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HomeMy WebLinkAboutCitygate Associates LLC; 2019-11-06;AGREEMENT FOR MANAGEMENT CONSUL TING SERVICES CITYGATE ASSOCIATES, LLC THIS AGREEMENT is made and entered into as of the (o-:%.. day of No,h)-1\1"\\o,$.r: , 20Ji.., by and between the CITY OF CARLSBAD, a municipal corporation, ("City"), and Citygate Associates, LLC, a limited liability corporation, ("Contractor"). RECITALS A. City requires the professional services of a consultant that is experienced in conducting comprehensive Fire Department Standards of Coverage assessments and ambulance operations analysis. B. Contractor has the necessary experience in providing professional services and advice related to Standards of Coverage and ambulance operations. C. Contractor has submitted a proposal to City and has affirmed its willingness and ability to perform such work. NOW, THEREFORE, in consideration of these recitals and the mutual covenants contained herein, City and Contractor agree as follows: 1. SCOPE OF WORK City retains Contractor to perform, and Contractor agrees to render, those services (the "Services") that are defined in attached Exhibit "A", which is incorporated by this reference in accordance with this Agreement's terms and conditions. 2. STANDARD OF PERFORMANCE While performing the Services, Contractor will exercise the reasonable professional care and skill customarily exercised by reputable members of Contractor's profession practicing in the Metropolitan Southern California Area, and will use reasonable diligence and best judgment while exercising its professional skill and expertise. 3. TERM The term of this Agreement will be effective for a period of one additional one year period or parts thereof. Extensions will be based upon a satisfactory review of Contractor's performance, City needs, and appropriation of funds by the City Council. The parties will prepare a written amendment indicating the effective date and length of the extended Agreement. 4. TIME IS OF THE ESSENCE Time is of the essence for each and every provision of this Agreement. 5. COMPENSATION The total fee payable for the Services to be performed during the initial Agreement term shall not exceed ninety-five thousand dollars ($95,000). No other compensation for the Services will be allowed except for items covered by subsequent amendments to this Agreement. The City reserves the right to withhold a ten percent (10%) retention until City has accepted the work and/or Services specified in Exhibit "A". Incremental payments, if applicable, should be made as outlined in attached Exhibit "A". City Attorney Approved Version 6/12/18 6. STATUS OF CONTRACTOR Contractor will perform the Services in Contractor's own way as an independent contractor and in pursuit of Contractor's independent calling, and not as an employee of City. Contractor will be under control of City only as to the result to be accomplished, but will consult with City as necessary. The persons used by Contractor to provide services under this Agreement will not be considered employees of City for any purposes. The payment made to Contractor pursuant to the Agreement will be the full and complete compensation to which Contractor is entitled. City will not make any federal or state tax withholdings on behalf of Contractor or its agents, employees or subcontractors. City will not be required to pay any workers' compensation insurance or unemployment contributions on behalf of Contractor or its employees or subcontractors. Contractor agrees to indemnify City within thirty (30) days for any tax, retirement contribution, social security, overtime payment, unemployment payment or workers' compensation payment which City may be required to make on behalf of Contractor or any agent, employee, or subcontractor of Contractor for work done under this Agreement. At the City's election, City may deduct the indemnification amount from any balance owing to Contractor. 7. SUBCONTRACTING Contractor will not subcontract any portion of the Services without prior written approval of City. If Contractor subcontracts any of the Services, Contractor will be fully responsible to City for the acts and omissions of Contractor's subcontractor and of the persons either directly or indirectly employed by the subcontractor, as Contractor is for the acts and omissions of persons directly employed by Contractor. Nothing contained in this Agreement will create any contractual relationship between any subcontractor of Contractor and City. Contractor will be responsible for payment of subcontractors. Contractor will bind every subcontractor and every subcontractor of a subcontractor by the terms of this Agreement applicable to Contractor's work unless specifically noted to the contrary in the subcontract and approved in writing by City. 8. OTHER CONTRACTORS The City reserves the right to employ other Contractors in connection with the Services. 9. INDEMNIFICATION Contractor agrees to indemnify and hold harmless the City and its officers, officials, employees and volunteers from and against all claims, damages, losses and expenses including attorneys fees arising out of the performance of the work described herein caused by any negligence, recklessness, or willful misconduct of the Contractor, any subcontractor, anyone directly or indirectly employed by any of them or anyone for whose acts any of them may be liable. The parties expressly agree that any payment, attorney's fee, costs or expense City incurs or makes to or on behalf of an injured employee under the City's self-administered workers' compensation is included as a loss, expense or cost for the purposes of this section, and that this section will survive the expiration or early termination of this Agreement. 10. INSURANCE Contractor will obtain and maintain for the duration of the Agreement and any and all amendments, insurance against claims for injuries to persons or damage to property which may arise out of or in connection with performance of the services by Contractor or Contractor's agents, representatives, employees or subcontractors. The insurance will be obtained from an insurance carrier admitted and authorized to do business in the State of California. The insurance carrier is required to have a current Best's Key Rating of not less than "A-:VII"; OR with a surplus line insurer on the State of California's List of Approved Surplus Line Insurers (LASLI) with a rating City Attorney Approved Version 6/12/18 2 in the latest Best's Key Rating Guide of at least "A:X"; OR an alien non-admitted insurer listed by the National Association of Insurance Commissioners (NAIC) latest quarterly listings report. 10.1 Coverage and Limits. Contractor will maintain the types of coverage and minimum limits indicated below, unless the Risk Manager or City Manager approves a lower amount. These minimum amounts of coverage will not constitute any limitations or cap on Contractor's indemnification obligations under this Agreement. City, its officers, agents and employees make no representation that the limits of the insurance specified to be carried by Contractor pursuant to this Agreement are adequate to protect Contractor. If Contractor believes that any required insurance coverage is inadequate, Contractor will obtain such additional insurance coverage, as Contractor deems adequate, at Contractor's sole expense. The full limits available to the named insured shall also be available and applicable to the City as an additional insured. 10.1.1 Commercial General Liability (CGL) Insurance. Insurance written on an "occurrence" basis, including personal & advertising injury, with limits no less than $2,000,000 per occurrence. If a general aggregate limit applies, either the general aggregate limit shall apply separately to this projecUlocation or the general aggregate limit shall be twice the required occurrence limit. 10.1.2 Automobile Liability. (if the use of an automobile is involved for Contractor's work for City). $2,000,000 combined single-limit per accident for bodily injury and property damage. 10.1.3 Workers' Compensation and Employer's Liability. Workers' Compensation limits as required by the California Labor Code. Workers' Compensation will not be required if Contractor has no employees and provides, to City's satisfaction, a declaration stating this. 10.1.4 Professional Liability. Errors and omissions liability appropriate to Contractor's profession with limits of not less than $1,000,000 per claim. Coverage must be maintained for a period of five years following the date of completion of the work. 10.2 Additional Provisions. Contractor will ensure that the policies of insurance required under this Agreement contain, or are endorsed to contain, the following provisions: 10.2.1 The City will be named as an additional insured on Commercial General Liability which shall provide primary coverage to the City. 10.2.2 Contractor will obtain occurrence coverage, excluding Professional Liability, which will be written as claims-made coverage. 10.2.3 This insurance will be in force during the life of the Agreement and any extensions of it and will not be canceled without thirty (30) days prior written notice to City sent by certified mail pursuant to the Notice provisions of this Agreement. 10.3 Providing Certificates of Insurance and Endorsements. Prior to City's execution of this Agreement, Contractor will furnish certificates of insurance and endorsements to City. 10.4 Failure to Maintain Coverage. If Contractor fails to maintain any of these insurance coverages, then City will have the option to declare Contractor in breach, or may purchase replacement insurance or pay the premiums that are due on existing policies in order to maintain the required coverages. Contractor is responsible for any payments made by City to obtain or maintain insurance and City may collect these payments from Contractor or deduct the amount paid from any sums due Contractor under this Agreement. City Attorney Approved Version 6/12/18 3 10.5 Submission of Insurance Policies. City reserves the right to require, at any time, complete and certified copies of any or all required insurance policies and endorsements. 11. BUSINESS LICENSE Contractor will obtain and maintain a City of Carlsbad Business License for the term of the Agreement, as may be amended from time-to-time. 12. ACCOUNTING RECORDS Contractor will maintain complete and accurate records with respect to costs incurred under this Agreement. All records will be clearly identifiable. Contractor will allow a representative of City during normal business hours to examine, audit, and make transcripts or copies of records and any other documents created pursuant to this Agreement. Contractor will allow inspection of all work, data, documents, proceedings, and activities related to the Agreement for a period of three (3) years from the date of final payment under this Agreement. 13. OWNERSHIP OF DOCUMENTS All work product produced by Contractor or its agents, employees, and subcontractors pursuant to this Agreement is the property of City. In the event this Agreement is terminated, all work product produced by Contractor or its agents, employees and subcontractors pursuant to this Agreement will be delivered at once to City. Contractor will have the right to make one (1) copy of the work product for Contractor's records. 14. COPYRIGHTS Contractor agrees that all copyrights that arise from the services will be vested in City and Contractor relinquishes all claims to the copyrights in favor of City. 15. NOTICES The name of the persons who are authorized to give written notice or to receive written notice on behalf of City and on behalf of Contractor under this Agreement. For City Name Nick Ordille Title Assistant Fire Chief Department Fire Department City of Carlsbad Address 2560 Orion Way Carlsbad, CA 92010 Phone No. 760-931-2141 For Contractor Name David DeRoos Title President Address 600 Coolidge Drive, Suite 150 Folsom, CA 95630 Phone No. 916-458-5100 Email dderoos@citygateassociates.com Each party will notify the other immediately of any changes of address that would require any notice or delivery to be directed to another address. City Attorney Approved Version 6/12/18 4 16. CONFLICT OF INTEREST Contractor shall file a Conflict of Interest Statement with the City Clerk in accordance with the requirements of the City of Carlsbad Conflict of Interest Code. The Contractor shall report investments or interests in all categories. Yes~ NoD 17. GENERAL COMPLIANCE WITH LAWS Contractor will keep fully informed of federal, state and local laws and ordinances and regulations which in any manner affect those employed by Contractor, or in any way affect the performance of the Services by Contractor. Contractor will at all times observe and comply with these laws, ordinances, and regulations and will be responsible for the compliance of Contractor's services with all applicable laws, ordinances and regulations. Contractor will be aware of the requirements of the Immigration Reform and Control Act of 1986 and will comply with those requirements, including, but not limited to, verifying the eligibility for employment of all agents, employees, subcontractors and consultants whose services are required by this Agreement. 18. DISCRIMINATION AND HARASSMENT PROHIBITED Contractor will comply with all applicable local, state and federal laws and regulations prohibiting discrimination and harassment. 19. DISPUTE RESOLUTION If a dispute should arise regarding the performance of the Services the following procedure will be used to resolve any questions of fact or interpretation not otherwise settled by agreement between the parties. Representatives of Contractor or City will reduce such questions, and their respective views, to writing. A copy of such documented dispute will be forwarded to both parties involved along with recommended methods of resolution, which would be of benefit to both parties. The representative receiving the letter will reply to the letter along with a recommended method of resolution within ten (10) business days. If the resolution thus obtained is unsatisfactory to the aggrieved party, a letter outlining the disputes will be forwarded to the City Manager. The City Manager will consider the facts and solutions recommended by each party and may then opt to direct a solution to the problem. In such cases, the action of the City Manager will be binding upon the parties involved, although nothing in this procedure will prohibit the parties from seeking remedies available to them at law. 20. TERMINATION In the event of the Contractor's failure to prosecute, deliver, or perform the Services, City may terminate this Agreement for nonperformance by notifying Contractor by certified mail of the termination. If City decides to abandon or indefinitely postpone the work or services contemplated by this Agreement, City may terminate this Agreement upon written notice to Contractor. Upon notification of termination, Contractor has five (5) business days to deliver any documents owned by City and all work in progress to City address contained in this Agreement. City will make a determination of fact based upon the work product delivered to City and of the percentage of work that Contractor has performed which is usable and of worth to City in having the Agreement completed. Based upon that finding City will determine the final payment of the Agreement. Either party upon tendering thirty (30) days written notice to the other party may terminate this Agreement. In this event and upon request of City, Contractor will assemble the work product and City Attorney Approved Version 6/12/18 5 put it in order for proper filing and closing and deliver it to City. Contractor will be paid for work performed to the termination date; however, the total will not exceed the lump sum fee payable under this Agreement. City will make the final determination as to the portions of tasks completed and the compensation to be made. 21. COVENANTS AGAINST CONTINGENT FEES Contractor warrants that Contractor has not employed or retained any company or person, other than a bona fide employee working for Contractor, to solicit or secure this Agreement, and that Contractor has not paid or agreed to pay any company or person, other than a bona fide employee, any fee, commission, percentage, brokerage fee, gift, or any other consideration contingent upon, or resulting from, the award or making of this Agreement. For breach or violation of this warranty, City will have the right to annul this Agreement without liability, or, in its discretion, to deduct from the Agreement price or consideration, or otherwise recover, the full amount of the fee, commission, percentage, brokerage fees, gift, or contingent fee. 22. CLAIMS AND LAWSUITS By signing this Agreement, Contractor agrees that any Agreement claim submitted to City must be asserted as part of the Agreement process as set forth in this Agreement and not in anticipation of litigation or in conjunction with litigation. Contractor acknowledges that if a false claim is submitted to City, it may be considered fraud and Contractor may be subject to criminal prosecution. Contractor acknowledges that California Government Code sections 12650 et seq., the False Claims Act applies to this Agreement and, provides for civil penalties where a person knowingly submits a false claim to a public entity. These provisions include false claims made with deliberate ignorance of the false information or in reckless disregard of the truth or falsity of information. If City seeks to recover penalties pursuant to the False Claims Act, it is entitled to recover its litigation costs, including attorney's fees. Contractor acknowledges that the filing of a false claim may subject Contractor to an administrative debarment proceeding as the result of which Contractor may be prevented to act as a Contractor on any public work or improvement for a period of up to five (5) years. Contractor acknowledges debarment by another jurisdiction is grounds for City to terminate this Agreement. 23. JURISDICTION AND VENUE Any action at law or in equity brought by either of the parties for the purpose of enforcing a right or rights provided for by this Agreement will be tried in a court of competent jurisdiction in the County of San Diego, State of California, and the parties waive all provisions of law providing for a change of venue in these proceedings to any other county. 24. SUCCESSORS AND ASSIGNS It is mutually understood and agreed that this Agreement will be binding upon City and Contractor and their respective successors. Neither this Agreement nor any part of it nor any monies due or to become due under it may be assigned by Contractor without the prior consent of City, which shall not be unreasonably withheld. 25. ENTIRE AGREEMENT This Agreement, together with any other written document referred to or contemplated by it, along with the purchase order, proposal and/or statement of work for this Agreement and its provisions, embody the entire Agreement and understanding between the parties relating to the subject matter of it. In case of conflict, the terms of the Agreement supersede any conflicting terms contained in the purchase order, proposal, statement of work and/or exhibit to this Agreement. Neither this Agreement nor any of its provisions may be amended, modified, waived or discharged except in a writing signed by both parties. City Attorney Approved Version 6/12/18 6 26. AUTHORITY The individuals executing this Agreement and the instruments referenced in it on behalf of Contractor each represent and warrant that they have the legal power, right and actual authority to bind Contractor to the terms and conditions of this Agreement. CONTRACTOR CARLSBAD, a municipal cor orat n of the State of California By: ~d--By: (sign here) David C. DeRoos, President (print name/title) By:kL. (sign here) Martina R. Rocks, Secretary (print name/title} ATTEST: n -- fll·J.. V~~ BARBARA ENGLESON City Clerk r If required by City, proper notarial acknowledgment of execution by contractor must be attached. If a corporation, Agreement must be signed by one corporate officer from each of the following two groups. Group A Chairman, President, or Vice-President Group B Secretary, Assistant Secretary, CFO or Assistant Treasurer Otherwise, the corporation must attach a resolution certified by the secretary or assistant secretary under corporate seal empowering the officer(s) signing to bind the corporation. APPROVED AS TO FORM: City Attorney Approved Version 6/12/18 7 EXHIBIT "A" SCOPE OF SERVICES Citygate Associates, LLC (Citygate) will perform a Standards of Coverage update and ambulance operations assessment for the City of Carlsbad Fire Department. The update will refresh the Standards of Coverage study completed by Citygate in 2017. The attached proposal dated October 17, 2019 shall control project scope and pricing. City Attorney Approved Version 6/12/18 8 ~------- .. r·1 .. CIT1Gftlf ftSS~ClftTfS, llC • • PUBLI C S AFETY S ERVI C E S PROPOSAL TO REFRESH THE 2017 CllYGATE STANDARDS OF COVERAGE STUDY AND ANALYZE AMBULANCE OPERATIONS CITY OF CARLSBAD, CA OCTOBER 17, 2019 .. -! ·· cnYGftTf ftSS~ClftTfS , LL( WWW.CITYGATEASSOCIATES.COM 600 COOLIDGE DR., STE 150 PHONE: (916) 458-5100 FOLSOM, CA 95630 FAX: (916) 983-2090 {city of Carlsbad California • • ••• I I • • --CITYCiftlf flSS<?ClflTES. LLC flRf & EM FGfN(Y fRVl([S 600 Coolidge Drive, Suite 150 ■ Folsom CA 95630 ■ PH 916-458-5100 ■ FAX 916-983-2090 October 17, 2019 Nick Ordille Assistant Fire Chief -Operations City of Carlsbad Nick. Ordille@carlsbadca.gov RE: PROPOSAL TO REFRESH THE 2017 CtTYGATE STANDARDS OF COVERAGE STUDY AND ANALYZE AMBULANCE OPERATIONS Dear Chief Ordille: Citygate Associates, LLC (Citygate) is pleased to present this proposal to perform a Standards of Coverage (SOC) update and ambulance operations assessment. Citygate previously served the City of Carlsbad in 2017 when we conducted a comprehensive SOC and Strategic Plan project. We look forward to the opportunity to once again serve the City and continue to help the Department meet the diverse needs in Carlsbad. This introductory letter explains why Citygate is the most experienced fire deployment consultancy in the Western U.S., and more specifically, in San Diego County. NUMBERS THAT SPEAK FOR THEMSELVES An SOC (deployment) study is the multi-step process used to determine fire station locations and crew/apparatus staffing to meet the unique needs of a community. Chief Stewart Gary, our Public Safety Principal, literally "wrote the book" on SOC studies. He was the lead author on the 2nd and 4th editions of the official manual for Standards of Response Coverage by the Commission on Fire Accreditation International (CF AI). Chief Gary and his team of subject matter specialists have performed well over 300 fire service studies over the last 18 years; his deployment studies within California alone have served well over 15 million residents. That is 39 percent of California's population. As a result, Chief Gary's Project Team is the most prolific in the Western U.S. In Chief Gary's tenure, Citygate has also executed many of the largest fire service studies we know of, including studies prepared for the counties of San Diego, Los Angeles, and Alameda, the cities of San Diego, Oakland, Sacramento, Stockton, San Bernardino, San Jose, the Chino Valley Fire District, the Ventura County Fire Protection District, the Sacramento Metropolitan Fire District, Assistant Chief Nick Ordille October 17, 2019 Page2 and the Ports of Long Beach and Los Angeles. We were also selected as the only firm to provide consulting services to the Orange County Fire Authority for service level reviews (audits) in each of its lines of business over the next two years, culminating in an agency-wide Applied Strategic Plan. Most recently, the City of Santa Monica selected Citygate to perform a Standards of Coverage study and strategic plan, stating in a staff report, "As an industry leader ... Citygate was the only firm to demonstrate sufficient, relevant experience, to clearly articulate the ability to provide community stakeholder outreach, and to meet the technical expertise standards required. " In addition to having previously served the City of Carlsbad, we have other recent experience in San Diego County, having served half of its cities, and having conducted SOC assessments for the cities of San Diego, Oceanside, National City, Vista, and San Marcos as well as the North County Fire Protection District (FPO) and Valley Center FPO. Several of our recent studies in the San Diego area, including Carlsbad in 2017, included the use of traffic congestion impact modeling on fire unit travel times. We are the first and, to date, only company we know of using this breakthrough data. Based on this extensive local experience, no other firm better understands the deployment fact-pattern in and around San Diego County. Once the contract is signed, Citygate can begin the heavy analytical work immediately. Citygate's core team for the City consists of two experienced former Fire Chiefs, a former Deputy Fire Chief, and longtime exclusive statistical data and geographic mapping partners. Citygate has an outstanding track record with our clients. We strongly encourage the City to call our key project references-they are golden. As the County of San Diego former CAO stated: "We work with consultants, obviously, all the time, but the work that Citygate did on this report is some of the best I've seen in my tenure here." Citygate is an independent company, not co-owned or under the control of any professional or standards-setting organization in fire services or government management. As President of the firm, I am authorized to execute a binding contract on behalf of Citygate Associates, LLC. Please feel free to contact me at our headquarters office, located at 600 Coolidge Drive, Suite 150 in Folsom, California at (916) 458-5100, extension I 01 or via e-mail at dderoos@citygateassociates.com. Sincerely, ~~~t,," ~C, President ··n·· 0001\11 ~9(1115. UC ------------------------------------• • •11111u11ourmu City of Carlsbad, CA Proposal to Refresh the 2017 Citygate SOC Study and Analyze Ambulance Operations TABLE OF CONTENTS Section Cover Letter .............................................................................................. Immediately Precedes Table of Contents Section 1-Citygate Profile, Qualifications, and References ................................................................................... 1 1.1 Company Profile ............................................................................................................................ I 1.2 Relevant Project Experience and References ................................................................................ 1 1.3 Citygate's Specialized Fire and EMS Experience and Competence ............................................. .4 Section 2-Project Approach and Understanding ................................................................................................... 7 2.1 General Project Approach ............................................................................................................. 7 2.1. I Fire and EMS Deployment Methodology ......................................................................... 7 2.1 .2 Ambulance Services Assessment Methodology ............................................................... 9 2.2 Proposed Project Work Plan .......................................................................................................... 