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Citygate Associates LLC; 2022-12-23;
AGREEMENT FOR FIRE STATION MASTER PLAN SERVICES CITYGATE ASSOCIATES, LLC THIS AGREEMENT is made and entered into as of the 21, y-J.. day of DfiCJAM~ , 20~by and between the CITY OF CARLSBAD, a municipal corporation, ("City"), and Citygate Associates, a limited liability corporation, ("Contractor"). RECITALS A. City requires the professional services of a consultant that is experienced in fire station master plans. B. Contractor has the necessary experience in providing professional services and advice related to fire station needs assessment and apparatus deployment strategies. 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 two years from the date first above written. The City Manager may amend the Agreement to extend it for 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 forty thousand dollars ($40,000.00). No other compensation for the Services will be allowed except for items covered by subsequent amendments to this Agreement. If the City elects to extend the Agreement, the amount shall not exceed forty thousand dollars ($40,000.00) per Agreement year. 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 8/2/2022 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 8/2/2022 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 8/2/2022 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 Eric Evonsion Title Battalion Chief Department Fire City of Carlsbad Address 2560 Orion Way Carlsbad.CA 92010 Phone No. 442-339-2141 For Contractor Name David DeRoos Title President Address 600 Coolidge Drive, Suite 150 Folsom, CA 95630 Phone No. 916-458-5100 Ext. 101 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 8/2/2022 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~ NoO 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. City may terminate this Agreement by tendering thirty (30) days written notice to Contractor. Contractor may terminate this Agreement by tendering thirty (30) days written notice to City. In City Attorney Approved Version 8/2/2022 5 the event of termination of this Agreement by either party 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 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 8/2/2022 6 DocuSign Envelope ID: 0486D3FC-A 15D-4DCA-B986-880355918B02 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 (sign here) Kelly Harris, Treasurer (print name/title) (sign here) David DeRoos, President (print name/title) CITY OF CARLSBAD, a municipal corporation of the State of California ATTEST: rFAVIOLA MEDINA City Clerk Services Manager 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: CINDIE K. McMAHON, City Attorney City Attorney Approved Version 8/2/2022 7 EXHIBIT "A" SCOPE OF SERVICES Citygate Associates, LLC will conduct a Fire Station Master Plan for the Carlsbad Fire Department. The attached proposal dated September 28, 2022 shall control project scope and pricing. City Attorney Approved Version 8/2/2022 8 • • ••• I I • • --CITYGflTE flSS<?ClflTfS, llC FIRE & EIHRGHICY SERVICES 600 Coolidge Drive, Suite 150 ■ Folsom. CA 95630 • PH 916-458-5100 September 28, 2022 Eric Evonsion Battalion Chief/ Facilities City of Carlsbad Fire Department eric.evonsion@carlsbadca.gov RE: PROPOSAL FOR A FIRE STATION FACILITIES MASTER PLAN Dear Chief Evonsion: FAX 916-983-2090 Citygate Associates, LLC (Citygate) is pleased to present this proposal building upon our previous 2020 Community Risk Assessment / Standards of Coverage (SOC) Analysis for the City of Carlsbad (City) Fire Department (Department). We understand the goals of this engagement include reviewing the older fire stations and preparing a functional Master Plan for their long-term use, modification, or replacement. The following objectives will be included in the Master Plan: ♦ Determine station frontline apparatus needs (to include information from the fleet Battalion Chief's Fire and Lifeguard master plans) ♦ Determine reserve apparatus needs (to include information from the fleet Battalion Chief's Fire and Lifeguard master plans) ♦ Evaluate electric vehicle placement and infrastructure needs ♦ Identify current and future stations by frontline deployment type (fast response, central, satellite, etc.) based on the Department's 2020 SOC Analysis ♦ Identify future macro locations for fire stations 8 and 9, to include what type of station(s) to be built and how to acquire the necessary land ♦ Determine/provide options for a financial mechanism for how to fund the fire station(s) (bond measures, developer impact fees, ballot initiatives etc.) ♦ Develop priorities in the Master Plan to incorporate both remodel timelines and trigger points for new stations based on determined future needs ♦ Present the analysis, findings, and recommendations in a report and exhibit format suitable for public policy discussion. Eric Evonsion September 28, 2022 Pagel PROJECT APPROACH AND PROPOSED WORK PLAN Citygate's approach to this project will be consistent with our Project Team members' experience in fire station deployment, functional needs, and systems planning. Our review will incorporate analysis guidelines and best practices from the National Fire Protection Association (NFPA), county and state regulations, and other recognized industry best practices and recommendations. Our proposed project Work Plan incorporates three tasks over a five-month project timeline as follows. Task 1: Initiate and Manage the Project, Data/Information Collection, and Stakeholder Listening 1.1 Obtain and Review Background Data and Information ♦ At the start of the project, we will develop and submit a list of requested data and information, including current growth forecasts; any appropriate prior studies; City/Department documentation, including (as available) fleet inventory, facility information, current personnel and equipment; and other relevant program information. Once we receive the requested documentation, we wil l review it prior to conducting on-site assessments in the second task. 1.2 Meet with Department Representatives to Initiate Project ♦ In collaboration with Department leadership, Citygate will review and finalize a detailed project Work Plan, schedule, deliverables, roles and responsibilities, and project benchmarks. These tools will assist both consultants and the Department in moni toring the progress of the study. ♦ A key to a successful consulting engagement is a mutual understanding of the project's scope and objectives. In our experience, this early effort to clearly define expectations, roles, and lines of communication results in a better focus on substantive issues as the engagement progresses. 1.3 Ongoing Project Management ♦ Throughout the entire project, we will monitor engagement progress and completion of tasks, including providing monthly status reports and verbal communications, as needed. """ ---------------------------------------~mnlt.%\~!nJ~ .. ~~ Eric Evonsion September 28, 2022 Page3 Task Duration The project management portions of this task, including providing monthly status reports, will span the entire duration of the project. Meetings and Deliverables ♦ A final project Work Plan, schedule, and background data/information request. ♦ A virtual start-up meeting with the Department's project team. ♦ Monthly reports detai ling the project status as well as any project cost or schedule concerns. Task 2: Fire Station Assessments 2.1 Conduct Station Assessments ♦ Conduct an on-site assessment of all fire stations and companion sites. ♦ Compare and contrast each facility with key regulatory and personnel needs utilizing a worksheet/checklist per facility. ♦ Compare and contrast each facility's ability to meet the longer term needs of the Department's deployment of differing apparatus and staffing. ♦ Conduct fo llow-up research with Department and City staff via videoconference, as needed. Task Duration This task will commence upon completion of Task 1.2 and wi ll take approximately two months to complete. Meetings and Deliverables ♦ There will be one on-site trip in this task to assess fire stations and companion sites. ♦ The analysis, findings, and recommendations from this task will be incorporated into the Mid-Project Review in Task 3. ♦ The facility worksheets/checklists will be included in the Draft Report in Task 4 . .. n·· -- ------------------------------------•~ 1 ~."ltl\\l,'."i!