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Lesar Development Consultants; 2019-09-06;
AGREEMENT FOR CONSULTANT SERVICES LESAR DEVELOPMENT CONSULTANTS THIS AGREEMENT is made and entered into as of the ~ day of :::>e~b.<: r'. , 20_ft_, by and between the CITY OF CARLSBAD, a municipal corporaion,{'City"), and LESAR DEVELOPMENT CONSULTANTS, a California Corporation, ("Contractor"). RECITALS A City requires the professional services of a Consultant that is experienced in preparation of the Consolidated Plan and Annual Action for Community Development Block Grant Programs. B. Contractor has the necessary experience in providing professional services and advice related to the development of the Consolidated Plan and the Annual Action Plan. 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 year from the date first above written. The City Manager may amend the Agreement to extend it for three additional one-year periods or parts thereof in an amount not to exceed Thirty-One Thousand Two Hundred and Sixty- Nine Dollars ($31,269). 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 will be Thirty-One Thousand Two Hundred and Sixty-Nine Dollars ($31,269). 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". City Attorney Approved Version 6/12/18 Incremental payments, if applicable, should be made as outlined in attached Exhibit "A". 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 attorney's 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 City Attorney Approved Version 6/12/18 2 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 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). $1,000,000 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 City Attorney Approved Version 6/12/18 3 maintain insurance and City may collect these payments from Contractor or deduct the amount paid from any sums due Contractor under this Agreement. 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 Deborah K. Fountain Community and Economic Title Development Director Community and Department Economic Development City of Carlsbad Address 1200 Carlsbad Village Drive Carlsbad Phone No. 760-434-2810 For Contractor Name Diana Elrod Title Principal Address 404 Euclid., Suite 212 San Diego, CA 92114 Phone No. 619-236-0612 Email diana@lesardevelopment.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. YesO No~ 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 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 City Attorney Approved Version 6/12/18 5 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 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 the purchase order. 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 By: Cr}\./) -~LC~ Feiyu Yan Operations Manager By: CITY OF CARLSBAD, a municipal corporation of the State of California ~~.ill r r;.,.+~) Debora ~Fountain, Community and Economic Development Director ATTEST: City Clerk 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: CELIA A. BREWER, City Attorney City Attorney Approved Version 6/12/18 7 EXHIBIT "A" SCOPE OF SERVICES The Consultant shall provide services for the preparation of the Five-Year Consolidated Plan ( Con Plan) and One Year Action Plan for the City of Carlsbad to be submitted to HUD by May 15, 2020 for the not to exceed price of $31,269. The completed Con Plan will cover the period July 1, 2020 through June 30, 2025. The completed Con Plan will follow regulations set forth by Title 24 CFR Part 91, et seq., and in accordance with instructions and guidance published by HUD (listed below). The scope of work for the Consolidated Plan will include the following major elements. • Assistance in meeting public participation requirements for the Con Plan process. • Preparation of all components of the 2020-2025 Con Plan. • Preparation of the One Year Action Plan to implement the strategic plan for FY 2020-21. • Input of data for Con Plan and One Year Action Plan into HUD's IDIS. The Consultant will be responsible for assisting City staff with meeting public participation requirements, the data compilation and analysis for the needs assessment, development of the complete Con Plan, and portions of the One Year Action Plan, as more specifically outlined in Section V below. All work must be completed in compliance with Consolidated Plan requirements, applicable City of Carlsbad Codes and Ordinances, and in a satisfactory and proper manner as determined by the City. Such services shall be performed, except as otherwise stated herein, by persons solely under the domain and control of the Consultant. The Consultant shall comply with such other terms and conditions, including record keeping and reports for project monitoring and evaluation purposes, as may be established by the City or by HUD for the purposes of carrying out the project in an effective and efficient manner. The specific requirements for the Consolidated Plan can be found in the Code of Federal Regulations, Title 24, Part 91 (24 CFR Part 91 ). In addition, HUD has released an on-line template for submission of the Consolidated Plan, Annual Action Plans, and Consolidated Annual Performance Evaluation Reports (CAPER) referred to as eCon Planning Suite, including the Consolidated Plan template in IDIS Online and the CPD Maps website. The Consultant will utilize the econ Planning Suite format as the basis for