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HomeMy WebLinkAboutMeridian Rapid Defense Group Rentals LLC; 2023-04-17;City Attorney Approved Version 12/28/2022 1 AGREEMENT FOR CARLSBAD VILLAGE STREET FAIRE BARRIER RENTAL SERVICES MERIDIAN RAPID DEFENSE GROUP RENTALS, LLC THIS AGREEMENT is made and entered into as of the ______________ day of _________________________, 20___, by and between the City of Carlsbad, California, a municipal corporation, ("City"), and Meridian Rapid Defense Group Rentals, a Limited Liability Corporation, ("Contractor"). RECITALS A. City requires the professional services of a consultant that is experienced in barrier rental, delivery, placement, and removal. B. Contractor has the necessary experience in providing professional services and advice related to barrier rental, delivery, placement, and removal. C. Contractor has submitted a proposal to City and has affirmed its willingness and ability to perform such work. NOW, THEREFORE, in consideration of these recitals and the mutual covenants contained herein, City and Contractor agree as follows: 1. SCOPE OF WORK City retains Contractor to perform, and Contractor agrees to render, those services (the "Services") that are defined in attached Exhibit "A", which is incorporated by this reference in accordance with this Agreement’s terms and conditions. 2. STANDARD OF PERFORMANCE While performing the Services, Contractor will exercise the reasonable professional care and skill customarily exercised by reputable members of Contractor's profession practicing in the Metropolitan Southern California Area, and will use reasonable diligence and best judgment while exercising its professional skill and expertise. 3. TERM The term of this Agreement will be effective for a period of one year from the date first above written. The City Manager may amend the Agreement to extend it for two additional one year periods 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). 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) 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". DocuSign Envelope ID: 85C17BAC-B4AC-4DBD-9C16-C67DC4B7DA69 23 17th April City Attorney Approved Version 12/28/2022 2 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 DocuSign Envelope ID: 85C17BAC-B4AC-4DBD-9C16-C67DC4B7DA69 City Attorney Approved Version 12/28/2022 3 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 project/location 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. DocuSign Envelope ID: 85C17BAC-B4AC-4DBD-9C16-C67DC4B7DA69 City Attorney Approved Version 12/28/2022 4 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 For Contractor Name Alonso DeVelasco Name Ray Carbone Title Lieutenant Title CFO Department Police Address 177 E. Colorado Blvd., Suite 200 City of Carlsbad Pasadena, CA 91105 Address 2560 Orion Way Phone No. 443-415-8493 Carlsbad, CA 92010 Email rcarbone@meridian-barrier.com Phone No. 442-339-5578 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. 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. DocuSign Envelope ID: 85C17BAC-B4AC-4DBD-9C16-C67DC4B7DA69 City Attorney Approved Version 12/28/2022 5 Yes No 17. GENERAL COMPLIANCE WITH LAWS Contractor will keep fully informed of federal, state and local laws and ordinances and regulations which in any manner affect those employed by Contractor, or in any way affect the performance of the Services by Contractor. Contractor will at all times observe and comply with these laws, ordinances, and regulations and will be responsible for the compliance of Contractor's services with all applicable laws, ordinances and regulations. Contractor will be aware of the requirements of the Immigration Reform and Control Act of 1986 and will comply with those requirements, including, but not limited to, verifying the eligibility for employment of all agents, employees, subcontractors and consultants whose services are required by this Agreement. 18. DISCRIMINATION AND HARASSMENT PROHIBITED Contractor will comply with all applicable local, state and federal laws and regulations prohibiting discrimination and harassment. 