~~;.½~ Eric Evonsion September 28, 2022 Page 4 Task 3: Mid-Project Review 3.1 Prepare and Conduct a Mid-Project Review ♦ Upon completion of Task 2, Citygate will conduct a videoconference briefing of our research and will draft findings and recommendations for Department leadership. ♦ Pursuant to input received from the Department, Citygate will incorporate any data- driven changes and refinements into the Draft Report, as needed. Task Duration This task will commence upon completion of Task 2 and will take approximately one month to complete. Meetings and Deliverables ♦ One videoconference meeting to conduct the Mid-Project Review. ♦ Mid-Project Review document in PowerPoint and other common file formats such as Excel. Task 4: Draft and Final Report 4.1 Prepare Comprehensive Draft Report The Citygate Project Team will prepare and submit a comprehensive Draft Report to include exhibits, as appropriate. Upon completion, an electronic version in Microsoft Word will be transmitted to the Department's project representative for comments using the "track changes" and "insert comment" tools of Microsoft Word. 4.2 Draft Report Review We will conduct a videoconference review of the Draft Report, answer any questions, and agree on the elements for the Final Report. 4.3 Prepare and Submit Final Report Based on results of the review process, our Project Team will make any agreed-upon edits and prepare and deliver Final Reports in PDF file to include exhibits. Citygate will also ··n .. ---------------------------------------~.1mn~,%~)ff/~J~ Eric Evonsion September 28, 2022 Page5 deliver a virtual presentation of the report in PowerPoint format to an audience of the City's choosing. Task Duration This task will commence upon completion of Task 3 and will take approximately one month to complete. Meetings and Deliverables ♦ A comprehensive Draft Report with exhibits. ♦ A videoconference review of the Draft Report with the Department's project team. ♦ A Final Report with exhibits provided digitally. ♦ A virtual presentation of the Final Report. STUDY COMPONENTS WITH WHICH THE CITY MUST ASSIST Both Citygate and the De partment understand that the City and Department have the best ability to provide the required data to assist Citygate with thi s study. Therefore, the City and Department will assist Citygate by: ♦ Providing data and documents describing the organization, facilities, and other information as requested by Citygate, as available ♦ Identifying a single point of contact for this project. P ROJECT TIMEL/NE Citygate is available to start this engagement in late October 2022, and we expect this study to take approximately five months to complete, as shown in the following proposed project schedule. With the exception of Citygate's on-site assessment of all fire stations and companion sites, all meetings and briefings will be virtual via video conference. ..,, .. ---------------------------------------$1!~.'!t.'ls.s~J~~;,~~ Eric Evonsion September 28, 2022 Page 6 Proposed Project Schedule 2 Fire Station Assessments 3 Mid-Project Review Briefing 4 Draft and Final Report ■ Issue Document Request Mid-Project Briefing Project Start-Up Meeting ■ Draft Report Review CITYGA TE PROJECT TEAM I ROLES ■ On-site Assessment Deliver Final Report The qualifications of the Project Team are critical, as it is the expertise and capabilities of the consultants involved in the project that ultimately determines the project's success. We have carefully assembled the following 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 fo llowing their biographical paragraph. Chief Stewart Gary, MPA, Public Safety Principal and Project Manager 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 the past 14 years, he has been 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- based 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 20 years, he has performed over 400 organizational and deployment studies on departments as varied as Minneapolis, Minnesota; San Diego, California; San Diego County; the Sacramento Metropolitan Fire District; and Los Angeles County. He directed every project described in this proposal. He has directed many facilities master plans throughout California and led Citygate's previous SOC studies for the City of Carlsbad. Chief Gary will manage this engagement, co-conduct the on-site assessments, and oversee all technical elements and deliverables. ""'" --------------------------------------9m"~ .. ~\?:~~-.~~ Eric Evonsion September 28, 2022 Page 7 Chief Michael Dyer, MPA, Senior Fire Services Specialist Chief Dyer began his public safety career over 37 years ago. He is a former Chief Deputy in the Los Angeles County Fire Department and retired as the Fire Chief of the Santa Barbara County Fire Department. He has also served throughout his career as an Ocean Lifeguard Specialist, firefighter, firefighter Paramedic, firefighter Specialist, Fire Captain, Battalion Chief, and Assistant Fire Chief. 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 has 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 and as a Paramedic, and he achieved the certification of Fire Chief from the California State Fire Marshal. Chief Dyer has served on several statewide committees: the California Joint Apprenticeship Management Board, as Chair of CAL FIRE Contract Counties, and as Chair of the FIRESCOPE Board of Directors. Chief Dyer will assist with on-site assessments and facilities analysis throughout the project. PROJECT COSTS Our charges are based on actual time spent by our consultants at their established billing rates, plus reimbursable expenses incurred in conjunction with travel, printing, clerical, and support services related to the engagement. We will undertake this study for a "not-to-exceed" total cost based on our Work Plan and scope of work as follows: Project Team Consulting Fees $35,720 Administration (7.5% of Hourly Fees) $2,679 Reimbursable Expenses $1 ,528 Total Citygate Project Amount $39,927 This cost proposal reflects our best effort to be responsive to the Department's needs for this project. If our proposed scope of work and costs are not in alignment with Department needs or expectations, we are open to discussing modifications. The price quoted is effective for 90 days and includes one Draft Report review cycle. Additional draft cycles or processing delays requested by the Department would be billed in addition to the contracted amount at our time and materials rates. """ -- -------------------------------------~. 1 mn1t~:l'.Jfl/~;,K~ Eric Evonsion September 28, 2022 Page8 Hourly Rates Classification Citygate President Public Safety Principal and Project Manager Fire and Emergency Services Specialist Report Project Administrator Administrative Support Billing Schedule Rate Consultant $260 per hour David DeRoos $260 per hour Stewart Gary $215 per hour Michael Dyer $140 per hour Various $100 per hour Various We will invoice monthly for time, reimbursable expenses incurred at actual costs, plus a seven- and-a-half percent (7.5%) administration charge in lieu of individual charges for copies, phone, etc. Our invoices are payable within thirty (30) days. 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 through ACH Transfer, if available. We request that ten percent (I 0%) 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. * * * As President of the firm, I am authorized to execute a binding contract on behalf of Citygate. For questions concerning this proposal, please contact Stewart Gary, Citygate's Public Safety Principal, at (916) 458-5100, extension 305 or via email at sgary@citygatea ssociates.com. Please also send emails to admin@citygateassociates.com to ensure a prompt response. 7f-:rc.M4- oavid C. DeRoos, MPA, CMC President cc: Stewart Gary Michael Dyer .. " .. --------------------------------------•~!!A1lt,~.