constructing the City's Con Plan. The template will include certain data already supplied by HUD on the City's housing and community development needs, including detailed and timely demographic, housing affordability and economic data, and in the format required by HUD. Additional data may be required that is not available from the template at the current time. CPD maps may be used but are not required. While the Consultant will be responsible for entry of the final Con Plan components produced by Consultant, City staff may assist the Consultant in this process so that they might become familiar with the requirements, guidance and tools available for preparing future submissions on-line using eCon Planning Suite. Anticipated Schedule: A final 2020-2025 Consolidated Plan and One Year Action Plan will be due to the City on or about April 1, 2020, for City Council adoption. City must submit its Con Plan to HUD by May 14, 2020. Because there are numerous components of the Con Plan to schedule, including public meetings and City Council hearings, it is the intention of the City to select the Consultant and commence City Attorney Approved Version 6/12/18 8 the project as soon as possible according to the following estimated timeframe or provide alternative timeline in proposal if needed. May -July 2019: May -Oct. 2019: Nov. -Dec. 2019: December 2020: January 1, 2020: Feb. -March 2020: March 2020: April 1, 2015: April -May 2015: May 14, 2015: City's Responsibilities: County to issue RFP with Agency Share Clause, select consultant, execute agreement, kick-off meeting, scheduling, technical consultation Data research, consultation strategy, review past CCP plan, needs assessment, hold public meetings, identify priorities City to conduct RFP for FY 2020-21 One Year Action Plan projects and programs Preliminary draft Con Plan sections and summary findings due to Housing and Neighborhood Services Department staff for review and comment First draft of Con Plan/Action Plan due from Consultant First Public Hearing to seek public input and tentatively adopt Con Plan/One Year Action Plan allocations 30-day public comment period for Con Plan and One Year Action Plan Final Draft of Con Plan/Action Plan due from Consultant Second Public Hearing to adopt Con Plan and One Year Action Plan City to submit electronic Con Plan to HUD The City of Carlsbad will expect the Consultant to have the capacity to exercise independent judgment and to perform those actions necessary to achieve the project objectives. While the Consultant will be working closely with Housing and Neighborhood Services Department staff under the direction of the Housing and Neighborhood Services Director, it should be understood the City has limited staff and clerical resources to support the project and will rely on the personnel, experience and expertise of the Consultant to ensure all necessary components under their scope of services are completed in a timely manner. The City will be responsible for the following: a. Publishing all public notices for meetings. b. Providing copies of any City reports or data to Consultant as necessary to complete the Con Plan c. Prompt review of internal plan sections submitted by Consultant. d. Presentation of the Con Plan and One-Year Action Plan to City Council at public hearing(s) e. Conducting the annual RFP process for selection of specific CDBG and HOME activities that will comprise a portion of the One Year Action Plan. i. Submitting the completed Con Plan and Action Plan to HUD through HUD's Integrated Disbursement & Information system after all required data is input into IDIS by the Consultant. Consultant's Responsibilities: The Consultant should be ready to begin immediately and will coordinate with City staff to ensure timely development of the various necessary components of the plan. While, City staff will be City Attorney Approved Version 6/12/18 9 responsible for providing presentations at all public hearings, Consultant will be required to attend those hearings in the event questions arise regarding their work on the plan. The Consultant will provide monthly status reports to the Housing and Neighborhood Services Department staff regarding the progress and development of the Con Plan, or more often as agreed. Specific tasks shall include, at a minimum: Public Participation The Consultant will be responsible for assisting City staff with ensuring that all public participation requirements for development of the Con Plan are met. At a minimum, the Consultant will work with City staff to identify different options for how each public participation requirement can be met. Needs Assessment. The Consultant will be responsible for gathering, organizing, assessing and analyzing facts and data collection including: • Review of available data, reports, and documents • Prepare summaries of comments received, assess data gathered, conduct analysis, and develop Five Year priority recommendations incorporating factual data and public input collected to support those recommendations. If new census data becomes available during the project timeframe, the Consultant will work with the Housing and Neighborhood Services Department staff to incorporate the new data into the Con Plan as time and resources allow. Preparation of Five-Year Consolidated Plan and One Year Action Plan • Prepare all narratives, maps, tables, charts, and illustrations to include in Plan. • Following completion of the needs assessment, Consultant will begin providing internal copies of Con Plan sections and summary findings to Housing and Neighborhood Services Department staff (as early as possible but no later than November 1, 2020) for review and comment prior to distribution of the draft plan. Once comments are incorporated, the Housing and Neighborhood Services Department staff will authorize the Consultant to finalize the draft for incorporation in the Con Plan. • Prepare and submit draft Con Plan and Action Plan (including proposed Action Plan project allocations as determined by the City following the RFP process conducted) for presentation to City Council in February or March of 2020 (due by January 15, 2020). City Council will be asked to tentatively adopt the Con Plan and recommended FY 2020- 21 funding to specific activities comprising the One Year Action Plan. o The Plan must include proposed five (5) year funding goals, priorities and strategies, along with proposed accomplishments and performance measurements. The Con Plan will follow the IDIS format provided, narrative requirements, and HUD guidance, taking into consideration improved ways to present and display supplemental information (such as maps or graphs) as well as any federal regulation changes. City Attorney Approved Version 6/12/18 10 o Provide internal copies of Con Plan sections to Housing and Neighborhood Services Department staff for review and comment prior to distribution of the draft plan. Once comments are incorporated, the Housing and Neighborhood Services Department staff will authorize the Consultant to finalize the draft for incorporation with the Agenda Report. • Submit an electronic PDF file of the draft Consolidated Plan and Annual Action Plan with all components and tentative allocations presented at the first public hearing suitable for public distribution and a 30-day review period (due by April 1, 2020). • Prepare and submit final Con Plan and One Year Action Plan (including comments from public review period) for presentation to City Council at a public hearing before May 14, 2020 to allow for submittal to HUD by May 15, 2020. Housing and Neighborhood Services Department staff will review and provide any final comments prior to finalization. (After public comments are incorporated, the Housing and Neighborhood Services Department staff will authorize the Consultant to finalize the draft for incorporation with the staff report to City Council.) Final Work Products: The Consultant is responsible for submitting all required copies of the final Consolidated Plan and Annual Action Plan to Housing and Neighborhood Services Department staff no later than April 1, 2020 as follows: • Submit four (4) bound copies and one (1) reproducible master un-bound copy, including all components of the documents such as maps and graphics. Bound copies should be provided in 3-ring binders. • Submit an electronic PDF file of the complete final Consolidated Plan and Annual Action Plan with all components suitable for public distribution. • Submit reproducible electronic copies of all maps, graphics, slide presentations, surveys, and photographs. All deliverables will become property of the City of Carlsbad. City Attorney Approved Version 6/12/18 11 RESOLUTION GRANTING SIGNING AND AUTHORITY TO CONDUCT BUSINESS FOR LESAR DEVELOPMENT CONSULTANTS Dated as of: May 20, 2019 The undersigned, being the sole member of the Board of Directors of LESAR DEVELOPMENT CONSULTANTS, a corporation organized under the General Corporation Law of California, does hereby consent to take the following actions and adopt the following resolutions without a formal meeting: RESOLVED, that Jennifer LeSar is hereby authorized and approved to grant signing authority and authority to conduct business to Catherine A. Romanas and Feiyu Yan. The foregoing signing and authority granted shall include, but shall not be limited to, the execution of contracts, obligations, certifications, and other instruments entered into by this Corporation. RESOLVED, that Jennifer LeSar is hereby authorized and approved to grant signing authority to execute documents related to Request for Proposals (RFPs) to the following people in this preferred order: 1) Catherine A. Romanas, 2) Feiyu Yan, 3) Mary Lydon, 4) Erica Snyder, and 5) Kris Kuntz. The undersigned hereby certifies that this resolution is now in full force and effect without modification or rescission. This consent is executed pursuant to Section 307(b) of the CORPORATIONS CODE of the State of California, and Section 13 of Article III of the Bylaws of this corporation, which authorize the taking of action by the Board of Directors by written consent without a meeting. Dated as of: May 20, 2019 WAIVER REQUEST FORM FACTORS IN SUPPORT OF REQUEST TO MODIFY INSURANCE REQUIREMENT(S) Generally, a modification to the coverage requirement will be accepting a lower limit of coverage or waiving the requirement( s ). Requested by: Nancy Melander, Housing and Neighborhood Services (Name and Department) 7/23/2019 (Date) Proposed modification(s) to the Professional Services (Type of insurance) requirement(s) for LeSar Development Consultants (Name of contract) D Reduce coverage to the amount of: =$ ______ _ D Waive coverage 00 Other: Waive the requirement of $2M for the automobile liability F ACTOR(S) IN SUPPORT OF MODIFICA TION(S) (check those that apply) □Significance of Contractor: Contractor has previous experience with the City that is important to the efficiency of completing the scope of work and the quality of the work-product. [explain] _______ _ 00Significance of Contractor: Contractor has unique skills and there are few if any alternatives. [explain: include number of candidates RFP sent to and number responded if applicable] The County of San Diego has selected LeSar Development Consultants to prepare the upcoming Consolidated Plan and as a member of the HOME Consortium, the city along with four other jurisdictions in the county have been included to particpate in this solicitation. 00Contract Amount/Term of Contract: $_3_1-'---,2_6_9 ____ . Work will be completed over a period of 1 year □Professional Liability coverage is not available to this contractor or would increase the cost of the contract by $ [explain]. ___________________________ _ OOther (e.g. explain why exposures are minimal, how exposures are covered in another policy, exposure control mechanisms, and any other information pertinent to your request): Approved by Risk Manager for this contract only: (Signature) (Date) -----, . ACORD CERTIFICATE OF LIABILITY INSURANCE DA'TE (MM'DOIYYYV) 07/26/2019 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 policy(ies) must have ADDITIONAL INSURED provisions or be endorsed. If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy, certain policies may require an endorsement. A statement on this certificate does not confer ri s to the certificate holder in lieu of such endorsement s . PRODUCER Stromsoe Insurance Agency ,_.,,._,,,,..,',-----R_ac_he_l _H_in_cl_e ______ ~~-----------1 24910 Las Brisas Road, Ste 117 H!'l~..._...,___.95=..:.11..:60;:.;0:.c-6:.:7.:;5.:..1 -------'-""""'-......_-"9==5-"1 c=.lr7:....:7_:-6==2&=5::..._--; ·~ Murrieta, CA 92562 License#: 0D06577 LeSar Development Consultants 404 Euclid Ave Ste 212 San Diego, CA 92114-2200 INSl.RERA: INSl.RERB: INSl.RERC: INSl.RERD: INSl.RERE: INSl.RERF: COVERAGES CERTIFICATE NUMBER· 00000000-2322191 NAICI 38342 REVISION NUMBER· 10 THIS IS TO CERTIFY THAT THE POLICIES OF IIISURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING »IY REClUIREMB'ff, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO VIA--IICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE Ill SU RANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCWSIONS »ID CONDITIONS OF SUCH POLICIES. LIMITS SHO'M>I MAY HAVE BEEN REDUCED BY PAID CLAIMS. IN~ lYPEOFINS~ ADDI. SUB~ POi..11..TEFF POLICY EXP LIMITS ··-~ -·~ POLICY N.JMBER A ...x COMMERCIAL GENERAL LIABILITY y y 0B3 D980118 00 07/19/2019 07/19/2020 EACH OCOJRRENCE $ 2.000.000 -D QAIMS-MACE [i] OCOJR PRFMISE~ YE~"~~~ncel $ 500 000 -MED EXP (Any one person l $ 10000 PERSONAL & ADV INJURY -$ GEN'L AGGREGATE LIMIT APPLIES PER GENERAL AGGREGATE $ 4.000.000 MPOLICY □1& □LOC PRODUCTS. COMP/OP AGG $ OTHER: Deductible $ 500 B AUl"OMOBILE LIABILITY BA040000016752 08/10/2019 08/10/2020 COMBINED SINGLE LIMIT {Ea accident\ $ 1.000.000 ANY AUTO BODILY INJURY (Per person) $ >--OWNED -SCHEDULED _x_ BODILY INJURY (Per accident) $ >--AUTOS ONLY AUTOS HIRED NON-OWNED m?~d~t~AMAGE $ >--AUTOS ONLY >--AUTOS ONLY $ l.MBRB.LA UAB H OCO.JR EACH OCOJRRENCE $ -EXCESS LIAB QAIMS-MADE AGGREGATE $ OED I I RETENTION$ $ C WORKERS COMPENSATION EIG2573363-01 12/01/2018 12/01/2019 XI ~WTIITIC I I &,TH- AND EMPLOYERS' LIABILITY Y/N ANYPROP~ETOR/PARTNER/EXECUTIVE [i] NIA EL. EACH ACODENT $ 1.000.000 OFFICER/MEMBER EXCLUCED? (Mandatory In N-i) EL C!SEASE • EA EMPLOYEE $ 1,000,000 1 it_,\'~~r8~ ~~PFRATIONS bel .... EL C!SEASE-POLICY UMT $ 1.000.000 D Professional Liabili MPL2293469.19 07/15/2019 07/15{2020 1,000,000 occ 2,000,000 AGG A Business Personal Pr 0B3 D980118 00 07/19/2019 07/19/2020 BOP Property 50,000 DESCRIPTION OF OPERATIONS/ LOCATIONS 1\/EHa..ES (ACORD 101, AdclUonll Romaru Sct.cUo, may bo attact.d lfmoro ---•• r.qulrad) The City of Carlsbad, Its offlclals, employees and volunteers must be named as an addltlonal Insured with respect to llablllty arising out of activities performed by or on behalf of the Named Insured (General Llablltty only). The full llmlts available to the named Insured shall also be available and applicable to the City as an addltlonal Insured. Coverage under this pollcy shall be primary Insurance as respects the City, Its offlclals, employees and volunteers. This pollcy wlll not be canceled, materially changed nor the amount of coverage reduced untll thirty (30) days after receipt of written notice of cancellation or reduction In coverage by the Housing and Neighborhood Services Department of the City of Carlsbad, Callfornla All rights of (continued on ACORD 101 Addltlonal Remarks Schedule) CERTIFICATE HOLDER CANCEL LA 110N SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE City of Carlsbad THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE Wmt THE POLICY PROVISIONS. 