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HomeMy WebLinkAboutNext Practice Partners; 2024-03-19; Page 1 City Attorney Approved Version 12/22/2023 AGREEMENT FOR PARKS & REC MASTER PLAN IMPLEMENTATION & ACCREDITATION PROCESS CONSULTING SERVICES NEXT PRACTICE PARTNERS, 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 NEXT PRACTICE PARTNERS, a LLC, ("Contractor"). RECITALS A. City requires the professional services of a consultant that is experienced in Parks & Rec Master Plan implementation and CAPRA accreditation process consulting. B. Contractor has the necessary experience in providing professional services and advice related to the Master Plan and the CAPRA accreditation process. 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 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 (2) year(s) from the date first above written. The City Manager may amend the Agreement to extend it for two (2) additional two (2) year(s)or parts thereof. Extensions will be based upon a satisfactory review of Contractor's performance, City needs, and appropriation of funds by the City Council. The parties will prepare a written amendment indicating the effective date and length of the extended Agreement. 4. TIME IS OF THE ESSENCE Time is of the essence for each and every provision of this Agreement. 5. COMPENSATION The total fee payable for the Services to be performed during the initial Agreement term shall not exceed ninety thousand dollars ($90,000). 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-five thousand dollars ($45,000) 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." Page 2 City Attorney Approved Version 12/22/2023 Incremental payments, if applicable, should be made as outlined in attached Exhibit "A." 6. STATUS OF CONTRACTOR Contractor will perform the Services in Contractor's own way as an independent contractor and in pursuit of Contractor's independent calling, and not as an employee of City. Contractor will be under control of City only as to the result to be accomplished, but will consult with City as necessary. The persons used by Contractor to provide services under this Agreement will not be considered employees of City for any purposes. The payment made to Contractor pursuant to the Agreement will be the full and complete compensation to which Contractor is entitled. City will not make any federal or state tax withholdings on behalf of Contractor or its agents, employees or subcontractors. City will not be required to pay any workers' compensation insurance or unemployment contributions on behalf of Contractor or its employees or subcontractors. Contractor agrees to indemnify City within thirty (30) days for any tax, retirement contribution, social security, overtime payment, unemployment payment or workers' compensation payment which City may be required to make on behalf of Contractor or any agent, employee, or 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 defend (with counsel approved by the City), indemnify, and hold harmless the City and its officers, elected and appointed 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. - 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. Page 3 City Attorney Approved Version 12/22/2023 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 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 Approved Surplus Line Insurers OR an alien non-admitted insurer listed by the National Association of Insurance Commissioners (NAIC) latest quarterly listings report. 10.1 Coverages and Limits. Contractor will maintain the types of coverages and minimum limits indicated below, unless 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. 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. 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. Page 4 City Attorney Approved Version 12/22/2023 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. 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 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. /// /// /// /// Page 5 City Attorney Approved Version 12/22/2023 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 are: For City: For Contractor: Name Kyle Lancaster Name Neelay Bhatt Title Parks & Recreation Director Title Founder & CEO Dept Parks & Recreation Address 14426 Camden Lane CITY OF CARLSBAD CARMEL, IN 46074 Address 799 Pine Ave. Suite#200 Phone 740-591-0225 Carlsbad, CA 92008 Email neelay.bhatt@benextpractice.com Phone 442-339-2941 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 as required in the City of Carlsbad Conflict of Interest Code. Yes No If yes, list the contact information below for all individuals required to file: Name Email Phone Number 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. City Attorney Approved Version 12/22/2023 Page 6 18. CALIFORNIA AIR RESOURCES BOARD (CARB) ADVANCED CLEAN FLEETS REGULATIONS -duty package delivery vehicles operated in California may be subject to the California Air Resources Board (CARB) Advanced Clean Fleets regulations. Such vehicles may therefore be subject to requirements to reduce emissions of air pollutants. For more information, please visit the CARB Advanced Clean Fleets webpage at https://ww2.arb.ca.gov/our-work/programs/advanced-clean-fleets. 19. DISCRIMINATION AND HARASSMENT PROHIBITED Contractor will comply with all applicable local, state and federal laws and regulations prohibiting discrimination and harassment. 20. 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. 21. 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 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. 22. 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 City Attorney Approved Version 12/22/2023 Page 7 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. 23. 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. 24. 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. 25. 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. 26. 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. This Agreement may be executed in counterparts. City Attorney Approved Version 12/22/2023 Page 8 27. 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. Executed by Contractor this___________ day of _______________________, 20____. CONTRACTOR CITY OF CARLSBAD, a municipal corporation of the State of California NEXT PRACTICE PARTNERS, a LLC By: By: (sign here) Parks & Recreation Director Neelay Bhatt, Founder & CEO (print name/title) ATTEST: By: SHERRY FREISINGER, City Clerk N/A Single Signer (sign here) By: Deputy 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 City Attorney Approved Version 12/22/2023 Page 9 EXHIBIT A SCOPE OF SERVICES AND FEE Project Understanding and Approach The following are the proposed tasks where the Next Practice Partners team would be available to help the City of Carlsbad Parks & Recreation Department with elements of the Comprehensive Master Plan Implementation. Task 1 Service Area Mapping The Consulting team would develop service area maps to supplement the existing mapping that was developed as a part of the Master Plan Update. This task would include developing service area maps based on new park developments and potential park infill scenarios, such as the expansion of pickleball courts within the City. Task 2 Conditions Assessment The Consulting team would refine and update the conditions assessment. This would include tasks such as review sites for updated information and helping with CIP priorities. Task 3 CAPRA Accreditation Support The Consulting team has previously helped the Department with successfully achieving national accreditation through the Commission for the Accreditation of Parks & Recreation Agencies. The Consulting Team would provide accreditation on-call services to support the Department staff on a variety of tasks needed to help them achieve successful re-accreditation. Task 4 Other Tasks As Needed The Consulting team would provide consultation services on other similar services as determined by Department staff. Hourly Rates President and CEO - $225 Vice President - $180 Project Consultant - $150 Agreement not to exceed $45,000 per agreement year. SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. INSURER(S) AFFORDING COVERAGE INSURER F : INSURER E : INSURER D : INSURER C : INSURER B : INSURER A : NAIC # NAME:CONTACT (A/C, No):FAX E-MAILADDRESS: PRODUCER (A/C, No, Ext):PHONE INSURED REVISION NUMBER:CERTIFICATE NUMBER:COVERAGES IMPORTANT: If the certificate holder is an ADDITIONAL INSURED, the policy(ies) must have ADDITIONAL INSURED provisions or be endorsed. If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy, certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). 