Docusign Envelope ID: 798A017E-420D-8A32-80E1-CB1F620B4664
SERVICE PROVIDER AGREEMENT
This SERVICE PROVIDER AGREEMENT ("Agreement") is entered into this day , 20_ ("Effective Date"), by and between the CITY OF ALAMEDA, a municipal corporation ("the City"), and TERI BLACK & CO., a LLC, whose address is 25500 HAWTHORNE BLVD., STE. 1158, TORRANCE, CA 90505 ("Provider" or "Contractor"):
RECITALS
A. The City is a municipal corporation duly organized and validly existing under the laws of the State of California with the power to carry on its business as it is now being conducted under the statutes of the State of California and the Charter of the City.
The City is in need of the following services: specialized management and xecutive recruiting services. City staff issued a Request for Proposals with a submittal period of twenty-six (26) days and received nineteen (19) timely submitted bids or proposals, and selected the service providers that best meets the City's need for services or materials C. Provider is specially trained, experienced and competent to perform the special services which will be required by this Agreement.
D. Whereas, the City Council authorized the City Manager to execute this agreement on
E. The City and Provider desire to enter into an agreement for specialized management and recruiting services, upon the terms and conditions herein.
NOW, THEREFORE, in consideration of the mutual covenants and conditions contained herein, and for good and valuable consideration, the receipt and adequacy of which are hereby acknowledged, the City and Provider agree as follows:
AGREEMENT
TERM:
The term of this Agreement shall commence on the day of 20_, and shall terminate on the 31 day of October, 2028, unless terminated earlier as set forth herein.
2. SERVICES TO BE PERFORMED:
Provider agrees to do all necessary work at its own cost and expense, to furnish all labor, tools, equipment, materials, except as otherwise specified, and to do all necessary work included in Exhibit 'À as requested. Provider acknowledges that the work plan included in Exhibit A is tentative and does not commit the City to request Provider to perform all tasks included therein.
COMPENSATION TO PROVIDER:
a. By the 7' day of each month, Provider shall submit to the City an invoice for the total amount of work done the previous month. Pricing and accounting of charges are to be Teri Black & Co. 1 Version 7-1-26
Docusign Envelope ID: 798A017E-420D-8A32-80E1-CB1F620B4664 according to the fee schedule as set forth in Exhibit B and incorporated herein by this reference.
Extra work must be approved in writing by the City Manager or their designee prior to performance and shall be paid on a Time and Material basis as set forth in Exhibit B. b. The total two-year compensation for this Agreement shall not exceed $250,000.
Use of contingency shall be for items of work outside the original scope and requires prior written authorization by the City.
4. TIME IS OF THE ESSENCE:
Provider and the City agree that time is of the essence regarding the performance of this Agreement.
5. STANDARD OF CARE:
Provider shall perform all services under this Agreement in a skillful and competent manner, consistent with the standards generally recognized as being employed by professionals in the same discipline in the State of California. Provider represents that it is skilled in the professional calling necessary to perform all services contracted for in this Agreement. Provider further represents that all of its employees and subcontractors shall have sufficient skill and experience to perform the duties assigned to them pursuant to and in furtherance of this Agreement. Provider further represents that it (and its employees and subcontractors) have all licenses, permits, qualifications, and approvals of whatever nature that are legally required to perform the services (including a City Business License, as needed); and that such licenses and approvals shall be maintained throughout the term of this Agreement. Provider shall perform (at its own cost and expense and without reimbursement from the City) any services necessary to correct errors or omissions which are caused by Provider's failure to comply with the standard of care provided for herein. Any employee of the Provider or its sub-providers who is determined by the City to be uncooperative, incompetent, a threat to the adequate or timely completion of any services under this Agreement, or a threat to the safety of persons or property (or any employee who fails or refuses to perform the services in a manner acceptable to the City shall be promptly removed by the Provider and shall not be re-employed to perform any further services under this Agreement.