1635 Faraday Avenue Carlsbad, CA 92008 AUTHORIZED REPRESENTAll\lE I ~"'-d_~ IRAH) @1988-2015 ACORD CORPORATION. All rights reserved. ACORD 25 (2016/03) The ACORD name and logo are registered marks of ACORD Printed by RAH on July 26, 2019 at 02:44PM -~. ACORD L ~- AGENCY stromsoe Insurance Agency POLICY NJMBER NIA CARRI~ Multiple Carriers ADDITIONAL REMARKS AGENCY CUSTOMER ID:--=-00:::.:0:.:0:.::0-=-0=-00=--------------- LOC #: -------- ADDITIONAL REMARKS SCHEDULE Page 2 of 2 ---- NAMBl INSLRB) LeSar Development Consultants I NAICCODE EFFECTIVE DATE: THIS ADDITIONAL REMARKS FORM IS A SCHEDULE TO ACORD FORM, FORM NUMBER: 25 FORM TITLE: Certificate of Llablllty Insurance (continued from Description of Operations) subrogation are waived as respects all additional ins1.nds hereunder. ACORD 101 (2008/01) © 2008 ACORD CORPORATION. All rights reserved. The ACORD name and logo are registered marks of ACORD Printed by RAH on July 26, 2019 at 02:44PM THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. BUSINESSOWNERS LIABILITY SPECIAL BROADENING ENDORSEMENT This endorsement modifies insurance provided under the following: BUSINESSOVIINERS COVERAGE FORM SUIIIIMRY OF COVERAGES Limits Page 1. Additional Insured by Contract, Agreement or Permit Included 1 2. Additional Insured -Broad Form Vendors Included 2 3. Alienated Premises Included 3 4. Broad Form Property Damage -Borrowed Equipment, Customers Included 3 Goods and Use of Elevators 5. Incidental Malpractice (Employed Nurses, EMT's and Paramedics) Included 3 6. Personal and Advertising Injury -Broad Form Included 4 7. Product Recall Expense Included 4 Product Recall Expense Each Occurrence Limit $25,000 5 Occurrence Product Recall Expense Aggregate Limit $50,000 5 Aggregate Product Recall Deductible $500 5 8. Unintentional Failure to Disclose Hazards Included 6 9. Unintentional Failure to Notify Included 6 This endorsement amends coverages provided under the Businessowners Coverage Form through new coverages and broader coverage grants. This coverage is subject to the provisions applicable to the Businessowners Coverage Form, except as provided below. The following changes are made to SECTION II - LIABILITY: 1. Additional Insured by Contract, Agreement or Permit The following is added to SECTION II - LIABILITY, C. Who Is An Insured: Additional Insured by Contract, Agreement or Permit a. Any person or organization with whom you agreed in a written contract, written agreement or permit to add such person or organization as an additional insured on your policy is an additional insured 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 on your behalf, but only with respect to: (1) "Your work'' for the additional insured(s) designated in the contract, agreement or permit; (2) Premises you own, rent, lease or occupy; or (3) Your maintenance, operation or use of equipment leased to you. b. The insurance afforded to such additional insured described above: (1) Only applies to the extent permitted by law; and (2) Will not be broader than the insurance which you are required by the contract, agreement or permit to provide for such additional insured. (3) Applies on a primary basis if that is required by the written contract, written agreement or permit. (4) Will not be broader than coverage provided to any other insured. (5) Does not apply if the "bodily injury", "property damage" or "personal and advertising injury'' is otherwise excluded from coverage under this Coverage Part, including any endorsements thereto. 391-1006 08 16 Includes copyrighted materials of Insurance Services Offices, Inc., with its permission. Page 1 of 6 c. This provision does not apply: (1) Unless the written contract or written agreement was executed or permit was issued prior to the "bodily injury", "property damage", or "personal injury and advertising injury". (2) To any person or organization included as an insured by another endorsement issued by us and made part of this Coverage Part (3) To any lessor of equipment: (a) After the equipment lease expires; or (b) If the "bodily injury", "property damage", "personal and advertising injury" arises out of sole negligence of the lessor. (4) To any: (a) Owners or other interests from whom land has been leased if the "occurrence" takes place or the offense is committed after the lease for the land expires; or (b) Managers or lessors of premises if: (i) The "occurrence" takes place or the offense is committed after you cease to be a tenant in that premises; or (ii) The "bodily injury", "proP.erty damage", "personal injury' or "advertising injury" arises out of structural alterations, new construction or demolition operations performed by or on behalf of the manager or lessor. (5) To "bodily injury", "property damage" or "persona[ and advertising injury" arising out of the rendering of or the failure to render any professional services. This exclusion applies even if the claims against any insured allege negligence or other wrongdoing in the supervision, hiring, employment, training or monitoring of others by that insured, if the "occurrence" which caused the "bodily injury" or "property damage" or the offense which caused the "personal and advertising injury" involved the rendering of or failure to render any professional services by or for you. d. With respect to the insurance afforded to these additional insureds, the following is added to SECTION II -LIABILITY, D. Liability and Medical Expense Limits of Insurance: ~\\ Hanover ~ Insurance Group. 