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. OTHER: (Per accident) (Ea accident) $ $ N / A SUBR WVD ADDL INSD 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 THISCERTIFICATE 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. $ $ $ $PROPERTY DAMAGE BODILY INJURY (Per accident) BODILY INJURY (Per person) COMBINED SINGLE LIMIT AUTOS ONLY AUTOSAUTOS ONLY NON-OWNED SCHEDULEDOWNED ANY AUTO AUTOMOBILE LIABILITY Y / N WORKERS COMPENSATION AND EMPLOYERS' LIABILITY OFFICER/MEMBER EXCLUDED?(Mandatory in NH) DESCRIPTION OF OPERATIONS belowIf yes, describe under ANY PROPRIETOR/PARTNER/EXECUTIVE $ $ $ E.L. DISEASE - POLICY LIMIT E.L. DISEASE - EA EMPLOYEE E.L. EACH ACCIDENT EROTH-STATUTEPER LIMITS(MM/DD/YYYY)POLICY EXP(MM/DD/YYYY)POLICY EFFPOLICY NUMBERTYPE OF INSURANCELTRINSR DESCRIPTION OF OPERATIONS / LOCATIONS / VEHICLES (ACORD 101, Additional Remarks Schedule, may be attached if more space is required) EXCESS LIAB UMBRELLA LIAB $EACH OCCURRENCE $AGGREGATE $ OCCUR CLAIMS-MADE DED RETENTION $ $PRODUCTS - COMP/OP AGG $GENERAL AGGREGATE $PERSONAL & ADV INJURY $MED EXP (Any one person) $EACH OCCURRENCE DAMAGE TO RENTED $PREMISES (Ea occurrence) COMMERCIAL GENERAL LIABILITY CLAIMS-MADE OCCUR GEN'L AGGREGATE LIMIT APPLIES PER: POLICY PRO-JECT LOC CERTIFICATE OF LIABILITY INSURANCE DATE (MM/DD/YYYY) CANCELLATION AUTHORIZED REPRESENTATIVE ACORD 25 (2016/03) © 1988-2015 ACORD CORPORATION. All rights reserved. CERTIFICATE HOLDER The ACORD name and logo are registered marks of ACORD HIREDAUTOS ONLY 1/26/2024 47715 CARLSBAD CARMEL INEVANSVILLE 7140 OFFICE CIR STE 100 SHEPHERD INSURANCE, LLC CL HANOVER CSC Certificate@Hanover.com (855) 235-8564 (866) 828-2424 Allmerica Financial Benefit 41840 4 4 2,000,000 1,000,000 5,000 2,000,000 4,000,000 4,000,000 A 4 Y Y L2W J156016 01 9/1/2023 9/1/2024 1,000,000 A 4 4 4 Y N AWW J242465 01 12/01/2023 12/01/2024 L2W J156016 01 09/01/2023 09/01/2024 1,000,000A A Professional Liability Y Y N N L2W J156016 01 09/01/2023 09/01/2024 CITY OF CARLSBAD is an Additional Insured on the General Liability and Auto Liability pursuant to the terms and conditions by form 822-0001 and CA0001. Waiver of Subrogation as provided by form 822-0001 (pg 9 of 14). IN 46074-5843 CA 92008 NEXT PRACTICE PARTNERS LLC 14426 CAMDEN LN 799 PINE AVENUE CITY OF CARLSBAD 1,000,000 $1,000,000 Claim/$1,000,000 Agg 4 822-0001 08 19 Includes copyrighted material of the Insurance Services Office Inc., with its permission.Page 1 of 14 Copyright 2019 The Hanover Insurance Company. All Rights Reserved. THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. SMALL COMMERCIAL LIABILITY COMPANION ENDORSEMENT This endorsement modifies insurance provided under the following: COMMERCIAL GENERAL LIABILITY COVERAGE PART SUMMARY OF COVERAGES Page SECTION I – ADDITIONAL INSURED PROVISIONS 2 A. Automatic Additional Insured Provisions Including Primary and Non-contributory 2 4. Additional Insureds 2 a. Broad Form Vendors 3 b. Co-owner of Insured Premises 3 c. Controlling Interest 3 d. Mortgagee, Assignee, or Receiver 4 e. Grantor of Franchise 4 f. Lessor of Leased Equipment 4 g. Manager or Lessor of Premises 4 B. Additional Insured by Contract, Agreement or Permit With Completed Operations and Primary and Non-contributory 4 SECTION II – COVERAGE EXTENSIONS 5 A. Supplementary Payments Extension 5 B. Alienated Premises 5 C. Broad Form Property Damage Legal Liability 6 D. Broad Form Property Damage – Borrowed Equipment, Customers’ Goods, Use of Elevators 6 E.Incidental Malpractice –Employed Nurses, EMT’s and Paramedics 6 F.Personal and Advertising Injury –Broad Form 6 G. Product Recall Expense Product Recall Expense Each Occurrence Limit $25,000 Product Recall Expense Aggregate Limit $50,000 Product Recall Deductible $500 6 H. Who is an Insured Amended “Employees” Redefined Subsidiaries Newly Acquired or Formed Organizations – 180 Days 8 I. Limits of Insurance Amended: Aggregate Limits of Insurance Per Location Products-Completed Operations Aggregate – Twice the Each Occurrence Limit 9 J. Blanket Waiver of Subrogation 9 K. Unintentional Failure to Disclose Hazards 9 L. Unintentional Failure to Notify/Knowledge of an Occurrence 9 M. Medical Expenses – Three Years to Report 9 L2W J156016 01 822-0001 08 19 Includes copyrighted material of the Insurance Services Office Inc., with its permission.Page 2 of 14 Copyright 2019 The Hanover Insurance Company. All Rights Reserved. SECTION III – ADDITIONAL CONDITIONS 9 A. Liberalization 9 B. Concealment, Misrepresentation or Fraud 10 C. Insurance Under Two or More Coverages 10 SECTION IV – EXCLUSIONS 10 A. Coverage A – Bodily Injury and Property Damage Liability and Coverage B –Personal and Advertising Injury Exclusions 10 Access Or Disclosure Of Confidential Or Personal Information And Data-related Liability 10 Aircraft Products, Grounding and Testing 10 Professional Services 11 Unmanned Aircraft 11 B. Coverage A – Bodily Injury and Property Damage and Coverage C – Medical Payments Exclusions 12 Nuclear Energy Liability 12 C. Amended Exclusion With Coverage Extension 13 Aircraft (Other Than Unmanned Aircraft), Auto or Watercraft 13 SECTION V – AMENDED DEFINITIONS 13 “Bodily Injury”14 “Products – Completed Operations Hazard”14 “Property Damage”14 SECTION I – ADDITIONAL INSURED PROVISIONS A. Automatic Additional Insured Provisions Including Primary and Non-contributory: 1. SECTION II – WHO IS AN INSURED is amended to include as an insured any person or organization described in paragraphs 4.a through 4.g.below, whom you agree to add as an Additional Insured. 2.However, the insurance afforded to such Additional Insured described below: a.Only applies to the extent permitted by law. b.Will not be broader than the insurance which you are required by the written contract, agreement or permit, if any, to provide for such additional insured. c.Applies on a primary basis and we will not seek contribution from any other insurance available to the Additional Insured, if that is required by an applicable written contract, agreement or permit. d.Will not be broader than coverage provided to any other insured. e.Does not apply if the “bodily injury”, “property damage” or “personal and advertising injury” is otherwise excluded from coverage under this Coverage Part, including any endorsements thereto. f.Does not apply to any person or organization included as an insured by another endorsement issued by us and made part of this Coverage Part. 3.The most we will pay on behalf of the Additional Insured for a covered claim is the lesser of the amount of insurance: a.Required by the applicable written contract, agreement or permit, if any; or b.Available under the applicable Limits of Insurance shown in the Declarations or any endorsement to the policy. 