19. DISPUTE RESOLUTION If a dispute should arise regarding the performance of the Services the following procedure will be used to resolve any questions of fact or interpretation not otherwise settled by agreement between the parties. Representatives of Contractor or City will reduce such questions, and their respective views, to writing. A copy of such documented dispute will be forwarded to both parties involved along with recommended methods of resolution, which would be of benefit to both parties. The representative receiving the letter will reply to the letter along with a recommended method of resolution within ten (10) business days. If the resolution thus obtained is unsatisfactory to the aggrieved party, a letter outlining the disputes will be forwarded to the City Manager. The City Manager will consider the facts and solutions recommended by each party and may then opt to direct a solution to the problem. In such cases, the action of the City Manager will be binding upon the parties involved, although nothing in this procedure will prohibit the parties from seeking remedies available to them at law. 20. TERMINATION In the event of the Contractor's failure to prosecute, deliver, or perform the Services, City may terminate this Agreement for nonperformance by notifying Contractor by certified mail of the termination. If City decides to abandon or indefinitely postpone the work or services contemplated by this Agreement, City may terminate this Agreement upon written notice to Contractor. Upon notification of termination, Contractor has five (5) business days to deliver any documents owned by City and all work in progress to City address contained in this Agreement. City will make a determination of fact based upon the work product delivered to City and of the percentage of work that Contractor has performed which is usable and of worth to City in having the Agreement completed. Based upon that finding City will determine the final payment of the Agreement. City may terminate this Agreement by tendering thirty (30) days written notice to Contractor. Contractor may terminate this Agreement by tendering 30 days written notice to City. In 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. x DocuSign Envelope ID: 85C17BAC-B4AC-4DBD-9C16-C67DC4B7DA69 □ D City Attorney Approved Version 12/28/2022 6 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. DocuSign Envelope ID: 85C17BAC-B4AC-4DBD-9C16-C67DC4B7DA69 City Attorney Approved Version 12/28/2022 7 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 CITY OF CARLSBAD, a municipal corporation of the State of California By: By: (sign here) Chief of Police (print name/title) ATTEST: By: (sign here) SHERRY FREISINGER City Clerk (print name/title) 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 Group B Chairman, Secretary, President, or Assistant Secretary, Vice-President 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 BY: _____________________________ Deputy / Assistant City Attorney DocuSign Envelope ID: 85C17BAC-B4AC-4DBD-9C16-C67DC4B7DA69 CFORay Carbone Eric Alms CEO Meridian Rental City Attorney Approved Version 12/28/2022 8 EXHIBIT “A” SCOPE OF SERVICES Carlsbad Village Street Faire Barrier Rental Barrier rental, delivery, placement, and removal Contractor will provide as-needed barrier rental, delivery, placement and removal for the twice annual Carlsbad Village Street Fair and other similar events. The City will contact Contractor prior to each event to book specific equipment and services. Costs will be based on the billing rates provided in Exhibit B. For each event, rental costs require written pre-approval by the City. Delivery & Installation 1. Contractor will deliver and place/deploy seventy-three (73) Meridian Rapid Defense Group barriers with cables in accordance with locations approved by city representative. 2. The installation will be completed by 7:30 a.m. 3. Final locations of barriers are subject to approval by city representative. 4. Any road or sidewalk closures on Carlsbad Boulevard required for installation will be subject to approval by city representative 48 hours prior to event. Removal 1. Contractor will remove barriers upon event termination at approximately 5:15 p.m. Contractor will confirm with city representative that barriers can be removed prior to removal of any barrier sections. 2. Contractor will remove barriers, cables and any other accessories for the barriers from each site. General 1. Pricing includes barrier rental, delivery, set-up, and barrier removal. DocuSign Envelope ID: 85C17BAC-B4AC-4DBD-9C16-C67DC4B7DA69 City Attorney Approved Version 12/28/2022 9 EXHIBIT “B” SCHEDULE OF BILLING RATES Items Price Range Archer 1200 Anti- Vehicle Barrier $225 per barrier Archer Beam Gate Package - one day rental $3,900/Day Delivery, Shipping, and Set Up $1,500 ***Any applicable sales tax will be applied to invoice DocuSign Envelope ID: 85C17BAC-B4AC-4DBD-9C16-C67DC4B7DA69 ANY PROPRIETOR/PARTNER/EXECUTIVEOFFICER/MEMBER EXCLUDED? INSR ADDL SUBRLTR INSD WVD PRODUCER CONTACTNAME:FAXPHONE(A/C, No):(A/C, No, Ext): E-MAILADDRESS: INSURER A : INSURED INSURER B : INSURER C : INSURER D : INSURER E : INSURER F : POLICY NUMBER POLICY EFF POLICY EXPTYPE OF INSURANCE LIMITS(MM/DD/YYYY) (MM/DD/YYYY) AUTOMOBILE LIABILITY UMBRELLA LIAB EXCESS LIAB WORKERS