9 2.3 Final Report Contents .................................................................................................................. 13 2.4 Study Components with Which the Department Must Assist ..................................................... 13 2.5 Project Site Visits ........................................................................................................................ 13 2.6 Project Schedule .......................................................................................................................... 14 2. 7 Management of Sub-Consultants and Quality Control ................................................................ 14 Section 3--Project Team .......................................................................................................................................... 16 3.1 Project Team / Roles ................................................................................................................... 16 Section 4--Cost Proposal .......................................................................................................................................... 19 4.1 ProjectFees ................................................................................................................................. 19 4.2 Standard Hourly Billing Rates ..................................................................................................... 20 4.3 Billing Schedule .......................................................................................................................... 20 Appendix Appendix A Project Team Resumes Stewart Gary, MP A .............................................................................................................................. 1 Michael Dyer, MPA ............................................................................................................................. 5 Michael Samuels ................................................................................................................................... 9 Michael Fay ........................................................................................................................................ 11 David DeRoos, MP A, CMC ............................................................................................................... 12 Table of Contents ··n·· . -page I arnnn 111ro1ru. uc ----------------------------------------111 a111u1,oiurnu City of Carlsbad, CA Proposal to Refresh the 2017 Citygate SOC Study and Analyze Ambulance Operations SECTION 1-CITYGATE PROFILE, QUALIFICATIONS, AND REFERENCES 1. 1 COMPANY PROFILE • • ••• ■ ■ • • - -CITYGftlf ftSS<?ClftTES, llC FIRE & EMERGENCY SERVICES Citygate Associates, LLC (Citygate ), founded in 1990, is dedicated to assisting public sector agencies, private sector organizations, and non-profit organizations with improving services. Citygate's Public Safety Services practice area conducts deployment and station location analyses, performance audits, organizational efficiency studies, master and strategic plans, risk assessment studies, consolidation feasibility analyses, staffing studies, and GIS for cities, counties, and districts throughout the United States. Citygate conducts an average of 20 to 40 specialized projects at a time across the Western United States. Citygate has one office located in Folsom, California, and we provide services throughout the United States. Citygate was established on January 1, 1990 as a sole proprietorship. The company incorporated in May 1991 as a Chapter S Corporation and was reincorporated as a Limited Liability Corporation in January 2000. David C. DeRoos is Citygate's President and sole owner. Citygate predominantly hires consultants who have greater than 25 years of executive public sector experience, hold a master-or doctoral-level degree, and are regarded as leaders in their respective fields. The firm has nearly 50 full-and part-time employees with expertise across the full array of local government functions, particularly fire and emergency services. For more general information on Citygate's other public sector general management services, please visit www.citygateassociates.com. 1.2 RELEVANT PROJECT EXPERIENCE AND REFERENCES Citygate is pleased to present our experience providing similar Standards of Coverage and ambulance services analyses for public agencies. We provide reference contact information for the first three projects. City of San Diego, CA -Standards of Coverage Analysis (With Traffic Congestion Analysis); Ambulance Services Contract Analysis Citygate performed a Standards of Coverage update analysis based on our 2010 study for the San Diego Fire-Rescue Department, including a comprehensive assessment of the Department's deployment fact-pattern in light of changes over the prior six years. Citygate has performed many other projects for the City of San Diego since 2010, including the following: Citygate is performing an ambulance services contract analysis for the City of San Diego Fire- Rescue Department. This study includes a peer review of existing deployment and compliance ··n·· .s.e.c.ti·o·n·1·-C-·ity·g·a·t·e·P·r·o·fi·le., .a.u.a.lif.ic·a·t-io.n.s., .a.n·d·R·e-fe·r·e·n·c·es _____________ p_ag.e-1 ffiRAl~/!\l~flm;,~~ City of Carlsbad, CA Proposal to Refresh the 2017 Citygate SOC Study and Analyze Ambulance Operations measures and methods, a review of the ambulance provider's plan for improving response time performance, and the negotiation of a system stabilization contract amendment on behalf of the City. Further work is continuing as Citygate helps co-design a Request for Proposal to successfully re-bid the system. Brian Fennessy, Former Fire Chief, Currently Fire Chief for Orange County Fire Authority, brianfennessy@ocfa.org, (714) 559-2700, 1 Fire Authority Rd., Irvine, CA 92602 Chino Valley Independent Fire District, CA -Standards of Coverage Assessment and Master Plan Update (With Traffic Congestion Analysis) Citygate completed a comprehensive Standards of Coverage assessment for the Chino Valley Independent Fire District, as well as a comprehensive update of their 2012 Master Plan. The District serves more than 173,000 people in western San Bernardino County, including the cities of Chino and Chino Hills. The study identified the need for additional staffed resources to meet desired first-due response performance goals and also recommended modification of the District's current EMS response plan to more closely align response resource(s) with anticipated need based on call type and acuity. Tim Shackelford, Fire Chief, tshackelford@chofire.org. (909) 902-5260, 14011 City Center Dr., Chino Hills, CA 91709 City of Corona, CA -Fire Department Standards o( Coverage Study I Strategic Plan Citygate completed a Fire Department Standards of Coverage study and Strategic Plan for the C ity of Corona, California, which included all facets of fire and non-fire operations, fire prevention, fire response, fire administration, emergency medical services, fire investigation, fire training, disaster preparedness, hazardous materials, administrative support positions, information systems, capital facilities and apparatus, fire department fees, emergency preparedness, regional issues, and fire public education. Brian Young, Fire Chief, Brian.Young@CoronaCA.gov. (951) 736-2220, 735 Public Safety Way #201, Corona, CA 92880 City of Carlsbad, CA -Update of the Standards of Coverage Assessment, Management Staffing Assessment, and Strategic Plan (With Traffic Congestion Analysis) Citygate updated the City's deployment model, as well as performed a management staffing assessment and assisted the Fire Department's effort to prepare a Strategic Plan. Citygate's study addressed all facets of fire and non-fire operations, including, but not limited to, fire suppression, emergency medical services, paramedic ambulance transport, technical and heavy rescue, fire prevention, and public education to a predominately suburban community approaching build-out, but with some remaining rural and agrarian areas. ··n .. •S•e•c•ti•o•n•1•-C-•ity111g111a•t•e•P•r•o•fi•le•, •Q•u•a•lif.ic•a•t•io•n•s•, •a•n•d•R•e•fe•r•e•n•c•es _____________ p.ag111e_2 ~!~~~nm;,~~ City of Carlsbad, CA Proposal to Refresh the 2017 Citygate SOC Study and Analyze Ambulance Operations City of Encinitas, CA -Fire Station Review Citygate conducted a fire station location study for Stations# 1 and #6 for the City of Encinitas to determine whether it is best to substantially remodel the stations, replace them at their existing sites, or relocate them to alternative sites for better service delivery. City of San Marcos, CA -Standards of Coverage Study (With Traffic Congestion Analysis) Citygate conducted a Standards of Coverage study for the City of San Marcos Fire Department, which required a performance review of the current delivery of all Fire Department services and provision of options or alternatives for those items needed to meet current best practices. San Diego County Office of Emergency Services (CA) -Countywide Deployment Study for Regional Fire. Rescue. and EMS Services (57 Total Fire Agencies) Citygate completed a project to implement a phased process designed to establish a blueprint for improving the County of San Diego's regional fire protection and emergency medical system. The study assessed levels of service, identified future needs, provided options for a regional governance structure, and developed cost-feasible proposals to improve the region's ability to respond to natural or manmade disaster, including wildfires, earthquakes, terrorism, and other multi-hazard events; bolster day-to-day operations for local agencies; and enhance the delivery of fire and emergency medical services in the County. The study exceeded the County's expectations and was very well received by the elected officials and stakeholders in May 2010. The Board of Supervisors voted 5-0 to adopt Citygate's recommendations, and the County is now in the process of implementing the recommendations. Orange County Fire Authority, CA -Organizational Service Level Reviews. Deployment Study. and Applied Strategic Plan As part of a Master Services Agreement, Citygate has been retained as the sole firm to provide as- needed organizational service level reviews of operations for Orange County Fire Authority's major cost centers, in addition to a deployment review and applied strategic plan. Each service level review will evaluate, at a forensic, data-driven level, the operational performance of the cost center, not just compared to national and Citygate team best practices, but to the needs of the Orange County Fire Authority, its employees, and its agency customers. Citygate has assessments already underway for the following areas/programs: Field Deployment Services; Emergency Medical Services Department; Executive Leadership Team and Human Resources Functions; Emergency Command Center; and the Fleet Services Division. City of San Bernardino, CA -Fire Services Deployment Study Citygate conducted a fire services deployment study for the City of San Bernardino. This deployment study included a comprehensive data analysis as part of a full Standards of Coverage ··n .. •S•e•c•ti•o•n•1•-C-•ity•g•a•t•e•P•r•of•il•e•, •Q•u•a•lif•ic•a•t•io•n•s•, .a.nd-R•e•fe•r•e•n•ce•s-------------p•ag111e_3 ~~.•!~.~i i!¾ .. ~~ City of Carlsbad, CA Proposal to Refresh the 2017 Citygate SOC Study and Analyze Ambulance Operations analysis. Citygate also evaluated and answered three critical questions: (I) If the current fiscal crisis requires the City to consider closing fire stations to help balance its budget, can any be closed? (2) Should the City continue to provide paramedics through the Fire Department on firefighting units to support the County-managed private ambulance contract? (3) What are the high-level options to consider for contracting out or merging fire services with another agency? City of San Jose, CA -Fire Department Organizational Review (With Traffic Congestion Analysis) Citygate conducted a large organizational review of the San Jose Fire Department. This review evaluated the delivery of Fire Department services, technological improvements as they relate to Department response time performance and increases in Department efficiencies in operations. To accomplish this, Citygate conducted a detailed community risk assessment; a Standards of Coverage (SOC) review; an evaluation of the Department's organizational climate and structure, including an online employee survey; an EMS Program review; a review of the Communications Center; and an assessment of fiscal impacts, phasing, and possible next steps of changes recommended by Citygate. 1.3 CITYGATE'S SPECIALIZED FIRE AND EMS EXPERIENCE AND COMPETENCE Citygate remains on the leading edge of analytic tools as the Standards of Cover (SOC) thought process leader. Our Public Safety Principal, Chief Stewart Gary, co-wrote and edited the first three SOC manuals for the Commission on Accreditation and Citygate is the first (and likely only) consultancy in the nation to utilize advanced traffic congestion data (not social media data) from which to model rush-hour impacted fire apparatus travel times. This is the same data used to display traffic congestion on mobile devices by coloring road networks green, yellow, and red. In addition to the City of Carlsbad, we have successfully used this tool in cities like San Diego, San Jose, Sacramento, and many more. A sample map and table from the City of San Diego, one of Citygate' SOC clients with a population of 1.4 million, follows: ··n·· ■S•e•c•ti•o•n•1•-C-•ity•g•a•t•e•P•r•o•fi•le., •Q•u•a•lif.ic•a•t•io•n•s•, •a•n•d•R•e•fe•r•e•n•c•es _____________ p•a•ge-4 aooan 111\ronm. uc fltf a. 1110 110 Untfli City of Carlsbad, CA Proposal to Refresh t he 2017 Citygate SOC Study and Analyze Ambulance Operations Non-Congested Total Road Miles Miles Reached by Time Measure (Within City Limits) Open Fire Stations 5,012 3,722 5 Minute First-Due (74% of total public miles) Unit 3,722 5,012 1,324 (26% of total public miles) 8 Minute First Alarm 1,324 Legend -congested -Uncongested Fire Stations • Engine Engine, Truck Engine, Chief Engine. Truck. Chief Congested Road Difference in Miles Miles Covered 1,290 2,535 (51% of total public miles) 1,187 3,688 304 1,020 (6% of total public miles) Citygate's ability to help fire departments quantitatively improve service delivery is also evidenced by Citygate's Fast Response Squad (FRS) innovation for the City of San Diego. In a situation hindered by fiscal constraints and difficult-to-serve areas, the interim approach, developed by Project Team members assigned to this project, is reported to have improved response times by 30 """ •S•e•c•ti•o•n•1•-C-•it111y111g•a•te-P•ro•f•il•e•, Q-u•a•lif•ic•a•t•io•n•s•••a•n•d•R•e•f•e•re•n•c•e•s-------------•pa•g•e-5 ~fl\i!~,1W~m;,H~ City of Carlsbad, CA Proposal to Refresh the 2017 Citygate SOC Study and Analyze Ambulance Operations percent in a pilot program, urging the mayor and community to expand the effective, innovative effort. In addition, Citygate's understanding of the emerging fiscal complications in pre-hospital ambulance billing collection rates is unmatched. Citygate has been increasingly relied upon to untangle and re-write billing and fiscal issues in government ambulance contracts due to the emerging impacts of the Patient Protection and Affordable Care Act. Counties such as Alameda and Contra Costa, along with the City of San Diego, have all turned to Citygate to assist with these urgent new matters, and the California Emergency Medical Services Administrators Association asked Chief Gary to present on them. If the City selects Citygate for this important project, it can be confident that the service delivery findings and recommendations it receives will be thoughiful, leading-edge, and will achieve quantitative results. ··n·· •S•e•ct.io•n-1•-C-i•ty•g•a•te-P•ro•f•il•e•, Q-u•al.if•ic•a•ti•o•n•s•, a•n•d-R•e•fe•r•en•c•e•s _____________ pa•g•e•6•~!R•!~/W~fl/!i;,~~ City of Carlsbad, CA Proposal to Refresh the 2017 Citygate SOC Study and Analyze Ambulance Operations SECTION 2-PROJECT APPROACH AND UNDERSTANDING 2.1 GENERAL PROJECT APPROACH Citygate's project approach for the requested Standards of Coverage update and ambulance analysis work for the City of Carlsbad is consistent with each Project Team member's experience in fire service administration. Citygate utilizes various National Fire Protection Association (NFPA) publications, California Government Code requirements, the Insurance Services Office (ISO), and the self-assessment criteria of the Commission on Fire Accreditation International (CFAI-CPSE) as best practice guidelines. Citygate does not use simple or one-size-fits-all measures. Citygate will develop implementable recommendations based on an in-depth analysis of fire station locations, response areas, and ambulance operation needs. Because Citygate's Project Team is formed from recent practicing professionals in fire administration, the Department is, in effect, getting the expertise of an external "seasoned department head team," not the opinions of junior staff members or consultants who have spent little time on the front lines managing in local government. A significant strength of the Citygate team is the ability to develop reports with specific recommendations, tailored to the local agency's situation, that are implementable within available fiscal resources. Citygate reports identify specific areas that are working well, where improvements are needed, and what new resources, if any, would be needed to implement the recommendations. 2.1.1 Fire and EMS Deployment Methodology The core methodology used by Citygate in its deployment and operational response assessment work for this engagement will be that of the Standards of Coverage (SOC) systems approach to fire department deployment as published by the CF AI. This is a systems-based approach using local risk and demographics to determine the level of protection best fitting the Department's needs. Deployment Assessment Methodology The Department has primarily requested an updated analysis of incident workload with an option of updated response coverage mapping with traffic congestion. Citygate will assess: I. 2. Historical reliability -an evaluation of the Department's fire and EMS response system's concurrent incident response performance utilizing the StatsFD™ software tool, with an emphasis on unit-hour utilization (UHU) to show the peak- hour incident demands on fire units. Historical response effectiveness studies -evaluation of the Department's fire and EMS response system performance compared to existing and best practice performance goals. ""'" ■S•e•c•ti•o•n•2-P•r•o•je•c•t•A•p•p•r•o•ac•h-a•n•d•U•n•d•e•rs•t•a•n•d•in•g----------------•p•ag•e-7 arntn 111\Wnm. uc 11t1 , 1•1ouc, u11111i 3. 4. City of Carlsbad, CA Proposal to Refresh the 2017 Citygate SOC Study and Analyze Ambulance Operations Optional response mapping update: ► ► Distribution study -evaluation of the location and effectiveness of fi rst-due fire and EMS resources within the Department's service area using the FireView™ software GIS mapping tool combined with optional, cutting- edge traffic congestion analysis. Concentration study - evaluation of the Department's current fire and EMS response system to provide an effective multiple-resource response to serious emergencies using the Fire View TM software GIS mapping tool. Overall evaluation: ► The overall evaluation will also include a summary assessment of the current fire and EMS response system's ability to protect the assets at risk within the Department's service area, including the number and location of fire stations, quantity and types of apparatus, operational staffing levels, and specialized technical capabilities. ► Citygate will recommend deployment and/or operational changes as appropriate to enhance fire service and EMS delivery, including implementation strategies, recommended timing, estimated costs, and potential funding sources. ► Citygate's recommended performance goals will be consistent with recognized guidelines from the NFP A, CF AI, and ISO. Citygate strongly encourages the Department to create a Planning Assessment Team, which will include a representative cross-section of Fire Department managers, operational staff, data analysts, and labor group leaders, to not only assist in growing Citygate's understanding of the Department's fire and EMS response system, but also to be coached by Citygate on state-of-the- art deployment methods and tools. Once the Citygate team has debated the data results internally to reach a preliminary understanding, the team will then meet at length with the Department's Planning Assessment Team to explain and vet the initial results against the Department's long-term agency knowledge and common sense about its deployment geography, statistics, and staffing. ln this way, Citygate coaches, pushes back against legacy thinking, and listens for issues that may indicate errors in the initial model results. This allows the City to avoid a common trap of believing the model when local experience reveals a flaw in the first data build. Using this process of leveraging both teams' strengths, the final work product is robust, addresses the local situation, and is implementable. Finally, given Citygate's experience in local agency administration and presentation of complex issues to governing bodies, Citygate will create reports and briefing materials that make .. n·· •S•e•c•ti•o•n•2-P•r•o•je•c•t•A•p•p•r•o•a•ch-a•n•d•U•n•d•e•rs•t•a•n•d•in•g----------------•p•ag•e-8 ffiR!l~nw.i!fl/~.~~ City of Carlsbad, CA Proposal to Refresh the 2017 Citygate SOC Study and Analyze Ambulance Operations understanding the technical material easier and validate the credibility of the conclusions and recommendations. 2.1.2 Ambulance Services Assessment Methodology To conduct an ambulance operational and economics analysis, Citygate will: ♦ Review ambulance workload availability and response times. ♦ Review the type of ambulance staffing options. ♦ Review the current ambulance cost recovery, and if ambulance deployment changes are indicated, model the revenue to expenses needed to operate an ambulance operation as cost neutral as possible to the City's General Fund. 2.2 PROPOSED PROJECT WORK PLAN This section details Citygate's proposed project Work Plan to complete the scope of work requested. The proposed project Work Plan consists of six tasks to be completed over a five-to six-month project period, as follows: Task 1: Initiate and Manage the Project 1.1 Develop a Detailed Work Plan Schedule for the Project ♦ Citygate will develop a detailed work schedule for the project. This will assist both the consultants and Department's staff to monitor project progress. 1.2 Request and Review Department Data and Documentation ♦ At the start of the project, Citygate will develop and submit a request for data/documentation relevant to this project, including Community Development General Plans within the Department's service area; growth forecasts; any appropriate prior studies; Department documentation, including dispatch and incident data (as available), staffing, and response policies; and other relevant information. ♦ Citygate will also review the historical calls-for-service data from the Department's data systems. ♦ Citygate will identify and assess current data sources. ♦ After receiving the requested documentation, Citygate will review it prior to conducting the start-up meeting and stakeholder interviews in the fo llowing subtasks. """ •S•e•c•ti•o•n•2-P•r•o11je•c•t•A•p•p•r•o•ac•h-a•nd-U•n•d•e•rs•t•a•nd•••·n•g----------------•pa•g•e-9 ~!R•!t/!W?i!l'm;,µ.\ City of Carlsbad, CA Proposal to Refresh the 2017 Citygate SOC Study and Analyze Ambulance Operations 1.3 Meet with the Department's Representatives to Initiate the Project ♦ Citygate will, in collaboration with the Department's Planning Assessment Team, review and finalize a detailed project Work Plan, the schedule, activities, deliverables, roles and responsibilities, and project benchmarks. ♦ To better understand the issues at stake in this project, Citygate, as appropriate and/or as requested, will meet with the Fire Chief, Fire Department leadership and other key staff, employee labor group leadership as/if directed, and other project stakeholders. 1.4 Ongoing Project Management ♦ Citygate will provide monthly w1itten status reports, along with an invoice, that describe work performed in the prior month, work scheduled in the upcoming month, and any study or project and budget issues. Task 2: Deployment Update Assessment 2.1 Community Served and Services Provided The Citygate team will update and describe the Department's service area to include: ♦ Key demographic and socio-economic indicators, proj ected growth, values at risk, and existing risk mitigation programs. ♦ Updating of services provided, and description and analysis of the Department's current operational deployment model, including station locations, apparatus deployment, and operational staffing levels. 2.2 Historical Response Effectiveness and Reliability Citygate will utilize StatsFD™ software to provide a comprehensive statistical analysis of: ♦ Current response workload of each staffed fire company and ambulance, including crew unit-hour utilization (UHU). ♦ Concurrent service demand and operational impacts. ♦ Historical response performance components. ♦ Mutual and automatic aid provided and received . 2.3 Optional GIS Mapping Update Citygate will use the Fire View™ software GIS mapping tool, including traffic congestion data if the option is selected, to study the effectiveness of existing station locations to .. n .. • s.e.ct.io•n-2-P•r•o•je•c•t•A•p•p•ro•a•c•h•a•n•d-U•n•d•e•rs.ta•n•d•i•n•g----------------p•ag•e-10•~!~/m~!fl/P.J~ City of Carlsbad, CA Proposal to Refresh the 2017 Citygate SOC Study and Analyze Ambulance Operations understand the ex1stmg deployment system perfonnance and test proposed service measures by risk types in different zones for first-due, all-risk units. ♦ Distribution analysis Citygate will review the effectiveness of existing station locations to evaluate the deployment system's performance by risk types in different zones for first-due, all- risk units. Citygate has provided an option to include the impacts of traffic congestion on response times. ♦ Concentration analysis Using prior incident statistics of coverage, Citygate will conduct an analysis of the Department's capability to achieve an Effective Response Force (ERF) within best practice response times to resolve more serious/complex emergencies. 2.4 Overall Deployment Evaluation ♦ Citygate will provide an overall deployment analysis summary, to include a summary assessment of the current deployment system's ability to protect the assets at risk within the Department, including the number and location of fire stations, the quantity and types of apparatus, operational staffing levels, specialized technical capabilities, and first-due and ERF performance. ♦ Recommendations including measures and compliance methodologies in alignment with recognized industry best practices will be provided, along with current and prospective future resources. ♦ Recommendations will be provided, as needed, of deployment and/or operational changes as appropriate to enhance fire service and EMS delivery, including implementation strategies, recommended timing, and estimated costs. Task 3: Ambulance Services Assessment 3.1 Assessment of Ambulance Services In this task, Citygate will evaluate the Carlsbad's ambulance services, to include: ♦ Quantity and deployment schedule for ambulance services current and longer-term needs. ♦ Cost-effectiveness of current versus alternative staffing plans for ambulance services. ♦ Comparison of the current ambulance services revenues to operating costs and identification of feasible changes to the service and the capacity of the revenues to support the recommended changes. ··n ·· •S•e•c•ti•o•n•2-P-ro.je•c•t•A•p•p•r•o•a•ch-a•n•d•U•n•d•e•rs•t•a•n•d•in•g----------------p•a•g•e•1•1 ~!Rllt.'