4. Additional Insureds The following persons or organizations qualify as additional insureds under this endorsement: 822-0001 08 19 Includes copyrighted material of the Insurance Services Office Inc., with its permission.Page 3 of 14 Copyright 2019 The Hanover Insurance Company. All Rights Reserved. The following is added to SECTION II – WHO IS AN INSURED: a. Broad Form Vendors (1)Any person or organization that is a vendor with whom you agreed in a written contract or agreement to include as an additional insured under this Coverage Part is an insured, but only with respect to liability for “bodily injury” or “property damage” arising out of “your products” which are distributed or sold in the regular course of the vendor’s business. (2)With respect to insurance afforded to such vendors, the following additional exclusions apply: The insurance afforded to the vendor does not apply to: (a)“Bodily injury” or “property damage” for which the vendor is obligated to pay damages by reasons of the assumption of liability in a contract or agreement. This exclusion does not apply to liability for damages that the insured would have in the absence of the contract or agreement; (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 instruction from the manufacturer, and then repackaged in the original container; (e)Any failure to make such inspection, adjustments, tests or servicing as the vendor has agreed to make or normally undertakes to make in the usual course of business in connection with the sale of the product; (f)Demonstration, installation, servicing or repair operations, except such operations performed at the vendor's premises in connection with the sale of the product; (g)Products which, after distribution or sale by you, have been labeled or relabeled or used as a container, part or ingredient of any other thing or substance by or for the vendor; (h)“Bodily injury" or "property damage" arising out of the sole negligence of the vendor for its own acts or omissions or those of its employees or anyone else acting on its behalf. However, this exclusion does not apply to: (i)The exceptions contained within the exclusion in paragraphs (d)or (f)above; or (ii)Such inspections, adjustments, tests or servicing as the vendor has agreed to make or normally undertakes to make in the usual course of business, in connection with the distribution or sale of the products. (i)“Bodily injury” or “property damage” arising out of an “occurrence” that took place before you have signed the contract or agreement with the vendor. (j)Any insured person or organization, from whom you have acquired such products, or any ingredient, part or container, entering into, accompanying or containing such products. b. Co-owner of Insured Premises Any person or organization who is a co- owner of premises described in the declarations. Such person(s) or organization(s) is an insured only with respect to their liability as co-owner of the co-owned premises. c. Controlling Interest Any person or organization that has a majority controlling interest in you, but only with respect to their liability arising out of: (1)Their financial control of you; or (2)Premises they own, maintain or control while you lease or occupy these premises. This insurance does not apply to structural alterations, new construction and demolition operations performed by or for such additional insured. 822-0001 08 19 Includes copyrighted material of the Insurance Services Office Inc., with its permission.Page 4 of 14 Copyright 2019 The Hanover Insurance Company. All Rights Reserved. d. Mortgagee, Assignee, or Receiver Any mortgagee, assignee or receiver, but only with respect to their liability as mortgagee, assignee, or receiver and arising out of the ownership, maintenance or use of a premises by you. This insurance does not apply to structural alterations, new construction or demolition operations performed by or for such additional insured. e. Grantor of Franchise Any person or organization who is a grantor of a franchise to you, but only with respect to their liability as grantor of a franchise to you. f. Lessor of Leased Equipment Any person or organization from whom you lease equipment is also an additional insured, but only with respect to liability for "bodily injury", "property damage" or "personal and advertising injury" caused, in whole or in part, by your maintenance, operation or use of equipment leased to you by such person or organization. However, the insurance afforded to such additional insured does not apply to any “occurrence” that takes place after the equipment lease expires. g. Manager or Lessor of Premises Any person or organization from whom you lease premises is also an additional insured, but only with respect to liability arising out of the ownership, maintenance or use of that part of the premises leased to you. However, this provision does not apply to: (1)Any "occurrence" that takes place after you cease to be a tenant in the premises. (2)Structural alterations, new construction or demolition operations performed by or for such additional insured(s). B. Additional Insured by Contract, Agreement or Permit With Completed Operations and Primary and Non-contributory 1.Any person or organization who does not qualify as an Additional Insured in A. Automatic Additional Insured Provisions Including Primary and Non-contributory,4. Additional Insureds, paragraphs a. through g.above with whom you agreed in a written contract, agreement or permit to add as an additional insured on your policy is an additional insured only with respect to liability for “bodily injury”, “property damage”, or “personal and advertising injury” caused, in whole or in part, by your acts or omissions, or the acts or omissions of those acting on your behalf, but only with respect to: a.Premises you own, rent, lease or occupy; b.Your ongoing operations for the additional insured(s) designated in the written contract, agreement or permit; c.“Your work” included in the “products- completed operations hazard”, but only if: (1)The written contract, agreement or permit requires you to provide such coverage to the additional insured; and (2)This Coverage Part provides coverage for “bodily injury” or “property damage” included within the “products- completed operations hazard”. 2.The insurance afforded to such additional insured described above: a.Only applies to the extent permitted by law. b.Will not be broader than the insurance which you are required by the written contract, agreement or permit to provide for such additional insured. c.Applies on a primary basis and we will not seek contribution from any other insurance available to the Additional Insured, if that is required by the written contract, agreement or permit. d.Does not apply if the “bodily injury”, “property damage”, or “personal and advertising injury” arises out of sole negligence of the additional insured. e.Will not be broader than coverage provided to any other insured. f.Does not apply if the “bodily injury”, “property damage” or “personal and advertising injury” is otherwise excluded from coverage under this Coverage Part, including any endorsements thereto. g.Does not apply unless the written contract or agreement was executed or permit was issued prior to the "bodily injury”, “property damage", or "personal and advertising injury". h.Does not apply to any person or organization included as an insured by another endorsement issued by us and made part of this Coverage Part. 822-0001 08 19 Includes copyrighted material of the Insurance Services Office Inc., with its permission.Page 5 of 14 Copyright 2019 The Hanover Insurance Company. All Rights Reserved. i.Does not apply to any lessor of equipment after the equipment lease expires. j.Does not apply to any: (1)Owners or other interests from whom land has been leased if the “occurrence” takes place or the offense is committed after the lease for the land expires; or (2)Managers or lessors of premises if: (a)The “occurrence” takes place or the offense is committed after you cease to be a tenant in that premises; or (b)The "bodily injury", "property damage", "personal and advertising injury" arises out of structural alterations, new con- struction or demolition operations performed by or on behalf of the manager or lessor. k.