6. INDEPENDENT PARTIES:
Provider hereby declares that Provider is engaged as an independent business and Provider agrees to perform the services as an independent contractor. The manner and means of conducting the services and tasks are under the control of Provider except to the extent they are limited by statute, rule or regulation and the express terms of this Agreement. No civil service status or other right of employment shall be acquired by virtue of Provider's services. None of the benefits provided by the City to its employees, including but not limited to unemployment insurance, workers' compensation plans, vacation and sick leave, are available from the City to Provider, its employees or agents. Deductions shall not be made for any state or federal taxes, FICA payments, PERS payments, or other purposes normally associated with an employer- employee relationship from any compensation due to Provider. Payments of the above items, if required, are the responsibility of Provider. Any personnel performing the services under this Teri Black & Co. ( 2 Version 7-1-26
Docusign Envelope ID: 798A017E-420D-8A32-80E1-CB1F620B4664 Agreement on behalf of Provider shall also not be employees of City and shall at all times be under Provider's exclusive direction and control.
7. IMMIGRATION REFORM AND CONTROL ACT (IRCA):
Provider assumes any and all responsibility for verifying the identity and employment authorization of all of its employees performing work hereunder, pursuant to all applicable IRCA or other federal, or state rules and regulations. Provider shall indemnify, defend (with counsel acceptable to the City) and hold harmless the City Indemnitees (as defined in Section 9, below) from and against any loss, damage, liability, costs or expenses arising from any noncompliance of this provision by Provider.
8. NON-DISCRIMINATION:
Consistent with the City's policy and state and federal law that harassment and discrimination are unacceptable conduct, Provider and its employees, contractors, and agents shall not harass or discriminate against any job applicant, City employee, or any other person on the basis of any kind of any statutorily (federal, state or local) protected class, including but not limited to: race, religious creed, color, national origin, ancestry, disability (both mental and physical) including HIV and AIDS, medical condition (e.g. cancer), genetic information, marital status, sex, gender, gender identity, gender expression, age, sexual orientation, pregnancy, political affiliation, military and veteran status or legitimate union activities. Such non- discrimination shall include but not be limited to all activities related to initial employment, upgrading, demotion, transfer, recruitment or recruitment advertising, layoff, or termination.
Provider agrees that any violation of this provision shall constitute a material breach of this Agreement.
HOLD HARMLESS:
To the fullest extent permitted by law, Provider shall indemnify, defend (with counsel acceptable to the City) and hold harmless the City, its City Council, boards, commissions, officials, employees, agents and volunteers ("City Indemnitees") from and against any and all loss, damages, liability, obligations, claims, suits, judgments, costs and expenses whatsoever, including reasonable attorney's fees and costs of litigation ("Claims"), arising from or in any manner connected to Provider's performance of its obligations under this Agreement or out of the operations conducted by Provider even if City Indemnitees are alleged to have been negligent. If the Claims filed against City Indemnitees allege negligence, recklessness or willful misconduct on the part of Provider, Provider shall have no right of reimbursement against Indemnitees for the costs of defense even if negligence, recklessness or willful misconduct is not found on the part of Provider. Provider shall not have any obligations to indemnify City Indemnitees if the loss or damage is found to have resulted solely from the negligence or the willful misconduct of City Indemnitees. The defense and indemnification obligations of this Agreement are undertaken in addition to, and shall not in any way be limited by, the insurance obligations contained in this Agreement.
b. As to Claims for professional liability only, Provider's obligation to defend Indemnitees (as set forth above) is limited as provided in California Civil Code Section 2782.8.
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Docusign Envelope ID: 798A017E-420D-8A32-80E1-CB1F620B4664 C. Provider's obligation to indemnify, defend and hold harmless City Indemnitees shall expressly survive the expiration or early termination of this Agreement.