COMPENSATIONAND EMPLOYERS' LIABILITY DESCRIPTION OF OPERATIONS / LOCATIONS / VEHICLES (ACORD 101, Additional Remarks Schedule, may be attached if more space is required) AUTHORIZED REPRESENTATIVE EACH OCCURRENCE $ DAMAGE TO RENTEDCLAIMS-MADE OCCUR $PREMISES (Ea occurrence) MED EXP (Any one person) $ PERSONAL & ADV INJURY $ GEN'L AGGREGATE LIMIT APPLIES PER:GENERAL AGGREGATE $ PRO-POLICY LOC PRODUCTS - COMP/OP AGGJECT OTHER:$ COMBINED SINGLE LIMIT $(Ea accident) ANY AUTO BODILY INJURY (Per person) $OWNED SCHEDULED BODILY INJURY (Per accident) $AUTOS ONLY AUTOS HIRED NON-OWNED PROPERTY DAMAGE $AUTOS ONLY AUTOS ONLY (Per accident) $ OCCUR EACH OCCURRENCE CLAIMS-MADE AGGREGATE $ DED RETENTION $ PER OTH-STATUTE ER E.L. EACH ACCIDENT E.L. DISEASE - EA EMPLOYEE $If yes, describe under E.L. DISEASE - POLICY LIMITDESCRIPTION OF OPERATIONS below INSURER(S) AFFORDING COVERAGE NAIC # COMMERCIAL GENERAL LIABILITY Y / N N / A(Mandatory in NH) SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED INACCORDANCE WITH THE POLICY PROVISIONS. 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. 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 POLICIESBELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZEDREPRESENTATIVE OR PRODUCER, AND THE CERTIFICATE HOLDER. IMPORTANT: If the certificate holder is an ADDITIONAL INSURED, the policy(ies) must have ADDITIONAL INSURED provisions or be endorsed. If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy, certain policies may require an endorsement. A statement onthis certificate does not confer rights to the certificate holder in lieu of such endorsement(s). COVERAGES CERTIFICATE NUMBER:REVISION NUMBER: CERTIFICATE HOLDER CANCELLATION © 1988-2015 ACORD CORPORATION. All rights reserved.ACORD 25 (2016/03) CERTIFICATE OF LIABILITY INSURANCE DATE (MM/DD/YYYY) $ $ $ $ $ The ACORD name and logo are registered marks of ACORD 3/21/2023 License # L100460 (323) 550-7900 (323) 256-0800 37532 Meridian Rapid Defense Group, LLC177 E. Colorado Blvd., Suite 200 Pasadena, CA 91105 12177 A 1,000,000 XXPL1744899-05 8/4/2022 8/4/2023 500,000 20,000 1,000,000 2,000,000 2,000,000 5,000,000A XS2664575-04 8/4/2022 8/4/2023 5,000,000 0 B CW WCP 10008984301 12/27/2022 12/27/2023 1,000,000 1,000,000 1,000,000 CITY OF CARLSBAD is included as an additional insured, including primary, non-contributory wording and waiver of subrogation as respects General Liability coverage; only as per attached endorsement(s).Event Name: Carlsbad Spring Faire. Event Date: 05/07/2023 ( 1day event) City of Carlsbad 2560 Orion Way Carlsbad, CA 92010 MERIRAP-01 DMOORE Knauf Maxwell Insurance Services2900 W. BroadwayLos Angeles, CA 90041 knaufreception@kmins.com Great American E & S Insurance Company CompWest Insurance Company X X X X X X DocuSign Envelope ID: 85C17BAC-B4AC-4DBD-9C16-C67DC4B7DA69 ACORD" I ~ I ~ D □ ~ ~ Fl □ □ ~ ~ - ~ - ~ ~ ~ H I I I I I □ <;Z,,U )~+ I PL1744899-05 DocuSign Envelope ID: 85C17BAC-B4AC-4DBD-9C16-C67DC4B7DA69 E&S Insurance Company ESG 3206 (Ed 01116) THIS ENDORSEMENT CHANGES THE POLICY . .PLEASE READ IT CAREFULLY; SPECIAL TY PLUS ENOORSEMENT This endorsement modifies insuranc_e provided under the following: COMMERCIAL GENERAL tlAtlltlTV COV~RAGE. PART This is .a swnrnary of the various additional coverage s and coverage modifications provided by this endorsement. For complete details on specific coverages: consu.lt the Policy vvording. Coverage Limit of Insurance Page Non-Owned Aircraft Included 2 NonaOwned Watercraft Included 2 Medical Payments Increased Limits $20,000 3 .. . .. . . V\lhci Is An Insured: Broadened Named Insured Inc luded 3 Whci Is An Insured: Fellow Employee Included 3 Who Is An Insured: Newly Formed or Acquired Organizations Included 4 Knowledge of Occurrence, Claim or Suit Included 4 U nintenfional Errors Or Ornissions Included 4 P-ersonal & Advertising Injury Amendment of biscrimina.tion or Included Humiliation 4 . . . --.. . ., . Incidental M1:1lpractice Liability Included 5 Additional Insured: Owners. Lessees, and contractors Included 5 Additional Insured: Vendors Included 6 Pr imary and Non-Contributory Extension Included 8 Damage.to Premises Rented to You (Fire, Ligt1tning, and $500 000 "Ex plosibh '') 8 Waiver of S1.1brogalion Included 9 Property Darnc~ge -Elevators Included 9 ESG 3i06 (Ed. Ql/16) (Page 1 of 10) DocuSign Envelope ID: 85C17BAC-B4AC-4DBD-9C16-C67DC4B7DA69 E&S Insurance Company coverage Limit of 1nsur~nce Page contractua I Liability for Railroad Exposurl;:!s Included 10 Supplementary Payments: Bail Bonds $2,500 10 supp! em entary Payments: Loss of Earnings $'500 10 Amended Bodily LnJury Def ihitibn lhclLided 10 .lJnder par21graph 2. Exclusions of SECTION I -COVERAGES -Coverage A -Bodily