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. This exclusion applies even if the claims against any insured allege negligence or other wrongdoing in the supervision, hiring, employment, training or monitoring of others by that insured, if the “occurrence” which caused the “bodily injury” or “property damage” or the offense which caused the “personal and advertising injury” involved the rendering of or failure to render any professional services by or for you. 3.With respect to the insurance afforded to these additional insureds, the following is added to SECTION III – LIMITS OF INSURANCE: The most we will pay on behalf of the additional insured for a covered claim is the lesser of the amount of insurance: 1.Required by the written contract, agreement or permit described in B. Additional Insured by Contract, Agreement or Permit With Completed Operations and Primary and Non- contributory, paragraph 1.or 2.Available under the applicable Limits of Insurance shown in the Declarations or any endorsement to this policy. This provision shall not increase the applicable Limits of Insurance shown in the Declarations. SECTION II – COVERAGE EXTENSIONS A. Supplementary Payments Extension SECTION I – COVERAGES, SUPPLEMENTARY PAYMENTS – COVERAGES A AND B, paragraph 1.is replaced by the following: 1.We will pay, with respect to any claim we investigate or settle, or any "suit" against an insured we defend: a.All expenses we incur. b.Up to $2500 for cost of bail bonds required because of accidents or traffic law violations arising out of the use of any vehicle to which Bodily Injury Liability Coverage applies. We do not have to furnish these bonds. c.The cost of bonds to release attachments, but only for bond amounts within our Limit of Insurance. We do not have to furnish these bonds. d.All reasonable expenses incurred by the insured at our request to assist us in the investigation or defense of the claim or "suit", including actual loss of earnings up to $500 a day because of time off from work. e.All court costs taxed against the insured in the "suit". However, these payments do not include attorneys’ fees or attorneys’ expenses taxed against the insured. f.Prejudgment interest awarded against the insured on that part of the judgment we pay. If we make an offer to pay the Limit of Insurance, we will not pay any prejudgment interest based on that period of time after the offer. g.All interest on the full amount of any judgment that accrues after entry of the judgment and before we have paid, offered to pay, or deposited in court the part of the judgment that is within our Limit of Insurance. These payments will not reduce the Limits of Insurance. B. Alienated Premises SECTION I – COVERAGES, COVERAGE A – BODILY INJURY AND PROPERTY DAMAGE LIABILITY, 2. Exclusions, j. Damage to Property, paragraph (2) is replaced by the following: (2)Premises you sell, give away or abandon, if the “property damage” arises out of any part of those premises and occurred from hazards that were known by you, or should have reasonably been known by you, at the time the property was transferred or abandoned. 822-0001 08 19 Includes copyrighted material of the Insurance Services Office Inc., with its permission.Page 6 of 14 Copyright 2019 The Hanover Insurance Company. All Rights Reserved. C. Broad Form – Property Damage Legal Liability The following is added to SECTION II - LIMITS OF INSURANCE, Paragraph 6. The Damages to Premises Rented to You Limit shown on the Declarations will apply to a claim because of "property damage" to any one premises, while rented to you, or in the case of damage by fire, while rented to you or temporarily occupied by you with permission of the owner. If the General Aggregate Limit shown on the Declarations is less than $1,000,000, for the purpose of the Damages To Premises Rented to You coverage only, the General Aggregate Limit will be equal to the Damage to Premises Rented to You Limit shown on the Declarations. The Damage to Premises Rented to You Limit does not and should not be construed to increase the General Aggregate Limit except as provided in the limited circumstance described in this paragraph. D. Broad Form Property Damage – Borrowed Equipment, Customers’ Goods, Use of Elevators 1.The following is added to SECTION I – COVERAGES, COVERAGE A – BODILY INJURY AND PROPERTY DAMAGE LIABILITY, 2. Exclusions, j. Damage to Property: Paragraph (4)does not apply to “property damage” to borrowed equipment while at a jobsite and not being used to perform operations. Paragraphs (3), (4)and (6)do not apply to “property damage” to “customers’ goods” while on your premises. Paragraphs (3), (4)and (6)do not apply to the use of elevators. 2.For the purposes of this endorsement, the following definition is added to SECTION V – DEFINITIONS: 1.“Customers’ goods” means property of your customer(s) on your premises for the purpose of being: a.Worked on; or b.Used in your manufacturing process. 3.The insurance afforded under this provision is excess over any other valid and collectible property insurance (including deductible) available to the insured whether primary, excess, contingent or on any other basis. E. Incidental Malpractice – Employed Nurses, EMT’s and Paramedics With respect to the COMMERCIAL GENERAL LIABILITY COVERAGE form,SECTION II – WHO IS AN INSURED, paragraph 2.a.(1)(d)and with respect to the SMALL COMMERCIAL LIABILITY COMPANION endorsement, SECTION IV – EXCLUSIONS, A. Professional Services do not apply to a nurse, emergency medical technician or paramedic employed by you if you are not engaged in the business or occupation of providing medical, paramedical, surgical, dental, x- ray or nursing services. F. Personal and Advertising Injury – Broad Form 1. SECTION I – COVERAGES, COVERAGE B – PERSONAL AND ADVERTISING INJURY LIABILITY,2. Exclusions, e. Contractual Liability is deleted. 2. SECTION V – DEFINITIONS,14. "Personal and advertising injury", paragraph b.is replaced by the following: b.Malicious prosecution or abuse of process. 3.The following is added to SECTION V – DEFINITIONS,14."Personal and advertising injury": “Discrimination” (unless insurance thereof is prohibited by law) that results in injury to the feelings or reputation of a natural person, but only if such “discrimination” is: (1)Not done intentionally by or at the direction of: (a)The insured; (b)Any officer of the corporation, director, stockholder, partner or member of the insured; and (2)Not directly or indirectly related to an "employee", nor to the employment, prospective employment or termination of any person or persons by an insured. 4.For purposes of this endorsement, the following definition is added to SECTION V – DEFINITIONS: 1.“Discrimination” means the unlawful treatment of individuals based upon race, color, ethnic origin, gender, religion, age, or sexual preference. “Discrimination” does not include the unlawful treatment of individuals based upon developmental, physical, cognitive, mental, sensory or emotional impairment or any combination of these. 5.This coverage does not apply if liability coverage for “personal and advertising injury” is excluded either by the provisions of the Coverage Form or any endorsement thereto. G. Product Recall Expense 1. SECTION I – COVERAGES, COVERAGE A – BODILY INJURY AND PROPERTY DAMAGE 822-0001 08 19 Includes copyrighted material of the Insurance Services Office Inc., with its permission.Page 7 of 14 Copyright 2019 The Hanover Insurance Company. All Rights Reserved. LIABILITY, 2. Exclusions,n. Recall of Products, Work or Impaired Property is replaced by the following: n. Recall of Products, Work or Impaired Property Damages claimed for any loss, cost or expense incurred by you or others for the loss of use, withdrawal, recall, inspection, repair, replacement, adjustment, removal or disposal of: (1)“Your product”; (2)“Your work”; or (3)“Impaired property”; if such product, work or property is withdrawn or recalled from the market or from use by any person or organization because of a known or suspected defect, deficiency, inadequacy or dangerous condition in it, but this exclusion does not apply to “product recall expenses” that you incur for the “covered recall” of “your product” if the “covered recall” was initiated during the policy period. However, the exception to the exclusion does not apply to “product recall expenses” resulting from: (4)Failure of any products to accomplish their intended purpose; (5)Breach of warranties of fitness, quality, durability or performance; (6)Loss of customer approval, or any cost incurred to regain customer approval; (7)Redistribution or replacement of “your product” which has been recalled by like products or substitutes; (8)Caprice or whim of the insured; (9)A condition likely to cause loss of which any insured knew or had reason to know at the inception of this insurance; (10)Asbestos, including loss, damage or clean up resulting from asbestos or asbestos containing materials; or (11)Recall of “your products” that have no known or suspected defect solely because a known or suspected defect in another of “your products” has been found. 