~/~~ .. ~~ Jennifer Marinov From: Sent: To: Subject: Dear Kelly Harris, business.license@carlsbadca.gov Friday, November 18, 2022 12: 13 PM Kelly Harris APPLICATION FOR BUSINESS LI CENSE ID-25785 Thank you! Your new business license application has been received and is being reviewed. Your reference number is 25785. If any data was entered incorrectly, please email business.license@carlsbadca.gov and include your reference number. The current processing time is 3-4 weeks. An invoice for payment will be sent once your application has been processed and all necessary department approvals are received. Due to the high volume of applications received, we are unable to expedite the application. Thank you for your patience during this time. Sincerely, Business License Staff City of Carlsbad 1 ~ CITYG-1 ne> In-nr ACC>RD0 CERTIFICATE OF LIABILITY INSURANCE I DATE (MMIDD/YYYY) '-..------' 1111812022 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(les) 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 rights to the certificate holder In lieu of such endorsement(s). PRODUCER 916-961-6000 S'.'riitcr Cummins Insurance Agency Cummins Insurance Agency, Inc. License # OC42488 tA~g,i 0 , Ext): 916-961-6000 I rffc, No):916-961-3046 4401 Hazel Avenue, Suite 110 i~~~ss: aeDDIec@cum mInsInsu ranee.com Fair Oaks, CA 95628 INSURERISl AFFORDING COVERAGE Cummins Insurance Agency, Inc NAIC I INsuRERA: Sentinel Insurance Company Ltd 11000 INSURED INSURER 8 : Hartford Ins Co of the MidW 37478 Cl~~ate Associates, LLC INSURER c: Lloyds of London 085202 60 ooll,e Drive, Suite 150 Folsom, C 95630 INSURERD : INSURERE: INSURER F: COVERAGES CERTIFICATE NUMBER· REVISION NUMBER· THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE 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. I~~ TYPE OF INSURANCE 1f8 .. ~ I~ POLICY NUMBER POLICY EFF POLICY EXP LIMrTS IM IMM"''wvvv, A X COMMERCIAL GENERAL LIABILITY EACH OCCURRENCE $ 2,000,000 -:J CLAIMS.MADE [K] OCCUR B~b~~J?.,~~;.~~•ocal 1,000,000 X X 5 7SBAAZ1255 07/15/2022 07/15/2023 $ x Primary/Non-Co ntr MEO FXP IAnv one nersonl s 10,000 -2,000,000 PERSONAL & ADV INvURY $ -4,000,000 GEN'L AGGREGATE LIMIT APPLIES PER· GENERAL AGGREGATE $ Fl POLICY □ ~[& □ LOC PRODUCTS-COMP/OP AGG S 4,000,000 OTHER $ A AUTOMOBILE LIABILITY COMBINED SINGLE LIMIT $ 2,000,000 -tEa acc1r1ent\ ANY AUTO X X 57SBAAZ1255 07/15/2022 07/15/2023 BODILY INJURY I Per oersonl S -OWNED -SCHEDULED -AUTOS ONLY -AUTOS BODILY INJURY !Per accident) $ X ~Lflffils ONLY X ~Broii~~ Ffe?~~WJeit~AMAGE $ >-- $ A X UMBRELLA LIAS ~ OCCUR EACH OCCURRENCE $ 4,000,000 EXCESS LIAS CLAIMS-MADE X X 57SBAAZ1255 07/15/2022 07/15/2023 AGGREGATE $ 4,000,000 OED I X I RETENTION $ 10,000 $ B WORKERS COMPENSATION X I ~f~TIJTE I I fJH-Ai'O EMPLOYERS' LIABILITY YIN X 57WECEU6620 10/01/2022 10/01/2023 1,000,000 ANY PROPRIETORIPARTNERIE)<ECUTIVE □ EL EACH ACCIDENT $ i FICER/M~Mm'j EXCLUDED? NI A 1,000,000 andatory n ) EL DISEASE. EA EMPLOYEE $ ~~~ftffo~ ~n:~PERATIONS below EL DISEASE -POLICY LIMIT $ 1,000,000 C Professional Llab. PSK0239017776 02/14/2022 02/14/2023 E&O 2,000,000 Cyber 1,000,000 DESCRIPTION OF OPERATIONS I LOCATIONS I VEHCLES (ACORD 101, Additional Remarks Schedule, may be attached If more space Is required) Additional Insured: City of Carlsbad, its officers, agents and employees per attached City of Carlsbad 2560 Orion Way Carlsbad, CA 92008 ACORD 25 (2016/03) CITYCAR C SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH lliE POLICY PROVISIONS. AUTHORIZED REPRESENTATIVE © 1988-2015 ACORD CORPORATION. All rights reserved. The ACORD name and logo are registered marks of ACORD Policy Number: 67SSAAZ1 265 l THIS ENDORSEMENT CHANGES THE POLICY'. PLEASE READ IT CAREFULLY. NOTICE OF CANCELLATION TO CERTIFICATE HOLDER(S) This policy is subject to tre following additional Conditions: A. If this policy Is cane0ll0d by th& Company, oth!!tr than for nonwpayment of premium, notice of euch cancellation will be provided at least thirty (30) Clays in advance of the caicellaUon effecUve date to the certificate holder(s) with mailing addresses on fi le with the agent of reood or the Company. B. If th is policy is cancelled by the company for non~ payment of premium, or by the insured, notice of &uch ~11ooll~tlo11 wll be provided wlthl11 te11 (10) days t.Jf the oanoelatlt.Jn effecuve date to the certificate holder(s) with malling addresses M fi le with the agent of recad or the Company, Form ss 12 23 0611 If notioo Is mailad, pr0tif of mallin9 to lh!!t last known mailhg address of the certificate holder(o) on flle with the agent of record or the Company will be sufficient procf of notice. Any notification rights provided by this endorsement applr only to active certificate holder(s) who were issued a certificate of insurance applicable to this policy's term . Failyre to provide such notice to the certificate holder(s) will not amend or extend the date the cancellation bec~mee effective, r1or will It r1egate c~rwellatlor1 ct the polio,,-. 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 Harford THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. WAIVER OF OUR RIGHT TO RECOVER FROM OTHERS ENDORSEMENT ~CALIFORNIA Policy Number: 57 WEC EU66ZO end<rsement Number: Effective Date: 10/01/21 Etfeetive hour is the same as stated ~n the Information Pag e of the policy. N~l'l1M.I l11eur6d Md Addrist: CITYGA1'E: ASSOCIATES, LL C 600 COOLIDGE DR STE 150 FOLSOM CA 95630 We have the right to recover our payments from anyone liable for an iljury covered by this policy. We will not enforce our right against the person or crganlzation named In the Schedule. (This agreement applies only to the extent that you perform work under a written ~ontraot that requires you to obtain this iGreernent from us.) You rttust rttaintain payroll retcrds accurately segregating the rerttuMation of your erttployMs while engaged in the work described in the Schedule. The additional oremium for ths endorsement shall be 2 % of the California workers' comoensation oremium otherwise due on such remuneration. SCHEDULE Any person or organization fa whom you are required by written contract or agreement to obtain this waiver of rights from us Countersigned by ---------.,.......,,-,-,-,...,,,..---,--Authorized Representative F:orm WC 04 03 06 (1)~rinted in U.S.A. Pr'oceu Date: 08/22/21 Polley E)(plr'atlon Date: 10101122 Polley Number; 57SBAAZ1255 QUICK REFERENCE BUSINESS LIABILITY COVERAGE FORM READ YOUR POLICY CAREFULLY BUSINESS LIABILITY' COVEiRAGEi FORM A. COVERAGES Business Liability Medical Expenses Coverage Extension-Supplementary Payments B. EXCLUSIONS C. WHO IS AN INSURED D. LIABILITY AND MEDICAL EXPENSES Beginning on Page 1 1 2 2 3 10 LIMITS OF INSURANCE 14 E. LIABILITY AND MEDICAL EXPENSES GENERAL. CONDITIONS 15 2. Duties lt1 The Evertt Of Occurrence, Offet1se, Claim Or 9.Jit 3. Financial Responsibility Laws 4. Legal Action Against Us 5. Separation Of IMureds 6. Representation!! 7. Other Insurance 8. Transfer Of Rights Of Recovery Against Others To Us F. OPTIONAL ADDITIONAL INSURED COVERAGES AddltlOMI lt'ISUrMs G. LIABILITY AND MEDICAL EXPENSES DEFINITIONS Form 55 00 08 04 05 1$ 15 16 16 16 16 16 17 18 18 20 l BUSINESS LIABILITY COVERAGE FORM Various provisions in this policy restrict coverage. Read the entire policy carefully to determine rights, duties and what is and is not eovered. Throughout this polley the words 11you11 and "your' rM(;r to lh~ Na\'11,),d lnsur~d shown In th~ O~elaratloi,s. ihll words "we", "us" and "our" refer to the stock insurance company membe1 of fhe Hartford providing this insurance. The word "insured" means any person or organization qualifying a; such under Section C, -Who Is An Insured, Other words and phrases that appear in quotation marks have ~ecial meaning. Refer to Section G. -Liability And Medical Expenses Definir,ns. A, COVERAGES 1, BUSINESS LIABILITY COVERAGE (BO0IL Y INJURY, PROPERlY DAMAGE, PERSONAL AND ADVERTISING INJURY) Insuring Agree111ent a. We will pay those sums that the insured becomes IEll!ally obligated to pay as damages beC&use of ''bodily injury°', "pra~rty damage11 ar "p~rsonal Md advertising injury" to which this insurance applies. Wewill have the right and duty to defend the insured against any "suit" oookins thoo• dc.O'V"IQsoo. Wowovor, WO .....,jfl have no duty to defend the insured against any "suit" seeking damages for "bodily Injury", "prQi;itrty d~m~9~" qr "p(;}r$<,:m~I Md aovert1s1ng injury" to Whioh mis insuranoe dM!.I noti:lpply. We may, at our discretion, investigate any "occurrence"or offense and settle any claim or "suit" that may