!\l~nlfl.,~~ City of Carlsbad, CA Proposal to Refresh the 2017 Citygate SOC Study and Analyze Ambulance Operations Task 4: Mid-Project Review 4.1 Prepare and Conduct a Preliminary Findings Briefing ♦ Upon completion of Tasks 2 and 3, Citygate will conduct an on-site briefing of the deployment and ambulance services analysis findings for the Department's Planning Assessment Team. This briefing will include a discussion of any anomalies in the data and the resolution of any remaining issues. ♦ Pursuant to any input received from the Department's Project Team, Citygate will make any data-driven changes and refinements, if needed, will be incorporated into the Draft Report. Task 5: Prepare and Deliver the Draft Report 5.1 Prepare Draft Report with Exhibits ♦ The entire Citygate team will prepare a Draft Report, including appropriate statistical, geographic mapping, and ambulance analysis exhibits. ♦ Upon completion of the Draft Report, electronic versions in Microsoft Word will be sent to the Department's project representative for comments using the "track changes" and "insert comments" tools in Microsoft Word. 5.2 Review Draft Report with Planning Assessment Team ♦ Citygate's normal practice is to review the Draft Report with management personnel to ensure that the factual basis for the recommendations is correct and to allow time for a thorough review. In addition, Citygate takes time to discuss any areas that require further clarification or amplification. It is during this time that understandings beyond the written text can be communicated. ♦ Citygate will conduct a conference call meeting on the Draft Report, answer any questions, and agree on the elements for the Final Report. Task 6: Prepare and Deliver the Final Report 6.1 Prepare and Deliver the Final Report ♦ Based on results of the review process in Tasks 4 and 5, Citygate will prepare and submit an Executive Summary and comprehensive Final Report, including appropriate statistical, mapping, and ambulance services staffing analysis exhibits. ··n·· •S•e•c•ti•o•n•2-P•r•o•je•c•t•A•p•p•r•o•ac•h-a•nd-U•n•d•e•rs•t•a•nd•i•n•g----------------p•ag•e-12■ ~.a!t,'!\l,'?i!nm;.~~ City of Carlsbad, CA Proposal to Refresh the 2017 Citygate SOC Study and Analyze Ambulance Operations 6.2 Final Report Presentation and Training ♦ Citygate will publish and present to the City as requested an updated Standards of Coverage and ambulance services assessment with a summary of the findings, recommendations, and financial considerations. We will present key elements of the Final Report using Microsoft PowerPoint. 2.3 FINAL REPORT CONTENTS The final work product will include: ♦ A review of the approach and analyses conducted. ♦ A summary of the Department's current deployment model and response performance, including any opportunities for improvement. ♦ An analysis of the efficiency of the current deployment scheme of firefighting resources within the Department's fire stations. ♦ An analysis of the Department's ability to meet its fire and EMS first responder deployment needs and expectations. ♦ Recommendations for deployment of new resources, if any, to meet current and future service delivery needs. ♦ Provision of supporting data and rationale for all recommendations. 2.4 STUDY COMPONENTS WITH WHICH THE DEPARTMENT MUST ASSIST The Department staff has the best capability to collect much of the required data that can assist the Citygate study. Therefore, the Department will assist Citygate with: ♦ Providing data and documents describing the organization, services, budgets, expenses and performance measures, and other information requested. ♦ Identifying a single point of contact for this project. ♦ Creating a Planning Assessment Team to include a representative cross-section of key Fire Department members including key managers, operational staff, data analysts, and other stakeholders as identified. 2.5 PROJECT SITE VISITS The following is the proposed schedule of on-site meetings to facilitate the gathering of information for the project and to explain/present the project's findings and recommendations: ♦ Task 1 -One on-site day to start the project, conduct on-site interviews, identify additional data/information needs, and tour the Department as needed. ··n·· .s.e.ct.io•n-2-P•r•o•je•c•t•A•p•p•ro•a•c•h•a•n•d-U•n•d•e•rs.ta•n•d•i•n111g ________________ pa.g111e-13•~lfll!~m\W.fl/1~.~~ City of Carlsbad, CA Proposal to Refresh the 2017 Citygate SOC Study and Analyze Ambulance Operations ♦ Task 3 - One on-site day to conduct the ambulance operations workload understanding interviews. ♦ Task 4 - One on-site meeting to conduct the SOC and ambulance services preliminary findings briefing. ♦ Task 6 -One on-site trip to present key elements of the Final Report at a meeting of the City's choosing. 2.6 PROJECT SCHEDULE Citygate anticipates that the duration of this project will be five to six months. We are available to start the project upon execution of a contract fo r services in mid to late October. Proposed Project Schedule Initiate Manage Project 2 Deployment Update Assessment 3 Ambulance Services Assessment 4 Mid-Project Briefing 5 Prepare and Deliver the Draft Report 6 Prepare and Deliver the Final Report 0 On-site meeting Month 1 Month 2 Month 3 Month 4 Month 5 Month 6 -11111111111111111111111 1111111111111111111111 11111111111111■1111111 2. 7 MANAGEMENT OF SUB-CONSULTANTS AND QUALITY CONTROL Citygate is utilizing two sub-consultants to complete this engagement-CentralSquare (formerly TriTech and The Omega Group) and Animated Data. Citygate has been exclusive partners with both of these sub-consultants for well over a decade and has completed hundreds of deployment assessments with their mapping and statistical data expertise. Citygate has a highly collaborative relationship with both of these sub-consultants, has worked extensively with their assigned technical specialists, knows the capabilities and potential graphical outputs from their proprietary software systems, and will provide the Department with geographic and statistical analysis and exhibits that are second to none in their usefulness for understanding existing deployment performance and recommended changes to enhance fire service and EMS delivery. Citygate will provide monthly written status reports, along with an invoice, that describe work performed in the prior month, work scheduled in the upcoming month, and any study issues or project and budget issues. This allows our Project Team and the Department to proactively manage upcoming Work Plan components and minimizes the need for and impact of project scope changes. In addition, Citygate has two dedicated project administration staff that assist field consultant ··n·· •S•e•ct.io•n-2-P•r•o•je•c•t•A•p•p•ro•a•c•h-an•d-U•n•d•e•rs•t•an•d•i•n•g----------------p•ag111e_14•~!R•!~.~~m;,H~ City of Carlsbad, CA Proposal to Refresh the 2017 Citygate SOC Study and Analyze Ambulance Operations efforts and ensure timely execution of project tasks, and Citygate's President reviews project progress and work products routinely. ··n·· ■S•e•c•ti•o•n•2-•P•ro•J•·e•c•t •A•p•p•ro•a•c•h-a•n•d•U•n•d•e•r•st•a•n•d•in•g-----------------p•ag•e-1•5 aruu llll'ICfllll. uc Ill!' UIUll(f umus City of Carlsbad, CA Proposal to Refresh the 2017 Citygate SOC Study and Analyze Ambulance Operations SECTION 3-PROJECT TEAM 3. 1 PROJECT TEAM I ROLES The qualifications of the Project Team are critical, as it is the expertise and the capabilities of the consultants involved in the project that ultimately determine the success of the project. We have carefully assembled the team members to provide the knowledge, depth, judgment, and sensitivity required to perform this engagement. Please note that the role of each team member is described in italics at the end of that member's biographical paragraph. Resumes for each consultant are presented in Appendix B. Our consultants adhere to the Code of Ethics presented in Appendix A. Primary members of our Project Team include the following experienced consultants: Chief Stewart Gary, MPA, Public Safety Principal/ Project Director Chief Gary is the Public Safety Principal for Citygate Associates and is the retired Fire Chief of the Livermore-Pleasanton Fire Department in Alameda County, California. For 14 years, he was a lead instructor, program content developer, and consultant for the Standards of Coverage process. For many years he annually taught a 40-hour course on this systems approach for fire deployment at the California Fire Academy, and he teaches and consults across the United States and Canada on the Standards of Coverage process. Over the last 18 years, he has performed over 300 organizational and deployment studies on departments as varied in size as Minneapolis, Minnesota; San Diego, California; San Diego County; the Sacramento Metropolitan Fire District; and Los Angeles County. He directed every fire services project described in this proposal, including Citygate's prior SOC update for Carlsbad and over a dozen other fire services studies in the San Diego region, which is coincidentally where he began his career in the City of Poway and then the City of Carlsbad. Chief Gary will provide project oversight and technical analysis as needed, draft all written work products for this engagement, and participate in all site meetings and conduct the final City Council briefing. Chief Michael Dyer, MPA, Fire & Emergency Services Specialist Fire Chief Michael W. Dyer began his public safety career over 36 years ago. This career has taken him through various assignments that afforded him the opportunity to gain invaluable experience in many different disciplines, either as a direct participant, supervisor, or manager. Chief Dyer has served as an Ocean Lifeguard Specialist, Firefighter, Firefighter Paramedic, Firefighter Specialist, Fire Captain, Battalion Chief, Assistant Fire Chief, Deputy Chief, and Chief Deputy in the Los Angeles County Fire Department, and is the retired Fire Chief of the Santa Barbara County Fire Department. Chief Dyer previously held the #2 ranking position in the Los Angeles County Fire Department. ··n·· .s.e.c.ti_o_n_3-_P_r_o.je·c·t·T·e·a·m-------------------------p·a·ge-1.6 gme1~,iw~am;,H~ City of Carlsbad, CA Proposal to Refresh the 2017 Citygate SOC Study and Analyze Ambulance Operations Chief Dyer holds a bachelor's degree in Physical Education and a master's degree in Public Administration from California State University, Northridge. Chief Dyer recently completed the Executive Leadership Program at the Naval Postgraduate School. In addition to his formal education, he is also certified as a Hazardous Materials Specialist, Paramedic, and achieved the certification of Fire Chief from the California State Fire Marshal. Chief Dyer recently served on several statewide committees. He served on the California Joint Apprenticeship Management Board, Chair of CALFIRE Contract Counties, and the Chair of the FIRESCOPE Board of Directors. Chief Dyer will assist with the ambulance services assessment including interviews in Task 3. Chief Michael Samuels, Fire Services Specialist With over 32 years of experience in the fire service Chief Samuels' experience is varied and vast. He has an extensive background in both line and management functions. During the course of Chief Samuels' career, he has served at every rank in the Corona Fire Department from Firefighter, Engineer, Captain, Battalion Chief, and Deputy Chief. As a line officer he has had the opportunity to respond to many incidents where he has operated at both a tactical and strategic level. As a staff officer he has served as the Emergency Medical Services Chief and Deputy Fire Chief. His staff experience includes management of the budget process, discipline and labor relations, and oversight of the Training Division, EMS Division, Facilities, Communications, and Fleet. Chief Samuels will assist with the incident statistics update and deployment update. CentralSquare Technologies, Geo-Mapping Specialist I '-CentralSquare Technologies (formerly TriTech and The Omega Group) "♦ ~.. ~ revolutionized the public safety industry by becoming one of the first vendors to embed mapping technology into computer-aided dispatch software and to develop ' ~ one of the most sophisticated recommendation algorithms. Today, CentralSquare leads the way as the undisputed leader with software that covers every facet within the incident-response workflow, including 9-1-1, computer-aided dispatch, field-based reporting, records management, jail management, analytics and intelligence, patient care reporting, and ambulance billing software. Providing customers with unmatched satisfaction levels and delivering innovative solutions has made CentralSquare the most trusted partner in public safety software. CentralSquare will provide geo-mapping analysis for the fire station I crew deployment portion of the project. ··n ·· .s.e.ct.io•n-3--P•r•o•je•c•t•T•e•a•m-------------------------p•ag111e_17•ffiRa!t'!l},W,l/ft.,~~ City of Carlsbad, CA Proposal to Refresh the 2017 Citygate SOC Study and Analyze Ambulance Operations Michael Fay (Animated Data), Statistical Specialist Sta tsFD Mr. Fay has assisted Citygate with deployment studies for over 10 years. He has over 30 years' experience and has served as a firefighter, EMS director, educator, consultant, and publisher. As President of Animated Data, Inc., he is the designer and publisher of StatsFD, formerly NFIRS 5 Alive. Using standard NFIRS 5 datasets, StatsFD quickly performs diagnostic analysis of fire department operations. Mr. Fay will perform detailed statistical analysis on the prior incident data, particularly response times,fromfire dispatch CAD and fire NF/RS/EMS incident report systems. David DeRoos, MPA, CMC, Citygate President Mr. DeRoos has 30 years' experience as a consultant to local government, preceded by five years as an assistant to the City Administrator. He earned his undergraduate degree in Political Science / Public Service (Phi Beta Kappa) from the University of California, Davis, and he holds a Master of Public Administration degree from the University of Southern California. Prior to becoming a Principal in Citygate in 1991, he was a Senior Manager in the local government consulting division of Ernst & Young. Mr. DeRoos is responsible for ensuring that the project is conducted smoothly and efficiently within the schedule and budget allocated and that project deliverables meet the highest quality standards. """ •S•e•c•ti•o•n•3--P•r•o•je•c•t•T•e•a•m-------------------------p•a11ge-1•8 ~JR•!t'!\l~m;,¾~ City of Carlsbad, CA Proposal to Refresh t he 2017 Citygate SOC Study and Analyze Ambulance Operations SECTION 4-COST PROPOSAL 4. 1 PROJECT FEES Citygate's charges are based on actual time spent by the consultants at their established billing rates, plus reimbursable expenses incurred in conjunction with travel, and a five percent administrative fee for printing, clerical, and support services related to the engagement. Citygate will undertake this study for a "not-to-exceed" total cost based on the proposed project Work Plan, scope of work, and schedule as presented in the following table. Any additional work outside the scope of services described in this proposal, as mutually agreed to in writing as a change order, will be billed at the hourly rate of the respective consultant(s), including any reimbursable expenses plus a five percent administrative fee. Project Cost Summary Consulting Fees of Reimbursable Administration Total Citygate Item Project Team Expenses (5% of Hourly Fees) Project Amount Core Project $56,100 $4,773 $2,805 $63,678 Optional Geographic $1 1,320 $0* $566 $11,886 Mapping Analysis Optional Traffic $4,190 $13,000 $210 $17,400 Congestion Analysis Total with Options $71 ,610 $17,773 $3,581 $92,963 • Our cost proposal assumes that the City possesses the appropriate GIS data for fire unit time-over-distance modeling. However, if street data is not available that includes the attributes necessary for the geographic computer model to route fire apparatus at appropriate speeds over the City's road network, including one-way streets and freeway interchange directions, Citygate will have to purchase the required streets and speed data from a private GIS data vendor at an additional cost of $1,870. •• This is the cost to purchase the GIS data with traffic congestion from a private GIS data vendor. This cost is in lieu of the $1,870 base GIS mapping data cost. This cost proposal reflects Citygate's best effort to be responsive to the City's needs at a reasonable cost. If the proposed scope of work and/or costs are not in alignment with the Department's needs or expectations, Citygate is open to discussing modification of the proposed scope of work and associated costs. Our price quote is effective for 60 days from the date of receipt of this proposal and includes one (1) draft review cycle as described in Task 5 of the Work Plan, to be completed by Citygate and the Department within 30 calendar days of the Department receiving the Draft Report. Additional Draft Report cycles or processing delays requested by the Department would be billed in addition to the contracted amount at Citygate's time and materials rates. When changes are agreed upon, Citygate will provide the Final Report in reproducible .PDF format. The Draft Report will be ··n ·· .s.e.c.ti·o·n·4-C--o·s·t .P.ro·p·o·s·a·l-------------------------·pa.gllle-19.\'-!mll~/W~flm,,~~ City of Carlsbad, CA Proposal to Refresh the 2017 Citygate SOC Study and Analyze Ambulance Operations considered to be the Final Report if there are no suggested changes within 30 days of the delivery of the Draft Report. Should the City decide to delay the final presentations in Task 6 after acceptance of the final work products, Citygate will accommodate such a request, but will charge two administrative hours per month to keep the project in suspense until the presentations are delivered. If this causes the billing to exceed the contracted amount, the Department will be billed for the additional hours above the contracted amount. 4.2 STANDARD HOURLY BILLING RATES Citygate's hourly rates are as follows: Classification Rate Consultant Citygate President $225 per hour David DeRoos Public Safety Principal / Project Director $250 per hour Stewart Gary Fire & Emergency Services Specialist $215 per hour Michael Dyer Fire Services Specialist $195 per hour Michael Samuels Geo-Mapping Specialists $215 per hour CentralSquare Statistical Specialist $195 per hour Michael Fay Report Project Administrator $125 per hour Various Administrative Support $ 95 per hour Various 4.3 BILLING SCHEDULE We will bill monthly for time, reimbursable expenses incurred at actual costs (travel), plus a five percent (5%) administration charge in lieu of individual charges for copies, phone, etc. Our invoices are payable within thirty (30) days. Citygate's billing terms are net thirty (30) days plus two percent (2%) for day thirty-one (31) and two percent (2%) per month thereafter. Our practice is to send both our monthly status report and invoice electronically. If we are selected for this project, we will request the email for the appropriate recipients of the electronic documents. Hard copies of these documents will be provided only upon request. We prefer to receive payment via ACH transfer, if available. We request that ten percent (10%) of the project cost be advanced at the execution of the contract, to be used to offset our start-up costs. This advance would be credited to our last invoice. ..n·· •S•e•c•ti•o•n•4-C-•o•s•t•P•r•o•p•o•s•al------------------------•p•a•ge_2.o gm•~,'!l}.~'i!t..~~ APPENDIX A CODE OF ETHICS """ OIQI[ 11.\'l(llltl. UC ----------------••tt1atui-c,un1(U CODE OF ETHICS CLIENTS l. We will serve our clients with integrity, competence, and objectivity. 2. We will keep client information and records of client engagements confidential and will use proprietary client information only with the client's permission. 3. We will not take advantage of confidential client information for ourselves or our firms. 4. We will not allow conflicts of interest which provide a competitive advantage to one client through our use of confidential information from another client who is a direct competitor without that competitor's permission. ENGAGEMENTS 5. We will accept only engagements for which we are qualified by our experience and competence. 6. We will assign staff to client engagements in accord with their experience, knowledge, and expertise. 7. We will immediately acknowledge any influences on our objectivity to our clients and will offer to withdraw from a consulting engagement when our objectivity or integrity may be impaired. FEES 8. We will agree independently and in advance on the basis for our fees and expenses and will charge fees and expenses that are reasonable, legitimate, and commensurate with the services we deliver and the responsibility we accept. 9. We will disclose to our clients in advance any fees or commissions that we will receive for equipment, supplies or services we recommend to our clients. PROFESSION I 0. We will respect the intellectual property rights of our clients, other consulting firms, and sole practitioners and will not use proprietary information or methodologies without permission. 11. We will not advertise our services in a deceptive manner and will not misrepresent the consulting profession, consulting firms, or sole practitioners. 12. We will report violations of this Code of Ethics. The Council of Consulting Organizations, Inc. Board of Directors approved this Code of Ethics on January 8, 1991. The Institute of Management Consultants (IMC) is a division of the Council of Consulting Organizations, Inc. Code of Ethics """ Of«ifll( ll.lWl!tl. ll( ------------------------------------•1•1a1uu1,c,\lttutt APPENDIX B CITYGATE PROJECT TEAM RESUMES .. n·· ---------------~!\,~.~/!}.~ CITYCATE ASSOCIATES, LLC STEWART W. GARY, MPA Mr. Gary was, until his retirement, the Fire Chief of the Livermore-Pleasanton Fire Department. Now in his 48th year in the Fire Service, Mr. Gary began as a volunteer and worked his way up through the ranks, including his service as a Paramedic for five years. Mr. Gary started his career with the City of Poway in San Diego County, attaining the rank of Battalion Chief I Fire Marshal. He subsequently served as the Administrative Battalion Chief for the Carlsbad Fire Department in San Diego County. He was appointed Fire Chief for the City of Livermore, California in January 1994, and two years later, he successfully facilitated the peer- to-peer merger of the Livermore and Pleasanton Fire Deprutments into one seamless 10-company department from which he retired as Chief. This successful consolidation was awarded the esteemed Helen Putnam Award for Excellence by the California League of Cities in 1999. Mr. Gary has both a bachelor's and master's degree in Public Administration from San Diego State University. He holds an associate degree in fire science from Miramar Community College in San Diego and a certificate in fire protection administration from San Diego State, and he has attended hundreds of hours of seminar course work in fire protection. Mr. Gary has served in elected professional positions, including: President, California League of Cities, Fire Chiefs Department; and Chairperson, San Diego County Paramedic Agencies. He has been involved in progressive responsibility for creating or implementing fire protection policy on the local, state, and national levels. He has served as a board member representing cities on the California Office of Emergency Services-FIRESCOPE Board and served two terms as the fire chief representative on the California League of Cities Board of Directors. Mr. Gary served on the Livermore School District Board and served as an elected official on the City of Livermore City Council. Current Consulting Experience Includes: Since starting his consulting career with Citygate Associates in 2001 , Chief Gary has successfully worked on, managed, or directed over 300 consulting projects. Some of the highlights and recent projects include: ♦ Served as Public Safety Principal and Project Director to perform a Standards of Coverage study update, management staffing assessment, and Strategic Plan for the City of Carlsbad Fire Department. ♦ Served as Project Director for Citygate's Standards of Coverage study for the City of San Diego, California. ♦ Served as Public Safety Principal and Project Director for a Standards of Coverage update for the San Diego Fire-Rescue Department. ♦ Served as Public Safety Principal to conduct a Standards of Coverage assessment and Master Plan update for the Chino Valley Independent Fire District. ♦ Served as Project Director for a Fire Department Strategic Plan and Standards of Coverage study for the City of Corona, California, which included all facets of fire and non-fire operations, including, but not limited to, fire prevention, fire administration, emergency medical services, fire investigation, fire training, disaster preparedness, hazardous materials, administrative support positions, .. n .. Citygate Project Team Resumes page 1 Olliftll 111srom uc -------------------------------------IIIIIIIHIUl\lh I\ information systems, capital facilities and apparatus, Fire Department fees, regional issues, and fire public education. ♦ Served as Public Safety Principal for a limited fire station review on Stations #1 and #6 for the City of Encinitas, California. ♦ Served as Public Safety Principal and Project Director for a fire department Standards of Coverage plan for the City of San Marcos. ♦ Served as Project Director and Standards of Coverage Specialist for Citygate's regional fire services deployment study for the County of San Diego, including 57 fire agencies in the County region. Citygate outlined a process designed to establish a blueprint for improving the County's regional fire protection and emergency medical system. ♦ Currently serving as Public Safety Principal / OCF A Project Manager for a service level assessment of the Orange County Fire Authority's Field Deployment services utilizing the Standards of Coverage methodology. This was one of five as-needed organizational service level assessments of operations for Orange County Fire Authority as part of a Master Services Agreement. ♦ Served as Project Manager for a Standards of Coverage planning analysis for the City of Vista. This study also involved a financial review and an update of impact fees. ♦ Served as Public Safety Principal for a fire services deployment study for the City of San Bernardino, California. ♦ Served as Public Safety Principal and Project Director for a fire department organizational review for the San Jose Fire Department. ♦ Served as Public Safety Principal and Project Director for a regional fire services Standards of Coverage analysis and a capacity constraint analysis for the Ventura County Fire Protection District. ♦ Served as Public Safety Principal and Project Director for a