2.The following is added to SECTION II – WHO IS AN INSURED, paragraph 3.b.: “Product recall expense” arising out of any withdrawal or recall that occurred before you acquired or formed the organization. 3.The following is added to SECTION III – LIMITS OF INSURANCE: Product Recall Expense Limits of Insurance a.The Limits of Insurance shown in the SUMMARY OF COVERAGES of this endorsement and the rules stated below fix the most that we will pay under this Product Recall Expense coverage regardless of the number of: (1)Insureds; (2)“Covered Recalls” initiated; or (3)Number of “your products” withdrawn or recalled. b.The Product Recall Expense Aggregate Limit is the most we will reimburse you for the sum of all “product recall expenses” incurred for all “covered recalls” initiated during the policy period. c.The Product Recall Each Occurrence Limit is the most we will pay in connection with any one defect or deficiency. d.All “product recall expenses” in connection with substantially the same general harmful condition will be deemed to arise out of the same defect or deficiency and considered one “occurrence”. e.Any amount reimbursed for “product recall expenses” in connection with any one “occurrence” will reduce the amount of the Product Recall Expense Aggregate Limit available for reimbursement of “product recall expenses” in connection with any other defect or deficiency. f.If the Product Recall Expense Aggregate Limit has been reduced by reimbursement of “product recall expenses” to an amount that is less than the Product Recall Expense Each Occurrence Limit, the remaining Aggregate Limit is the most that will be available for reimbursement of “product recall expenses” in connection with any other defect or deficiency. g. Product Recall Deductible We will only pay for the amount of "product recall expenses" which are in excess of the $500 Product Recall Deductible. The Product Recall Deductible applies separately to each "covered recall". The limits of insurance will not be reduced by the amount of this deductible. 822-0001 08 19 Includes copyrighted material of the Insurance Services Office Inc., with its permission.Page 8 of 14 Copyright 2019 The Hanover Insurance Company. All Rights Reserved. We may, or will if required by law, pay all or any part of any deductible amount, if applicable. Upon notice of our payment of a deductible amount, you shall promptly reimburse us for the part of the deductible amount we paid. The Product Recall Expense Limits of Insurance apply separately to each consecutive annual period and to any remaining period of less than 12 months, starting with the beginning of the policy period shown in the Declarations, unless the policy period is extended after issuance for an additional period of less than 12 months. In that case, the additional period will be deemed part of the last preceding period for the purposes of determining the Limits of Insurance. 4.The following is added to SECTION IV – COMMERCIAL GENERAL LIABILITY CONDITIONS,2. Duties in the Event of Occurrence,Offense, Claim or Suit: You must see to it that the following are done in the event of an actual or anticipated “covered recall” that may result in “product recall expense”: (1)Give us prompt notice of any discovery or notification that “your product” must be withdrawn or recalled. Include a description of “your product” and the reason for the withdrawal or recall; (2)Cease any further release, shipment, consignment or any other method of distribution of like or similar products until it has been determined that all such products are free from defects that could be a cause of loss under this insurance. 5.For the purpose of this endorsement, the following definitions are added to SECTION V – DEFINITIONS: 1.“Covered recall” means a recall or withdrawal made necessary because you or a government body has determined that a known or suspected defect, deficiency, inadequacy, or dangerous condition in “your product” has resulted or is reasonably expected to result in “bodily injury” or “property damage”. 2.“Product recall expense(s)” means: a.Necessary and reasonable expenses for: (1)Communications, including radio or television announcements or printed advertisements including stationary, envelopes and postage; (2)Shipping the recalled products from any purchaser, distributor or user to the place or places designated by you; (3)Remuneration paid to your regular “employees” for necessary overtime; (4)Hiring additional persons, other than your regular “employees”; (5)Expenses incurred by “employees” including transportation and accommodations; (6)Expenses to rent additional warehouse or storage space; (7)Disposal of “your product”, but only to the extent that specific methods of destruction other than those employed for trash discarding or disposal are required to avoid “bodily injury” or “property damage” as a result of such disposal, you incur exclusively for the purpose of recalling “your product”; and b.Your lost profit resulting from such “covered recall”. 6.This Product Recall Expense Coverage does not apply: a.If the “products – completed operations hazard” is excluded from coverage under this Coverage Part including any endorsement thereto; or b.To “product recall expense” arising out of any of “your products” that are otherwise excluded from coverage under this Coverage Part including endorsements. H. Who is an Insured Amended 1. SECTION II – WHO IS AN INSURED, paragraph 2.a.(1)(d)is replaced by the following: (d)Arising out of his or her providing or failing to provide professional services. 2. Insured Employee Extension The following is added to SECTION II – WHO IS AN INSURED, paragraph 2.a.(1)(a): With respect to “bodily injury” only, the limitations above do not apply to your “employees” as insureds with respect to damages caused by cardiopulmonary resuscitation or first aid services administered by such an “employee”. 3. Who is an Insured – Subsidiaries 822-0001 08 19 Includes copyrighted material of the Insurance Services Office Inc., with its permission.Page 9 of 14 Copyright 2019 The Hanover Insurance Company. All Rights Reserved. The following is added to SECTION II – WHO IS AN INSURED: Subsidiaries Any of your subsidiaries, other than a partnership or joint venture, that is not shown as a Named Insured in the Declarations is a Named Insured if: a.You maintain an ownership interest of more than 50% in such subsidiary on the first day of the policy period; and b.Such subsidiary is not an insured under similar other insurance. No such subsidiary is an insured for "bodily injury" or “property damage” that occurred, or “personal and advertising injury” caused by an offense committed: c.Before you maintained an ownership interest or more than 50% in such subsidiary; or d.After the date, if any, during the policy period that you no longer maintain an ownership interest of more than 50% in such subsidiary. 