Injury a.nd Property Carnage Liability, exclusion g. Aircraft, Auto or Watercraft does not apply fo an aircraft provided 1. it is not owtie.d by any insured: 2. it is hired, ch.artered or loaned with a trained paid crew; 3. the pilot in command holds a currently effective certificate, issued by the duly constituted authority of the United $tc;1tes of America or Car-iada, c:Jesignc;1fing Hirn or her a. commercial or airline pilot; and 4. it is not being used to carry persons or property for a charge. However, the insurance afforded by this provision does not apply if there is available.to the Insured other valid and collectible insurance, whether p[imary, excess Cother than insurance written to apply specifically in excess of this Policy), contingent or on any other basis, that would aiso apply to the ibss covered under this prmiision. B. Non~Owned Watercraft Under paragraph 2, Exclusions of SECTION I -COVE.RAGES -Coverage A -Bodily Injury and Property Damage Liability, subparagraph (2) of exclusion g. Aircraft; Auto or Watercraft is replaced by the following: This exclusion does not apply to (2) A watercraft you do not own that is: .(a) less than 55 feet long; and (b) not being used to carry persons or property for a charge. However, the insurance afforded by this provision does not apply to watercraft 27 to 55 feet long if there is available to the Insured other valid and collectible insurance; Whetner primary, excess (other than insurance written to apply specifically in excess of this Policy), contingent or on any oth. er. ba .. sis;. that wo.uld also apply to the loss covered under this provision. · · · · . . . . ' . . . . ESG 3206 (Ed 01 /16) (Page 2 of 10) DocuSign Envelope ID: 85C17BAC-B4AC-4DBD-9C16-C67DC4B7DA69 E&S Insurance Company C. Medical Payments Increased Limits l.Jnless Coverage C -Medical Payments; or the Pmducl-Completed Operati.ohs Hazard has been excluded frorn lhis Policy, the fo:llowing applies: Under paragraph 2. Exclusions of SECTION I -COVERAGES, Coverage C -Medical Payments, exclusion f. Products-Completed Operations Hazard is replaced by the following: · f. Product-Completed Qperati.ons Hazard Included within lhe 11products-compl.eted operations hazard.'' However, th is exclusion does not apply to expenses for dental services The Medical Expense Limit in paragraph 7. of SECTION Ill -LIMITS OF INSURANCE is replaced by th.e following M8dical Expense Limit: me Medical Expense Limit provided by triis Policy shall be the greater of: a. $20,00D: or b. the arnount shown in the Declarations for Medical Expense Limit This provision 7. is subject to all the terms of SECTION Ill , LIMITS OF INSURANCE D. Who Is An insured: Broadened Named Insured Under SECTION II·• WHO IS AN INSURED; the following item 2.e. is added: e. Any subsidiary and subsidiary thereof, of yours which is a legally incorporated entity of which you own a financial interest of more than 50% of voting stock on the effective date of this Coverage P;art. · The Insurance afforded herein for any su.bsid iary not named in this Coverage Part as a Named Insured does not appiy to injury or damage wilh respect to which an ir1sUred under this Coverage Partis also an insured under another policy or would be an insured under such policy but for its termination or the exhaustion of its Limits of Insurance E, Who Is An Insured: Fellow Employee 1. The follqwirlg is added to paragraph 2,a.(1) o f SECTION II -WHO IS AN INSURED Paragraph (al and (b) above do not apply to "bodily injury" or ,;personal and advertising injury'' caused by a co-"employee'' whiie in the course of his or her employment or performing duties related to the conduct of your business However, none of these co-,.employees" are Jns\.lreds for 11bodily injur/1 or 11persona:1 and advert ising injury'1 a rising out of the'ir vJillful conduct, which is defined as the pur.poseful or willful intent to cause "bodily inju ry" or "personal and advertising injury," caused in whole or in part by their intoxication by liquor or controlled substances. Paragraph (a} and (b) above do not apply to "bodily injury" or O,personal and advertising lhjury" caused by an "employee" who is acting .in a supervisory capacity for you Supervisory capacity as p:sed herein rnearis the ''employee's" job responsibilities assigned by you ; · ihcluding the \:lire¢t supervision of other "employees" of yours. However, none of these '1employees'' are insureds for "bodily injury" or •:personal and advertising injury" arising out of thei r willful conduct, wbii::h is defined as the purposeful or willful intent to cause ''bodify injury'' or "personal and advertising injury," caused in whole or in pi3rt by their ihtoi<ication by liquor or cont rolled