Standards of Coverage study for the City of Sacramento that included a review of options for ambulance deployment based in the Fire Department. Other Relevant Non-Citygate Experience Includes: ♦ In 2002, Mr. Gary led a seminar that taught the Standards of Coverage (SOC) methodology to members of the Clark County Fire Department. ♦ In 2005 and into 2006, Mr. Gary coached, assisted and initially drafted the Clark County Fire Department Rural SOC documents. He advised County GIS on how to prepare the necessary mapping and response statistics analysis. He then coached the project manager on collecting risk assessment information on each rural area, which he then wove into an integrated draft set of risk statements and proposed response policies for each rural area. ♦ In 2000, Mr. Gary was the lead deployment consultant on a team that developed a new strategic plan for the San Jose Fire Department. The final plan, which used the accreditation system methods and Standards of Coverage tools, was well ··n·· Citygate Project Team Resumes page 2 Olllllll nmonID. uc -------------------------------------lrll l l'!tltlH\llt,tO received by the Department and City Council, which accepted the new strategic plan on a 9-0 vote. ♦ In 1996, Mr. Gary successfully studied and then facilitated the peer-to-peer merger of the Livermore and Pleasanton Fire Departments into one seamless I 0- company department for which he served as Chief. The LPFD represents one of the few successful city-to-city fire mergers in California. The LPFD consisted of 128 total personnel with an operating budget for FY 00/01 of$ l 8M. Service was provided from eight stations and a training facility, and two additional stations were under construction. ♦ In 1995, Mr. Gary began working with the International Association of Fire Chiefs and International City Management Association Accreditation project on the Standards of Coverage system for fire service deployment. He re-worked the material into a California manual and annually taught a 40-hour course for the California Fire Academy for many years. He conducts seminars on this deployment methodology for the International Fire Chiefs across the United States and Canada. ♦ In 1994, Mr. Gary effectively led the Fire Department's adding of paramedic firefighters on all engines to increase service. Previously the Alameda County regional system was under-serving Livermore, and the local hospital emergency room was closing. Residents and the City Council approved a local EMS supplemental property tax assessment (successfully re-voted after Proposition 218) to help pay for this increased service. In 1995, Mr. Gary assisted the City Council and the firefighters union in reaching a new understanding on staffing, and a fifth Fire Company was added to better serve the northwest area of Livermore. ♦ During his tenure in Carlsbad, he successfully master-planned and opened two additional fire stations and developed the necessary agreements between the development community and the City Council. ♦ Mr. Gary has developed fire apparatus replacement plans; procured fire apparatus; supervised the development of community disaster preparedness and public education programs; facilitated permit streamlining programs in the Fire Prevention and Building Departments; improved diversity in the Livermore fire department by hiring the first three female firefighters in the City; supervised the Livermore City Building Department, including plan check and inspection services for two years; and master-planned future growth in the north Livermore area for an additional 30,000 people in a "new town" area. ♦ Mr. Gary facilitated a successful regional dispatch consolidation between Poway and the City of San Diego Fire Department. He developed and implemented fire department computer records systems for Carlsbad and Livermore. ♦ Mr. Gary has been a speaker on the proper design of information systems at several seminars for Fire Chiefs, the California League of Cities, and the Fortune I 00. He has authored articles on technology and deployment for national fire service publications. ··n·· Citygate Project Team Resumes page 3 <llllflll 11119(ffllU. uc -------------------------------------llfl1•1f"l(1\(l'llH\ ♦ Mr. Gary is experienced as an educator in teaching firefighting, paramedicine, and citizen CPR programs. As a community college instructor, he taught management and fire prevention. He has been an instructor for State Fire Training and the San Diego Paramedic program. Instructor and Lecturer: ♦ Instructor and lecturer on fire service deployment for the Commission on Fire Accreditation Standards of Coverage methodology. Over the last five years, Mr. Gary has presented one-day workshops across the US and Canada to fire chiefs. Presentations have included: ► The International Association of Fire Chiefs Convention ► US Navy Fire Chiefs in Norfolk, Virginia ► US Air Force Fire Chiefs at the USAF Academy, Colorado Springs, Colorado ► Seattle-area Fire Chiefs ► Vancouver British Columbia Fire Chiefs Association ► The Michigan/Indiana Fire Chiefs Association School at Notre Dame University ► The California Fire Training Officers annual workshop ♦ Developed and taught the 40-hour course in fire deployment methods for the California Fire Academy for seven years. Over 250 fire officers have been trained in this course. Presentations: ♦ "Mapping the Future of Fire." First ever fire service technology conference, October 2000, Dallas, Texas. Outlined fire service needs, especially for GIS mapping and mobile data technologies in the fire service. Publications: ♦ Edited, partially wrote, and co-developed the second, third, and fourth editions of the Commission on Fire Accreditation Standards of Response Cover Manual. ♦ Fire Chief Magazine article. February 2001, "System of Cover." Using the Accreditation Commission's Standards of Response Cover systems approach for deployment. ♦ Fire Chief Magazine article. December 2000, "Data to Go." Designing and implementing wireless data technologies for the fire service. ..n·· Citygate Project Team Resumes page 4 Clll'Jlllf 11\19Clllli uc -------------------------------------IIIIIIIIHll(tHf, U CJTYGATE ASSOCIATES, LLC MICHAEL W. DYER, MP A 1n his more than 36 years in public safety, Fire Chief Michael W. Dyer has served as an ocean lifeguard specialist, Firefighter, Firefighter Paramedic, Firefighter Specialist, Fire Captain, Battalion Chief, Assistant Fire Chief, Deputy Chief, and Chief Deputy in the Los Angeles County Fire Department. He recently retired as Fire Chief of the Santa Barbara County Fire Department. Chief Dyer previously held the number two ranking position in the Los Angeles County Fire Department. He is certified as a hazardous materials specialist and Paramedic, and he achieved the certification of Fire Chief from the California State Fire Marshal. He holds a bachelor's degree in physical education and a master's degree in public administration from California State University, Northridge. Chief Dyer has also completed the Executive Leaders Program at the Naval Postgraduate School. Chief Dyer has also served on several statewide committees; he served on the California Joint Apprenticeship Management Board, as chair of CAL FIRE Contract Counties, and as chair of the FIRESCOPE Board of Directors. Current Consulting Experience Includes: ♦ Currently serving as Fire and Emergency Services Specialist for a service level assessment of the Orange County Fire Authority's Executive Leadership Team and Human Resources functions to ascertain the efficiency and effectiveness of leadership and personnel operations and ensure compliance with policies/procedures, best practices, and regulatory agencies. This is one of five as- needed organizational service level assessments of operations for Orange County Fire Authority as part of a Master Services Agreement. ♦ Currently serving as Fire and Emergency Services Specialist to assist with a comprehensive and neutral external review of the Woolsey Fire Incident on behalf of the Los Angeles County Office of Emergency Management. ♦ Served as Fire Services Specialist to conduct a fire services Standards of Coverage analysis for the Alameda County Fire Department. ♦ Served as Fire Services Specialist to conduct a fire communications center and lifeguard dispatch review. Citygate performed a fire dispatch merger feasibility study for the San Diego Fire-Rescue Department with the Heartland Communications Facility Authority and North County Dispatch Joint Powers Authority, along with a parallel feasibility study of merging lifeguard dispatch with San Diego fire dispatch. ♦ Served as Fire District Services Specialist to conduct a regional fire services Standards of Coverage analysis and a capacity constraint analysis for the Ventura County Fire Protection District. Relevant Experience and Achievements Include: Santa Barbara Fire Department, Fire Chief (2009-2015, 2018-2019) Oversaw technical direction of all fire operations, including fire suppression, emergency medical services, fire prevention, budget, personnel, administration, and strategic planning. ..n .. Citygate Project Team Resumes page 5 oran lll)i(mUI. U< -------------------------------------llllllllHl10\IO U ♦ Served in the following areas as Fire Chief: ► Santa Barbara County Operational Area Coordinator ► FIRESCOPE Board of Directors ► California JAC Management Committee ► California Contract Counties Vice-Chair ► California Fire Agreement Consortium Los Angeles County Fire Department, Chief Deputy (2006-2009) ♦ Business Operations (2006-2007 and 2008-2009) Oversaw the half of the Department related to business operations, consisting of three major Department bureaus and two executive divisions, including the Prevention Bureau, the Administrative Bureau, the Support Services Bureau, the Planning Division, and the Organizational Development Division. ♦ Emergency Operations (2007-2008) Oversaw the half of the Depmtment related to emergency operations, consisting of the four operations bureaus and one executive division, including Special Operations, the East Regional Operations Bureau, the Central Regional Operations Bureau, the North Regional Operations Bureau, and the Risk Management Division. Los Angeles County Fire Department, Deputy Chief (2002-2006) ♦ Support Services Bureau (2005-2006) This bureau consisted of three administrative divisions, including the Materials Management Division, the Fleet Services Division, and the Construction and Maintenance Division. These divisions are responsible for Department-wide apparatus maintenance and acquisition, facility maintenance, and new construction, as well as warehouse operations, contracts, and procurement of commodities and services. ♦ North Regional Operations Bureau (2004-2005) This bureau consisted of three operations field divisions, including the Air and Wildland Division. These divisions include the Air Operations Section, the Heavy Equipment Section, Fire Suppression Camps, four field battalions, and 34 fire stations. ♦ Special Operations Bureau (2002-2004) This bureau consisted of three administrative divisions encompassing Department-wide operations in EMS, Training, USAR, Hazmat, Homeland Security, Dispatch Communications, Air Operations, Fire Suppression Camps, and Firefighter Wellness/Fitness. ··n .. Citygate Project Team Resumes page 6 Clll'.illn lll)9CJm. uc -------------------------------------1•11.111"110\IOUO Los Angeles County Fire Department, Assistant Fire Chief (2000-2002) ♦ Division VII This division consisted of three field battalions, 23 fire stations, seven cities, and the unincorporated areas of Universal Studios, Topanga Canyon, Marina Del Rey, Ladera Heights, Athens, and Lennox Los Angeles County Fire Department, Battalion Chief (1998-2000) ♦ Served on Battalion 16 and Battalion l ♦ Served as an Acting Assistant Fire Chief in Division VII ♦ Served as Deputy Operations Section Chief on Incident Management Team 6A Los Angeles County Fire Department, Fire Captain (1993-1998) ♦ Served in various assignments to an engine, truck company and hazardous material squad in the Cities of West Hollywood, Topanga, Malibu, Altadena, Carson, and Santa Clarita. Los Angeles County Fire Department, Firefighter Specialist (1990-1993) ♦ Fire Prevention Inspector ♦ Conejo Valley Firefighter of the Year (1993) Los Angeles County Fire Department, Firefighter I Firefighter Paramedic (1986-1990) Los Angeles County Fire Department, Ocean Lifeguard Specialist (1984-1986) Los Angeles County Fire Department, Ocean Lifeguard Recurrent (1978-1984) Education and Training ♦ 2008 -Naval Post Graduate School, Executive Leaders Program ♦ 2005 -Los Angeles County CAO, Bureau Chief Executive Leadership ♦ 2001 -Martin Gang Institute, Interpersonal Dynamics ♦ 2000 -California State University, Northridge, Master of Public Administration ♦ 1991 -Oxnard College, Associates of Arts -Fire Technology ♦ 1981 -California State University, Northridge, Bachelor of Arts -Physical Education Certifications ♦ State Fire Marshal Certified Chief Officer ♦ State Fire Marshal Certified Hazardous Material Specialist ♦ State Fire Marshal Certified Fire Officer ♦ Various Incident Command Certifications Professional Associations ♦ International Association of Fire Chiefs .. n·· Citygate Project Team Resumes page 7 (Jf(jftJt ft11'i'(Jfllli u< -----------------------------------••t•f•IIHllfUh 11 ♦ California Fire Chiefs Association ♦ National Fire Protection Association ♦ Southern California Association of Foresters and Fire Wardens ♦ American Society for Public Administration Awards ♦ 2004 National Association of Counties Achievement Award winner for development of a comprehensive helicopter water source directory ♦ 2004 Los Angeles County Productivity Commission Award of Merit recognition for joint Fire Department I Animal Care and Control Large Animal Rescue Program (Project Manager) ♦ 2004 Los Angeles County Productivity Commission Award for Best Interagency Cooperation, with Animal Care and Control, California Highway Patrol, and Los Angeles County Sheriff ""'" Citygate Project Team Resumes page 8 Ofljftll IIIWOffffl. ll< -------------------------------------fill CIJIUIIU\fltttO CtTYGATE ASSOCIATES, LLC MICHAEL SAMUELS With over 32 years in the fire service, Chief Samuels' experience is varied and vast. He has an extensive background in both line and management functions. During the course of his career, he has served at nearly every rank in the Corona Fire Department: Firefighter, Engineer, Captain, Battalion Chief, and Deputy Chief. As a line officer, he has responded to many incidents where he operated at both a tactical and strategic level. As a staff officer, he has served as the Emergency Medical Services Chief and Deputy Fire Chief. His staff experience includes management of the budget process, discipline and labor relations, and oversight of the Training and EMS Divisions, facilities, communications, and fleet. Current Consulting Experience Includes: ♦ Currently serving as Fire Services Specialist for a service level assessment of the Orange County Fire Authority's Emergency Medical Services Department to ensure the Department and its staffing and suppo11 tools can provide the needed patient care quality oversight in light of a recent reorganization. This was one of five as-needed organizational service level assessments of operations for Orange County Fire Authority as part of a Master Services Agreement. ♦ Currently serving as Fire Services Specialist to assist with a comprehensive and neutral external review of the Woolsey Fire Incident on behalf of the Los Angeles County Office of Emergency Management. Professional Experience: ♦ City of Corona, CA (1987-2017) ► Deputy Chief (2014-201 7) ► Battalion Chief (2003-2014) ► Fire Captain (1996-2003) ► Fire Engineer ( 1990-1996) ► Firefighter ( 1988-1990) ► Firefighter Apprentice ( 1987-1988) ♦ Santa Ana College-Santa Ana, CA (199~Present) ► Fire Technology Instructor (1996-2013) ► Fire Academy Instructor (2002-Present) Co-Lateral Assignments: ♦ Strike Team Leader -Type l and 3 Deployments ♦ Strategic Plan Manager ♦ Emergency Medical Services Division Manager ♦ Training Division Manager ♦ Hazardous Materials Division Manager ♦ Safety Committee Member ""'" Citygate Project Team Resumes page 9 CIIQit Illl9Cllllli uc -----------------------------------llltl•tOOt \ttt fll ♦ Uniform Committee Member Education and Certification: ♦ Bachelor of Science degree in Fire Protection Administration -California State University, Los Angeles (2013) ♦ Certificate in Hazardous Materials Management -University of California, Riverside (1996) ♦ Associate degree in Fire Technology -Santa Ana College (1987) ♦ California Fire Service Training and Education System ► Fire Officer (1996) ► Hazardous Materials Specialist (1994) ► Hazardous Materials Technician ( 1990) ► Rescue Systems I (1988) ► Firefighter I and II (1988) Achievements: ♦ Firefighter of the Year, 2001 ♦ Firefighter of the Quarter, 200 l ♦ Co-Founder of the Corona Public Safety Foundation, 1996 ♦ Medal of Valor Winner, 1994 ♦ Firefighter of the Quarter, 1988 ♦ Former Member, Corona Firefighter's Association Executive Board ♦ Developed and A uthored a Minority Recruitment Report ♦ Former Member, Emergency Medical Services Task Force ··n·· Citygate Project Team Resumes page 10 OIQlt m 1nm. uc -----------------------------------l•lltlll"ll'' IOHI\ SUBCONTRACTOR MICHAEL D. FAY Michael D. Fay has over 30 years' experience serving as a firefighter, EMS director, educator, consultant, and publisher. Relevant Experience: ♦ President of Animated Data, Inc., the designer and publisher of StatsFD, formerly NFIRS 5 Alive. Using standard StatsFD and raw CAD datasets, StatsFD quickly performs diagnostic analysis of fire department operations. Outputs are designed for both live and printed presentations. ♦ Director of End2End Inc., publisher of FirePoint RMS Systems for fire departments. Products of the firm include 40 single-user and multi-user client server modules. Mr. Fay is responsible for RMS product development. ♦ Senior Associate of Firepro Inc., a fire consulting firm specializing in fire safe building design, forensic reconstruction, and fire department consulting services. Mr. Fay directed fire scene documentation and reconstruction of dozens of large loss fires and co-authored management studies for several city fire departments. ♦ Assistant Superintendent and Program Chair for Management Technology at the National Fire Academy, Federal Emergency Management Agency (FEMA). The mission of the National Fire Academy is to enhance the nation's fire protection services through the development and delivery of specialized programs for fire service managers, trainers, and technicians. Mr. Fay directed delivery of management training courses in the Resident Programs Division, and he developed and delivered executive development training courses for chief officers of larger departments. He also established the National Fire Academy's microcomputer laboratory. Mr. Fay authored two college-level courses on the use of computer technology in the fire service and was responsible for the development and delivery of a national teleconference on management applications for fire service computers. ♦ Field Coordinator, International Association of Fire Chiefs Apprenticeship Program. The IAFC/IAFF Apprenticeship Program developed personnel resources through the establishment of performance standards and local programs of training. Mr. Fay traveled to fire departments nationally to help resolve obstacles to the implementation of enhanced firefighter, emergency medical technician (EMT), and paramedic training programs and contributed to the development and adoption of national standards for firefighters and EMTs. ♦ Director, Emergency Medical Services and Firefighter for the Amherst, MA Fire Department. Mr. Fay was responsible for EMS operations, supervision of EMS personnel, budget preparation, and public information programming. He also served as a line firefighter. Education: ♦ BA, University of Massachusetts .. n·· Citygate Project Team Resumes page 11 011itllt llll9Clam. uc -------------------------------------ltllll•IHIIO\IOHU CITYGATE ASSOCIATES, LLC DAVID C. DEROOS, MPA, CMC Mr. DeRoos is the President of Citygate Associates, LLC and former Deputy Director of the California Redevelopment Association. He earned his undergraduate degree in political science / public service (Phi Beta Kappa) from the University of California, Davis, and he holds a master's degree in public administration from the University of Southern California. Mr. DeRoos has over five years of operational experience as a local government administrator in land use planning, budgeting, and personnel and 30 years of consulting experience performing operations and management reviews of local government functions. Prior to joining Citygate in 1991, he was a Senior Manager in the State and Local government consulting division of Ernst & Young. Relevant Experience Includes: ♦ For all Citygate projects, Mr. DeRoos reviews work products and is responsible for ensuring that each project is conducted smoothly and efficiently within the schedule and budget allocated and that the project deliverables are in conformance to Citygate's quality standards. ♦ Served in an oversight capacity for a Standards of Coverage study update, management staffing assessment, and Strategic Plan for the City of Carlsbad Fire Department. ♦ Served in an oversight capacity for Citygate's Standards of Coverage study for the City of San Diego, California. ♦ Served in an oversight capacity for a Standards of Coverage update for the San Diego Fire-Rescue Department. ♦ Served in an oversight capacity to conduct a Standards of Coverage assessment and Master Plan update for the Chino Valley Independent Fire District. ♦ Served in an oversight capacity for a Fire Department Strategic Plan and Standards of Coverage study for the City of Corona, California, which included all facets of fire and non-fire operations, including, but not limited to, fire prevention, fire administration, emergency medical services, fire investigation, fire training, disaster preparedness, hazardous materials, administrative support positions, information systems, capital facilities and apparatus, Fire Department fees, regional issues, and fire public education. ♦ Served in an oversight capacity for a limited fire station review on Stations #1 and #6 for the City of Encinitas, California. ♦ Served in an oversight capacity for a fire department Standards of Coverage plan for the City of San Marcos. ♦ Served in an oversight capacity for Citygate's regional fire services deployment study for the County of San Diego, including 57 fire agencies in the County region. Citygate outlined a process designed to establish a blueprint for improving the County's regional fire protection and emergency medical system. ♦ Currently serving in an oversight capacity for a service level assessment of the Orange County Fire Authority's Field Deployment services utilizing the ··n·· Citygate Project Team Resumes page 12 arn.,n ~Iii u< ------------------------------------••111111,ououn,11 Standards of Coverage methodology. This was one of five as-needed organizational service level assessments of operations for Orange County Fire Authority as part of a Master Services Agreement. ♦ Served in an oversight capacity for a Standards of Coverage planning analysis for the City of Vista. This study also involved a financial review and an update of impact fees. ♦ Served in an oversight capacity for a fire services deployment study for the City of San Bernardino, California. ♦ Served in an oversight capacity for a fire department organizational review for the San Jose Fire Department. ♦ Served in an oversight capacity for a regional fire services Standards of Coverage analysis and a capacity constraint analysis for the Ventura County Fire Protection District. ♦ Served in an oversight capacity for a Standards of Coverage study for the City of Sacramento that included a review of options for ambulance deployment based in the Fire Department. Mr. DeRoos is a member of several professional and civic associations. He has taught for the UC Davis Extension College and for graduate classes in public administration, administrative theory, and labor relations for Golden Gate University and non-profit and association management for the University of Southern California. He speaks and trains frequently on the topic of Leadership, Character, and Values and has also been a speaker for the American Planning Association (AP A), written for the California APA newsletter and the California Redevelopment Journal, and has been a speaker on redevelopment, base closures, and related issues across the US. Mr. DeRoos holds a certificate in public sector labor management relations from UC Davis and is a Certified Management Consultant (CMC). ..n·· Citygate Project Team Resumes page 13 Of(JftJ! IIWi'(ffllll U< ------------------------------------••·11,111uu,,o.n CITYG-1 OPID: DC ACORD~ CERTIFICATE OF LIABILITY INSURANCE I DATE (MMIDDIYYYY) ~ 10/28/2019 THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER, AND THE CERTIFICATE HOLDER. IMPORTANT: If the certificate holder Is an ADDITIONAL INSURED, the pollcy(les) must be endorsed. If SUBROGATION IS WAIVED, subject to the terms and conditions of the pollcy, certain pollcles may require an endorsement. A statement on this certificate does not confer rights to the certificate holder In lleu of such endorsement{s). PRODUCER ~~~cT Cummins Insurance Agency Cummins Insurance Agency, Inc. rA~t~o Erti:916-961-6000 I INC Nol: 916-961-3046 License # OC42488 4401 Hazel Avenue, Suite 110 ~~~ss: debbieclll>cum m insinsurance.com Fair Oaks, CA 95628 NAICi Cummins Insurance Agency, Inc INSURER(S) AFFORDING COVERAGE INsuRERA: Sentinel Insurance Company Ltd 11000 INSURED Citygate Associates, LLC INsuRER B: Hartford Ins Co of the MidW 37478 David Deroos INsuRERc: Landmark American Ins. Co. 33138 600 Coolidge Drive, Suite 150 Folsom, CA 95630 INSURERD: INSURERE: INSURERF: COVERAGES CERTIFICATE NUMBER: REVISION NUMBER: THIS IS TO CERTIFY THAT Tl-iE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO Tl-iE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. INSR TYPE OF INSURANCE POLICY NUMBER IMMlBoTvWvi IM MIDDSmYI LIMITS LTR ,.,.,n •••un A X COMMERCIAL GENERAL LIABILITY EACH OCCURRENCE $ 2,000,00C -□ CLAIMS.MADE ~ OCCUR X X 57SBAAZ1255 07/15/2019 07/15/2020 PREMISES IE~~~~u~~encel $ 1,000,00(1 X Primary/Non-Contr MED EXP (Any one person) $ 10,00(1 - PERSONAL & ADV INJURY $ 2,000,00(1 - GEN'L AGGREGATE LIMIT APPLIES PER GENERAL AGGREGATE $ 4,000,00(1 ~ ~PRO-□LOC PRODUCTS-COMP/OP AGG $ 4,000,00(1 POLICY JECT OTHER. $ ✓ AUTOMOBILE LIABILITY COMBINED SINGLE LIMIT $ 2,000,00(1 (Ea accidentl -A ANY AUTO X X 57SBAAZ1255 07/15/2019 07/15/2020 BODILY INJURY (Per person) $ -ALL OWNED ~ SCHEDULED BODILY INJURY (Per accident) $ -AUTOS x AUTOS X NON-OWNED PROPERTY DAMAGE $ HIRED AUTOS AUTOS (Per accident\ -,__ $ X UMBRELLA LIAB HOCCUR EACH OCCURRENCE $ 4,000,00(1 -4,000,00(1 A EXCESS LIAB CLAIMS-MADE X 57SBAAZ1255 07/15/2019 07/15/2020 AGGREGATE $ / OED I X I RETENTION$ 10,000 $ WORKERS COMPENSATION XI STATUTE I I ERn-AND EMPLOYERS' LIABILITY B YIN X 57WECEU6620 10/01/2019 10/01/2020 1,000,000 ANY PROPRIETOR/PARTNER/EXECUTIVE [!] EL. EACH ACCIDENT $ OFFICER/MEMBER EXCLUDED? NIA 1,000,00(1 (Mandatory In NH) EL DISEASE -EA EMPLOYEE $ If yes, describe under EL. DISEASE -POLICY LIMIT $ 1,000,00(1 DESCRIPTION OF OPERATIONS below C Professional Lia. LHR774429 02/14/2019 02/14/2020 aggregate 2,000,00(1 / E&O occur 2,000,00(1 DESCRIPTION OF OPERATIONS I LOCATIONS I VEHCLES (ACORD 101, Additional Remarks Schedule, may be attached If more space 11 required) Additional Insured: per attached City of Carlsbad, its officers, agents and employees CERTIFICATE HOLDER CANCELLATION CITYCAR SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN City of Carlsbad ACCORDANCE WITH 'THE POLICY PROVISIONS. 