result. But: (1) The amount we will pay for damages Is limited as described in Section o. - Liability And Modleal Exponsos Limits Of lnsurmot; and (2) Cur right Md duty tel d~fMd Mds whM we have used up the applicable limit of insurance in the payment of judgments, settleme11S or medical expenses to which this insunnce applies. No other obligation or liability to pay sums or perform acts or services is covered unless explicitly p~ldt4d fOr under coverage l::xtension • Supplementary Payments. b. This Insurance applies: (1) To "bodily injury" and "property damage"only If: ~orm SS OCI t:18 04 OS (a) ·rhe ''bociily injury·• or ·•property damag~" IS taUMd by an "occurrence" that takes place in the "coverage territory"; (b) The "bodily injury" or "property damage" occurs during the policy period; and (c) Prior to the policy period, no insured llijl~ Ul'1dE!r l'a14$;ra~h 1. ()f $«it1()1'1 C. -Who Is Ari Insured and no "employee" authorized by you to give or receive notice of an "occurrence" or claim, knew that the "bodily injury" or "property aamage .. naa occurrea, In whole or In part. If such a listed insured or authorized "employee" knew, prior to the polioy period, th0t th~ "bodily ll'l]l.lt\'11 6r 11pr6p~rty damage" occurred, then any continuation, change or resumption of such "bodily injury" or "property damage" during or after the policy period wil l be deemed to have been known prior to the policy period. (2) To "personal and advertising injury" cawv.ed by an ofl'env.ff arising out of your business, but only if the offense was committed in the "coverage territory" during the policy period. c. "Bodily Injury" or "property damage" will be deemed to have been known to have occurred at the earliest time when any insured listed under Paragraph 1. of Section C, ... Who I~ An Insured or any "employee" aul.l'IOf12M i:-iy you ta glv~ or recelv~ notice of an "occurrence" or claim: (1) Reports all , or any part, of the "bodily injury" or "property damage" to us or any other insurer; Page 1 0124 © 2005, The Harford BUSINESS LIAatLITY CDVeRAGE FORM (~) R.eceives a writwn or verbal demand or daim for damages because of the "bodily Injury" or 'property damage"; or (3) Becomes aware by any other means that "bodily irjury" or "property damage" has occurred or has begun to occur. d, Oi/jl"l'li;l9e,$ b~Vl¾e of "bodily lnJvry" lnolvde damagH Oillimtd by any person or crganlzatlon for care, loss of services or death resultirg at any time from the "bodily injury". e. Incidental Medical Malpractice (1) "Bodily Injury" arising out of the rendering of or failure to render professiooel health oore servioos as a r>hY$1Cla~. d~t'ltit:lt, t'IWrs~, fm~rg(i!t'l~Y medical technician or paramedic shall be deemed to be caused by an "occurrerce", but only if: (a) The physician, dentist, nurse, emergency medical technician or paramedic is employed by you to provifo sueh services; and (b) Yau Ar~ not Mgaged In the busiress or occupation of providing such services. (2) For the purpose of determining the 11m1ls or msurance ror inc1aema1 mea1ca1 malpractx:e, any act or omission together with all related acts or omissions in the furnishing of these $~Nit~$ te mw (.'111~ P~l10t1 will b~ considered one "ooourrenoe". 2. Mt:OICAL t:XF)t:NSt:S Insuring Agree111ent a. We will pay medical expenses as described below for ''bodily injury" caused by an accident (1) On prernl;.t!l y¢u Qwl'l or rent: (1) On ways Mxt to pt~rniMs you own ot rent; or (3) Because of your operations; provided that: (1) The accident lakes place in the "coverage territory" and during the policy period i (1) The expenses are incurred and reported to us wi1hin three years of the date of the accident; and (3) The injured person submits to Page 2 of24 examlnaiion, at our expense, by physicians of our choice as often as we reasonal)y require. b. We will make these payments regardless of fault. 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) Ne~ss~ry medlo~I, $Vrglo~I, x-r~y ~nd dental services, ino1wcting prosthetic davltA!S; Md (3) Necessary professional services. ambulance, hospital, nursing and funeral S. COVERAGE EXTENSION - SUPPLEMENTARY PAYMENTS a, We will pay, with respec;t to any claim or "suit" we Investigate or settle, or any "suit" against an insured we defend: (1) All expenses we Incur. (2) Up to $1 ,000 for the cost of bail bonds required because of accidents or traffic law violations arising out of the use of any vehicle to which Business Liability Cov~rt;19~ for "bodily 111Jury'1 ~pp11~$. W~ do not have to furnl1h these bonds. (l) The cost of appeal bonds or bonds to release attachments, but only for bond amounts within the aoolicable limit of Insurance. We do not have to furnish these bonds, (4) All re~$Oni:ible ei<pen$e$ ln(;urred by the insurecJ at our reqU$!1t to assi!tlt us in the lnv~ttlg~tlM or dMMM of tM tl~lrt'\ or "suit", including actual loss of earnings up to $500 a day because of time off from work. (5) All costs taxed against the insured in the "suit". (6) ProJudgmont lntorost awardod against the iniur111d ot1 that part of !.ht Judgmt.lnt we pay. If we rt'\Ake an offer to pay the applicable limit of insurance, we will not pay any prejudgment interest based on that period of time after the offer. (7) All interest on the full amount of any judgment that accrues after entry of the judgment and tiefare we have pa id, off~r-ed to pay, or cteposlted In court the part of the judgment that is within the applicable limit of insurance. Any amounts paid under (1) through (7) above will not reduce the limits of insurance. Form SS 00 08 04 05 b. If we defend an insured against a 11suit11 and an lndemnltee of the Insured is also named as a party to the "suit", we will defend that indemnitee if all of the following con!itions are met: (1) The "slit" against the indemnitee seeks danages for which the insured M~ ~$;1\,!med the ll~blllty Qf the indemnitee in a contract or agreement that Is ar1"insured contract"; (2) This insuance applies to such liability assumed by the insured; (3) The obligation to defend, or the cost of the defense of, that lndemnltee, has also been assumed by the insured in the same11Insured contr~ct11; (4) The allegations in the "suit" and the information we know about the "occurrerce" are such that no conflict appears b exist between the interests of the Insured and the Interest of the indemnitee; ($) The lndemnltee Md lhe ln$Ured ~sk us to oorduot and oontro1 the defense of that lndemnltM against such 11sult11 and agree that we can assign the same counsel to defend the insured and the indemnitee: and (6) The indemnitee: (a) Agrees in writing to: (I) ~~p~:m~t~ with us ii'\ th\} investigation, settlement or defMse of the "suit"; (ii) Immediately send us copies of any demands, notices, summonses or legal papers received in connection with the "suit"; (Ill) Notify any olhar Insurer whose c»vera9e is available to tM lndemnltee; and (iv) Cooperate with us with respect to coordinating other applicable Insurance available to the indemnitee; and (b) Prov~e6 U$ with written auth<X'lt atlon to : (i) Obtain records and other information related to the "suit"; and (ii) Conduct and control the defense of the indernnitee in such "suit". Form 55 00 08 04 05 8USINESS LIABILITY COVERAGE FORM So long as the above conditions are met, attorneys' fees Incurred by us In the defense of that lndemnltee, necessary litigation expenses incurred by us and necessary litigation expenses incurred by the indemnitee at our request will be paid as Svpplementary Payment, NQtWllh$l~ndlns the prQVIPIQrl$ Qf Paragraph 1,b,(b) of Seouon 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 attomeys' fees ancJ net;essary litigation expenses as SupplM'1Mtary 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 Llabillty Coverage This insurance does not apply to: 2 . i::;><p.cu:,tod Or lntondod Injury (1) "Bodily injury" or "property damage" expected or intended from the stiilnopoint of ths insured, This exe1us1on does not apply to "bodily injury11 or 11property damage11 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 wilh the consent or acciuiescence of the insured with the expeQf.ation of Inflict.Ing 11peroonal and advertJsing 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 contreict or agreement. ihis 