substances. This coverage is excess over any other valid ahd coliectible insurance available to your "empioyee" or "volunteer v-torker." ESG 3206 (Ed 01 /16) (Page 3 of 10) DocuSign Envelope ID: 85C17BAC-B4AC-4DBD-9C16-C67DC4B7DA69 E&S Insurance Company F. Wh9 Is An lnsu red:. Newly Formed. or Acquired Organizations Paragraph 3. of SECTION II -WHO .IS AN INSURED is replace.d by the following: 3. Any organization you newly acquire or form and civer which you maintain o~Vnership or majority interest, will qualify as a Named Insured if there is no other similar· insurance available to that organizations However: a. coverage under this provision is afforded only until the next occurring annual anniversary of the beg inning of the policy period shbWn tn the Declarations, or the end of the policy period, whic:hever is earlier; and b. toverag e A does not apply to "bodily injury" or "property damage" that occurred before you a.cq uired or formed th:e orga:r1ization; and e. coverage B does not apply to •ipersonai and advertising injury'' arising out of an offense committed before you acquired or formed the organization; and d. records and descriptions of operations must be maintained by the first Named Insured. No person or organization is an insured with respect to the conduct of any current or past partnership, joint venture or limited liability company that is not sho1J1m as a Named Insured in the Declarations or qualifies as an insured under this provision. G. Kn<>wledge of Occurrence, Claim or Suit Under SECTION IV -COMMERCIAL GENERAL LIABILITY CONDlTIONS, the fol IOWing is added to Condition 2. Duties in the Event of Occurrence, Offerise,. Claim or Suit: Knowledge of any ''occurrence'', claim, or "suit" by any agent, servarit or ''employee'' of the Named Insured does not in itself constitute knowiedge by the Insured unless notice of such "octu rrence';: claim or "suit" shall have been received by: a. you, il you are an individual; b. a partner, if you are a partnerst1ip; or t:. an executive officer or insurance manager, if you are a corporation. H. Unintentional Errors or Omissioris Under SECTION IV -COMMERCIAL GENERAL LIABILITY CONDITIONS, the following is added to Condition 6. Representations: If you unintentionally fail to disclose any hazards existing at the inception date qf this Policy, we will not deny coverage under this Cove_• rage_· Fo_ rm because o f such fa_· 'ilure_. . . ' ' '' . Hov<1ever, this does not affect our right tb collect additional premium, exercise our right Of c_ ancellatfon or non-renewal, or enforce other legal rights based upon .a material rl"liSrepresentatio_n in resPonse to a specific question in the appfication for this Policy. · · ·· · · · · · · · · I. Personal andAdvertising Injury Ame_ndment of Discrimin.atjon or Humiliation Unless Coverage B -Personal and Advertising Injury Liability is excluded f rom this Policy br does not appJy, the follmving applies: ·· · Under SECTIOtJ V ~ DEFINITION$, paragraph 14. Personal and Advertising Injury, subparagraph h. is added: ESG 3206 (Ed. 01 /16) (Page 4 of 10) DocuSign Envelope ID: 85C17BAC-B4AC-4DBD-9C16-C67DC4B7DA69 E&S Insurance Company h. discrimihatiOn or humiliation th.at results in injury to the. feeiings or reputation of a natural person, but cinly if such discrimina.tion cir h1.Jmiliation is: (1) not done intentionally bY or i:lt the direction qf; (a) an insured; or (b) any "executive officer;" di.rector, stoc.kholder, partner cit mernber of the Insured; and (2) not directly ct Lni:Hrectlyrelated to the employme,nt, prospective employment cir terminaticih oJ employment of any person cH persons by any insured J. Incidental Malpractice Liability 1. SECTION U -WHO IS AN INSURED is amended by deleting item 2.a.(1)(d) in its entirely and replacing it wit.h. the following (d) Arising .out of his or her providing cir failing to provide professional health care services: However, this exclusion does not apply to nurses, emergency medical technicians or paramedics who are employed by you to provide medical or paramedical services. 2. Under' SECTION V ~. DEFINITIONS, paragraph 3. Bodily Injury is replaced by the following: 3. "Bodily injury" means injury, sickness, disease or "incidental medical malpractice" sustained by a person, including death of a person. "Bodily injury" also means mentai anguish, mentai injury, or shock if directly resulting from physical injury, sickness, or disease io that person. 