2560 Orion Way AUTHORIZED REPRESENTATIVE Carlsbad, CA 92008 [}$ {~e,f,,..._-~ I @ 1988-2014 ACORD CORPORATION. All rights reserved. ACORD 25 (2014/01) The ACORD name and logo are registered marks of ACORD THIS ENDORSEMENT CHANGES THE PJLICY. PLEASE READ IT CAREFULLY. WAIVER OF OUR RIG~ T TO RECOVER FROM OTHERS ENDORSEPIENT -CALIFORNIA Policy Number: 57 WEC EU662O Endorsement Number: Effective Date: 10/01/19 Effective hour is the same ai stated on the Information Page of the policy. Named Insured and Address: CITYGP.TE ASSOCIATES, ILC 600 CO•)LIDGE DR STE 15) FOLSOL1 CA 95630 We have the right to recover our paymerts from anyone liabli for an injury covered by this policy. We will not enforce our nght against the person or organization named in the Schldule. (This agreement applies only to the extent that you ~rform work under a written contract tha requires you to obein this agreement from us.) You must maintain payroll records accur1tely segregating thE remuneration of your employees while engaged in the work described in the Schedule. The additional oremium for this endorsenent shall be 2 % ofhe California workers' comoensation memium otherwise due on such remuneration. SCHE>ULE Person or Organization Job Description Any person or organization from whom you are required by witten contract or agreement to obtain this waiver of rights from us (yi:,b;; e.£477:>Tn;'<J Countersigned by -----------:---,-,----,--7=------,--:-:--- Authorized Representative Form WC 04 03 06 (1) Printed in l.S.A. Process Date: 08/22/19 Policy Expiration Date: 10/01/20 Policy Number: 57SBAAZL255 Insured: Citygat~ Associates, LLC Effective Dates: 07 /15/2)19 -07 /15 12020 BUSINESS LIABILl1Y COVERAGE FORM Form SS 00 08 04 05 © 2005,rhe Hartford QUICK REFERENCE BUSINESS LIABILITY COJERAGE FOFM READ YOUR POLICY CAREFULLY BUSINESS LIABILITY COVEFAGE FORM Beginning on Page A. COVERAGES 1 Business Liability 1 Medical Expenses 2 Coverage Extension -Supplemmtary Payments 2 B. EXCLUSIONS 3 C. WHO IS AN INSURED 10 D. LIABILITY AND MEDICAL EXPENSES LIMITS OF INSURANCE 14 E. LIABILITY AND MEDICAL EXPENSES GINERAL CONDITIONS 15 1. Bankruptcy 2. Duties In The Event Of Occmence, Offense, C~im Or Suit 3. Financ~I Responsibility Lavs 4. Legal Action Against Us 5. Separation Of Insureds 6. Representations 7. Other Insurance 8. Transfer Of Rights Of RecO'ery Against Othersro Us F. OPTIONAL ADDITIONALINSURED COVIRAGES Additional Insureds G. LIABILITY AND MEDICAL EXPENSES DIFINITIONS Form SS 00 08 04 05 15 15 16 16 16 16 16 17 18 18 20 BUSINESS LIABILl1Y COVERAGE FORN Various provisiollS in this policy restrct coverage. Read ,e entire policy carefully to determine rights, duties and what is and is not covered. Throughout this policy the words "yc.J'' and "your" refer b the Named Insured shown in the Declarations. The words "we", "us" and "our" refer to the stoc~ insurance companynember of The Hartford providing this insurance. The word "insured" means any persc, or organization qulifying as such under Section C. -Who Is An Insured. Other words and phrases that appear in quotation mark have special meaning. Refer to Section G. -Liability And Medical Expenses Definitions. A. COVERAGES 1. BUSINESS LIABILITY CO1ERAGE (BODILY INJURY, PROPERTY DA~GE, PERSONAL AND ADVERTISING INJURf) Insuring Agreement a. We 1Vi11 pay those suns that the insured becomes legally obli~ated to pay as damages because ci "bodily injury", "property damage" o-"personal and advertising injury" to wiich this insurance apples. We will have tie right and duty to defend the insured igainst any "suit" ---1,;-0 ,a... ............. ...a .... .-... 0 -.... u ...................... , ..... ,.,ill have no duty to defend the insured against any "suit" seeking danages for "bodily injury", "property dama~" or "personal and advertising injury" to wiich this insurance does not apply. We may, at our discret:>n, investigate any "ocaJrrence" or offense ind settle any claim or "suit" that may result. But: (1) The amount we will:>ay for damages is limited as describe:! in Section D. - Liability And Medictl Expenses Limits Of Insurance; and (2) Our right and duty t< defend ends when we have used up t8 applicable limit of nsurance in the pa:ment of judgments, settlements or medicil expenses to which !his insurance applies No other obligation or lia:,ility to pay sums or perfam acts or service! is covered unless explicitly provided for under Coverage Extension -Supplementav Payments. b. This insurance applies: (1) To "bodily injur,' and "property damage" only if: Form SS 00 08 04 05 © 2005Jhe Hartford (a) The "bodily injury" or "property damage" is caused by an "occurrence" that takes place in the "coverage territory"; (b) The "bodily injury" or "property damage" occurs during the policy period; and (c) Prior to the policy period, no insured listed under Paragraph 1. of Section C. -Who Is An Insured and no "employee" authorized by you to give or receive notice of an "occurrence" or claim, knew that the "bodily injury" VI IJIV~ILY Ui:lllli:IYt:: lli:IU V~Ullt::U, in whole or in part. If such a listed insured or authorized "employee" knew, prior to the policy period, that the "bodily injury" or "property damage" occurred, then any continuation, change or resumption of such "bodily injury" or "property damage" during or after the policy period will be deemed to have been known prior to the policy period. (2) To "personal and advertising injury" caused by an offense arising out of your business, but only if the offense was committed in the "coverage territory" during the policy period. c. "Bodily injury" or "property damage" will be deemed to have been known to have occurred at the earliest ti me when any insured listed under Paragraph 1. of Section C. -Who Is An Insured or any "employee" authorized by you to give or receive notice of ai "occurrence" or claim: (1) Reports all, or any part, of the "bodily njury" or "property damage" to us or any other insurer; Page 1 of 24 BUSINESS LIABILITY COVERAGEFORM (2) Receives a written er verbal demand or daim for damages bicause of the "bodily iljury'' or "property danage"; or (3) Becomes aware by a,y other means that 'bodily injury" or "priperty damage" has cccurred or has begu1 to occur. d. Damages because of "l:Ddily injury" include damages claimed by any person or orgaiization for care, bss of services or dea1h resulting at any tine from the "bodily injury". e. Incidental Medical MalIractice (1) 'Bodily injury" arsing out of the rendering of or failure to render professional health :;are services as a physician, dentist, nurse, emergency medical technician x paramedic shall be deemed to I» caused by an 'occurrence", but ony if: (a) The physician dentist, nurse, emergency melical technician or paramedic is enployed by you to provide such se11ices; and {b) You are not engaged in the business or occ1pation of providing such services. (2) For the purpose ,f determining the IIIIIIL.,;) VI llli>UIQll\,c:;;: I\J lllt,,,IUVIII.QI IIIVUl\,,tQI malpractice, any act or omIssIon together with all related acts or omissions in the 11rnishing of these services to any O1e person will be considered one "oce1rrence". 2. MEDICAL EXPENSES Insuring Agreement a. We will pay medical ex~nses as described below for "bodily inju,t caused by an acci:!ent: (1) On premises you ov., or rent; (2) On ways next to pP.mises you own or rent; or (3) Because of your ope-ations; provi:!ed that: (1) The accident takts place in the 'coverage territory' and during the policy period; (2) The expenses are ircurred and reported to us within three Y}ars of the date of !he accident; and (3) The injured peBon submits to Page 2 of24 examination, at ,ur expense, by physicians of our ctoice as often as we reasonably require. b. We will make these payments regardless of faull These payments will not exceed the applicable limit of insurance. We will pay reasonable expenses for: (1) First aid administered at the time of an accident; (2) Necessary medical, surgical, x-ray and dental serv\ces, including prosthetic devices; and (3) Necessary ambulance, hospital, professional nursing and funeral services. 3. COVERI\GE EXTENSION · SUPPLEMENTARY PAYMENTS a. We will pay, with respect to any claim or "suit" we investigate or settle, or any "suir against an insured we defend: (1) All expenses we incur. (2) Up to $1,000 for the cost of bail bonds required because of accidents or traffic law violations arising out of the use of any vehicle to which Business Liability Coverage for "bodily injury" applies. We do not have to furnish these bonds. (3) The cost of appeal bonds or bonds to release attachments, but only for bond amounts within the aoolicable limit of nsurance. We do not have to furnish these bonds. (4) All reasonable expenses incurred by the nsured at our request to assist us in the iwestigation or defense of the claim or "suit", including actual loss of earnings up to $500 a day t>ecause of time off from work. (5) All costs taxed against the insured in the "suit". (6) Prejudgment interest awarded against the insured on that part of the judgment 'Ne pay. If we make an offer to pay the applicable limit of insurance, we will not pay any prejudgment interest based on that period of time after the offer. (7) All interest on the full amount of any ~dgment that accrues after entry of the ~dgment and before we have paid, offered to pay, or deposited in court the part of the judgment that is within the applicable limit of insurance. Any amounts paid under (1) through (7) above will not reduce the limits of insurance. Form SS 00 08 04 05 b. If we defend an insure! against a "suit'' and an indemnitee of tie insured is also named as a party to tie "suit", we will defend that indemnite if all of the following conditions are net: (1) The "suit" against the indemnitee seeks damages for Nhich the insured has assumed the liability of the i11demnitee in a contact or agreement !hat is an "insured cmtract"; (2) This insurance apples to such liability assumed by the insl!ed; (3) The obligation to detrnd, or the cost of the defense of, tha indemnitee, has also been assumedby the insured in the same "insured cmtract"; (4) The allegations in he "suit" and the i11formation we klow about the 'occurrence" are su:h that no conflict appears to exist betveen the interests of the insured and he interest of the i11demnitee; (5) The indemnitee an< the insured ask us to conduct and cmtrol the defense of that indemnitee cgainst such "suit" and agree that we can assign the same counsel to defend the insured mrl thA inrlP.mnitAA" ~nrl (6) The indemnitee: (a) Agrees in writin~to: (I) Cooperate with us in the investigatior, settlement or defense of tie "suit"; (ii) lmmediatelysend us copies of any demmds, notices, summonses or legal papers received in connection with the "suit"; (iii) Notify any oher insurer whose coverage is available to the indemnitee; md (iv) Cooperate with us with respect to ,oordinating other applicable irsurance available to the indermitee; and (b) Provides us with written authorization to: (I) Obtain reords and other information related to the "suit"; and (ii) Conduct 21d control the defense of he indemnitee in such "suit''. Form SS 00 08 04 05 BUSINESS LIABILITY COVERAGE FORM So long as the above conditions are met, attorneys' fees incurred by us in the defense of that indemnitee, necessary litigation expenses incurred by us and necessary litigation expenses incurred by the indemnitee at our request will be paid as Supplementary Payments. Notwithstanding the provisions of Paragraph 1.b.(b) of Section B. - Exclusions, such payments will not be deemed to be damages for "bodily injury" and "property damage" and will not reduce the Limits of Insurance. Our obligation to defend an insured's indemnitee and to pay for attorneys' fees and necessary litigation expenses as Supplementary Payments ends when: (1} We have used up the applicable limit of insurance in the payment of judgments or settlements; or (2) The conditions set forth above, or the terms of the agreement described in Paragraph (6) above, are no longer met B. EXCLUSIONS 1. Applicable To Business Uablllty Coverage This insurance does not apply to: ~ i:-....... ,.. ... ,1 nr ....... ..,,1..,., , ..... , ... , (1} "Bodily injury" or "property damage' expected or intended from the standpoint of the insured. This exclusion does not apply to "bodily injury" or "property damage" resulting from the use of reasonable force to protect persons or property; or (2) "Personal and advertising injury" arising out of an offense committed by, at the direction of or wrth the consent or acquiescence of the insured with the expectation of inflicting "personal and advertising injury''. b. Contractual Liability (1) "Bodily injury" or "property damage"; or (2} "Personal and advertising injury" for which the insured is obligated to pay damages by reason of the assumption of liability in a contract or agreement. This exclusion does not apply to liability for damages because of: (a) "Bodily injury", "property damage" or "personal and advertising injury" that the insured would have in the absence of the contract or agreement; or Page 3 of 24 BUSINESS LIABILITY COVERAGEFORM {b) "Bodily injury" or'property damage" assumed in a co1tract or agreement that is an "1sured contract", provided the ~odily injury" or "property drnage" occurs subsequent to th execution of the contract or agrffiment. Solely for the purpose of l:1bility assumed in an "insured cortract'', reasonable attorneys' fees and necessary litigation expenss incurred by or for a party other thm an insured are deemed to be danages because of "bodily injury'' or 'property damage" provided: (i) Liability to s1ch party for, or for the cost of, bat party's defense has also bem assumed in the same "insure:l contract", and (II) Such attoneys' fees and litigation e:penses are for defense of tlat party against a civil or alernative dispute resolution poceeding in which damages to which this insurance a1plies are alleged. c. Liquor Liability "Bodily injury" or "oro~rty damai::ie" for wnicn any 111surea l'nayoe ne1a 11a-oie oy reason of: (1) Causing or contibuting to the intoxication of any person; (2) The furnishing of alc<holic beverages to a person under the l~al drinking age or under the influence o1alcohol; or (3) Any statute, ordina1ce or regulation relating to the sale, 1ift, distribution or use of alcoholic bevffages. This exclusion applies ory if you are in the busiress of manufacbring, distributing, sellirg, serving or funishing alcoholic beverages. d. Workers' Compensati>n And Similar Laws Any obligation of the insured under a workers' compensation, disability benefits or uriemployment com>ensation law or any similar law. e. Employer's Liability "Bodily injury" to: (1) An "employee" of tie insured arising out of and in the cause of: (a) Employment by he insured; or Page 4 of 24 (b) Performing duties related to the conduct of the insured's business, or (2) The spouse, child, parent, brother or sister of that 'employee" as a consequence of (1) above. TNs exclusion applies: (1) Whether the insured may be liable as an employer or in any other capacity; and (2) To any obligation to share damages with or repay someone else who must pay damages because of the injury. TNs exclusion does not apply to liability assumed by the insured under an "insured contract". f. Pollution (1) "Bodily injury", "property damage" or "personal and advertising injury" arising out of the actual, alleged or threatened discharge, dispersal, seepage, migration, release or escape of "pollutants": (a) At or from any premises, site or location which is or was at any time owned or occupied by, or rented or loaned to any insured. However, this subparagraph does not apply to: (I) "Bodily injury" if sustained within a building and caused by smoke, fumes, vapor or soot produced by or originating from equipment that is used to heat, cool or dehumidify the building, or equipment that is used to heat water for personal use, by the building's occupants or their guests; (ii) "Bodily injury'' or "property damage" for which you may be held liable, if you are a contractor and the owner or lessee of such premises, site or location has been added to your policy as an additional insured with respect to your ongoing operations performed for that additional insured at that premises, site or location and such premses, site or location is not and never was owned or occupied by, or rented or loaned to, any insured, other than that additional insured; or Form SS 00 08 04 05 (Ill) "Bodily injuy" or "property damage" arsing out of heat, smoke or fumes from a "hostile fire" (b) At or from any premises, site or location which s or was at any time used by orfor any insured or others for the landling, storage, disposal, procesing or treatment of waste; {c) Which are or vere at any time transported, landled, stored, treated, disposet of, or processed as waste by or fer: (i) Any insured or (II) Any person >r organization for whom you may be legally responsible; {d) At or from any premises, site or location on whhh any insured or any contractors or subcontractors working directl'.Y or indirectly on any insured't behalf are performing OJ»rations if the "pollutants" are brought on or to the premises, ste or location in connection with such operations hv i::11r.h ini::11r1rl r.nntr~r.tnr nr subcontractor. However, this subparagraph d<es not apply to: (i) "Bodily injL-y" or "property Form SS 00 08 04 05 damage" a1sing out of the escape of ftels, lubricants or other operathg fluids which are needed to prform the normal electrical, hydraulic or mechanical functions necessary f<r the operation of "mobile equi,ment" or its parts, if such fuels.lubricants or other operating fluds escape from a vehicle partdesigned to hold, store or reeive them. This exception dces not apply if the "bodily injuy" or "property damage" aises out of the intentional d;charge, dispersal or release of the fuels, lubricants a other operating fluids, or if such fuels, lubricants a other operating fluids are bnught on or to the premises, sie or location with the intent that they be discharged, dispersed or BUSINESS LIABILITY COVERAGE FORM released as part of the operations being performed by such insured, contractor or subcontractor; (ii) "Bodily injury" or "property damage" sustained within a building and caused by the release of gases, fumes or vapors from materials brought into that building in connection with operations being performed by you or on your behalf by a contractor or subcontractor; or (Ill) "Bodily injury" or "property damage" arising out of heat, smoke or fumes from a "hostile fire"; or (e) At or from any premises, site or location on which any insured or any contractors or subcontractors working directly or indirectly on any insured's behalf are performing operations if the operations are to test for, monitor, clean up, remove, contain, treat, detoxify or neutralize, or in any way respond to, or assess the effects of, "pollutants". (2) Any loss, cost or expense arising out OT My: (a) Request, demand, order or statutory or regulatory requirement that any insured or others test for, monitor, clean up, rerrove, contain, treat, detoxify or neulralize, or in any way respond to, or assess the effects of, "pollutants"; or (b) Claim or suit by or on behalf of a governmental authority for damages because of testing for, monitoring, cleaning up, removing, containing, treating, detoxifying or neutralizing, or in any way responding to, or assessing the effects of, "pollutants". However, this paragraph does not apply to liability for damages because of "property damage" that the insured would have in tlie absence of such request, demand, order or statutory or regulatory requirement, or such claim or "suit" by or on behalf of a governmental authority. Page 5 of24 BUSINESS LIABILITY COVERAGEFORM g. Alraaft, Auto Or Water:raft "Bodily injury" or "propery damage" arising out of the ownership, m1intenance, use or entrustment to others of ,my aircraft, "auto" or watercraft owned or oi:»rated by or rented or loaned to any insund. Use includes operation and "loading or mloading". This exclusion applies Nen if the claims agailst any insured all1ge negligence or oth8' wrongdoing in the ;upervision, hiring, empoyment, training or nonitoring of others by lhat insured, if the ')CCurrence" which caused the "bodily injJry" or "property damage" involved the ownership, maioonance, use or entnstment to others of any aircraft:, "auto" or watercraft that is owned or operated by or ·ented or loaned to any insured. This exclusion does not roply to: (1) ,_ watercraft while a:hore on premises you own or rent; (2) ,_ watercraft you do Iot own that is: (a) Less than 51 fee: long; and (b) Not being used to carry persons for a charge; (3) Parking an "auto" 01, or on the ways next Jo, orer;rises •ou own or rent. provi ed me 'auto" i; not owned by or rented or loaned to ~u or the insured; (4) Liability assumed u1der any "insured contract" for he ownership, maintenance or we of aircraft or watercraft; (5) 'Bodily injury" or "1roperty damage" arising out of the meration of any of lhe equipment listedin Paragraph f.(2) or f.(3) of the defnition of "mobile equipment"; or (6) M aircraft that is rot owned by any ilsured and is hired, ,hartered or loaned with a paid crew. However, this exception does not cpply if the insured has any other insurarce for such "bodily njury'' or "property ::lamage", whether lhe other insurance :, primary, excess, oontingent or on any ether basis. h. Mobile Equipment "Bodily injury" or "poperty damage" arising out of: (1) The transportation of mobile equipment" by an "auto" owned or operated by or rented or loaned to ary insured; or Page 6 of 24 (2) The use of "mobile equipment" in, or while in practice or preparation for, a prearranged racing, speed or demolition contest or in any stunting activity. I. War "Bodily injury'', "property damage" or "personal and advertising injury", however crused, arising, directly or indirectly, out of: (1) War, including undeclared or civil war; (2) Warlike action by a military force, including action in hindering or defending against an actual or expected attack, by any government, sovereign or other authority using military personnel or other agents; or (3) Insurrection, rebellion, revolution, usurped power, or action taken by governmental authority in hindering or defending against any of these. j. Professional Services "Bodily injury", "property damage" or "personal and advertising injury" arising out of the rendering of or failure to render any professional service. This includes but is not limited to: (1) LeQal, accounting or advertising sei'Vlces; (2) Preparing, approving, or failing to prepare or approve maps, shop drawings, opinions, reports, surveys, field orders, change orders, designs or drawings and specifications; (3) Supervisory, inspection, architectural or engineering activities; (4) Medical, surgical, dental, x-ray or nursing services treatment, advice or instruction; (5) Any health or therapeutic service treatment, advice or instruction; (6) Any service, treatment, advice or instruction for the purpose of appearance or skin enhancement, hair removal or replacement or personal grooming; (7) Optical or hearing aid services including the prescribing, preparation, fitting, demonstration or distribution of ophthalmic lenses and similar products or hearing aid devices; Form SS 00 08 04 05 (8) Optometry or opometric services ncluding but not limied to examination of the eyes and the prescribing, preparation, fitting,lemonstration or distribution of ophthlmic lenses and smilar products; (9) ~ny: (a) Body piercing (1ot including ear piercing); (b) Tattooing, includng but not limited to the insertion <f pigments into or under the skin; aid (c) Similar services; (10) Services in the practice of pharmacy; and (11) Computer consult19, design or programming servic~s, including web site design. Paragraphs (4) and (5) cf this exclusion do not apply to the lrcidental Medical Malpractice coverage afforded under Paragraph 1.e. in SectioI A. -Coverages. k. Damage To Property "Property damage" to: (1) Property you own, rent or occupy, iricluding any coss or expenses IIIVUIIDU uy yuu, VI ::111y VLIICI 1-''CIOUII, organization or e1tity, for repair, replacement, enhancement, restoration or mairtenance of such property for any eason, including prevention of injur) to a person or damage to another'sproperty; (2) Premises you sell give away or abandon, if the "propety damage" arises out of any part of thos premises; (3) Property loaned to yiu; (4) Personal property inthe care, custody or control of the insued; (5) That particular part 1f real property on which you or arv contractors or subcontractors worjng directly or ndirectly on your be1alf are performing operations, if the •xoperty damage" arises out of those 0P3rations; or (6) That particular par1 of any property !hat must be resbred, repaired or replaced because 'your work" was iricorrectly performel on it. Form SS 00 08 04 05 BUSINESS LIABILITY COVERAGE FORM Paragraphs (1 ), (3) and (4) of this exclusion do not apply to "property damage" (other than damage by fire) to premises, including the contents of such premises, rented to you for a period of 7 or fewer consecutive days. A separate Limit of Insurance applies to Damage To Premises Rented To You as described in Section D. -Limits Of Insurance. Paragraph (2) of this exclusion does not apply if the premises are "your work" and were never occupied, rented or held for rental by you. Paragraphs (3) and (4) of this exclusion do not apply to the use of elevators. Paragraphs (3), (4), (5) and (6) of this exclusion do not apply to liability assumed under a sidetrack agreement. Paragraphs (3) and (4) of this exclusion do not apply to "property damage" to borrowed equipment Ylhile not being used to perform operations at a job site. Paragraph (6) of this exclusion does not apply to "property damage" included in the "products-completed operations hazard". I. Damage To Your Product "Property damage" to "your product" l:lrnilllY UUl UI ll UI 1:111y fll:III UI IL. m. Damage To Your Work "Property damage" to "your work" arising out of it or any part of it and included in the "products-completed operations hazard". ltjs exclusion does not apply if the damaged work or the work out of which the damage arises was performed on your behalf by a subcontractor. n. Damage To Impaired Property Or Property Not Physlcally Injured "Property damage" to "impaired property" or property that has not been physically injured, arising out of: (1) A defect, deficiency, inadequacy or dangerous condition in "your product" or "your work"; or (2) A delay or failure by you or anyone acting on your behalf to perform a contract or agreement in accordance with its terms. ltjs exclusion does not apply to the loss of use of other property arising out of sudden and accidental physical injury to "your product" or "your work" after it has been put to its intended use. Page 7 of24 BUSINESS LIABILITY COVERAGEFORM o. Recall Of Products, Vlork Or Impaired Property Damages claimed for my loss, cost or expense incurred by yo, or others for the lossof use, withdrawal,recall, inspection, repa-, replacement, ad_ustment, removal or d~posal of: (1) 'Your product"; (2) 'Your work"; or (3) 'Impaired property"; if such product, wor1 or property is withdrawn or recalled fr>m the market or from use by any persc, or organization because of a known or suspected defect, deficiency, inadequac} or dangerous condition in it. p. Personal And Advertisng Injury "Personal and advertisinJ injury": (1) Arising out of oral, witten or electronic publication of materel, if done by or at !he direction of tie insured with knowledge of its falsty; (2) Arising out of oral, witten or electronic publication of mabrial whose first publication took ~ace before the beginning of the poli,y period; l.