0B3 D980118 1001542 The most we will pay on behalf of the additional insured for a covered claim is the lesser of the amount of insurance: 1. Required by the contract, agreement or permit described in Paragraph a.; or 2. Available under the applicable Limits of Insurance shown in the Declarations. This endorsement shall not increase the applicable Limits of Insurance shown in the Declarations e. All other insuring agreements, exclusions, and conditions of the policy apply. 2. Additional Insured -Broad Form Vendors The following is added to SECTION II - LIABILITY, C. Who Is An Insured: Additional Insured -Broad Form Vendors a. Any person or organization that is a vendor with whom you agreed in a written contract or written agreement to include as an additional insured under this Coverage Part is an insured, but only with respect to liability for "bodily injury" or "property damage" arising out of "your products" which are distributed or sold in the regular course of the vendor's business. b. The insurance afforded to such vendor described above: (1) Only applies to the extent permitted by law; (2) Will not be broader than the insurance which you are required by the contract or agreement to provide for such vendor; (3) Will not be broader than coverage provided to any other insured; and (4) Does not apply if the "bodily injury", "property dama~e" or "personal and advertising injury' is otherwise excluded from coverage under this Coverage Part, including any endorsements thereto c. With respect to insurance afforded to such vendors, the following additional exclusions apply: The insurance afforded to the vendor does not apply to: (1) "Bodily injury" or "property damage" for which the vendor is obligated to pay damages by reasons of the assumption of liability in a contract or agreement. This exclusion does not apply to liability for damages that the insured would have in the absence of the contract or agreement; (2) Any express warranty unauthorized by you; 391-1006 08 16 Includes copyrighted materials of Insurance Services Offices, Inc., with Its permission. Page 2 of 6 (3) Any physical or chemical change in the product made intentionally by the vendor; (4) Repackaging, unless unpacked solely for the purpose of inspection, demonstration, testing, or the substitution of parts under instruction from the manufacturer, and then repackaged in the original container; The most we will pay on behalf of the vendor for a covered claim is the lesser of the amount of insurance: 1. Required by the contract or agreement described in Paragraph a.; or 2. Available under the applicable Limits of Insurance shown in the Declarations; This endorsement shall not increase the applicable Limits of Insurance shown in the Declarations. (5) Any failure to make such inspection, adjustments, tests or servicing as the vendor has agreed to make or normally undertakes to make in the usual course 3. Alienated Premises of business in connection with the sale of the product; (6) Demonstration, installation, servicing or repair operations, except such operations performed at the vendor's premises in connection with the sale of the product; (7) Products which, after distribution or sale by you, have been labeled or relabeled or used as a container, part or 4. ingredient of any other thing or substance by or for the vendor; (8) "Bodily injury" or "property damage" arising out of the sole negligence of fhe 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: (a) The exceptions contained within the exclusion in subparagraphs (4) or (6) above; or (b) 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. (9) "Bodily injury" or "property damage" arising out of an "occurrence" that took place before you have signed the contract or agreement with the vendor. (10)To any person or organization included as an insured by another endorsement issued by us and made part of this Coverage Part. (11)Any insured person or organization, from whom you have acquired such products, or any ingredient, part or container, entering into, accompanying 6. or containing such products. d. With respect to the insurance afforded to these vendors, the following is added to SECTION II -LIABILITY, D. Liability and Medical Expense Limits of Insurance: SECTION II -LIABILITY, B. Exclusions, 1. Applicable To Business Liability Coverage k. Damage to Property, paragraph (2) is replaced by the following: (2) Premises you sell, give away or abandon, if the "property damage" arises out of any part of those premises and occurred from hazards that were known by you, or should have reasonably been known by you, at the time the property was transferred or abandoned. Broad Form Property Damage -Borrowed Equipment, Customers Goods, Use of Elevators a. The following is added to SECTION II - LIABILITY, B. Exclusions, 1. Applicable To Business Liability Coverage, k. Damage to Property: Paragraph (4) does not apply to "property damage" to borrowed equipment while at a jobsite and not being used to perform operations. Paragraph J3), (4) and (6) do not apply to "property amage" to "customers goods" while on your premises nor to the use of elevators. b. For the purposes of th is endorsement, the following definition is added to SECTION II - LIABILITY, F. Liability and Medical Expenses Definitions: 1. "Customers goods" means property of your customer on your premises for the purpose of being: a. Worked on; or b. Used in your manufacturing process. c. The insurance afforded under this provision is excess over any other valid and collectible property insurance (including deductible) available to the insured whether primary, excess, contingent or on any other basis. Incidental Malpractice -Employed Nurses, EMrs and Paramedics SECTION II -LIABILITY, C. Who Is An Insured, paragraph 2.a.