3. The fol!owirig is added to SECTION V -DEFINITIONS "Incidental medicai malpractice" means ,;bodily injury" arising out of the negligent rendering or failure. to render medical or paramedical services to persqns by any physician, dentist, nurse; emergency medical technician or paramedic who is employed by you to prcivide such services provided you are not engaged in the business or occupation of providing any services referred to in this definition. K. Additional Insured 1. Owners, Lessees, or Contractors a. SECTION II -WHO 1$ AN INSURED is amended to include as an additional insured: (1) Any person or organization, but only With respect to liability for "bodily injury,;: it property damage11 or 11 personal and advertising in]ury11 caused, in whole or in part; by; (aJ premises or equipment you own, rent, lease or occupy; or (b,) your acts or omissions; cir (t.) the acts or omissions. of those acting on your behalf; In the performance of your ongoing operations for the c;1dditional insured. However; (a.} the insurance afforded to such additional insured only applies to the extent permitted by lavv; and ESG 3206 (Ed 01 /16) (Page 5 of 10) DocuSign Envelope ID: 85C17BAC-B4AC-4DBD-9C16-C67DC4B7DA69 E&S Insurance Company (b.) if coverage provided to the Additionai Insured is required by a contract or agreement, the insurance afforded to such additiona! insuJed Will not bf= brqat:ler than th.at 1.1\/hiCh you are required by the contract or agreement to provide for such additional ihS~lFed. b. With respect to the insurance afforded to these additional insureds, the following additional exclusions apply: (1) This insurance does not apply to "bodily injury" or "Property damage'' occurring after: {a.) all wcHk, including materials; parts or ~quipment furnished in connection with such work, on the project (other than service, maintenance or repairs} to be performed by or on behalf of the addittonal insured at the location of the covered operations has been completed; or (b,) that portion of "your work" out of which the injury or damage arises has been put to its intended use by any person or organization other than another contractor or subcoritractor engaged in performing operations fb.r a principal as part of the same project. (2) The insurance provided to any additional insured does not apply to "bodily injury", "property damage", or "personal and advertising injury" arisi ng out of an archited's; engineer's, or surveyor's rendering of or failure to render any professional services including: (a.) The preparing., approving, or failing to prepare or approve maps, shop drawings,. op1n1om~. reports, surveys, field orders, Change Orders, or dra.Wings and specifications; or (b;) Supervisory, inspection, architectural or engineering activities. This exclusion applies even if the claims against any insured allege negligence or other wrongdoing in the supervision, hiring, employment, training or monitoring of others by that Insured, if the "occurrence'' which caused the "bodily ihjur/' or "property damage", or the offense which caused the "personal and advertising injury'\ i.nvo.lved the rend ering or the failure to render any professional services by or for you. c. With respect to the insurance afforded to these Ad.ditioha.l Insureds, the following is added to SECTION Ill -LIMITS OF INSURANCE: If coverage provided to the Additional Insured is required by a contract or agreement, the most we will pay on behalf of the Additional Insured is the amount of insurance: (1) Required by fhe contract or agreement; or (2) Available under the applicable Urnits of Insurance s hown In the Declarat ions; Whichever is less. 2. Vendors a . SECTION II -WHO ISAN INSlJRED, is amended to include as 9n additional insured: (1.) Any person or organization (referred to below as vendor), but only viith respect t o "bodily injury" or "property qamage" arising out of "your products" which are distributed or soid in the reguiar course of the vendor's business. However ESG 3206 (Ed. 01 /16) (Page 6 of 10) DocuSign Envelope ID: 85C17BAC-B4AC-4DBD-9C16-C67DC4B7DA69 E&S Insurance Company (a.) the insurance afforded to such vendor only applies to the extent permitted by law; and (b.) if coverage provided to the vendor is required by a contract or agreement, the insurance afforded to such vendor will not be broader than that which you are required by the contract or agreement to provide for suc,h vendor, b, With respect to, the insurari◊e afforded to these vendors, the following additional exclusions apply (t) The inswance afforded the vendor does not apply to: (a.) "bodily injury" Or "property damage" for which the Vendor is obligated to pay damages by reason of the assumption o,f liability in a contract or agreement This exclusion does hot apply to liability for damages that the vendorvvauld have in the absence of the contract or agreement; (b.) any express warranty unauthorized by you; (c.) any physical or chemical change in the product made intentionally