-:a), A Mc,,ino ,.._. ,t nf <'!I ,.....; .......... <'!II ~,...+ ,...n.tv'lln-,i+torl by or at the directionof the insured; (4) A.rising out of any teach of contract, except an implied contract to use another's "advertisi1g idea" in your 'advertisement"; (5) Arising out of the failure of goods, products or service: to conform with any statement of quality or performance ma:le in your 'advertisement"; (6) Arising out of the wong description of !he price of goods, priducts or services; (7) Arising out of any violation of any intellectual proper!} rights such as copyright, patent, trademark, trade name, trade secret service mark or other designation of origin or authenticity. Page 8 of24 fowever, this excusion does not apply to infringenent, in your 'advertisement", of (a) Copyright; (b) Slogan, unless he slogan is also a trademark, tra:le name, service mark or other de;ignation of origin or authenticity; c {c) Title of any literary or artistic work; (8) Arising out of an offense committed by an insured whose business is: (a) Advertising, broadcasting, publishing or telecasting; (b) Designing or determining content of web sites for others; or (c) An Internet search, access, content or service provider. However, this exclusion does not apply to Paragraphs a., b. and c. under the definition of "personal and advertising injury' in Section G. - Liability And Medical Expenses Definitions. For the purposes of this exclusion, placing an "advertisement" for or linking to others on your web site, by itself, is not considered the business of advertising, broadcasting, publishing or telecasting; (9) Arising out of an electronic chat room or bulletin board the insured hosts, owns, or over which the insured exercises control; (10) Arising out of the unauthorized use of another's name or product in your e-mail i::IUUI 11:S:S, UUllli::1111 I lilll lt:1 UI II lt:1li::IU::11:J:S, UI any other similar tactics to mislead another's potential customers; (11) Arising out of the violation of a person's right of privacy created by any state or federal act. However, this exclusion does not apply to liability for damages that the insured would have in the absence of such state or federal act; (12) Arising out of: (a) An "advertisement" for others on your web site; (b) Placing a link to a web site of others on your web site; (c) Content from a web site of others displayed within a frame or border on your web site. Content includes information, code, sounds, text, graphics or images; or (d) Computer code, software or programming used to enable: (I) Your web site; or (ii) The presentation or functionality of an "advertisemenr or other content on your web site; Form SS 00 08 04 OS {13) A.rising out of a vioation of any anti- lrust law; {14) A.rising out of the fluctuation in price or value of any stocki, bonds or other securities: or {15) A.rising out of liscrimination or humiliation commitbd by or at the direction of any "1xecutive officer", director, stockhol<Br, partner or member of the insured. q. Electronlc Data Damages arising out of he loss of, loss of use of, damage to, coruption of, inability to access, or inabilit, to manipulate "electronic data". r. Em~oyment-Related Pactices "Bodily injury" or "persoral and advertising injury" to: (1) A. person arising out::>f any: (a) Refusal to emplcy that person; (b) Termination o· that person's employment; or (c) Employment-relaed practices, policies, acts or ,missions, such as coercion, dem,tion, evaluation, reassignment, discipline, UC'IGII I IGIUVI 11 I ICU CUOI I l'C'I IL, I IUI I IIIICU.IVI I or discriminatior directed at that person; or (2) The spouse, child, >arent, brother or sister of that person as a consequence of ">0dily injury" or 'personal and adverising injury" to the person at whorr any of the employment-related practices described in Paragnphs (a), (b), or (c) above is directed. Thisexclusion applies: {1) Whether the insurec may be liable as an employer or in my other capacity; and {2) To any obligation b share damages with or repay someme else who must pay damages becau:e of the injury. s. Asbestos {1) 'Bodily injury", "prmerty damage" or 'personal and aivertising injury" arising out of the "aS>estos hazard". (2) A.ny damages, judgnents, settlements, bss, costs or expenses that: Form SS 00 08 04 05 BUSINESS LIABILITY COVERAGE FORM (a) May be awarded or incurred by reason of any claim or suit alleging actual or threatened injury or damage of any nature or kind to persons or property which would not have occurred in whole or in part but for the "asbestos hazard"; {b) Arise out of any request, demand, order or statutory or regulatory requirement that any insured or others test for, monitor, clean up, remove, encapsulate, contain, treat, detoxify or neutralize or in any way respond to or assess the effects of an ''asbestos hazard"; or {c) Arise out of any claim or suit for damages because of testing for, monitoring, cleaning up, removing, encapsulating, containing, treating, detoxifying or neutralizing or in any way responding to or assessing the effects of an "asbestos hazard". t. Vblation Of Statutes That Govern E· Mails, Fax, Phone Calls Or Other Methods Of Sending Materlal Or Information "Bodily injury", "property damage", or "personal and advertisin!'.l iniury" arising dIrec11y or 1nairect1y out l'JT ahy acuon 01' omission that violates or is alleged to violate: (1) The Telephone Consumer Protection Act (TCPA), including any amendment of or addition to such law; (2) The CAN-SPAM Act of 2003, including any amendment of or addition to such law; or (3) Any statute, ordinance or regulation, other than the TCPA or CAN-SPAM Act of 2003, that prohibits or limits the sending, transmitting, communicating or distribution of material or information. Damage To Premises Rented To You - Excep:ion For Damage By Fire, Lightning or Explosion Exclusions c. through h. and k. through o. do not apply to damage by fire, lightning or explosion to premises rented to you or temporarily occupied by you with permission of the owner. A separate Limit of Insurance applies to this coverage as described in Section D. -Liability And Medical Expenses Limits Of Insurance. Page 9 of24 BUSINESS LIABILITY COVERAGEFORM 2. Appllcable To Medlcal Expmses Coverage We will 10t pay expenses for"bodily injury'': a. Anylnsured To any insured, except "v,lunteer workers". b. Hired Person To a person hired to do IA)rk for or on behalf of any insured or a tenantJf any insured. c. Injury On Normally Occupied Premises To a person injured on that part of prenises you own or re,t that the person norrrally occupies. d. Workers' Compensati>n And Similar Laws To a person, whetler or not an "em~oyee" of any insued, if benefits for the 'bodily injury" are payable or must be provided under a workirs' compensation or disability benefits law)r a similar law. e. Athletics Activities To a person injured while practicing, instructing or participatirg in any physical exercises or games, :ports or athletic contests. f. Prock.lets-Completed Oi:erations Hazard Included with the "poducts-completed nnor"!l♦innc-h"::::lli~":::llr-rl" g. Business Liability ExclJsions Excluded under Businessliability Coverage. C. WHO IS AN INSURED 1. If you are designated in the [leclarations as: a. An individual, you and your spouse are insureds, but only will respect to the conduct of a business ofwhich you are the sole owner. b. A prtnership or joint ve,ture, you are an insured. Your members.your partners, and their spouses are also insireds, but only with resi:ect to the conduct of ~ur business. c. A linited liability comp.my, you are an insured. Your membersare also insureds, but i:nly with respect to be conduct of your busiriess. Your manager. are insureds, but only with respect to their duties as your maragers. d. An organization other tlan a partnership, jointventure or limited lia>ility company, you are an insured. Your "exe::utive officers" and diredors are insureds, bt.t only with respect to their duties as your oficers or directors. Yourstockholders are als1 insureds, but only with respect to their liabilir as stockholders. Page 10 of24 e. A rust, you are an insured. Your trustees are also insureds, but only with respect to their duties as trustees. 2. Each of the following is also an insured: a. Employees And Volunteer Workers Yrur "volunteer workers" only while performing duties related to the conduct of your business, or your "employees", other than either your "executive officers" (if you are an organization other than a partnership, joint venture or limited liability company) or your managers (if you are a limited liability company), but only for acts within the scope of their employment by you or while performing duties related to the conduct of your business. However, none of these "employees" or "volunteer workers" are insureds for: (1) "Bodily injury" or "personal and advertising injury": (a) To you, to your partners or members (if you are a partnership or joint venture), to your members (if you are a limited liability company), or to a co-"employee' while in the course of his or her employment or performing duties ....... 4, .. ..,11 4,.. "''-• ·---.J--4 .. .c "J·--·· business, or to your other "volunteer workers" while performing duties related to the conduct of your business: (b) To the spouse, child, parent, brother or sister of that co- "employee" or that "volunteer worker" as a consequence of Paragraph (1l(a) above: (c) For which there is any obligation to share damages with or repay someone else who must pay damages because of the injury described in Paragraphs (1 )(a) or (b) above; or (d) Arising out of his or her providing or failing to provide professional health care services. If you are not in the business of providing professional health care services, Paragraph (d) does not apply to any nurse, emergency medical technician or paramedic employed by you to provide such services. (2) "Property damage" to property: (a) Owned, occupied or used by, Form SS 00 08 04 05 (b) Rented to, in th, care, custody or control of, or o\9r which physical control is beingexercised for any purpose by ycu, any of your "employees", "v>lunteer workers", any partner or nember (if you are a partnership or joint venture), or any member (ifyou are a limited liability compan)). b. Real Estate Manager Any person (other than }.'.>Ur "employee" or "volunteer worker"), or any organization while acting as your realestate manager. c. Temporary Custodia,s Of Your Property Any person or organiza·on having proper temiorary custody of yrur property if you die, but only: (1) \Vith respect to liabilil arising out of the maintenance or use c that property; and (2) Until your legal npresentative has been appointed. d. Legal Representative 11You Die Your legal representathe if you die, but only with respect to dutes as such. That reprasentative will have ill your rights and duties under this insurarce. e. Unnamed Subsidiary Any subsidiary and sul:Bidiary thereof, of yours which is a legally hcorporated entity of '-fflich you own a firancial interest of more than 50% of the V>ting stock on the effective date of th is Co'.erage Part. The insurance afforde1 herein for any sub~diary not shown ir the Declarations as a named insured cbes not apply to injury or damage with rspect to which an insured under this inslfance is also an insured under another i:olicy or would be an ilsured under such policy but for its terrnnation or upon the exhaustion of its limits of insurance. 3. Newly Acquired Or Formec Organization Any organization you newl} acquire or form, other than a partnership, joint venture or limited liability company, arrJ over which you maintain financial interest ofmore than 50% of the voting stock, will quaify as a Named Insured W there is no othersimilar insurance available to that organization However: a. Coverage under this prevision is afforded only until the 180th day after you acquire or form the organizationor the end of the policy period, whichever s earlier; and Form SS 00 08 04 05 BUSINESS LIABILITY COVERAGE FORM b. Coverage under this provision does not apply to: (1) "Bodily injury" or "property damage' that occurred; or (2) "Personal and advertising injury" arising out of an offense committed before you acquired or formed the organization. 4. Operator Of Mobile Equipment With respect to "mobile equipment'' registered in your rame under any motor vehicle registration law, any person is an insured while driving such equipment along a public highway with your permission. Any other person or organization responsible for the conducl of such person is also an insured, but only with respect to liability arising out of the operation rJ the equipment, and only if no other insurance of any kind is available to that person or organization for this liability. However, no person or organization is an insured with respect to: a. "Bodily injury" to a co-"employee" of the person driving the equipment; or b. "Property damage" to property owned by, rented to, in the charge of or occupied by you or the employer of any person who is an insured under this provision. 5. Operator of Nonowned Watercraft With respect to watercraft you do not own that is lessthan 51 feet long and is not being used to carry persons for a charge, any person is an insured while operating such watercraft with your permIssIon. Any other person or organization responsible for the conduct of such person is also an insured, but only with respect to liability arising out of the operation of the watercraft, and only if no other insurance of any kind is available to that person or organization for this liability. However, no person or organization is an insured with respect to: a. "Bodily injury" to a co-"employee" of the person operating the watercraft; or b. "Property damage" to property owned by, rented to, in the charge of or occupied by you or the employer of any person who is an insured under this provision. 6. Addltlonal Insureds When Required By Written Contract, Written Agreement Or PerrnH The person(s) or organization(s) identified in Paragraphs a. through f. below are additional insureds when you have agreed, in a written Page 11 of24 BUSINESS LIABILITY COVERAGEFORM contract, written agreement or because of a permit issued by a sate or political subdivision, that such persm or organization be added as an additional insured on your policy, provided the injury er damage occurs subsequent to the execution of the contract or agreement, or the issuance <f the permit. A person or organization is an additional insured under this provisi>n only for that period of time required )Y the contract, agreement or permit. However, no such person ororganization is an additional insured under thii provision if such person or organization is included as an additional insured by an erdorsement issued by us and made a part of tlis Coverage Part, including all persons or or!anizations added as addtional insureds urder the specific additional insured coveragegrants in Section F. -Optonal Additional lnsued Coverages. a. Vendors Any person(s) or organizition(s) (referred to below as vendor), but oily with respect to "body injury" or "proper( damage" arising out cf "your products" wlich are distributed or s~d in the regular COL-Se of the vendor's business and only if ttis Coverage Part J?.ro'.lides coverage for "bodily injury" or ·pr0jl9ny aamage·· 1nwaea wimm me "products-completed ope11tions hazard". (1) The insurance afforled to the vendor is subject to the fdlowing additional exclusions: Page 12 of24 This insurance doesnot apply to: (a) "Bodily injury' or "property damage" for wlich the vendor is obligated to J'.BY damages by reason of the assumption of liability in a contact or agreement. This exclusion loes not apply to liability for danages that the vendor would ha1e in the absence of the contract o agreement; (b) Any exprss warranty unauthorized byiou; (c) Any physical orchemical change in the product nade intentionally by the vendor; (d) Repackaging, except when unpacked solelyfor the purpose of inspection, demmstration, testing, or the substitutim of parts under instructions from the manufacturer, and then rep1ckaged in the original containe; {e) Any failure to make such inspections, adjustments, tests or servicing as the vendor has agreed to make or normally undertakes to make in the usual course of business, in connection with the distribution or sale of the products; {f) Demonstration, installation, servicing or repair operations, except such operations performed at the vendor's premises in connection with the sale of the product; {g) Products which, after distribution or sale by you, have been labeled or relabeled or used as a container, part or ingredient of any other thing or substance by or for the vendor; or (h) "Bodily injury" or "property damage" arising out of the sole negligence of the vendor for its own acts or omissions or those of its employees or anyone else acting on its behalf. However, this exclusion does not apply to: {I) The exceptions contained in O'Wl..,-,.,-1 -::,1w,...I •-( .... ) VI (')1 ""' (II) Such inspections, adjustments, tests or servicing as the vendor has agreed to make or normally undertakes to make in the usual course of business, in connection with the distribution or sale of the products. (2) This insurance does not apply to any insured person or organization from whom you have acquired such products, or any ingredient. part or container, entering into, accompanying or containing such products. b. Lessors Of Equipment (1) Any person or organization from whom you lease equipment; but only with respect to their liability for "bodily injury", "property damage" or "personal and advertising injury• caused, in whole or in part, by your maintenance, operation or use of equipment leased to you by such person or organization. Form SS 00 08 04 05 (2) \Vith respect to the ilsurance afforded lo these addilioncl insureds, this insurance does mt apply to any 'occurrence" which takes place after ;ou cease to lease tlat equipment. c. Lessors Of Land Or Premises (1) A.ny person or aganization from whom you lease Ian! or premises, but only with respect to iability arising out of the ownership, mintenance or use of that part of the land or premises leased to you. (2) \Vith respect to the hsurance afforded to these additioncl insureds, this insurance does not ipply to: (a) Any "occurren<e" which takes place after you rease to lease that land or be a tenant in that premises; or (b) Structural alerations, new construction or demolition operations perf>rmed by or on behalf of sLch person or organization. d. Architects, Engineers Or Surveyors (1) A.ny architect, enginer, or surveyor, but only with respect to liability for "bodily IIJUIY I f-llUf-lt:lllY Uclllc:l!Jt:l UI f-lt:ll~llcll and advertising injur}' caused, in whole or in part, by your acts or omissions or the acts or omissionrnf those acting on ;our behalf: (a) In connection wth your premises; or (b) In the perfomance of your ongoing operatims performed by you or an your t»half. (2) \Vith respect to the ilsurance afforded to these addition.I insureds, the following additional EXCiusion applies: This insurance d03s not apply to 'bodily injury", "pro,erty damage" or 'personal and alvertising injury" arising out of the rmdering of or the failure to render any professional services by or for yoi, including: (a) The preparing approving, or failure to pre~re or approve, maps, shop d11wings, opinions, reports, surve).5, field orders, change order., designs or drawings and Sp}cifications; or (b) Supervisory, inspection, architectural Jr engineering activities. Form SS 00 08 04 05 BUSINESS LIABILITY COVERAGE FORM e. Permits Issued By State Or Polltlcal S~bdivisions (1) Any state or pomical subdivision, but only with respect to operations performed by you or on your behalf for which the state or political subdivision has issued a permit. (2) With respect to the insurance afforded to these additional insureds, this insurance does not apply to: {a) "Bodily injury", "property damage' or "personal and advertising injury" arising out of operations performed for the state or municipality; or {b) "Bodily injury" or "property damage" included within the "products- completed operations hazard". f. Any Other Party (1) Any other person or organization who is not an insured under Paragraphs a. through e. above, but only with respect to liability for "bodily injury", "property damage" or "personal and advertising injury" caused, in whole or in part, by your acts or omissions or the acts or omissions of those acting ••-.._,._._. •.. I. ••--IZ. {a) In the performance of your ongoing operations; {b) In connection with your premises owned by or rented to you; or {c) In connection with "your work" and included within the "products- completed operations hazard", but only if (i) The written contract or written agreement requires you to provide such coverage to such additional insured; and {ii) This Coverage Part provides coverage for "bodily injury" or "property damage" included within the "products- completed operations hazard". (2) With respect to the insurance afforded to these additional insureds, this insurance does not apply to: "Bodily injury", "property damage" or "personal and advertising injury" arising out of the rendering of, or the failure to render, any professional architectural, engineering or surveying services, including: Page 13 of 24 BUSINESS LIABILITY COVERAGEFORM (a) The preparing approving, or failure to pre13.re or approve, maps, shop dAwings, opinions, reports, surve~, field orders. change order., designs or drawings and si:,ecifications; or (b) Supervisory, inspection, architectural :,r engineering activities. The limils of insurance that 1pply to additional insureds are described in &ction D. -Limits Of Insurance. How this insurance appies when other insurance is available to anadditional insured is described in the Other lrnurance Condition in Section E. -Liability And Jledical Expenses General Conditions. No person or organization is an insured with respect to the conduct of ani current or past partnership, joint venture or limited liability company that is not shown as aNamed Insured in the Declaratons. D. LIABILITY AND MEDICA. EXPENSES LIMITS OF INSURANCE 1. The Most We Will Pay The Limits of Insurance shown in the nAr-ls:m:ifirln~ ::inrt tnA r11IA~ IAlnw fiy tnA mn~t we will pay regardless of thenumber of: a. Insureds; b. Claims made or "suits" trought; or c. Persons or organization! making claims or bringing "suits". 2. Aggregate Limits The mosl we will pay for: a. Damages because of •~odily injury" and "property damage" i1cluded in the "products-completed opirations hazard" is the Products-Compleed Operations Aggegate Limit s10wn in the Declarations. b. Damages because of all other "bodily injury", "property dam.;ge" or "personal and advertising injury", including medical expenses, is the Gener.I Aggregate Limit shown in the Declaratiors. This General Aggregite Limit applies separately to each of your "locations" owned by or rented to yCJ. "Location" means premses involving the same or connecting bts, or premises whose connection is interrupted only by a stre&t, roadway or rght-of-way of a railroad. Page 14 of 24 Ttis General Aggregate limit does not apply to "property damage" to premises wliile rented to you or temporarily occupied by you with permission of the owner, arising out of fire, lightning or ei<plosion. 3. Each Occurrence Limit Subject to 2.a. or 2.b above, whichever applies, the most we will pay for the sum of all damages because of all "bodily injury", "property damage" and medical expenses arising out of any one "occurrence" is the Liability and Medical Expenses Limit shown in the Declarations. The most we will pay for all medical expenses because of "bodily injury' sustained by any one person is the Medical Expenses Limit shown in the Declarations. 4. Perso11al And Advertising Injury Limit Subject to 2.b. above, the most we will pay for the sum of all damages because of all "personal and advertising injury" sustained by any one person or organization is the Personal and Advertising Injury Limit shown in the Declarations. 5. Damage To Premises Rented To You Limit The Damage To Premises Rented To You Lllllll i:; llltl IIIU:SL Wtl WIii ~y UllUt:11 OU:Sllltll;li Liability Coverage for damages because of "property damage" to any one premises, while rented to you, or in the case of damage by fire, lightning or explosion, while rented to you or temporarily occupied by you with permission of the owner. In the case of damage by fire, lightning or explosion, the Damage to Premises Rented To You Limit applies to all damage proximately caused by the same event, whether such damage results from fire, l~htning or explosion or any combination of these. 