4. Newly Acquired or Formed Organizations – 180 Days SECTION II – WHO IS AN INSURED, paragraph 3.a.is replaced by the following: a.Coverage under this provision is afforded only until the 180th day after you acquire or form the organization or the end of the policy period, whichever is earlier. I. Limits of Insurance Amended General Aggregate Limits of Insurance Per Location The following is added to SECTION III – LIMITS OF INSURANCE: The General Aggregate Limits of Insurance apply separately to each of your “locations” owned by or rented to you. “Location” means premises involving the same or connecting lots, or premises whose connection is interrupted only by a street, roadway, waterway or right-of-way of a railroad. J. Blanket Waiver of Subrogation The following is added to SECTION IV – COMMERCIAL GENERAL LIABILITY CONDITIONS,8. Transfer of Rights of Recovery Against Others to Us: We waive any right of recovery we may have against any person or organization with whom you have a written contract, agreement or permit to waive any rights of recovery against such person or organization because of payments we make for injury or damage arising out of your ongoing operations or “your work” done under a contract with that person or organization and included in the “products-completed operations hazard”. This condition does not apply to Medical Expenses Coverage. K. Unintentional Failure to Disclose Hazards SECTION IV – COMMERCIAL GENERAL LIABILITY CONDITIONS,6. Representations is replaced by the following: 6. Representations We will not disclaim coverage under this Coverage Part if you fail to disclose all hazards existing as of the inception date of the policy provided such failure is not intentional. L. Unintentional Failure to Notify/Knowledge of an Occurrence The following is added to SECTION IV – COMMERCIAL GENERAL LIABILITY CONDITIONS, 2. Duties in the Event of Occurrence, Offense, Claim or Suit, paragraph a.: Your rights afforded under this Coverage Part shall not be prejudiced if you fail to give us notice of an “occurrence”, offense, claim or “suit”, solely due to your reasonable and documented belief that the “bodily injury”, “property damage” or “personal and advertising injury” is not covered under this Coverage Part. Knowledge of an “occurrence” or offense by an agent or “employee” of the insured will not constitute knowledge by the insured, unless an “executive officer” of the insured knows about such “occurrence” or offense. Failure of an agent or “employee” of the insured, other than an “executive officer” of the insured, to notify us of an “occurrence” or offense that such person knows about will not affect the insurance afforded to you. M. Medical Payments – Three Years to Report SECTION I – COVERAGES, COVERAGE C – MEDICAL PAYMENTS, 1. Insuring Agreement, paragraph a.(3)(b) is replaced by the following: (b)The expenses are incurred and reported to us within three years of the date of the accident; and SECTION III – ADDITIONAL CONDITIONS The following are added to SECTION IV – COMMERCIAL GENERAL LIABILITY CONDITIONS: A. Liberalization If, within 45 days prior to or during the policy period, we adopt any revision that would broaden the coverage under this policy without additional premium, the broadened coverage will immediately apply to this policy. 822-0001 08 19 Includes copyrighted material of the Insurance Services Office Inc., with its permission.Page 10 of 14 Copyright 2019 The Hanover Insurance Company. All Rights Reserved. B. Concealment, Misrepresentation or Fraud This policy is void in any case of fraud by you as it relates to this policy at any time. It is also void if you or any other insured, at any time, intentionally conceal or misrepresent a material fact concerning: 1.This policy; 2.The Covered Property; 3.Your interest in the Covered Property; or 4.A claim under this policy. C. Insurance Under Two or More Coverages It is our stated intent that the various Coverage Parts, forms, endorsements or policies issued to the named insured by us, or any company affiliated with us, do not provide any duplication or overlap of coverage for the same claim, “suit”, “occurrence”, offense, accident, “wrongful act” or loss. We will not pay more than the actual amount of the loss or damage. If this Coverage Part and any other Coverage Part, form, endorsement or policy issued to the named insured by us, or any company affiliated with us, apply to the same claim, "suit", occurrence, offense, accident, “wrongful act” or loss, the maximum Limit of Insurance under all such Coverage Parts, forms, endorsements or policies combined shall not exceed the highest applicable Limit of Insurance under any one Coverage Part, form, endorsement or policy. This condition does not apply to any Excess or Umbrella Policy issued by us specifically to apply as excess insurance over this policy. SECTION IV – EXCLUSIONS A.The following are added to SECTION I – COVERAGES, COVERAGE A – BODILY INJURY AND PROPERTY DAMAGE LIABILITY, 2. Exclusions and SECTION I – COVERAGES, COVERAGE B – PERSONAL AND ADVERTISING INJURY, 2. Exclusions: Access Or Disclosure Of Confidential Or Personal Information And Data-related Liability Damages arising out of: (1)Any access to or disclosure of any person's or organization's confidential or personal information, including patents, trade secrets, processing methods, customer lists, financial information, credit card information, health information or any other type of nonpublic information; or (2)The loss of, loss of use of, damage to, corruption of, inability to access, or inability to manipulate electronic data. This exclusion applies even if damages are claimed for notification costs, credit monitoring expenses, forensic expenses, public relations expenses or any other loss, cost or expense incurred by you or others arising out of that which is described in paragraphs (1) or (2) above. However, unless paragraph (1)above applies, this exclusion does not apply to damages because of “bodily injury”. As used in this exclusion, electronic data means information, facts or computer programs stored as or on, created or used on, or transmitted to or from computer software including systems and applications software), on hard or floppy disks, CD-ROMs, tapes, drives, cells, data processing devices or any other repositories of computer software which are used with electronically controlled equipment. The term computer programs, referred to in the foregoing description of electronic data, means a set of related electronic instructions which direct the operations and functions of a computer or device connected to it, which enable the computer or device to receive, process, store, retrieve or send data. Aircraft Products, Grounding and Testing (1)“Bodily injury”, “property damage” or “personal and advertising injury” arising out of: (a)“Aircraft products” or reliance upon any representation or warranty made with such product; (b)The “grounding” of any aircraft; or (c)The “testing” of any aircraft. (2)For purposes of this Exclusion, the following definitions apply: (a)“Aircraft Products” means: (i)Aircraft, including but not limited to missiles, spacecraft, or any other aircraft goods or products you manufacture, sell, handle or distribute; (ii)Aircraft and any ground support or control equipment used in connection therewith; (iii)Any product provided by the insured and installed or used in connection with any aircraft; (iv)Any tooling used in respect to any aircraft; (v)Training and navigational aids, instructions, manuals, blueprints, engineering or other data in connection with any aircraft; (vi)Any advice, service or labor supplied with any aircraft; or 822-0001 08 19 Includes copyrighted material of the Insurance Services Office Inc., with its permission.Page 11 of 14 Copyright 2019 The Hanover Insurance Company. All Rights Reserved. (vii)Services you or others trading under your name provide or recommend for use in the manufacture, repair, operation, maintenance or use of any aircraft. (b)“Grounding” means the withdrawal of one or more aircraft from flight operations or the imposition of speed, passenger or load restrictions on such aircraft, due to the existence of or alleged or suspected existence of any defect, fault or condition: (i)In such aircraft or any part sold, handled or distributed by you or that is manufactured, assembled or processed by any other person or organization according to your specifications, plans, suggestions, orders or drawings; or (ii)With tools, machinery or other equipment furnished to such persons or organizations by you; whether such withdrawn aircraft are owned or operated by the same or different persons or organizations. “Grounding” shall be deemed to commence on the date of an “occurrence” which discloses the necessity