10. INSURANCE:
a. On or before the commencement of the terms of this Agreement, Provider shall furnish the City's Risk Manager with certificates showing the type, amount, class of operations covered, effective dates and dates of expiration of insurance coverage in compliance with Sections 10.b. (1) through (4). The Certificate Holder should be The City of Alameda, 2263 Santa Clara, Ave., Alameda, CA 94501. Such certificates, which do not limit Provider's indemnification, shall also contain substantially the following statement:
"Should any of the above insurance covered by this certificate be canceled or coverage reduced before the expiration date thereof the insurer affording coverage shall provide thirty (30) days advance written notice to the City of Alameda. Attention: Risk Manager."
Provider shall maintain in force at all times during the performance of this Agreement all appropriate coverage of insurance required by this Agreement with an insurance company licensed to offer insurance business in the State of California with a current A.M. Best's rating of no less than A:VII or Standard & Poor's Rating (if rated) of at least BBB unless otherwise acceptable to the City. Provider shall deliver updated insurance certificates to the City at the address described in Section 17.f. prior to the expiration of the existing insurance certificate for the duration of the term of Agreement. Endorsements naming the City, its City Council, boards, commissions, officials, employees, agents, and volunteers as additional insured shall be -DS • Initial
submitted with the insurance certificates.
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Provider Initials
COVERAGE REQUIREMENTS:
Provider shall maintain insurance coverage and limits at least as broad as:
(1) Workers' Compensation:
Statutory coverage as required by the State of California, as well as a Waiver of Subrogation (Rights of Recovery) endorsement. (2) Liability:
Commercial general liability coverage in the following minimum limits:
Bodily Injury: $1,000,000 each occurrence
$2,000,000 aggregate - all other
Property Damage: $1,000,000 each occurrence
$2,000,000 aggregate
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Docusign Envelope ID: 798A017E-420D-8A32-80E1-CB1F620B4664 If submitted, combined single limit policy with per occurrence limits in the amounts of $2,000,000 and aggregate limits in the amounts of $4,000,000 shall be considered equivalent to the required minimum limits shown above.
Provider shall also submit declarations and policy endorsements pages. The Additional Insured Endorsement shall include primary and non-contributory coverage at least as broad as the CG 2010.
(3) Automotive:
Comprehensive automobile liability coverage (any auto) in the following minimum limits:
Bodily injury: $1,000,000 each occurrence
Property Damage: $1,000,000 each occurrence
or
Combined Single Limit: $1,000,000 each occurrence
(4) Professional Liability:
Professional liability insurance which includes coverage appropriate for the professional acts, errors and omissions of Provider's profession and work hereunder, including, but not limited to, technology professional liability errors and omissions if the services being provided are technology-based, in the following minimum limits:
$2,000,000 each claim
Technology professional liability errors and omissions shall include, or be endorsed to include, property damage liability coverage for damage to, alteration of, loss of, or destruction of electronic data and/or information "property" of the City in the care, custody, or control of Provider. If not covered under Provider's liability policy, such "property" coverage of the City may be endorsed onto Provider's Cyber Liability Policy as covered property as follows: cyber liability coverage in an amount sufficient to cover the full replacement value of damage to, alteration of, loss of, or destruction of electronic data and/or information "property" of the City that will be in the care, custody, or control of Provider.
C. SUBROGATION WAIVER:
Provider hereby agrees to waive rights of subrogation that any insurer of Provider may acquire from Provider by virtue of the payment of any loss. Provider agrees to obtain any endorsement that may be necessary to affect this waiver of subrogation, but this provision applies regardless of whether the City has received a waiver of subrogation endorsement from the insurer.
The Workers' Compensation policy shall be endorsed with a waiver of subrogation in favor of the City for all work performed by Provider, its employees, agents and subcontractors. d. FAILURE TO SECURE:
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Docusign Envelope ID: 798A017E-420D-8A32-80E1-CB1F620B4664 If Provider at any time during the term hereof should fail to secure or maintain the foregoing insurance, the City shall be permitted to obtain such insurance in Provider's name or as an agent of Provider and shall be compensated by Provider for the costs of the insurance premiums at the maximum rate permitted by law and computed from the date written notice is received that the premiums have not been paid.
e. ADDITIONAL INSUREDS:
The City, its City Council, boards, commissions, officials, employees, agents, and volunteers shall be named as additional insured(s) under all insurance coverages, except workers' compensation and professional liability insurance. The naming of an additional insured shall not affect any recovery to which such additional insured would be entitled under this policy if not named as such additional insured. An additional insured named herein shall not be held liable for any premium, deductible portion of any loss, or expense of any nature on this policy or any extension thereof. Any other insurance held by an additional insured shall not be required to contribute anything toward any loss or expense covered by the insurance provided by this policy.