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 COVERAGE FORM (b) 11Bodiy injuryli or 11property damage11 assumed In a contract or agreement that is an "Insured contract", provided the "bodily injury" or "property damage" occurs subsequent to the execution of the contract or agreement. Solely for the P.Jrpose of liability assum$d in ~r'I 1'"sur~ c.or1trt:1C;t11, ret1s0Mbl~ attorreys' fees and necessary litigalon expenses incurred by or for a paty other than an insured are deerred to be damages because of "bodt{ injury'' or "property damage" provided: (I} l.bblllty to suoh P"'rlY for, or for ttie cost of, that party's defense has also been assumed In the same "insured contract", and (ii) Such attorneys' fees and liti gation expenses are for defense of that party against a civil or altemative dispute llsolutlon pro~ding in which aamag~n to Which this insurance applies are alleged. e. Liquor Liabilty "Bodily injury' or "property damage" for which any insured may be held liable by reason of: (1) Causing or contributing to the intoxi~tion of trny per~on; (~) ihe furnifhing of alcoholic beverages to a person under the legal drinking age or under theinfluence of alcohol; or (3) Any statute, ordinance or regulation relating to the sale, gift, distribution or use of alroholic beverages. This O)(oluslon ~ppllos only If you ~ro In tho business of rr1anufaatuling, distribuUng, Mlllrlg, S~Mg or fumlshlr!g alcohOIIC beverages. d. Workers' Compensation And Similar Laws Any obligation of the insured under a workers' compe nsation, disability benefits or unemplo)1Tlent compensation law or any similar ltJN. e. Employer's liability "Bodily injury"to: (1) An "empbyee" of the insured arising out of and in the course of; (a) Employment by the Insured; or Page 4 of 24 (b) 15erforrning 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. This exclusion applies: (1) Whether the insured may be liable as an ~mployer or 111 Al'IY othM capacity: and (2) To any obligation to share damages with or repay someone else who must pay damages because of the injury. This exclusion does not apply to liability assumed by the insured under an "insured contract". f. Pnllutl6n (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 frprn My prtrni~e!'?, ~ite or 1oeat1on wnloh is or was at any time owr1ed 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, f'ume:.i, veipor or :soot prOduced by or or1g1nat1ng 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 locaUon has been added to your policy as an additional insured with respect to your ongoing operauons performed for that additional insu~ at that premises, site or location and such premises, site or location is not and never was owned or occupied by, or rented or loaned to, any insured, other than that additjonal insured; or Form SS 00 08 04 05 (Ill) 11!lodily injury11 or 11property damage" arising out of heat, smoke or fumes from a "hostile fire"; (b) At or from any premises, site or location which is or was at any time used by or for any insured or othH fQr tht h~Mlll'l91 slor~9t, disposal, processing or treatment ofw~te; (c) Whidl are or were at any time transported, handled, stored, treated, disposed of, or processed as waste by or for: (i) MY insureo; or (il) kly peroon or organization for \\tiom you may be legally responsible; (d) At or from any premises, site or localbn on which any insured or any contractors or subcontractors workng directly or indirectly on ~11y l11&i.mx1's beh~lf ~re petfam1ng operations if the "pollut~nts" ~re brought on or to the f.rnmises, site or location in connection with such operations bv such insured. contractor or subcontractor. However, this subparagraph does not apply to: (I) "8odily injuiy" or "property Form SS 00 08 04 05 dllmage" arising out of the escape of fuels, lubricants or dher operating fluids which are reeded to perform the normal electrical , hydraulic or mechanical functions necessary for the operation of "mobile equipment" or its parts, if suoh fuels, lubrloants or other ~erntlng fluids est~pe from a vehicle part designed to hold, store or receive them. This exception does not apply if the ''bodily injury" or "property damage" arises out of the intentione1I discharge, dispersal a' release of the fuels, lubrloMts or other operatlt'lg fluids , or if such fuels, lubricants or other operating 11uids are brought on or to the p-emises, site or location with the intent that they be dscharged, dispersed or 8USINESS 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 r~l~ill~ of 9®~, f\Jrrm Qr vapors from mater1a1s brought into that building In conMction with operations being performed by you or on your behalf by a contractor or subcontractor, or (iii) "Bodily injury" or "property damage" arising out of heat, smoke or fumes fmm a 11hMtll~ fir~11; or (e) At or from any premises, site or location on which any insured or any contractors or subcontractors working directiy or indirectly on any insured's behalf are performing operations if the operations are to test for. monitor. dean uo. remove. c:.ontain, treat, detoxlfy or neutrali:ze, or in any way respond to, or assess the effects of, "pollutants". (2) Any loss, cost or expense arising out of any: (a) Request, demand, order or statutory or regulatory requirement that any irniurecl or others te:.¼t for, rnoni!,or, clean up, rel'Y\Ove, contain, treat, detoxify or neutralize, or in any way respond to, or assess the effects of, "pollutants"; or (b) Claim or suit by or on behalf of a govemmentel authority for damages because of testing for, monitoring , oleanlng up, removing, CMMlnlng, treating, detcixlfylng 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 hav~ In th~ abs~ne~ of sueh r~u0it, det'l'\Md, order or statutory or regulatory requirement, or such claim or "suit" by or on behalf of a governmental authority. Page 5 of 24 BUSINESS LIABILITY COVERAGE FORM g. Alrc:.ra:ft, Auto Or Watcrc:.rah "Bodily injury' or "property damage" arising out of the 0W1ership, maintenance, use or entrustment to others of any aircraft, "auto" or watercraft mned or operated by or rented or loaned to any insured. Use includes operation and"loading or unloading", ibis aXciusiCll applies even if the Clalrm aga111st My hsured allege MgllgMce 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" involved the ownership, maintenance, use or entrustment to others of any altttaft, ''auto·• or watercraft that 11\1 owned or opet"ated by or rented or loaned to any insured. This exclusion does not apply to: (1) A wateraaft while ashore on premises you own or rent; (2) A wetercreft you do not own that is: (a) Lesslhan 51 feet long; and (b) Not being used to carry persons for a charge: (3) Parking an "auto" on, or on the ways next to. oremises you own or rent. provided the "auto" is not owned by or rented orloaned to you or the insured; (4) Ll~blllty assumed under ~ny "Insured contract'' for tt10 owr10nst1ip1 trtt:1111tMa~M or UM of alrtraft or watercraft; (5) "Bodily injury" or "property damage" arising out of the operation of any of the equii:ment listed in Paragraph f.(2) or f.