(1)(d) does not apply to a nurse, 391-1006 0816 Includes copyrighted materials of Insurance Services Offices, Inc., with its permission. Page 3 of 6 emergency medical technician or paramedic employed by you if you are not engaged in the business or occupation of providing medical, paramedical, surgical, dental, x-ray or nursing services. 6. Personal Injury -Broad Form a. SECTION II -LIABILITY, B. Exclusions, 2. Additional Exclusions Applicable only to "Personal and Advertising Injury'', paragraph e. is deleted. b. SECTION II -LIABILITY, F. Liability and Medical Expenses Definitions, 14. "Personal and advertising injury", paragraph b. is replaced by the following: b. Malicious prosecution or abuse of process. c. The following is added to SECTION II - LIABILITY, F. Liability and Medical Expenses Definitions, Definition 14. "Personal and advertising injury": "Discrimination" (unless insurance thereof is prohibited by law) that results in injury to the feelings or reputation of a natural person, but only if such "discrimination" is: (1) Not done intentionally by or at the direction of: (a) The insured; (b) Any officer of the corporation, director, stockholder, partner or member of the insured; and (2) Not directly or indirectly related to an "employee", not to the employment, prospective employment or termination of any person or persons by an insured. d. For purposes of this endorsement, the following definition is added to SECTION II - LIABILITY, F. Liability and Medical Expenses Definitions: 1. "Discrimination" means the unlawful treatment of individuals based upon race, color, ethnic origin, gender, religion, age, or sexual preference. "Discrimination" does not include the unlawful treatment of individuals based upon developmental, physical, cognitive, mental, sensory or emotional impairment or any combination of these. e. This coverage does not apply if liability coverage for "personal and advertising injury" is excluded either by the provisions of the Coverage Form or any endorsement thereto. 7. Product Recall Expense a. SECTION II -LIABILITY, B. Exclusions, 1. Applicable To Business Llablltty Coverage, ~~Hanover ~ Insurance Group. 0B3 D980118 1001542 o. Recall of Products, Work or Impaired Property is replaced by the following: o. Recall of Products, Work or Impaired Property Damages claimed for any loss, cost or expense incurred by you or others for the loss of use, withdrawal, recall, inspection, repair, replacement, adjustment, removal or disposal of: (1) ''Your product"; (2) "Your work"; or (3) "Impaired property"; If such product, work or property is withdrawn or recalled from the market or from use by any person or organization because of a known or suspected defect, deficiency, inadequacy or dangerous condition in it, but this exclusion does not apply to "product recall expenses" that you incur for the "covered recall" of "your product". However, the exception to the exclusion does not apply to "product recall expenses" resulting from: (4) Failure of any products to accomplish their intended purpose; (5) Breach of warranties of fitness, quality, durability or performance; (6) Loss of customer approval, or any cost incurred to regain customer approval; (7) Redistribution or replacement of "your product" which has been recalled by like products or substitutes; (8) Caprice or whim of the insured; (9) A condition likely to cause loss of which any insured knew or had reason to know at the inception of this insurance; (10)Asbestos, including loss, damage or clean up resulting from asbestos or asbestos containing materials; or (11)Recall of "your products" that have no known or suspected defect solely because a known or suspected defect in another of "your products' has been found. b. The following is added to SECTION II - LIABILITY, C. Who Is An Insured, paragraph 3.b.: "Product recall expense" arising out of any withdrawal or recall that occurred before you acquired or formed the organization. 391-1006 08 16 Includes copyrighted materials of Insurance Services Offices, Inc., with its permission. Page 4 of 6 c. The following is added to SECTION II - LIABILITY, D. Liability and Medical Expenses Limits of Insurance: Product Recall Expense Limits of Insurance a. The Limits of Insurance shown in the SUMMARY OF COVERAGES of this endorsement and the rules stated below fix the most that we will pay under this Product Recall Expense Coverage regardless of the number of: (1) Insureds; (2) "Covered Recalls" initiated; or (3) Number of "your products" withdrawn. b. The Product Recall Expense Aggregate Limit is the most that we will reimburse you for the sum of all "product recall expenses" incurred for all "covered recalls" initiated during the policy period. c. The Product Recall Each Occurrence Limit is the most we will pay in connection with any one defect or deficiency. d. All "product recall expenses" in connection with substantially the same general harmful condition wi II be deemed to arise out of the same defect or deficiency and considered one "occurrence". e. Any amount reimbursed for "product recall expenses" in connection with any one "occurrence" will reduce the amount of the Product Recall Expense Aggregate Limit available for reimbursement of "product recall expenses" in connection with any other defect or deficiency. f. If the Product Recall Expense Aggregate Limit has been reduced by reimbursement of "product recall expenses" to an amount that is less than the Product Recall Expense Each Occurrence Limit, the remaining Aggregate Limit is the most that will be available for reimbursement of "product recall expenses" in connection with any other defect or deficiency. g. Product Recall Deductible We will only pay for the amount of "product recall expenses" which are in excess of the $500 Product Recall Deductible. The Product Recall Deductible applies separately to each "covered recall". The limits of insurance will not be reduced by the amount of this deductible. We may, or will if required by law, pay all or any part of any deductible amount, if applicable. Upon notice of our payment of a deductible amount, you shall promptly reimburse us for the part of the deductible amount we paid. The Product Recall Expense Limits of Insurance apply separately to each consecutive annual period and to any remaining period of less than 12 months, starting with the beginning of the policy period shown in the Declarations, unless the policy period is extended after issuance for an additional period of less than 12 months. In that case, the additional period will be deemed part of the last preceding period for the purposes of determining the Limits of Insurance. d. The following is added to SECTION II - LIABILITY, E. Liability and Medical Expense General Conditions, 2'. Duties in the Event of Occurrence, Offense, Claim or Suit: You must see to it that the following are done in the event of an actual or anticipated "covered recall" that may result in "product recall expense": (1) Give us prompt notice of any discovery or notification that "your product" must be withdrawn or recalled. Include a description of "your product" and the reason for the withdrawal or recall; (2) Cease any further release, shipment, consignment or any other method of distribution of like or similar products until it has been determined that all such products are free from defects that could be a cause of loss under this insurance. e. For the purposs of this endorsement, the following definitions are added to SECTION II -LIABILITY, F. Liability and Medical Expenses Definitions: 1. "Covered recall" means a recall made necessary because you or a government body has determined that a known or suspected defect, deficiency, inadequacy, or dangerous condition in "your product" has resulted or wi II result in "bodily injury" or "property damage". 2. "Product recall expense(s)" means: a. Necessary and reasonable expenses for: (1) Communications, including radio or television announcements or printed advertisements including stationary, envelopes and postage; 391-1006 0816 Includes copyrighted materials of Insurance Services Offices, Inc., with its permission. Page 5 of 6 f. (2) Shipping the recalled products from any purchaser, distributor or user to the place or places designated by you; (3) Remuneration paid to your regular "employees" for necessary overtime; (4) Hiring additional persons, other than your regular "employees"; (5) Expenses incurred by "employees" 8· including transportation and accommodations; (6) Expenses to rent additional warehouse or storage space; (7) Disposal of "your product", but only to the extent that specific methods of destruction other than those employed for trash discarding or disposal are 9. required to avoid "bodily injury" or "property damage" as a result of such disposal, you incur exclusively for the purpose of recalling "your product"; and b. Your lost profit resulting from such "covered recall". This Product Recall Expense Coverage does not apply: ~~Hanover ~ Insurance Group. 083 D980118 1001542 (1) If the "products -completed operations hazard" is excluded from coverage under this Coverage Part including any endorsement thereto; or (2) To "product recall expense" arising out of any of "your products" that are otherwise excluded from coverage under this Coverage Part including endorsements thereto. Unintentional Failure to Disclose Hazards The following is added to SECTION II - LIABILITY, E. Liability and Medical Expenses General Conditions: Representations We will not disclaim coverage under this Coverage Part if you fail to disclose all hazards existing as of the inception date of the policy provided such failure is not intentional. Unintentional Failure to Notify The following is added to SECTION II - LIABILITY, E. Liability and Medical Expenses General Conditions, 2. Duties in the Event of Occurrence, Offense, Claim or Suit: Your rights afforded under this Coverage Part shall not be prejudiced if you fail to give us notice of an "occurrence", offense, claim or "suit", sole!¥ due to Y.our reasonable and documented belie that the 'bodily injury", "property damage" or "personal and advertising injury" is not covered under this Policy. ALL OTHER TERMS, CONDITIONS, AND EXCLUSla-JS REMAIN UNCHANGED. 391-1006 08 16 Includes copyrighted materials of Insurance Services Offices, Inc., with its permission. Page 6 of 6