6. How Limits Apply To Additional Insureds The rrost we will pay on behalf of a person or organization who is an additional insured under this Coverage Part is the lesser of: a. The limits of insurance specified in a written contract, written agreement or permit issued by a state or political subdivision; or b. The Limits of Insurance shown in the Declarations. Such amount shall be· a part of and not in additim to the Limits of Insurance shown in the Declarations and described in this Section. Form SS 00 08 04 05 If more than one limit of ins1Iance under this policy and any endorsements attached thereto applies to any claim or "suit", th, most we will pay under this policy and the end>rsements is the single highest limit of liability of all coverages applicable to such claim or "sut". However, this paragraph does not apply to the v1edical Expenses limit set forth in Paragraph 3. abcve. The Limits d Insurance of this Ctverage Part apply separately to each consecutive amual period and to any remaining period of less than 12 months, starting with the begming of the policy ?riod shown in the Declarations, unless the policy ieriod is extended after issuance for an additional peiod of less than 12 months. In that case, the additbnal period will be deemed part()f the last preceding >eriod for purposes of determining the Limits of lnsurarce. E. LIABILITY AND MEDICA.. EXPENSES GENERAL CONDITIONS 1. Bankruptcy Bankruptcy or insolvency o1the insured or of the insured's estate will not relieve us of our obligations under this Covenge Part. 2. Duties In The Event ::>f Occurrence, Offense, Claim Or Suit a. Notice Of Occurrence Or Offense Vn11 l"lr ::inv ::irlrlitinn::il in:1 m=irl mw::t l':P.P. tn it that we are notifad as soon as practicable of an "ocurrence" or an offense which may res~t in a claim. To the extent possible, notice should include: (1) How, when and whee the "occurrence" or offense took place; (2) The names and ddresses of any irijured persons and ,.,itnesses; and (3) The nature and loc.tion of any injury or damage ar1sI1g out of the 'occurrence" or otferse. b. Notice Of Claim If a claim is made or "suit" is brought against any insured, yOl or any additional insured must: (1) Immediately record he specifics of the claim or "suit" and he date received; and (2) Notify us as soon aspracticable. You or any additional imured must see to it that we receive a wr:ten notice of the claim or "suit" as soon a: practicable. c. Assistance And Coo1eration Of The Insured You and any other invohad insured must: Form SS 00 08 04 05 BUSINESS LIABILITY COVERAGE FORM (1) Immediately send us copies of any demands, notices, summonses or legal papers received in connection with the claim or ''suit"; (2) Authorize us to obtain records and other information; (3) Cooperate with us in the investigation, settlement of the claim or defense against the "suit"; and (4) Assist us, upon our request, in the enforcement of any right against any person or organization that may be liable to the insured because of injury or damage to which this insurance may also apply. d. Obligations At The lnsured's Own Cost No insured will, except at that insured's own cost, voluntarily make a payment, assume any obligation, or incur any expense, other tha1 for first aid, without our consent. e. Additional lnsured's Other Insurance If we cover a claim or "suit" under this Coverage Part that may also be covered by other insurance available to an additional insured, such additional insured must submit such claim or "suit" to the other insurer for defense and indemnity. nwv~v~,, U 11::; IJIUYl:SIUII uu~::; IIUI i::IIJIJIY IU the extent that you have agreed in a written contract, written agreement or permit that this insurance is primary and non-contributory with the additional insured's own insurance. f. Knowledge Of An Occurrence, Offense, Claim Or Suit Paragraphs a. and b. apply to you or to any additional insured only when such "occurrence", offense, claim or "suit" is known to: (1) You or any additional insured that is an individual; (2) Any partner, if you or an additional insured is a partnership; (3) Any manager, if you or an additional insured is a limited liability company; (4) Any "executive officer" or insurance manager, if you or an additional insured is a corporation; (5) Any trustee, if you or an additional insured is a trust; or (6) Any elected or appointed official, if you or an additional insured is a political subdivision or public entity. Page 15 of24 BUSINESS LIABILITY COVERAGEFORM This Paragraph f. appes separately to you and any additional irsured. 3. Financial Responslblllty uws a. When this policy is cetified as proof of financial responsibility fer the future under the provisions of arv motor vehicle financial responsibility liw, the insurance provided by the policy for "bodily injury" liabiity and "property daTiage" liability will comply with the provishns of the law to the extent of the coveage and limits of insurance required by th1t law. b. With respect to "mobie equipment" to which this insurance applies, we will provide any liability, umsured motorists, underinsured motorists, no-fault or other coverage required by a,y motor vehicle law. We will provide therequired limits for those coverages. 4. Legal Action Against Us No person or organization ,as a right under this Coverage Form: a. To jcjn us as a party or >therwise bring us into a "suit" asking for 1amages from an insured; or b. To sue us on this Cove-age Form unless all of its terms have b<en fully complied ____ :.4,1_, A person or organization ma) sue us to recover on an areed settlement or 01 a final judgment against a, insured; but we viii not be liable for damages that are not payableunder the terms of this insurance or that are in excess of the applicable limit of insuran:e. An agreed settlemert means a settlemmt and release of liability signed by us, the insured and the claimantor the claimant's lega representative. 5. Separation Of Insureds Except with respect to the L Tiits of Insurance, and any rights or duties specifically assigned in this i:x>licy to the first Na-ned Insured, this insurance applies: a. As W each Named lnsued were the only Named Insured; and b. Separately to each insued against whom a claim is made or "suit" s brought. 6. Representations a. When You Accept ThisPolicy By accepting this policy,fou agree: (1) The statements in the Declarations are accurate and conplete; (2) Those statements are based upon representations you nade to us; and Page 16 of 24 (3) We have issued this policy in reliance upon your representations. b. Unintentional Failure To Disclose Hazards If unintentionally you should fail to disclose all hazards relating to the conduct of your business at the inception date of this Coverage Part, we shall not deny any coverage under this Coverage Part because of such failure. 7. Otherlnsurance If other valid and collectible insurance is available for a loss we cover under this Coverage Part, our obligations are limited as follows: a. Primary Insurance Tt-.s insurance is primary except when b. below applies. If other insurance is also primary, we will share with all that other insurance by the method described in c. below. b. Eicesslnsurance Ttis insurance is excess over any of the other insurance, whether primary, excess, contingent or on any other basis: (1) Your Work 11 IC:tL 1.0 I .. ..,, ~lOIIUC'U vuva1a~'C'1 Builder's Risk, Installation Risk or similar coverage for "your work"; (2) Premises Rented To You That is fire, lightning or explosion insurance for premises rented to you or temporarily occupied by you with permission of the owner; (3) Tenant Liability That is insurance purchased by you to cover your liability as a tenant for "property damage' to premises rented to you or temporarily occupied by you with permission of the owner; (4) Aircraft, Auto Or Watercraft If the loss arises out of the maintenance or use of aircraft, "autos" or watercraft to the extent not subject to Exclusion g. of Section A. -Coverages. (5) Property Damage To Borrowed Equipment Or Use Of Elevators If the loss arises out of "property damage" to borrowed equipment or the use of elevators to the extent not subject to Exclusion k. of Section A. - Coverages. Form SS 00 08 04 05 (6) When You Are Added As An Additional lnsund To Other hsurance That is other insunnce available to you covering liabity for damages arising out of tie premises or operations, or produ:ts and completed operations, for whic, you have been added as an additio1al insured by that irisurance; or (7) When You Add Others As An Additional lnsued To This hsurance That is other insurarce available to an additional insured. However, the foll>wing provisions apply to other insuance available to any person or orgarization who is an additional insured urcler this Coverage ~art: (a) Primary lnsuance When Required By C01tract This insurance is primary if you have agreed in i written contract, written agreeme,t or permit that this insurance b, primary. If other insurance is als> primary, we will _ , _____ ••.•. :41 •• -·· .c,,1 •. ,.4, -·•--·· : ••. _ ...... _ •• _..,_ by the method described in c. below. (b) Primary And Ion-Contributory To Other lrsurance When Required By C01tract If you have ageed in a written contract, writte1 agreement or permit that tHs insurance is primary and nor-contributory with the additional insured's own insurance, thii insurance is primary and ve will not seek contribution fnm that other insurance. ~aragraphs (a) and b) do not apply to other insurance to wiich the additional irisured has beer added as an additional insured. Wheri this insurance if excess, we will have no duty under thisCoverage Part to defend the insured agairst any "suit'' if any other insurer has a dlly to defend the insured against that "SJ it". If no other insurer defends, we wil undertake to do so, but we will be entitl£d to the insured's rights against all those oher insurers. Form SS 00 08 04 05 BUSINESS LIABILITY COVERAGE FORM When this insurance is excess over other insurance, we will pay only our share of the amount of the loss, if any, that exceeds the sum of: (1) The total amount that all such other insurance would pay for the loss in the absence of this insurance; and (2) The total of all deductible and self- insured amounts under all that other insurance. We will share the remaining loss, if any, witl'J any other insurance that is not described in this Excess Insurance 11ovision and was not booght specifically to apply in excess of the Limits of Insurance shown in the Declarations of this Coverage Part. c. Method Of Sharing If all the other insurance permits contribution by equal shares, we will follow this method also. Under this approach, each insurer contributes equal amounts until it has paid its applicable limit of insurance or none of the loss remains, whichever comes first. If any of the other insurance does not permit cootribution by equal shares, we will cootribute by limits. Under this method, each :--•-•·••·'-·•-.... ·•·• :_ .. _ ... J ................. ...: .... -e :.., _ applicable limit of insurance to the total applicable limits of insurance of all insurers. 8. Transfer Of Rights Of Recovery Against others To Us a. Transfer Of Rights Of Recovery If !he insured has rights to recover all or part of any payment, including Supplementary Payments, we have made under this Coverage Part, those rights are transferred to us. The insured must do nothing after loss to impair them. At our r&1uest, the insured will bring "suit" or transfer those rights to us and help us enforce them. This condition does not apply to Medical Expenses Coverage. b. Waiver Of Rights Of Recovery (Waiver Of Subrogation) If the insured has waived any rights of recovery against any person or organization for all or part of .any payment, including Supplementary Payments, we have made under this Coverage Part, we also waive that right, provided the insured waived their rights of recovery against such person or organization in a contract, agreement or permit that was executed prior to the injury or damage. Page 17 of 24 BUSINESS LIABILITY COVERAGEFORM F. OPTIONAL ADDITIONA.. INSURED COVERAGES If listed or shown as applicable ir the Declarations, one or more of the following Cptional Additional Insured Coverages also apply. \I/hen any of these Optional Additional Insured Coverages apply, Paragraph 6. (Additional lnsurecs When Required by Written Contract, Written Agnement or Permit) of Section C., Who Is An lnsurm, does not apply to the penon or organizatim shown in the Declarations. These coveragesare subject to the terms and conditions applicmle to Business Liability Coverage in this p>licy, except as provided be~w: 1. Additional Insured -Desig,ated Person Or Organization WHO IS AN INSURED urner Section C. is amended to include as an :1dditional insured the person(s) or organizatim(s) shown in the Declara1bns, but only with ·aspect to liability for "bodily injury", "propety damage" or "personal and advertising hjury" caused, in whole or in part, by your acs or omissions or the acts or omissions of these acting on your behalf: a. In lhe performance ,f your ongoing operations; or .... h1 V'Wl ■■l--ll-11 ••II.II J-'°'I t"l-1111...,_'-"' -····-..... by or rented to you. 2. Additional Insured -Mamgers Or Lessors Of Premises a. WHO IS AN INSURED u,der Section C. is ama,ded to include as a, additional insured the ierson(s} or organiza1on(s) shown in the Declarations as an Ad:litional Insured - Designated Person Or Orianization; but only with respect to liability 3rising out of the ownll"ship, maintenance <ruse of that part of the premises leased to yci and shown in the Declarations. b. With respect to the insu-ance afforded to these additional insure:Js, the following additional exclusions ap1ly: This insurance does notipply to: (1) Any "occurrence" vhich takes place after you cease to te a tenant in that premises; or (2) Structural alteations, new Page 18 of 24 construction or denolition operations performed by or 01 behalf of such person or organizatim. 3. Addltlonal Insured -Grantor Of Franchise WHO IS AN INSURED under Section C. is amended to include as an additional insured the person(s) or organization(s) shown in the Declarations as an Additional Insured - Granter Of Franchise, but only with respect to their liability as grantor of franchise to you. 4. Addltlonal Insured -Lessor Of Leased Equipment a. WHO IS AN INSURED under Section C. is amended to include as an additional insured the person(s) or organization(s) shown in the Declarations as an Additional Insured -Lessor of Leased Equipment, but only with respect to liability for "bodily injury", "property damage" or "personal ard advertising injury" caused, in whole or in part, by your maintenance, operation or use of equipment leased to you by such person(s} or organization(s). b. VVith respect to the insurance afforded to these additional insureds, this insurance does not apply to any "occurrence" which takes place after you cease to lease that equipment. 5. Additional Insured -Owners Or Other Interests From Whom Land Has Been liP-:u::l!d a. WHO IS AN INSURED under Section C. is amended to include as an additional insured the person(s) or organization(s) shown in the Declarations as an Additional Insured -Owners Or Other Interests From Whom Land Has Been Leased, but only wilh respect to liability arising out of the ownership, maintenance or use of that part of the land leased to you and shown in the Declarations. b. VVith respect to the insurance afforded to these additional insureds, the following additional exclusions apply: Ttis insurance does not apply to: (1) Any "occurrence' that takes place after you cease to lease that land; or (2) Structural alterations, new construction or demolition operations performed by or on behalf of such person or organization. 6. Addltlonal Insured -State Or Polltlcal Subdivision -Permits a. WHO IS AN INSURED under Section C. is amended to include as an additional insured the state or political subdivision shown in the Declarations as an Additional Form SS 00 08 04 05 Insured -State Or Poliical Subdivision - Pemits, but only vith respect to operations performed bt you or on your beh~f for which the ;;tate or political subdivision has issued aperrnit. b. With respect to the instrance afforded to these additional insure:ls, the following add!ional exclusions apIly: This insurance does not:tpply to: (1) 'Bodily injury", "pro>erty damage" or 'personal and alvertising injury" arising out of operabns performed for !he state or municipllity; or (2) 'Bodily injury" or "1roperty damage" iricluded in the "Iroduct-completed operations" hazard. 7. Additional Insured -Vendcrs a. WHO IS AN INSURED u,der Section C. is amended to include Is an additional insured the person(s) >r organization(s) (referred to below as ve1dor) shown in the Declarations as an Adlitional Insured - Vendor, but only with aspect to "bodily injury" or "property dam1ge" arising out of "your products" which ire distributed or sold in the regular cour:e of the vendor's business and only if trs Coverage Part _. ........ ~..JI---•···-··-.:,-~---111.-...1:I:.,• t--j--•-,1·" ... ,. "property damage" incuded within the "products-completed opuations hazard". b. The insurance afforded to the vendor is subject to the following adHtional exclusions: (1) This insurance doesnot apply to: (a) "Bodily injury' or "property damage" for wHch the vendor is obligated to µiy damages by reason of the assumption of liability in a contact or agreement. This exclusion loes not apply to liability for danages that the vendor would ha,e in the absence of the contract o agreement; (b) Any exprss warranty unauthorized by~ou; (c) Any physical orchemical change in the product nade intentionally by the vendor; (ct) Repackaging, mless unpacked solely for the puoose of inspection, demonstration, testing, or the substitution 01 parts under instructions from the manufacturer, and then repackiged in the original container; Form SS 00 08 04 05 BUSINESS LIABILITY COVERAGE FORM {e) Any failure to make such inspections, adjustments, tests or servicing as the vendor has agreed to make or normally undertakes to make in the usual course of business, in connection with the distribution or sale of the products; {f) Demonstration, installation, servicing or repair operations, except such operations performed at the vendor's premises in connection with the sale of the product; (g) Products which, after distribution or sale by you. have been labeled or relabeled or used as a container, part or ingredient of any other thing or substance by or for the vendor; or (h) "Bodily injury" or "property damage" arising out of the sole negligence of the vendor for its own acts or omissions or those of its employees or anyone else acting on its behalf. However, this exclusion does not apply to: (i) The exceptions contained in Subparagraphs {d) or (f); or (ii) Such inspections, adjustments, tests or servicing as the vendor has agreed to make or normally undertakes to make in the usual course of business, in connection with the distribution or sale of the products. (2) This insurance does not apply to any insured person or organization from whom you have acquired such products, or any ingredient, part or container, entering into, accompanying or containing such products. 8. Additional Insured -Controlling Interest WHO IS AN INSURED under Section C. is amended to include as an additional insured the person(s) or organization(s) shown in the Declarations as an Additional Insured - Controlling Interest, but only with respect to their liability arising out of: a. Their financial control of you; or b. Premises they own, maintain or control wliile you lease or occupy these premises. Page 19 of24 BUSINESS LIABILITY COVERAGEFORM This insurance does not a:>ply to structural alteratiors, new constructic, and demolition operati011s performed by orfor that person or organization. 9. Additional Insured -Owrers, Lessees Or Contractors -Scheduhd Person Or Organization a. WHO IS AN INSURED mder Section C. is amended to include Is an additional insured the person(s) >r organization(s) shown in the Declaratiors as an Additional Insured -Owner, Lessees Or Contractors, but only with respect toliability for "bodily injury", "property damcJe" or "personal and advertising injury" cIused, in whole or in part, by your acts or omissions or the acts or omissions of these acting on your behalf: (1) In the performance of your ongoing operations for the additional insured(s); or {2) In connection wih "your work" performed for that idditional insured and included withil the "products- completed operatic,s hazard", but only if this Covercge Part provides coverage for "bcdily injury" or 'property damage" hcluded within the µruUUl;US-WlllfJll:::LtRl UfJt::1 i:UIUll:S hazard". b. With respect to the insirance afforded to these additional insure<s, this insurance does not apply to "bodil: injury", "property damage" or "persona an advertising injury" arising out of the rendering of, or the failure to render, any professional arch[ectural, engineeri1g or surveying services, including: (1) The preparing, appnving, or failure to prepare or appro·e, maps, shop drawings, opinions, reports, surveys, lield orders, change ,rders, designs or drawings and specifi:ations; or {2) Supervisory, inspecion, architectural or engineering activiies. 10. Additional Insured -Co-Ovner Of Insured Premises WHO IS AN INSURED uruer Section C. is amended to include as an 3dditional insured the person(s} or Organizati01(s) shown in the Declara1K>ns as an Additioral Insured -Co- Owner Of Insured Premis,s, but only with respect to their liability as co-owner of the premises shown in the Declc:ations. Page 20 of24 The limits of insurance that apply to additional insureds are described in Section D. -Limits Of Insurance. How this nsurance applies when other insurance is available to an additional insured is described in the other Insurance Condition in Section E. - Liability And Medical ElCpenses General Conditions. G. LIABILITY AND MEDICAL EXPENSES DEFINITIONS 1. "Advertisement" means the widespread public dissemination of information or images that has the purpose of inducing the sale of goods, products or services through: a. (1) Radio; (2) Television; (3) Billboard; (4) Magazine; (5) Newspaper; b. The Internet, but only that part of a web site that is about goods, products or services for the purposes of inducing the sale of goods, products or services; or c. Any other publication that is given ~espread public distribution. However. "advertisement" does not include: a. The design, printed material, information or images contained in, on or upon the packaging or labeling of any goods or products; or b. An interactive conversation between or aoong persons through a computer network. 2. "Advertising idea" means any idea for an "advertisement". 3. "Asbestos hazard" means an exposure or threat of exposure to the actual or alleged properties of asbestos and includes the mere presence of asbestos in any form. 4. "Auto· means a land motor vehicle, trailer or semi-trailer designed for travel on public roads, including any attached machinery or equipment. But "auto" does not include "mobile equipment". 5. "Bodily injury" means physical: a. Injury; b. Sickness; or c. Dbease sustained by a person and, if arising out of the above, mental anguish or death at any time. 6. "Coverage territory" means: Form SS 00 08 04 05 a. The United States of Armica (including its terri!ories and possessi,ns), Puerto Rico and Canada; b. lntemational waters or cK"Space, but only if the injury or damage oc:urs in the course of travel or transportaton between any places included in a. abCl/e; c. All other parts of the wcrld if the injury or damage arises out of: (1) Goods or products rnde or sold by you il the territory descrimd in a. above; (2) The activities of a p8"Son whose home is in the territory described in a. above, but is away br a short time on your business; or (3) 'Personal and alvertising injury" offenses that take >lace through the Internet or similar eectronic means of communication provided the insured's resionsibility to pay damages is determined in tte United States of America (including its territories and possessions), Puerto Rico or Canada, in a "suit" on the merits a:cording to the substantive law in such erritory, or in a settlement we agree to. 7. "Electronic data" means inf>rmation, facts or pruyrc:1111~. a. Stored as or on; b. Created or used on; or c. Transmitted to or from computer software, includhg systems and applicafons software, hard or floppy disks, CD-ROMS, tapes, drivES, cells, data processilg devices or any <ther media which are used with electrorically controlled equipmellt. 8. "Employee" includes a 'leased worker". "Employee" does not inclLde a "temporary worker". 9. "Executive officer" means 3 person holding any of the officer positions created by your charter, constitution, by-lavs or any other similar governing document. 10. "Hostile fire" means one which becomes uncontrollable or breaks outfrom where it was intendedto be. 11. "Impaired property" means tangible property, other than "your product" 01 "your work", that cannot be used or is less usd'ul because: a. It incorporates "your prod.Jct'' or "your work" that is known or thouglt to be defective, deficient, inadequate or dmgerous; or Form SS 00 08 04 05 BUSINESS LIABILITY COVERAGE FORM b. Ycu have failed to fulfill the terms of a contract or agreement; if such property can be restored to use by: a. The repair, replacement, adjustment or removal of "your product" or "your work"; or b. Ycur fulfilling the terms of the contract or agreement. 12. "Insured contract" means: a. A contract for a lease of premises. However, that portion of the contract for a lease of premises that indemnifies any person or organization for damage by fire, lightning or explosion to premises while rented to you or temporarily occupied by you with permission of the owner is subject to the Damage To Premises Rented To You limit described in Section D.-Liability and Medical Expenses Limits of Insurance. b. A sidetrack agreement c. Any easement or license agreemen~ including an easement or license agreement in connection with construction or demolition operations on or within 50 feet of a railroad; d. Anv obliaation. as reauired bv ordinance. to indemnify a municipality, except in connection with work for a municipality; e. An elevator maintenance agreement; or f. That part of any other contract or agreement pertaining to your business (including an indemnification of a municipality in connection with work performed for a municipality) under which you assume the tort liability of another party to pay for "bodily injury" or "property damage" to a third person or organization, provided the "bodily injury" or "property damage" is caused, in whole or in part, by you or by those acting on your behalf. Tat liability means a liability that would be imposed by law in the absence of any contract or agreement. Paragraph f. includes that part of any contract or agreement that indemnifies a railroad for "bodily injury" or "property damage" arising out of construction or demolition operations within 50 feet of any railroad property and affecting any railroad bridge or trestle, tracks, road-beds, tunnel, underpass or crossing. However, Paragraph f. does not include that part of any contract or agreement: Page 21 of 24 BUSINESS LIABILITY COVERAGEFORM (1) That indemnifies an architect, engineer or surve:or for injury or damage arising out cf: (a) Preparing, appnving or failing to prepare or app-ove maps, shop drawings, op,ions, reports, surveys, field orders, change orders, designs or drawings and specifications; o (b) Giving directiors or instructions, or failing to givethem, if that is the primary cause of the injury or damage; or (2) Under which the insured, if an architect, enginee or surveyor, assumes liability br an injury or damage arising ou1 of the insured's rendering or faiJre to render professional service,, including those listed in (1) above and supervisory, inspection, ard'litectural or engineering activitie:. 13. "Leased worker" means a person leased to you by a labor leasing firm under an agreement between you anc the labor leasing firm, to perform duties relate! to the conduct of your business. "Leased vorker" does not include a "temporary worker'. 14. "Loading or unloading" mea1s the handling of property: a. After it is moved from thi place where it is accepted for movemen into or onto an aircraft, watercraft or "auo"; b. While it is in or on an air.raft, watercraft or "auto"; or c. While it is being movec from an aircraft, watercraft or "auto" to thJ place where it is finally delivered; but "loa<i1g or unloadir)9" dces not include the movement of property by mec1s of a mechanical device, other than a hand truck, that is not attached lo the aircraft, watercaft or "auto". 