by the Vendor; (d.) repackaging, Unless unpacked solely for the purpose of inspection, demonstration, testing, or the substitution of parts under instructions from the manufacturer, and then repackaged in the original container; (e.) any failure fo make such inspections, adjustments, tests or servicing as the vendor has agreed to make or normally ,undertakes to make in the usual course of business, in connection with the distribution or sale of the products; (f.) demonstration, installation, servlcing or repair operations, except such operations performed by the vendor in full colTi,pliance with the manufacturer's written instructions at the vendor's premises in connection With Jhe sale of the product; (g.) products which, after distribution or sale by you1 have been iabeled or relabeled or used as a container, part or ingredient of any other thing or substance by or for Hie vendor; (h.) ''bodily injury" or "property damage'' arising out of the sole negligence of the vendors for its own acts or omission of those of its ernplo,yees or anyone else acting on its behalf. However, this exclusion does not apply to: '· ' (i) the exceptions contained in subparagraphs (d.) or (f,); or (ii) such inspections, adjustments, tests or serv'icing as the vendor has agreed to make or normally undertakes to make in the usual co urse of business, in connection with th,e distribution or sale of the products, (2;) This insurance does not apply to ·any insured person or organization, from whom you have acquired such products, or any ingredient, part or container, entering into, accompanying or c:::ontaining such products,, , , , c. With respec:t to the insurance afford.ed to these vendors, the following is added to SECTION UI -LIMITS OF INSURANCE: , , , , , If coverage provided to the vendor is requir ed by a contract or agreem!;=nt, the most we will pay on behalf of the vendor is the most amount of insurance: (1.) Required by tt1e contract or agreement; or ESG 3206 (Ed 01 /16) (Page 7 of 10) DocuSign Envelope ID: 85C17BAC-B4AC-4DBD-9C16-C67DC4B7DA69 E&S Insurance Company (2~) Available und.er the applicable Limits of.insurance $hown inthe Declarations; Whichever is less. 3. Primary and Non-Contributory Extension This provision applies to any person or organization who qua!ifies as an additional insured under any form or endorsement under this Policy. Condition 4. Other Insurance of SECTION IV -COMMERCIAL GENERAL LIABILITY CONDITIONS is amended as foll.ows: a. The follpwing is added to paragraph ~L Primary Insurance: This insurance is primary to and will not seek contribution from ariy other irisurarite availi:!ble to an additional insured under your policy provided that: (1.) The Additional Insured is a Named Insured under such other insurance; and (2.) You have agreed in writing ih a contract or ag reement that this. ihsutarite would be primary and would not seek contribution from any other insurance available to the add itiorial insured. ·· · b. The following is added to paragraph b. Excess Insurance: W~en a written contract or written agreement, other than a premises lease, facilities rental contract or agreement, an equiprnent rental or lease contract or i"igreement, or permit issued by a state or political subdivision between you and an Additio naI Insured does not require this insurance to be primary or primary and non-contributory, fhis insurance is excess over any other inswrElnce for which the Additio.nai Insured is designated as _El NElmed Insured. Regardless of the written agreement between you arid ari additional insured, this irisLirarite is excess over any other insurance whether primary, excess, contingent or on any other basis for which the additional insured has been added as an Additional Insured on other policies. L. Damage to Premises Rented to You If Damage to Premises Rented to You is not otherwise excluded from this Coverage Part: 1. Under paragraph 2. Exclusions of SECTION I ~-COVERAGE A -Bodily lnJUry and Property Damage Liability: 3. The last paragraph of paragraph 2. Exclusiohs is deleted in its entirety and replaced by the fol Lowing.: Exclusions c. through n. do not apply ·to damage by fire, lightning , or "explcision,11 to premises While. rented to you or temporarily occupied by you with permission of the ownE.!r. A separate Limit of Insurance applies to thiscoverage as described iiJ SECllON Ill-~- LIMITS OF INSURANCE. 