of “grounding” or on the date an aircraft is first withdrawn from service because of such condition, whichever comes first. (c)“Testing” means examination, observation, evaluation or measuring of the performance of “aircraft products”, while either in the air or on the ground. Professional Services "Bodily injury", "property damage", or "personal and advertising injury" caused by the rendering of or failure to render any professional service, advice or instruction: (1)By any insured; or (2)On behalf of any insured; or (3)From whom any insured assumed liability by reason of a contract or agreement, regardless of whether any such service, advice or instruction is ordinary to any insured’s profession. Professional services include but are not limited to: (4)Legal, accounting or advertising services, notary, title abstract, tax preparation, real estate, stockbroker, publishing, architects or insurance services; (5)Preparing, approving, or failing to prepare or approve maps, drawings, opinions, reports, surveys, change orders, designs or specifications; (6)Supervisory, inspection or engineering services; (7)Any medical, surgical, dental, x-ray, nursing, health or therapeutic services, treatment, advice or instruction including, but not limited to, the prescribing, furnishing or dispensing of drugs; (8)Any service, treatment, advice or instruction for the purpose of appearance or skin enhancement, hair removal or replacement or personal grooming, including body piercing services or use or exposure to any sun lamp, tanning booth or other similar appliance; (9)Optometry or optical or hearing aid services including the prescribing, preparation, fitting, demonstration or distribution of ophthalmic lenses and similar products or hearing aid devices; (10)Services in the practice of pharmacy; (11)Management, Human Resource, Testing, Media or Public Relations consulting services. This exclusion applies even if a claim alleges negligence or other wrongdoing in the supervision, hiring, employment, training or monitoring of others by an insured, if the “occurrence” which caused the “bodily injury” or “property damage”, or the offense which caused the “personal and advertising injury”, involved the rendering of or failure to render any professional service. Unmanned Aircraft (1)“Bodily injury”, “property damage” or “personal and advertising injury” arising out of the ownership, maintenance, use or entrustment to others of any aircraft that is an “unmanned aircraft”. Use includes operation and “loading and unloading”. This paragraph applies even if the claims against any insured allege negligence or other wrongdoing in the supervision, hiring, employment, training or monitoring of others by that insured, if the “occurrence” which caused the “bodily injury” or “property damage” or the offense which caused the “personal and advertising injury” involved the ownership, maintenance, use or entrustment to others of any aircraft that is an “unmanned aircraft”. This paragraph does not apply to: (a)The use of another’s advertising idea in your “advertisement”; or (b)Infringing upon another’s copyright, trade dress or slogan in your “advertisement”. 822-0001 08 19 Includes copyrighted material of the Insurance Services Office Inc., with its permission.Page 12 of 14 Copyright 2019 The Hanover Insurance Company. All Rights Reserved. (2)For purposes of this endorsement, the following is added to SECTION V – DEFINITIONS: “Unmanned aircraft” means an aircraft that is not: (a)Designed; (b)Manufactured; or (c)Modified after manufacture; to be controlled directly by a person from within or on the aircraft. B.The following is added to SECTION I – COVERAGES, COVERAGE A – BODILY INJURY AND PROPERTY DAMAGE LIABILITY, 2. Exclusions and SECTION I – COVERAGES, COVERAGE C – MEDICAL PAYMENTS,2. Exclusions: Nuclear Energy Liability (1)"Bodily injury" or "property damage": (a)With respect to which an insured under the policy is also an insured under a nuclear energy liability policy issued by the Nuclear Energy Liability Insurance Association, Mutual Atomic Energy Liability Underwriters or Nuclear Insurance Association of Canada, or would be an insured under any such policy but for its termination upon exhaustion of its limit of liability; or (b)Resulting from the "hazardous properties" of "nuclear material" and with respect to which: (i)Any person or organization is required to maintain financial protection pursuant to the Atomic Energy Act of 1954, or any law amendatory thereof; or (ii)The insured is, or had this policy not been issued would be, entitled to indemnity from the United States of America, or any agency thereof, under any agreement entered into by the United States of America, or any agency thereof, with any person or organization. (2)Under COVERAGE C – MEDICAL PAYMENTS, expenses incurred with respect to "bodily injury" resulting from the "hazardous properties" of "nuclear material" and arising out of the operation of a "nuclear facility" by any person or organization. (3)"Bodily injury" or "property damage" resulting from the "hazardous properties" of the "nuclear material"; if: (a)The "nuclear material": (i)Is at any "nuclear facility" owned by, or operated by or on behalf of, an insured; or (ii)Has been discharged or dispersed therefrom; (b)The "nuclear material" is contained in "spent fuel" or "waste" at any time possessed, handled, used, processed, stored, transported or disposed of by or on behalf of an insured; or (c)The "bodily injury" or "property damage" arises out of the furnishing by an insured of services, materials, parts or equipment in connection with the planning, construction, maintenance, operation or use of any "nuclear facility"; but if such facility is located within the United States of America, its territories or possessions or Canada, this Exclusion (3)applies only to "property damage" to such "nuclear facility" and any property thereat. (4)As used in this exclusion: (a)"By-product material" has the meaning given it in the Atomic Energy Act of 1954 or in any law amendatory thereof; (b)"Hazardous properties" include radioactive, toxic or explosive properties; (c)"Nuclear facility" means: (i)Any "nuclear reactor"; (ii)Any equipment or device designed or used for: 1)Separating the isotopes of uranium or plutonium; 2)Processing or utilizing "spent fuel"; or 3)Handling, processing or packaging "waste"; (iii)Any equipment or device used for the processing, fabricating or alloying of "special nuclear material" if at any time the total amount of such material in the custody of the insured at the premises where such equipment or device is located consists of or contains more than 25 grams of plutonium or uranium 233 or any combination thereof, or more than 250 grams of uranium 235; (iv)Any structure, basin, excavation, premises or place prepared or used for the storage or disposal of "waste"; and includes the site on which any of the foregoing is located, all operations 822-0001 08 19 Includes copyrighted material of the Insurance Services Office Inc., with its permission.Page 13 of 14 Copyright 2019 The Hanover Insurance Company. All Rights Reserved. conducted on such site and all premises used for such operations; (d)"Nuclear material" means "source material", "special nuclear material" or "by- product material"; (e)"Nuclear reactor" means any apparatus designed or used to sustain nuclear fission in a self-supporting chain reaction or to contain a critical mass of fissionable material; (f)"Property damage" includes all forms of radioactive contamination of property. (g)"Source material" has the meaning given it in the Atomic Energy Act of 1954 or in any law amendatory thereof; (h)"Special nuclear material" has the meaning given it in the Atomic Energy Act of 1954 or in any law amendatory thereof; (i)"Spent fuel" means any fuel element or fuel component, solid or liquid, which has been used or exposed to radiation in a "nuclear reactor"; (j)"Waste" means any waste material: (i)Containing "by-product material" other than the tailings or wastes produced by the extraction or concentration