15. "Mobile equipment" means aiy of the following types of land vehicles, incluting any attached machinery or equipment: a. Bulldozers, farm machi1ery, forklifts and other vehicles designed for use principally off public roads; b. Vehicles maintained for use solely on or nextto premises you owi or rent; c. Vehicles that travel on cawler treads; d. Vehicles, whether self-popelled or not, on which are permanently nounted: Page 22 of24 (1) Power cranes, shovels, loaders, diggers or drills; or (2) Road construction or resurfacing equipment such as graders, scrapers or rollers; e. Vehicles not described in a., b., c., or d. above that are not self-propelled and are maintained primarily to provide mobility to permanently attached equipment of the following types: (1) Air compressors, pumps and generators. including spraying, welding, building cleaning, geophysical exploration, lighting and well servicing equipment; or (2) Cherry pickers and similar devices used to raise or lower workers; f. Vehicles not described in a., b., c., or d. above maintained primarily for purposes other than the transportation of persons or cargo. However, self-propelled vehicles with the following types of permanently attached equipment are not "mobile equipment" but wil be considered "autos": (1) Equipment, of at least 1,000 pounds gross vehicle weight, designed J.JlllllcllllY IUI. (a) Snow removal; (b) Road maintenance, but not construction or resurfacing; or (c) Street cleaning; (2) Cherry pickers and similar devices mounted on automobile or truck chassis and used to raise or lower workers; and (3) Air compressors, pumps and generators, including spraying, welding, building cleaning, geophysical exploration, lighting and well servicing equipment. 16. "Occurrence" means an accident, including continuous or repeated exposure to substantially the same general harmful conditions. 17. "Personal and advertising injury" means injury, including consequential "bodily injury", arising out of one or more of the following offenses: a. False arrest, detention or imprisonment; b. Malicious prosecution; Form SS 00 08 04 05 c. The \'wrongful eviction frcm, wrongful entry into, or invasion of the right of private occupancy of a roan, dwelling or prenises that the ~rson occupies, committed by or on bmalf of its owner, landlord or lessor; d. Oral, written or electro,ic publication of material that slanders orlibels a person or orgaiization or dispara!es a person's or orgaiization's goods, pr<ducts or services; e. Oral, written or electro1ic publication of material that violates a person's right of privacy; f. Copying, in your "a:lvertisement", a person's or organizatbn's "advertising idea' or style of "adverti~ment"; g. lnfrirgement of copyrigh·, slogan, or title of any literary or artisti, work, in your "advertisement"; or h. Disc~mination or humilia:ion that results in injury to the feelings er reputation of a natural person. 18. "Pollutants" means any solid,liquid, gaseous or thermal ilritant or contaminan, including smoke, vapor, soot, fumes, acids, alk1lis, chemicals and waste. Waste includes materals to be recycled, reconditined or reclaimed. 10■ -r,v""'uvw UUllltJl'--1.'-U ""t·"·"''UI.IIIIW IIU£..U1U··, a. Includes all "bodily injuy" and "property damage" occurring aw,y from premises you own or rent and arsing out of "your predict" or "your work" eccept: (1) Products that are stil in your physical possession; or (2) Work that has not y,t been completed or abandoned. Hovever, "your work" will be deemed to bi completed at the earliest of the followilg times: {a) When all of thework called for in your contract ha; been completed. {b) When all of the vork to be done at the job site has Jeen completed if your contract <alls for work at more than one jcb site. {c) When that part cf the work done at a job site has been put to its intended use tj any person or organization otler than another contractor or subcontractor working on the £ime project. Form SS 00 08 04 05 BUSINESS LIABILITY COVERAGE FORM Work that may need service, maintenance, correction, repair or replacement, but wliich is otherwise complete, will be treated as completed. The "bodily injury" or "property damage' must occur away from premises you own orrent, unless your business includes the selling, handling or distribution of "your product" for consumption on premises you own or rent. b. Does not include 'bodily injury" or "property damage" arising out of: (1) The transportation of property, unless the injury or damage arises out of a condition in or on a vehicle not owned or operated by you, and that condition was created by the "loading or unloading" of that vehicle by any insured; or (2) The existence of tools, uninstalled equipment or abandoned or unused materials. 20. "Property damage" means: a. Physical injury to tangible property, including all resulting loss of use of that property. All such loss of use shall be deemed to occur at the time of the .. ~ ... ·-=--• =•-j-••·-.,· .... __ ... ------·· :4, .... b. Loss of use of tangible property that is not physically injured. All such loss of use shall be deemed to occur at the time of "occurrence" that caused it. As used in this definition, "electronic data" is not targible property. 21. "Suit" means a civil proceeding in which damages because of "bodily injury", "property damage" or "personal and advertising injury• to which this insurance applies are alleged. "Suit" includes: a. An arbitration proceeding in which such damages are claimed and to which the insured must submit or does submit with our consent; or b. Any other alternative dispute resolution proceeding in which such damages are claimed and to which the insured submits wi!h our consent. 22. "Temporary worker" means a person who is furnished to you to substitute for a permanent "employee" on leave or to meet seasonal or short-1erm workload conditions. 23. ''Volunteer worker" means a person who: a. Is not your "employee"; Page 23 of24 BUSINESS LIABILITY COVERAGEFORM b. Donates his or her work; c. Acts at the direction cf and within the scope of duties determired by you; and d. Is not paid a fee, salary or other compensation by you a anyone else for their work performed for /OU. 24. "Your product": a. Means: (1) Any goods or products, other than real property, manufactued, sold, handled, distributed or dispos,d of by: (a) You; (b) Others trading mder your name; or (c) A person or oganization whose business or a.sets you have acquired; and (2) Containers (other than vehicles), equipment with such materials, parts or furnished in conrnction goods or products. b. Includes: (1) Warranties or represntations made at any time with resp,ct to the fitness, quality, durability, p«rformance or use of "your product"; ani Page 24 of 24 (2) The providing of or failure to provide warnings or instrnctions. c. Does not include vending machines or other property rented to or located for the use of others but not sold. 25. "Yourwork": a. Means: (1) Work or operations performed by you or on your behalf; and (2) Materials, parts or equipment furnished in connection with such work or operations. b. Includes: (1) Warranties or representations made at any time with respect to the fitness, quality, durability, performance or use of "your work"; and (2) The providing of or failure to provide warnings or instrnctions. Form SS 00 08 04 05 Policy Number: 57SBAAZ1255 THIS ENDORSEMENT::HANGES THE>OLICY. PLEASE READ IT CAREFULLY. AMENDMENT -AGGREGATE LIMITS (PER PROJECT) This endorsement modifies insurance provided under thefollowing: BUSINESS LIABILrY COVERAGE FORM A. Section D. LIABILITY AND ME)ICAL EXPENSES LIMITS OF INSURANCE is ame1ded as follows: 1. The General Aggregate Lirrt under Section D. LIABILllY AND MEDICAL EXPENSES LIMIT OF INSURANCE applies sEparately to each of your "pr~ects". 2. The limits shown in the Decarations for Liability and Medical Expenses, Danage To Premises Rented To You and MedicalExpenses continue to apply. 3. When coverage for liability arising out of the f.11 UU Ul,;lrl,;Ull lf.llt:l lt:lU Uf.Jt:ll iilUll:S lli::ILi::11 U l:S provided, any payments for damages because of "bodi~ injury" or "propert damage" included in the "products-completed operations hazard" will reduce the Products-Conpleted Operations Aggregate Limit, and not ~duce the General Aggregate Limit. Form SS 04 33 04 05 4. If the applicable "project'' has been abandoned, delayed, or abandoned and then restarted, or if the authorized contracting parties deviate from plans, t>lueprints, designs, specifications or timetables, the "project" will still be deemed to be the same "project". 5. The provisions of Section D. LIABILITY AND MEDICAL EXPENSES LIMIT OF INSURANCE not otherwise modified by this endorsement shall continue to apply as stipulated. B. Additional Definitions I llt:l 1u11uw111y Ut:llllllllUII l:S i::IUUt:lU IU ~l:tl,;IIUII "· LIABILITY AND MEDICAL EXPENSES DEFINITIONS: 1. "Project' means "your work' at location(s) away from premises owned or rented to you. Page 1 of 1 © 2005, rhe Hartford Ploicy Number: 57SBAA~l255 THIS ENDORSEMENT CHANGES THEF'OLICY. PLEASE READ IT CAREFULLY. CALIFORNA CHANGES This endorsement modifies insuranci provided under thefollowing: COMMON POUCY CONDITIONS SPECIAL PROPER'Y COVERAGE FORM IT ANDARD PROPEtTY COVERAGE FORM BUSINESS LIABILrY COVERAGE FORM EMPLO"MENT PRACTICE~ LIABILITY COVERAGE FORM A Paragraphs 2. and 3. of the Carcellatlon Common Policy Cond!ion are replaced by he following: 2. All Policies in Effect for 60 D1ys Or Less: If this p:ilicy has been in efect for 60 days or less, and is not a renewal 1f a policy we have previously issued, we may cancel this policy by mailing or delivering to the 1rst Named Insured at the mailing address show, in the policy and to the producer of record, adva1ce written notice of cancellalion, stating the reaMln for cancellation, at least: a. 10 days before the effective date of ______ .. _ ... : __ :J! ••• ______ ,,:: __ _ (1) Nonpayment of prenium; or (2) Discovery of fnud or material misrepresentation b~ (a) Any insured or his or her representative in obtaining this insurance; or (b) You or your representative in pursuing a claimunder this policy. b. 30 days before the effective date of cancellation if we cancel f,r any other reason. 3. All Policies in Effect For Mori Than 60 Days a. If this policy has been in :iffect for more than 60 days, or is a reneval of a policy we issued, we may cancel tiis policy only upon the occurrence, after tte effective date of the policy, of one or mon of the following, or as permitted under appli,able California law: (1) Nonpayment of p-emium, including payment due on a pior policy we issued and due during the current policy term covering the same ri;ks. (2) Discovery of fnud or material misrepresentation b~ (a) Any insured or his or her representative in obtaining this insurance; or Form SS 01 21 03 17 © 2017, "he Hartford (b) You or your representative in pursuing a claim under this policy. (3) A. judgment by a court or an administrative tribunal that you have violated a California or Federal law, having as one of its necessary elements an act which materially increases any of lhe risks insured against. (4) Discovery of willful or grossly negligent acts or omissions, or of any violations of state laws or regulations establishing safety standards, by you or your ri,:,.nri,:,.c::i,:,.nf::ith,i,:,. \A/hir.h m::iti,:,.ri::ilh, int"ri,:,.::i<:'1 any of the risks insured against. (5) Failure by you or your representative to iTiplement reasonable loss control requirements, agreed to by you as a condition of policy issuance, or which were conditions precedent to our use of a particular rate or rating plan, if that failure materially increases any of the risks insured against. (6) A. determination by the Commissioner of Insurance that the: (a) Loss of, or changes in, our reinsurance covering all or part of the risk would threaten our financial integrity or solvency; or (b) Continuation of the policy coverage would: i. Place us in violation of California law or the laws of the state where we are domiciled; or ii. Threaten our solvency. (7) A change by you or your representative i1 the activities or property of the commercial or industrial enterprise, which results in a materially added, ncreased or changed risk, unless the Page 1 of4 added, increased <r changed risk is included in the polic} i. Place us in violation of California lav or the laws of the state where we are domiciled; or ii. Threaten ou solvency. (7) A. change by you oryour representative in the activities c: property of the commercial or inlustrial enterprise, which results in a materially added, increased or chang¼d risk, unless the added, increased er changed risk is included in the polic} b. We will mail or deliv.r advance written notice of cancellation, sliting the reason for cancellation, to the firstNamed Insured, at the mailing address shovn in the policy, and to the producer of recorc at least: (1) 10 days before th, effective date of cancellation if Ne cancel for nonpayment of prerrium or discovery of fraud, or (2) 30 days before th, effective date of cancellation if we cincel for any other reason listed in paraJraph 3.a. B. The fobwing provisions is added -to the Cancellalion Common Polic}Condition: 7. RA~Anti~I PrnnArtv Page 2 of 4 This provision applies b coverage on real prol)3rty which is usec predominantly for residential purposes arn consisting of not more than four dwelhg units, and to coverage on tenants' lousehold personal prol)3rty in a residertial unit, if such coverage is written unde this policy: a. tt such coverage ha. been in effect for 60 days or less, anc is not a renewal of coverage we previmsly issued, we may cancel this covera~e for any reason, except as provided it b. and c. below. b. We may not cancelsolely because the first Named Insured 1as: (1) Accepted an dfer of earthquake coverage; or (2) Cancelled or die not renew a policy issued by the California Earthquake Authority (CEA) that included and earthquake Jolicy premium surcharge. Hovever, we shall cancel this polict if the first Named Insured has accepted a new or renewal policy ,sued by the CEA that includes ar earthquake policy premium surchc:ge but fails to pay the earthquakE policy premium surcharge authoized by the CEA. c. We may not cancel such coverage solely because corrosive soil conditions exist on the premises. This restriction (c.) applies only if coverage under the Special Property Coverage Form, IVhich excludes loss or damage caused by or resulting from corrosive soil conditions. C. The following is added and supersedes any provisions to the contrary: NON RENEWAL 1. Subject to the provisions of paragraphs C.2. and C.3. below, if we elect not to renew this policy, we will mail or deliver written notice stating the reason for nonrenewal to the first Named Insured shown in the Declarations and to the producer of record, at least 60 days but not more than 120 days, before the expiration or anniversary date. We will mail or deliver our notice to the first Named Insured, and to the producer of record, at the mailing address shown in the policy. 2. Residelltial Property This provision applies to coverage on real property used predominantly for residential purposes and consisting of not more than four dwelling units, and to coverage on tenants' househdd property contained in a residential I ,nit if Cllt'n """"'r"'""' jc:, \A/ritlon I ,nnor thic:, nnli,-.11 a. We may elect not to renew such coverage for any reason, except as provided in b., c. andd. below: b. We will not refuse to renew such coverage solely because the first Named Insured has accepted an offer of earthquake coverage. However, the following applies only to insurers who are associated participating insurers as established by Cal. Ins. Code Section 10089.16. We may elect not to renew such coverage after the first Named lns1red has accepted an offer of earthquake coverage, if one or more of the following reasons applies: (1) The nonrenewal is based on sound underwriting principles that relate to the coverages provided by this policy and that are consistent with the approved rating plan and related documents filed 1Vith the Department of Insurance as required by existing law; (2) The Commissioner of Insurance finds !hat the exposure to potential losses will threaten our solvency or place us in a hazardous condition. A hazardous condition in which we make claims payments for losses resulting from an earthquake that occurred within the Form SS 01 21 03 17 preceding two yearsand that required a reduction in policytolder surplus of at least 25% for payment of those claims; or (2) The Commissioner of Insurance finds !hat the exposure topotential losses will lhreaten our solvency or place us in a hazardous conditio1. A hazardous condition in which we make claims payments for losses resulting from an earthquake that o,curred within the preceding two yearsand that required a reduction in policytolder surplus of at least 25% for payment of those claims; or (3) We have: (a) Lost or experie,ced a substantial reduction in the ~vailability or scope of reinsurance c.verage; or (b) Experienced a :ubstantial increase in the premiJm charged for reinsurance overage of our residential pnperty insurance policies; and theCommissioner has approved a plan for the nonrenewals bat is fair and equitable, and tlat is responsive to the changes i1 our reinsurance position. f-) \I\I-•• ,:11 --" .. -.c•--•-----••• -••-'- coverage solely because the first Named Insured 1as cancelled or did not renew a pdicy, issued by the California Earth<uake Authority that included an 3arthquake policy premium surchage. (d) We will not ref1se to renew such coverage solely because corrosive soil conditions exist on the premises. Tlis restriction (d) applies only if ctverage is subject to the Special Froperty Coverage Form. which 3Xcludes loss or damage causedby or resulting from corrosive soil co1ditions. 3. We are not required tc send notice of nonrenewal in the following stuations: a. If the transfer or renewa of a policy, without any changes in terms, ,onditions, or rates, is between us and , member of our insurance group. b. If the policy has been e:tended for 90 days or less, provided that ncice has been given in accordance with parag-aph C.1. c. If yaJ have obtained repacement coverage, or if the first Named lnSJred has agreed, in writirg, within 60 days cf the termination of the policy, to obtain that :overage. Form SS 01 21 03 17 d. If the policy is for a period of no more than 60 days and you are notified at the time of issuance that it will not be renewed. e. If lhe first Named Insured requests a cha~ge in the terms or conditions or risks covered by the policy wthin 60 days of the end of the policy period. f. If we have made a written offer to the first Named Insured, in accordance with the time frames shown in paragraph C.1., to renew the policy under changed terms or conditions or at an increased premium rate, when the increase exceeds 25%. If there is an appraisal, we will still retain our right to deny the claim. D. The Concealment, Misrepresentation Or Fraud Condition is replaced by the following with respect to loss of damage caused by fire: We do not provide coverage to the insured who, whether before or after a loss, has committed fraud or intentionally concealed or misrepresented any material fact or circumstance concerning: 1. This Coverage Part; 2. The Co\'0red Property; 3. That insured's interest in the Covered Property; or 4. A claim under this Coverage Part or Coverage l=nrm E. The Concealment, Misrepresentation Or Fraud Condition is replaced by the following with respect to loss of damage caused by a Covered Cause of Loss other than fie: This Coverage Part is void if any insured, whether before or after a loss, has committed fraud or intentionally concealed or misrepresented any material factor circumstance concerning: 1. This Coverage Part; 2. The Co\'0red Property; 3. That insured's interest in the Covered Property; or 4. A claim under this Coverage Part or Coverage Form. F. The Other Insurance -Property Coverage Condition is replaced by the following: If there is other insurance covering the same loss or damage, wawill pay our share of the covered loss or damage. 0.ir share is the proportion that the applicable lmit of insurance bears to the limits of insurance of all insurance covering on same basis. G. The Appraisal Property Loss Condition of the Standard and Special Property Form is replaced by the followng: If we and you disagree on the value of the property or the amount of loss, either may make written Page 3 of4 request for an appraisal of the less. If the request is accepted, each party will selec a competent and impartial appraiser. Each party s,all notify the other of the appraiser selected withn 20 days of the request. The two appraisers will select an umpire. If they cannot agree within 15 days, either may request that selection be made ty a judge of a court having jurisdiction. The api::aisers will state separately ttie value of the pro1Brty and amount of loss. If they fail to agree, thet will submit their differences to the umpire. A de:ision agreed to by any two will be binding. Each pary will: a. Pay its dlosen appraiser; anl b. Bear the other expenses o the appraisal and umpire equally. If there is an appraisal, we will sill retain our right to deny the clai!Tl. H. With respect to an "Open =>olicy", the Loss Payment Condition of the Sta1dard and Special Property Ferm is amended by tte following: 1. Paragraph 5.d.(1).(b). of he Loss Payment condition is deleted and rmlaced by: We will rot pay on a replacenent cost basis for any loss or damage until tte lost or damaged property is actually repairel or replaced, and then on~ subject to deductiln for depreciation. Prior to such repair or rtplacement, and in accordance with the term applicable Loss Payment conditions in this p,licy, we will pay the _..,4--._1 ·--•-···-•---~ 41--1 ...... 4 ---'----.::,--' property as described in thisendorsement. If the actual cash value does not exhaust the applicable Limit of lnsuranra, we will then pay the difference between the actual cash value and the replacement cost, provided that the repair or replacement is corroleted: a. Within 12 months after )Ur payment of the actual cash value: or b. Withn 24 months after )Ur payment of the actual cash value if tra loss or damage rela1es to a state of emegency as described in Section 8558 of the G,vemment Code; unless we extend the tiITT period for good cause. The foregoing provisions co not constitute a waiver of our right to deny th~ claim for any valid reason or to restrict paynent in cases of suspected fraud. Page 4 of 4 2. Actual cash value is detemnined as follows: a. In the event of a total loss to a building or stru:ture, actual cash value is calculated as the Limit of Insurance applicable to that building or structure or the fair market value of the building or structure, which ever is less. b. In tile event of a partial loss to a building or stru:ture, actual cash value is calculated as shown below, which ever is less: (1) The amount it would cost to repair, rebuild or replace the property less a fair and reasonable deduction for physical depreciation of the components of the building or structure that are normally subject to repair or replacement during ls useful life. Physical depreciation is based upon the condition of the property at the time of the loss; (2) The limit of Insurance applicable to the property. c. In lhe event of a partial or total loss to Covered Property other than a building or stru:ture, actual cash value is calculated as the lesser of the following: (1) The amount it would cost to repair or replace the property less a fair and reasonable deduction for physical deoreciation, based on the condition of 1ne pruptmy i:ll me ume 01 10:ss; or (2) The Limit of Insurance applicable to the property. 3. An "Open Policy" is a policy under which the value of Covered Property is not fixed at policy inceptioA, but is determined at the time of loss in accordance with policy provisions on valuation. The term "open policy" does not apply to Covered Property that is subject to an Agreed Value clause or similar clause that establishes an agreed value prior to loss, unless such clause has expired. Form SS 01 21 03 17 THIS ENDORSEMENT::HANGES THE=>OLICY. PLEASE READ IT CAREFULLY. NOTICE OF CANCELLATION TO CERTIFICATE H0LDER(S) This policy is subject to the followingadditional Condition: A. If this policy is cancelled by tie Company, other than for non-payment of premi1m, notice of such cancellation \Viii be provided at least thirty (30) days in advance of the cancellation Effective date to the certificate holder(s) with mailin! addresses on file with the agent of record or the c,mpany. B. If this policy is cancelled by thE company for non- payment of premium, or by thE insured, notice of such cancelation will be provhed within ten (10) days of the cancellation effe:::tive date to the certificate holder(s) with mailin! addresses on file with the agent of record or the C,mpany. Form SS 12 23 0611 If notice is mailed, proof of mailing to the last known mailing address of the certificate holder(s) on file with the agent of record or the Company will be sufficient proof of notice. Any notification rights provided by this endorsement apply only to active certificate holde~s) who were issued a certificate of insurance applicable to this policy's term. Failure to provide such notice to the certificate holder(s) will not amend or extend the date the cancellation becomes effective, nor will it negate cancellation of the policy. Failure to send notice shall impose no liability of any kind upon the Company or its agents or representatives. Page 1 of 1 © 2011,rhe Hartford Company Profile I. CALIFORNIA ' . DEPARTMENT OF msURANCE Company Profile Company Search Company Search Results Company Information Old Company Names Agent for Service Reference Information NAIC Group List Lines of Business Workers' Compensation Complaint and Request for Action/Appeals Contact Information Financial Statements PDF's Annual Statements Quarterly Statements Company Complaint Company Performance & Comparison Data Company Enforcement Action Composite Complaints Studies Additional Info Find A Company Representative I n Your Area View Financial Disclaimer COMPANY PROFILE Company Information SENTINEL INSURANCE COMPANY, LTD. ONE HARTFORD PLAZA, HO-1-09 HARTFORD, CT 06155 Old Company Names Effective Date Agent For Service Vivian Imperial 818 WEST SEVENTH STREET SUITE 930 LOS ANGELES CA 90017 Reference Information INAIC #: I California Company ID #: I Date Authorized in California: I License Status: I company Type: I state of Domicile: back to top NAIC Group List NAIC Group #: Lines Of Business I 11000 5168-0 I 10/28/2009 I UNLIMITED-NORMAL Property & Casualty II CONNECTICUT I 0091 HARTFORD FIRE & CAS GRP The company is authorized to transact business within these lines of insurance. For an explanation of any of these terms, please refer to the glossary. AUTOMOBILE BOILER AND MACHINERY BURGLARY COMMON CARRIER LIABILITY CREDIT DISABILITY FIRE LEGAL INSURANCE LIABI LITY MARINE MISCELLANEOUS PLATE GLASS SPRINKLER Page 1 of 2 https://interactive.web.insurance.ca.gov/companyprofile/companyprofile?event=companyP... 11/4/2019 Sentinel Insurance Company, Ltd. -Company Profile -Best's Credit Rating Center Sentinel Insurance Company, Ltd. AMB #: 002234 NAIC #: 11000 FEIN#: 061552103 Domiciliary Address One Hartford Plaza Hartford, CT 06155-0001 United States Web: www.thehartford.com Phone: 860-547-5000 AM Best Rating Unit: AMB #: 018217 -Hartford Insurance Pool Assigned to insurance companies that have, in our opinion, a superior ability to meet their ongoing insurance obligations. View additional.news, reports and products for this company. Page 1 of 5 Based on AM Best's analysis, 058707 -Hartford Financial Services Group Inc is the AMS Ultimate Parent and identifies the topmost entity of the corporate structure. View a list of operating insurance entities in this structure. Best's Credit Ratings Financial Strength Rating View Definition Rating: Affiliation Code: A+ (Superior) p (Pooled) Financial Size Category: XV ($2 Billion or greater) Outlook: S~b~ Action: Effective Date: Initial Rating Date: Affirmed August 30, 201 9 June 30, 1958 Long-Term Issuer Credit Rating View Definition http:/ /ratings.ambest.com/Company Profile.aspx?ambnum=2234&URatingld=2788098&bl. .. 11/4/2019