The additional insured coverage under the Contractor's policy shall be primary and non- contributory and shall not seek contribution from the City's insurance or self-insurance. Any available insurance proceeds broader than or in excess of the specified minimum insurance coverage requirements and/or limits shall be available to the additional insured(s). f. SUFFICIENCY OF INSURANCE:
The insurance limits required by the City are not represented as being sufficient to protect Provider. Provider is advised to consult Provider's insurance broker to determine adequate coverage for Provider. The coverage and limits shall be (1) the minimum coverage and limits specified in this Agreement; or (2) the broader coverage and maximum limits of the coverage carried by or available to Provider; whichever is greater.
EXCESS OR UMBRELLA LIABILITY:
If any Excess or Umbrella Liability policies are used to meet the limits of liability required by this Agreement, then said policies shall be true "following form" of the underlying policy coverage, terms, conditions, and provisions and shall meet all of the insurance requirements stated in this Agreement, including but not limited to, the additional insured, SIR, and primary insurance requirements stated therein. No insurance policies maintained by the City Indemnitees or Additional Insureds, whether primary or excess, and which also apply to a loss covered hereunder, shall be called upon to contribute to a loss until all the primary and excess liability policies carried by or available to the Provider are exhausted. If a Provider is using an Excess Liability policy to supplement any insurance coverage required by this Agreement, they must submit the Excess Liability policy in full.
11. CONFLICT OF INTEREST:
Provider represents that it has no known relationships with third parties, City Council members, or employees of City which would 1) present a conflict of interest with the rendering of services under this agreement under Government Code Section 1090, the Political Reform Act (Government Code Section 81000 et seq.), or other applicable law; 2) prevent Provider from performing the terms of this Agreement; or 3) present a significant risk of disclosure of confidential information.
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Docusign Envelope ID: 798A017E-420D-8A32-80E1-CB1F620B4664
12. PROHIBITION AGAINST TRANSFERS:
a. Provider shall not assign, sublease, hypothecate, or transfer this Agreement, or any interest therein, directly or indirectly, by operation of law or otherwise, without prior written consent of the City Manager. Provider shall submit a written request for consent to transfer to the City Manager at least thirty (30) days in advance of the desired transfer. The City Manager or their designee may consent or reject such request in their sole and absolute discretion. Any attempt to do so without said consent shall be null and void, and any assignee, sublessee, hypothecate or transferee shall acquire no right or interest by reason of such attempted assignment, hypothecation or transfer. However, claims for money against the City under this Agreement may be assigned by Provider to a bank, trust company or other financial institution without prior written consent.
The sale, assignment, transfer or other disposition of any of the issued and outstanding capital stock, membership interest, partnership interest, or the equivalent, which shall result in changing the control of Provider, shall be construed as an assignment of this Agreement. Control means fifty percent or more of the voting power of Provider.
13. APPROVAL OF SUB-PROVIDERS:
a. Only those persons and/or businesses whose names and resumés are attached to this Agreement shall be used in the performance of this Agreement. However, if after the start of this Agreement, Provider wishes to use sub-providers, at no additional costs to the City, then Provider shall submit a written request for consent to add sub-providers including the names of the sub-providers and the reasons for the request to the City Manager at least five (5) days in advance. The City Manager may consent or reject such requests in their sole and absolute discretion.
Each sub-provider shall be required to furnish proof of workers' compensation insurance and shall also be required to carry general, automobile and professional liability insurance (as applicable) in reasonable conformity to the insurance carried by Provider.