(3) of the definition of "mobile equipment"; or ($) An alrorait that Is not ooned by any insured aid is nired, chartered or 1oar1ed with a paid crew. However, this exception does not apply if the insured has any ether insurance for such "bodily Injury" or "property damage", whether the other insurance is primary, excess, conti ngert or on any other basis. h, Mobile Equipment "Bodily injury" or "property damage" arising out ot (1) The transportation of "mobile equipment" by an "auto" owned or operated by or rented or baned to any insured; or Page 6 of 24 (~) ihe use of 11mobile equipment11 in, or while In practice or preparation for, a prearranged racing, speed or demolition contest or in any stunting activity. I. War "8odlly lnjvry", "property <:l~miilge" or '1persona1 and advertising inJwry'', however caused, arlsl11g, 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, sov111r111i9n or oth111r authority using military pereonnel 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) Legal, accounting or advertising services; (2) Preparing, approving, or failing to prepare or approve maps, shop dravvinl;jll, opiniom:1, reports, is1.1r-rey1, fleld orders, change orders, designs or drawings and specincafons; (3) Supervisory, inspection, architectural or engineering activities; (4) Medical, surgical, dental, x-ray or nursing services treatment, advice or instruction; (el) Any health or lherapawtio service tr~atnwt'lt, advlM or 1r1strutt1M: (6) Any service, treatment, advice or instruction for the purpose of appearance or skin enhancement, hair removal or replacement or personal grooming; (7) Optir..al or Manng aid services inelwding the preseribing, preparation1 fitting, demonstration or distribution of ophthalmic lenses and similar products or hearing aid devices; Form SS oo 08 04 05 (G) Optometry or optometric services lnduding out not limited to examination of the eyes and the prescribing, preparatia,, fitting,demonstration or distributirn of ophthalmic lenses and similar prcducts; (9) Any: (a) Body pi&iroing tnot intJIWding ear plsrcir\g); (b) Tattooing, including but not limited to the insertion of pigments into or under the skin; and (c) Similar services; (1 O) Services in the practice of pharmacy: and (11) CompL1ter conf:\L1lting, design or programming services, including web site deslg,. Paragraphs (4) and (5) of this exclusion do not apply lo the Incidental Medical MalpracUce coverage afforded under Paragraph 1,e. in Section A. • Coverages. k, Damage to Property "Property damage" to; (1) Property you own, rent or occupy, including any costs or expenses 1ncurreo oy you, or any omer person, organization or entity, for repair, replacerrent, enhancement, restoraUa, or maintenanoe of suoh ~rl:l~~rty fur MY r~~$l:ln, lneludlr1g prevention of injury to a person or damage b another's property; (2) Premises you sell, give away or abandon,if the "property damage'' arises out of any part of those premises; (3) Property loaned to you; (4) Personalproperty in the care, custody or control of the Insured; (5) That partular part of real property on which Y')U or any contractors or subcontra:;tors working directly or Indirectly on your behatf are performing operaUons, if the "property damage" arises oulof those operations: or (6) That par!iculer part of any property that mutt M rMtorM, r~palrM or replaced because "your work" was incorrect~ performed on it. Form SS 00 08 04 05 8USINESS LIABILITY COVERAGE FORM Paragraph$ (1), (3) and (4) or this exduslon 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 S~c~ot'I 0. • Limit..'! Of lt'lewrMce. 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), (S) and (6) of this exclwsion do not apply to liability asswmed under a s idetrack agreement. Paragraphs (3) and ( 4) of this exclusion do not apply to "property damage" to borrowed equipment while not being used to perform operations at a job site. Pe-r~gre-ph (G) of this exoluslon does not app1y to ••property damage'' 1no1udad in the "products-compll!ltl!ld operatiot'ls hazard". I. Damage To Your Product "Property damage" to "your product" arising out of It or any pan of 11. m. Damage To Your Work "Pr9perty di:lmElge" t<.? "Y<.?Yr w<.?rk" ~rising out of it or any part of it anel inolueleel in me 11prOdL1i!Ul•Ml'l'\pl1.H~d OpM!ltil'lM M2.~rd11• This 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 Physically lnJured "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 patforrn a contract or agreement in accordance with Its terms. This 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 lJSe. Page 7 of24 BUSINESS LIABILITY COVERAGE FORM o. ~~call Ot Prod1.1ctt, Work Or lrnpair~d Property Damages claimed for any loss, cost or expense inclfred by you or others for the loss of use, withdrawal, recall, inspection, repair, replacement, adjustment, removal or disposal of, (1) ''Your proowor: (2) 11Your wO!k11; 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, defioienoy, in0dequaoy or dangerous 0011ditlot1 11'1 ll p. Per~ortal Ard Advertl~ihg lhjury "Personal and advertising injury": (1) Arising out of oral, written or electronic publicatia, of material, if done by or at the direction of the Insured with knowled~ of its falsity; (2) Arising Ollt of orml, written or electronic publlcati«n of material wMse first publicatia, took place before the beginning of the policy period; (:i) .ll..ricin9 out of"' crimin,:,I ,:,c t committod by or at the direction of the insured; (4) Arising out of any breach of contract, except ii implied contract to use anothers "advertising 1dea11 In your "advertisement"; (5) Arising wt of the failure of goods, products or services to conform with any statement of quality or performooce made In your "advertisement"; (G) Ari&ing O'-lt Qf th~ wrong de$cripti<;in Qf the price uf goods, products or se!Vloes; (7) Arising out of any violation of any intellectual property rights such as copyrigh\ patent, trademark, trade name, trade secret, service mark or other designation of origin or authen~city. Page 8 of 24 How~v~r, this 0xeluslon do0s not apply b lnfringtment1 In y(;)Wr "advertisement", of (a) Cop;,-ight; (b) Slogan, unless the slogan is also a trademark, trade name, service marker other designation of origin or authenticity; or (o) iitle or 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 $l\e$ for othen,; or (e) Ari lr1t~m~t ,~arch, acc~is, 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 D&fln itit)ns. For the ~,urposes of this e)(CJusion, 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) Arisi ng out of an electronic chat room or bulletin board the insured hosts, OWhS, or OVM which the Insured exercises control; (10) Arising out of the unauthorized use of another's name or product in your e-mail address, domain name or metatags, or any other similar tactics to mislead another's potential customers; ( 11) Aritil'iS t)Ut t)f th~ Yit)l(1tlt)l'i t)f ~ person's right or privacy created by ~ny s~ta or fodar~I ~et. However, this exclusion does not apply to liability for damages that the insured would have in the absence of such state or federal act: (1 2) Arising out of; (a) An Hadv&rtiH mlinl" for oihi ri 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 wrthin a frame or border on your web site. Content includes informauon, code, sounds, text, graphios or im~~t; or (d) Coh'lputer code, software or programming used to enable: (i) Your web site; or (ii) The presentation or functionality of an "advertisement" or other content on your web s~e; Form SS 00 08 04 05 (13) Arising o.Jt of a violation of any anti- trust law; (14) Arising out of the fluctuation in price or value of any stocks, bonds or other securities: or (15) Arising out of discrimination or hvmlll~U«i oommlU~ by or ~t th~ direction of any ''exeowuve offioer''i direct.or, st.ockholdsr, partner or member of the insured. q. Electronic Data Damages arising out of the loss of, loss of use of, dam.ge to, corruption of, inability to access, or inability to manipulate "&l&etronie dtM.a". r. employment,R.elated Practices "Bodily injury' or "personal and advertising Injury" to : (1) A person arising out of any: (a) Refusal to employ that person; (b) TermnaUon of that person's employment; or (c) l:mpbyment-related practloes, policies, acts or omissions, sueh as coercon, demotion, evaluation, reassignment, discipline, oeramauon, narassmem, num111a11on or dscriminaUon directed at that pers<11; or (2) Th~ spous'l!, enlld, par'llnt, brotn~r or sister 6f that person as a consequ~nce of "bodily injury" or "persona and advertising injury" to the person at whom any of the employmmt-related practices described In Paragraphs (a), (b), or (c) above is directed. fhis excluiiG!l 1'.lpplies: (1) Whether Iha 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, s, Asb~stos (1) "Bodily lhJury1', "propMy darMl0E}" or "person~ and advertising injury" arising out of the "asbestos hazard". (2) Any damages, judgments, settlements, loss, costs or expenses that: Form SS 00 08 04 05 8USINESS 1..IA81LITY 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) Arlt)t Q\Jl Qf !tiny ~qutil, derMnd1 order or statutory or regulatory requiremMt 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 (o) Arise out of any t~airn or suit for damages bMauM of t.esttng for, monitoring, cleaning up, removing, encapsulating, containing, treating, detoxifying or neutralizing or in any way respondi ng to or assessing the effects of an "asbestos hazard", t. Vlolatlon Of Statutes That Govern