of uranium or thorium from any ore processed primarily for its "source material" content; and (ii)Resulting from the operation by any person or organization of any "nuclear facility" included under paragraphs (i) and (ii)of the definition of "nuclear facility". C. Amended Exclusion With Coverage Extension SECTION I – COVERAGES, COVERAGE A – BODILY INJURY AND PROPERTY DAMAGE LIABILITY,2. Exclusions,g. Aircraft, Auto or Watercraft is replaced by the following: g. Aircraft (Other Than Unmanned Aircraft), Auto or Watercraft "Bodily injury" or "property damage" arising out of the ownership, maintenance, use or entrustment to others of any aircraft (other than “unmanned aircraft”), "auto" or watercraft owned or operated by or rented or loaned to any insured. Use includes operation and "loading or unloading". This paragraph g. applies even if the claims against any insured allege negligence or other wrongdoing in the supervision, hiring, employment, training or monitoring of others by that insured, if the “occurrence” which caused the "bodily injury" or "property damage" involved the ownership, maintenance, use or entrustment to others of any aircraft (other than “unmanned aircraft”), "auto" or watercraft that is owned or operated by or rented or loaned to any insured. This paragraph g.does not apply to: (a)A watercraft while ashore on premises you own or rent; (b)A watercraft you do not own that is: (i)Less than 51 feet long; and (ii)Not being used to carry persons or property for a charge; (c)Parking an "auto" on, or on the ways next to, premises you own or rent, provided the "auto" is not owned by or rented or loaned to you or the insured; (d)Liability assumed under any "insured contract" for the ownership, maintenance or use of aircraft (other than “unmanned- aircraft”) or watercraft; or (e)"Bodily injury" or "property damage" arising out of: (i)The operation of machinery or equipment that is attached to, or part of, a land vehicle that would qualify under the definition of “mobile equipment” if it were not subject to a compulsory or financial responsibility law or other motor vehicle insurance or motor vehicle registration law where it is licensed or principally garaged; or (ii)The operation of any of the following machinery or equipment: 1)Cherry pickers and similar devices mounted on automobile or truck chassis and used to raise or lower workers; and 2)Air compressors, pumps and generators, including spraying, welding, building cleaning, geophysical exploration, lighting and well-servicing equipment; or (f)An aircraft (other than “unmanned aircraft”) that is: (i)Chartered by, loaned to, or hired by you with a paid crew; and (ii)Not owned by any insured. SECTION V – AMENDED DEFINITIONS A. SECTION V – DEFINITIONS, 3."Bodily injury", 16."Products – completed operations hazard", and 17."Property damage" are replaced by the following: 822-0001 08 19 Includes copyrighted material of the Insurance Services Office Inc., with its permission.Page 14 of 14 Copyright 2019 The Hanover Insurance Company. All Rights Reserved. 3."Bodily injury" means bodily injury, sickness or disease sustained by a person, including death resulting from any of these at any time. “Bodily injury” includes mental anguish or other mental injury resulting from “bodily injury”. 16."Products – completed operations hazard": a.Includes all "bodily injury" and "property damage" occurring away from premises you own or rent and arising out of "your product" or "your work" except: (1)Products that are still in your physical possession; or (2)Work that has not yet been completed or abandoned. However, "your work" will be deemed completed at the earliest of the following times: (a)When all of the work called for in your contract has been completed. (b)When all of the work to be done at the job site has been completed if your contract calls for work at more than one job site. (c)When that part of the work done at the job site has been put to its intended use by any other person or organization other than another contractor or subcontractor working on the same project. Work that may need service, maintenance, correction, repair or replacement, but which is otherwise complete, will be treated as completed. The "bodily injury" or "property damage" must occur away from premises you own or rent, unless your business includes the selling, handling or distribution of "your product" for consumption on premises you own or rent. b.Does not include "bodily injury" or "property damage" arising out of: (1)The transportation of property, unless the injury or damage arises out of a condition in or on a vehicle not owned or operated by you, and that condition was created by the "loading or unloading" of that vehicle by any insured; or (2)The existence of tools, uninstalled equipment or abandoned or unused materials. 17.“Property damage” means: a.Physical injury to tangible property, including all resulting loss of use of that property. All such loss of use shall be deemed to occur at the time of the physical injury that caused it; or b.Loss of use of tangible property that is not physically injured. All such loss of use shall be deemed to occur at the time of the "occurrence" that caused it. For the purposes of this insurance, electronic data is not tangible property. As used in this definition, electronic data means information, facts or programs stored as, created or used on, or transmitted to or from computer software, including systems and applications software, hard or floppy disks, CD-ROMs, tapes, drives, cells, data processing devices or any other media which are used with electronically controlled equipment. ALL OTHER TERMS, CONDITIONS, AND EXCLUSIONS REMAIN UNCHANGED. AWW J242465 01 SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. INSURER(S) AFFORDING COVERAGE INSURER F : INSURER E : INSURER D : INSURER C : INSURER B : INSURER A : NAIC # NAME:CONTACT (A/C, No):FAX E-MAILADDRESS: PRODUCER (A/C, No, Ext):PHONE INSURED REVISION NUMBER:CERTIFICATE NUMBER:COVERAGES IMPORTANT: If the certificate holder is an ADDITIONAL INSURED, the policy(ies) must have ADDITIONAL INSURED provisions or be endorsed. If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy, certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). 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. OTHER: (Per accident) (Ea accident) $ $ N / A SUBR WVD ADDL INSD 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. $ $ $ $PROPERTY DAMAGE BODILY INJURY (Per accident) BODILY INJURY (Per person) COMBINED SINGLE LIMIT AUTOS ONLY AUTOSAUTOS ONLY NON-OWNED SCHEDULEDOWNED ANY AUTO AUTOMOBILE LIABILITY Y / N WORKERS COMPENSATION AND EMPLOYERS' LIABILITY OFFICER/MEMBER EXCLUDED?(Mandatory in NH) DESCRIPTION OF OPERATIONS belowIf yes, describe under ANY PROPRIETOR/PARTNER/EXECUTIVE $ $ $ E.L. DISEASE - POLICY LIMIT E.L. DISEASE - EA EMPLOYEE E.L. EACH ACCIDENT EROTH-STATUTEPER LIMITS(MM/DD/YYYY)POLICY EXP(MM/DD/YYYY)POLICY EFFPOLICY NUMBERTYPE OF INSURANCELTRINSR DESCRIPTION OF OPERATIONS / LOCATIONS / VEHICLES (ACORD 101, Additional Remarks Schedule, may be attached if more space is required) EXCESS LIAB UMBRELLA LIAB $EACH OCCURRENCE $AGGREGATE $ OCCUR CLAIMS-MADE DED RETENTION $ $PRODUCTS - COMP/OP AGG $GENERAL AGGREGATE $PERSONAL & ADV INJURY $MED EXP (Any one person) $EACH OCCURRENCE DAMAGE TO RENTED $PREMISES (Ea occurrence) COMMERCIAL GENERAL LIABILITY CLAIMS-MADE OCCUR GEN'L AGGREGATE LIMIT APPLIES PER: POLICY PRO-JECT LOC CERTIFICATE OF LIABILITY INSURANCE DATE (MM/DD/YYYY) CANCELLATION AUTHORIZED REPRESENTATIVE ACORD 25 (2016/03) © 1988-2015 ACORD CORPORATION. All rights reserved. CERTIFICATE HOLDER The ACORD name and logo are registered marks of ACORD HIREDAUTOS ONLY 02/02/2024 Automatic Data Processing Insurance Agency, Inc. 1 Adp Boulevard Roseland NJ 07068 Automatic Data Processing Insurance Agency, Inc. 1-800-524-7024 Next Practice Partners, LLC 14426 Camden Ln Carmel IN 46074 Sequoia Insurance Company 22985 3446001 A Y N QWC1314998 10/11/2023 10/11/2024 1,000,000 1,000,000 1,000,000 City of Carlsbad 1200 Carlsbad Village Dr Carlsbad CA 92008