In addition, any tasks or services performed by sub-providers shall be subject to each provision of this Agreement. Provider shall include the following language in their agreement with any sub-provider: "Sub-providers hired by Provider agree to be bound to Provider and the City in the same manner and to the same extent as Provider is bound to the City."
d. The requirements in this Section 13 shall not apply to persons who are merely providing materials, supplies, data or information that Provider then analyzes and incorporates into its work product.
14. PERMITS AND LICENSES:
Provider, at its sole expense, shall obtain and maintain during the term of this Agreement, all appropriate permits, certificates and licenses, including a City business license that may be required in connection with the performance of the services and tasks hereunder.
15. REPORTS:
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Docusign Envelope ID: 798A017E-420D-8A32-80E1-CB1F620B4664 a. Each and every report, draft, work product, map, record and other document produced, prepared or caused to be prepared by Provider pursuant to or in connection with this Agreement shall be the exclusive property of the City.
b. No report, information or other data given to or prepared or assembled by Provider pursuant to this Agreement shall be made available to any individual or organization by Provider without prior approval of the City Manager or their designee.
C. Provider shall, at such time and in such form as City Manager or their designee may require, furnish reports concerning the status of services and tasks required under this Agreement.
16. RECORDS:
a. Generally, the City has the right to conduct audits of Provider's financial, performance and compliance records maintained in connection with Provider's operations and services performed under the Agreement. In the event of such audit, Provider agrees to provide the City with reasonable access to Provider's employees and make all such financial (including annual financial statements signed by an independent CPA), performance and compliance records available to the City. City agrees to provide Provider an opportunity to discuss and respond to any findings before a final audit report is filed.
Provider shall maintain complete and accurate records with respect to the services, tasks, work, documents and data in sufficient detail to permit an evaluation of Provider's performance under the Agreement, as well as maintain books and records related to sales, costs, expenses, receipts and other such information required by the City that relate to the performance of the services and tasks under this Agreement (collectively the "Records").
C. All Records shall be maintained in accordance with generally accepted accounting principles and shall be clearly identified and readily accessible. Provider shall provide free access to the Records to the representatives of the City or its designees during regular business hours upon reasonable prior notice. The City has the right to examine and audit the Records, and to make copies or transcripts therefrom as necessary, and to allow inspection of all proceedings and activities related to this Agreement. Such Records, together with supporting documents, shall be kept separate from other documents and records and shall be maintained by Provider for a period of three (3) years after receipt of final payment. d. If supplemental examination or audit of the Records is necessary due to concerns raised by the City's preliminary examination or audit of records, and the City's supplemental examination or audit of the records discloses a failure to adhere to appropriate internal financial controls, or other breach of this Agreement or failure to act in good faith, then Provider shall reimburse the City for all reasonable costs and expenses associated with the supplemental examination or audit.
17. NOTICES:
a. All notices shall be in writing and delivered: (i) by hand; or (ii) sent by registered, express, or certified mail, with return receipt requested or with delivery confirmation requested Teri Black & Co. 8 Version 7-1-26
Docusign Envelope ID: 798A017E-420D-8A32-80E1-CB1F620B4664 from the U.S. postal service; or (iii) sent by overnight or same day courier service at the party's respective address listed in this Section 17.
b. Each notice shall be deemed to have been received on the earlier to occur of:
actual delivery or the date on which delivery is refused; or three (3) days after notice is deposited in the U.S. mail or with a courier service in the manner described above (Sundays and City holidays excepted).
C. Either party may, at any time, change its notice address (other than to a post office box address) by giving the other party three (3) days prior written notice of the new address. d. All notices, demands, requests, or approvals from Provider to the City shall be addressed to the City at:
City of Alameda
Human Resources
2263 Santa Clara Ave., Rm. 290
Alameda, CA 94501
ATTENTION: Noelle White, Human Resources Director
Ph: (510) 747-4900
e. All notices, demands, requests, or approvals from the City to Provider shall be addressed to Provider at:
Teri Black & Co.