E· Malls, Fax, Phone Calls Or Other Mothod; Of SMdlrtS Matorlal Or Information "Bodily injury", "property damage", or "personal and advertising injury" arising directly or indirectly out of any action or omission that violates or is alleged to violate: (1) ihe ielephone Conaumer 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, t.hst ~rohlbH.t or lih'III$ t.htt! sending, transmitting, communicating or distribution of material or Information. Damage To Premises Rented To You - Exception For Damage By Fire, Lightning or Explosion Exclusions e. through h. and k, through o, do not apply lo damage by fire, lightning or t){ploslon to pr~mlMS rtnted to you or temporarily occupied by you with permission of the owner. A separate Limit of Insurance applies to this coverage as described in SecUon D. -Liability And Medical Expenses Limits Of Insurance. Page 9 of 24 BUSINESS LIABILITY COVERAGE FORM 2. Appllcable 'fo Medical Sxpenttes Coverage We will not pay expenses for "bodily injury": a. Any Insured To any insured, except "volunteer workers". b. Hired Person To a person hred to do work for or on behalf of ar1y lt'l$Ul'n\dor a wnar1t of ar1y ll'1$Ult\d, e, '"'Jury o"' Norrttally Oeeu~iBd PrBMISBS To a persai injured on that part of premises you own or rent that the person normally occupies, d. Workers' Compensation And Similar l..aws To ~ ~rl!Qn, wh,thetr or not ~n 11employee'1 rJ. any insured, if benefits for the "bodily i~ury'' ~re p~y~ble or must be provided unoor a workers' compensation or disability benefits law or a similar law. e. Athletics Activities To a person Injured while practicing, instructing or participating in any physical ax1M-els;s r;r gmMs , spr;rts r;r ~thlatle contests, f. Products-Coopleted Operations Hazard Included wlh the "products-completed g. Business Liability Exclusions ExclUded urn»r Business Liability Coverage. C. WHO IS AN INSURED 1, If you are designated in the Declarations aa: a. An individual, you and your spouse are insureds, bu! only with respect to the conduct of a business of which you are the sole owner. b. A partnership or joint venture, you are an irns1,,1red. Yo\X membera, your pe1rtnera, €Ind tMlr spousE!S are a1so 1r1sureds, but or11y with respect to theconduct of your business. c. A limited lici>ility company, you are an insured. YolJ members are also insureds, but only with respect to the conduct of your business. Your managers are Insureds, but only with re~ect to their duties as your managers. d, An organizaoon other than a partnership, J61Ht VeHture f:t llh'llted liability C6h'\paHy, yc:,u are an insured Your "executive officers" and directors are hsureds, but only with respect to their duties as your officers or directors. Your stockholders are also insureds, but only with respect to their liability as stockholders. Page 10 of 24 e. A trust, yow 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 Your "volunteer workers" only while performing duties related to the oonduot of your buslMn, or your "~mpioyG~s", otMr 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 t.1us1n0ss. 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 (It you are a limited iiabiiity company), or to a co-"employee" while In the course of his or her employment or performing duties rolotod tc;, tho oQnduot o-f your business, or to your other "volunteer workers" while performing duUes 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 (1 )(a) above; (c) For which there is any obligation t◊ sh~r(l d~m~g(lS with or ropl/ly someone else who rnust pay damagM McauM Of tM lt'ljury 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 profe$Asior1al health care servic.es, 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) Renttd to, in the care, cwstody or control of, or over which physical control Is being exercised for any purpose by you, any of your "empoyees", "volunteer workers", any partner or member (if you are a pa~nership or joint ventyre), or any ll'lember (if you are a limited lll\\bllHy compMy), b. Real Estate Ma11ager Any person (other than your "employee" or "volunteer worker"), or any organization while acting as your real estate manager. c. Temporary Custodians Of Your Property Ariy pertiot'I w org~t'llz:~tlot'I h~vlng proper temporary custody of your property if you die, but only: (1) With resi::ect to liability arising out of the maintenance or use of that property; and (2) Until your legal representative has been ap~inted. d. Le;~, R.1pr1,1r1t~tlv1 If You DIG Your IAgal r~prAsMtatlvA If you dlA, but only with respect to duties as such. ihat representative will have all your rights and duties under this insurance. e. Unnamed Slbsidiary Any subsidia-y and subsidiary thereof, of yours whioh ~ a legally Incorporated entity of wl'llel'I yo~ own s flnMel~I lnt~r~st of more than $0% of the voting stock on the effective date of this Coverage Part. The insurance afforded herein for any subsidiary not shown in the Declarations as a named Insured does not apply to injury or damage with respect to which an insuroo und~ this insurance Is also an lns1.1red 1.mdll/ another policy or would be M insured U'lder such policy but for Its termination or upon the exhaustion of its limits of insurance. 3. Newly Acquired Or Formed Organization Any organization you newly acquire or form, other than a partnership, joint venture or limited liability ccmpany, and over which you maintain fiMn~ial intetett of mote thtln BO% of the voting stock will qualify as a Named Insured if there is no other similar insurance available to that a-ganization. However: a. Coverage under this provision is afforded only until the 180th day after you acquire or form the crganization or the end of the policy perlod,whlchever Is earlier: and Form SS 00 08 04 05 BUSINESS LIABILITY COVEAAGE FORM b. Coverage wnder 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 orsar11:i:atlorL 4. Operator Of Mobile E(luipment With respect to "mobile equipment" registered in your name 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 orQanization responsible for the conduct er such person iu a1sc an insured, but only with respect tc liability arising out of the operation of the equipn1ent, 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 peraon driving the equipment; or b, 11Property 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 Non owned Watercraft With respect to watercraft you do not own that is less than S1 feet long Md Is not being 1,,1sed to carr·y persona for a onarge1 any pe~on ia an IMLJrM Whll~ op~r~tln(:J sW!h Wlllt~rerMt 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 parson or organization for t11is liability. However, no person or organi2ation 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 yQu Qr the emplQyer Qf any per$Qn whQ i& I'm Insured under this Pt'OVISIO!t 6, Additional Insureds When Required By Written Contract, Written Agreement Or Permit The person(s) or organizatlon(s) Identified In Paragraphs a. through f. below are additional insureds when you have agreed, in a written Page 11 of 24 8USINESS LIA81LITY COVERAGE FORM contract, written agreement or becawse of a permit issued by a state or political subdivision, that such person or organization be added as an additional insured on your policy, provided the injury or damage occurs subsequent to the execution of the contract or agreement, or the issyance of the permit. A Pf l'$Qrl or Qr!)~rll:t~llon I$ ~n ~d~itlOMI insured under this provision only for that period of time required by the co11tract, agreement or pennit. However, no such person or organization is an additional insured under this provision if such person or organization is included as an additional insured by an endorsement Issued by us anci macie 1.1 part of this Coverage Part, lnt1Udlt1Q all p~rsons or organ1:zatlMS addM as additional insureds under the specific additional insured coverage grants in Section F. -Optional Additional Insured Coverages. a. Vendors Any person(s) or organization(s) (referred to below as verdor), but only with respect to 11b1X!ily il'ljltlry' Qr "property ~!ll'rJl';ig~" aritiri9 out of "your IJ'Oduots'1 wn1on are distributed or sold I 11 the regular course of the vet1dor's business and only if this Coverage Part provides co\Jef'age for "bodily injury" or "property danage" induded within the "products-completed operations hazard". (1) The insU'ance afforded to the vendor i:$ subjed to the following i.,ch:litjonal exclUSiOl'l!I: Page 12 of 24 This insurance does not apply to: (a) "Badly injury" or "property dama;;ie" for which the vendor is obligated to pay damages by reason of the assumption of liability in a oontract or agreement. 