2. PElr'agraph 6. Under SECTION Ill -"LnvUTS OF INSURANCE is deleted •in its entirety and replaced by the following: 6. Subject to paragraph 5. Above, the most we Will pay under Covetage A for damages bec9µse of "property damage" to any one prem[ses, while rented to you, or in the case of damage caused by fire, lightning, or "explosion," while rente.d to you or temporarily ESG 3206 (Ed. 01 /16) (Page 8 of 10) DocuSign Envelope ID: 85C17BAC-B4AC-4DBD-9C16-C67DC4B7DA69 E&S Insurance Company occupied by you with .. the permission of the owner, for allsuch damage caused by fire, lightning. or "explosJon,'' proximately caused by the same eveht, Whether $UQh damage resuits from fire, lightning, or ;'eXplosion," or any combihation of the three, is the higher of $500,000 or the amount shown in the Declaratiohs for tne· Damage to Premises Rented to You Lim it 3. Under SECTION IV ~ COMMERCIAL GENERAL LIABILITY CONDITIONS. subsection 4. Other Insurance, paragraph b, Excess .Insurance item (ii) of the Occurrence F<>rrn and item (iH) of the Claims-Made Form where the words, fire insurance; appear they are changed to, insurance tor fire, lightning, or "e.xploslon." 4. As regards coverage provided by this provision L Dama.ge to. Premises Rented to You, SECTION V -DEFINITIONS, paragrnph 9. Insured Contract, subparagraph a. is replaced w ith the following: a. A contrnct for a lease of premises. However, that porHon of the contract for a lease of premises that indemnifies any person or organization for damage by fire,. Jightning, or ''explosion,'' fo premises \t✓ t1ile rented to you or tern porarily occupied by you with the pennission of the owner is not an "insured contract." 5. As regards coverage provided by this provision L Dama.ge to Premises Rented to You; SECTION V -DEFINITIONS is amended by the addition of the following definition: "Explosion•· means a sudden release of expanding pressure accompanied by a noise, a bursting forth of r:na.Jerial and evidence of tt,e scattering of debri$ to locations further than would have resulted by gravity alone. "Explosion" does not include any of the following: (a) artificially gen.erated electrical current including electrical arcing, that disturbs electrical devices, appliances or wires; (b) rupture or bursting of v/ater pipes; (c.) explosion of steam boilers, stearn pipes, steam engines or steam turbines owned or leased by you, or operated under your control; or (d) rupture or bursting caused by centrifugal force. M . Waiver of Subrogation Under SECT!ON IV :.. COMMERCIAL GENERAL LIABILITY CONDITIONS, subsection 8. Transfer or Rights of Recovery Against Others to Us, the fol lowing paragraph is added b. If required by a written "insured contract" executed prior to the occurrence or offense, \rJe waive our riQht of recovery we have against any person or organization namec;j in such "insured contract," because of payrn ents we make for injury or damage arising out of your ongoing operations or "your work" for that person or organizatio:n N. Property Damage ~ Elevators 1. UhdeT paragraph 2 .. Exclusions of SECTION I -COVERAQE A • EJodily Injury and Property Damage Li~bility, subparagraphs (3); and (4) Or exclusi:on j. Damage to Property do n.bt apply if such "property damage" resUlts from the use of elevators. ESG 3206 (Ed 01 /16) (Page 9 of 10) DocuSign Envelope ID: 85C17BAC-B4AC-4DBD-9C16-C67DC4B7DA69 E&S Insurance Company 2. The foilowing is added to SECTION JV • COMMERCIAL GENERAL LIA,BILITY CONDITlONS, Condition 4. Other lnsura,nce, paragraph b. ~)(cess lnsurane.e The insurance afforded by this provision of this endorsement is exces:s over any property insurance, whether primary, excess, contingent or on any other basis, 0. Contractual Liability for Railroad Exposures Under SECTION V • DEFINITIONS, paragraph 9. Insured Contract,, subparagraph f.(1} is deleted in its entirety, p,; Supplementary Payments 1. In the Supp,leo,entary Payments . Cover:ages A and B provision, paragraph 1.b. is replaced With: b. Up to $2,500 for the cost of bail bonds required because of accidents or traffic law violations arisir1g out of the use of any vehicle to which the Bodily Injury Liability Coverage applies, We do not have to furnish these bonds. 2. Jn the Supplementary Payments • Coverages A and B provision, paragraph 1.d. is replaced by the following: ' d. All reasonable expenses incurred by the Insured at our request to assist us in the investigation or defense of the daim or "suit,'' Including actual loss of earnings UP to $500 a day pecause. of time off work: Q. Amended Bodi I y Injury Definition Under SECTION V ~· DEFINITIONS, definition 3. Bodily injury is replaced by the following: 3. "B◊dily injL;Jry" means bodily injury, sickness, or disease sustained bY a person, including death of a person. "Bodily injury" also means mental angL.iisll, mental injury, or shock, if directly resulting from physical injury, sickness, or disease to that person ESG 3206 (Ed. 01 /16) (Page 10 of 10) DocuSign Envelope ID: 85C17BAC-B4AC-4DBD-9C16-C67DC4B7DA69