'fhis 11:xclusicm dO$S Mt 1:1pply to liabilfy for damagis that ttii vend6r would Mve In the absence of the contract or agreement; (b) Any express warranty unaulhorized by you; (c) Any physical or chemical change in the product made intentionally by t.ht vendor: (d) Repa:J<aging, except when unpacked solely for the purpose of inspe:;tion, demonstration, testing, or Ire substitution of parts under lnstru:tions from the manufacturer, and then repackaged in the original container: (e) Any tailwre to make swch 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 dlstribYUon or sale of the pmduots; (f} Otmor1etr111tiot'I, lneti11lli;1tion, 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 salt by you, haYE! ~El" lt:1b!i!il11>d 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 employeeis or anyone else acting on its behalf. However, this exclusion does not apply to: (i) The exceptions contained in Oubpara9raph;:, (,;1) o r (1); or (ii) Such Inspections, adjustments, tests or servicing as the vendor has aareoo to makQ er normally undertakes lo 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 pmducts, or ~ny ingredient, p~rt or 4Xlnlainer, entering 111t.o, Mcornpanyi119 or C<'.lntaining sueh ptoducts. b. Lessors Of Equipment (1) Any person or organization from whom you lease equipment; but only with respect to their liabil ity for "bodily injury", "property damage" or "p~rsonal and adv~rtlsln9 Injury" caused1 iri whole or iri part1 by your maintenance, operation or use of equipment leased to you by such person or organization. Form SS 00 08 04 05 (~) With respect to the insurance afforded to these additional insureds, th is Insurance does not apply to any "occurrerce" which takes place after you cease to lease that equipment. c. Lessors Of Land Or Premises (1) Any pel'$on or org~nlti;ltlon from whom you 1e1u1e land or premisesj but only wlt.hrespect t.o liability arising out of the 0V1nership, maintenance or use of that part of the land or premises leased toyou. (2) With resJEct to the insurance afforded to these additional insureds, this insuran~ does not apply to; (a:1) Any 0occurrence0 which takes place after you cease to lease that land or be a tenant in that prerrises; or (b) Structural alterations, new consruction or demolition oparetions performed by or on l'Jeh~ of &uoh per&or1 or organization. d, Architects, Engineers Or Surveyors (1) Any archiect, engineer, or surveyor, but only with respect to liability for "bodily Injury", .. ~operty damage" or "personal and advatlslng Injury" caused, In whole or in part, by your acts or omissions or the acts O' omissions of those aoting on y~ur b~hlfi (ii) In Cd/\Mttion with y6ur pr~mlMs; or (b) In Ile performance of your ongdng operations performed by you or on your behalf. (2) With resiect to the insurance afforded to thes& additional lnsuradsj the following additional exclusion appli@a: fhis 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 services by or for you, Including: (a) The preparing, approving, or failure to prepare or approve, maps, shop drawings, opinions, reports, surveys, field orders, chal"llJe orders, designs or drawings and specifications; or (b} Supevisory, inspection, archiactural or engineering ~etMles. Form ss 00 08 04 05 BUSINESS LIA81LITY COVERAGE FORM c. Permit$ lu1.1cd Sy State Or P<>lltlGal Subdivisions (1) Any state or political subdivision, but only with respect to operations performed by you or on your behalf for which the state or political subdivision hes issued a permit. (2) With respect to the inswranot afforded to these addlt.lonal lnsurMs, th is insurance does not apply to: (a) "Bodily injury", "property damage" or "personal and advertising injury" arising out of operations perfonned for the state or municipality; or (b) 08odily injurt or 0property damage0 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 dar11aae11 or· "personal Md advertising injury" caused, in whole or In part, by your acts or omissions or the acts or omissions of those acting o n yo ... r boh c.lf; (a) In the performance of your ongoing operations; (b) IM ~()M~~titm with Yt)Ur ~rtmlsH 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 suen eoveraga to such additional insuredi and (ii) fhis Coverage Part provides coverage for "bodily injury" or "property damage" included within the "products- completed operations haz.ard". (2) With re&pect tQ the in&1.1rancu afforded to these Addltlo~al 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 AM Best Rating Services Sentinel Insurance Company, Ltd. I BestUnk 9 I AMB #: 002234 NAIC #: 11000 FEIN #: 061552103 Domiciliary Address One Hartford Plaza Hartford, Connecticut 06155-0001 United States Web: www.thehartford.com Phone: 860-547-5000 Assigned to insurance companies that have, in our opinion, a superior ability to meet their ongoing insurance obligations. AM Best Rating Unit: AMS#: 058707 -Hartford Financial Services Group_,J.ru;,. View additional nefil,BJports and RfOd.l.!C!S for this company. Based on AM Best's analysis, 058707 -Hartford Financial Services GrouR,.lnc, is the AMB Ultimate Parent and identifies the topmost entity of the corporate structure. View a list of oReia.ling insurance entities in this structure. Best's Credit Ratings Financial Strength View Definition Rating (Rating Category): Affiliation Code: Outlook (or Implication): Action: Effective Date: Initial Rating Date: A+ (Superior) p (Pooled) Stable Affirmed August 25, 2022 June 30, 1958 Long-Term Issuer Credit View Definition Rating (Rating Category): Outlook (or Implication): Action: Effective Date: Initial Rating Date: aa-(Superior) Stable Affirmed August 25, 2022 July 14. 2005 Financial Size Category View Definition Financial Size Category: XV ($2 Billion or greater) u Denotes Under Review Best's Rating Rating History AM Best has provided ratings & analysis on this company since 1958. Financial Strength Rating Best's Credit Rating Analyst Rating Office: A.M. Best Rating Services, Inc. Associate Director : Kathryn Steffanelli Senior Director: Michael J. Lagomarsino, CFA, FRM Note: See the Disclosure information Form or Press Release below for the office and analyst at the time of the rating event. Disclosure Information Disclosure Information Form View AM Best's Rating Disdosure Form Press Release AM Best Affirms Credit Ratings of The Hartford Financial Services Group. Inc and Subsidiaries August 25, 2022 View AM Best's Bfiling Review Form Long-Term Issuer Credit Rating 1/3 11 /30/22, 1 :24 PM Company Profile Reset Company Profile Search Company Complaints Company Performc & Comparison D, Enforcement Actio1 Consumer Complai Study Workers' Compensati1 Workers' Compens Complaint & ReqL for Action/Appe, Contact lnformat Company Detail Company Profile Search Lines of Insurance Search Other Insurance Entities Company Profile SENTINEL INSURANCE COMPANY, LTD . 1 Hartford Plz, Hartford, CT 06155-0001 Show All Name History Agent for Service Reference Information Lines of Business Financial Statements Name History Legal Name Name Status Effective Date SENTINEL INSURANCE COMPANY, LTD. Current Agent for Service https://interactive .web.insurance .ca.gov/apex _extprd/f?p=144:6:4 7175196508::NO:RP,6:P6_ COMPANY _ID,P6 _NAIC:107897, 11000 1/4 11/30/22, 1 :24 PM Additional Information View Financial Disclaime Full Name AMANDA GARCIA Attn Or C/0 C T Corporation System Reference Information Identification Company ID (EID) 1071 CA# 5161 0 J NAIC 110( NAIC Group 91 NAIC Group Name HAfl FIRE & CAS GRP Lines of Business Company Detail Full Address 330 N Brand Blvd Ste 700, Glendale, CA 91203 Classification Category lnsu Category Type Pro~ & Casl J Status Unli1 Non License Category Adrr https://interactive.web.insurance.ca .gov/apex_extprd/f?p=144:6:4 7175196508::NO:RP,6:P6_ COMPANY _ID,P6 _NAIC: 107897, 11000 Contact Phone 213-337- 4615 Location State Name Origin Country Form Effective From Date 06/21/2021 Con ForE Stoc 2/4