25500 Hawthorne Blvd., Ste. 1158
Torrance, CA, 90505
ATTENTION: Tracey Carlson, Director of Client & Candidate Care Ph: (424) 355-8885
Email address: [email protected]
f. All updated insurance certificates from Provider to the City shall be addressed to the City at:
City of Alameda
Human Resources
2263 Santa Clara Blvd., Rm. 290
Alameda, CA 94501
ATTENTION: Noelle White, Human Resources Director
Ph: (510) 747-4900 / [email protected]
18. SAFETY:
a. Provider shall be solely and completely responsible for conditions of all vehicles owned or operated by Provider, including the safety of all persons and property during performance of the services and tasks under this Agreement. This requirement shall apply continuously and not be limited to normal working hours. In addition, Provider shall comply with all safety provisions in conformance with U.S. Department of Labor Occupational Safety and Health Act, any equivalent state law, and all other applicable federal, state, county and local Teri Black & Co. ( 9 Version 7-1-26
Docusign Envelope ID: 798A017E-420D-8A32-80E1-CB1F620B4664 laws, ordinances, codes, and any regulations that may be detailed in other parts of the Agreement. Where any of these are in conflict, the more stringent requirements shall be followed. Provider's failure to thoroughly familiarize itself with the aforementioned safety provisions shall not relieve it from compliance with the obligations and penalties set forth herein. b. Provider shall immediately notify the City within 24 hours of any incident of death, serious personal injury or substantial property damage that occurs in connection with the performance of this Agreement. Provider shall promptly submit to the City a written report of all incidents that occur in connection with this Agreement. This report must include the following information: (i) name and address of injured or deceased person(s); (ii) name and address of Provider's employee(s) involved in the incident; (iii) name and address of Provider's liability insurance carrier; (iv) a detailed description of the incident; and (V) a police report.
19. TERMINATION:
a. In the event Provider fails or refuses to perform any of the provisions hereof at the time and in the manner required hereunder, Provider shall be deemed in default in the performance of this Agreement. If such default is not cured within two (2) business days after receipt by Provider from the City of written notice of default, specifying the nature of such default and the steps necessary to cure such default, the City may thereafter immediately terminate the Agreement forthwith by giving to Provider written notice thereof. b. The foregoing notwithstanding, the City shall have the option, at its sole discretion and without cause, of terminating this Agreement by giving seven (7) days' prior written notice to Provider as provided herein.
C. Upon termination of this Agreement either for cause or for convenience, each party shall pay to the other party that portion of compensation specified in this Agreement that is earned and unpaid prior to the effective date of termination. The obligation of the parties under this Section 19(c) shall survive the expiration or early termination of this Agreement.
20. ATTORNEYS' FEES:
In the event of any litigation, including administrative proceedings, relating to this Agreement, including but not limited to any action or suit by any party, assignee or beneficiary against any other party, beneficiary or assignee, to enforce, interpret or seek relief from any provision or obligation arising out of this Agreement, the parties and litigants shall bear their own attorney's fees and costs. No party or litigant shall be entitled to recover any attorneys' fees or costs from any other party or litigant, regardless of which party or litigant might prevail.
21. HEALTH AND SAFETY REQUIREMENTS.
Provider acknowledges and agrees that the City shall have the right to impose, at the City's sole discretion, requirements that it deems are necessary to protect the health and safety of the City employees, residents, and visitors. Provider also acknowledges and agrees to make available to the City, at the City's request, records to demonstrate Provider's compliance with this Section.
22. COMPLIANCE WITH ALL APPLICABLE LAWS:
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Docusign Envelope ID: 798A017E-420D-8A32-80E1-CB1F620B4664 During the term of this Agreement, Provider shall keep fully informed of all existing and future state and federal laws and all municipal ordinances and regulations of the City of Alameda which affect the manner in which the services or tasks are to be performed by Provider, as well as all such orders and decrees of bodies or tribunals having any jurisdiction or authority over the same. Provider shall comply with all applicable laws, state and federal and all ordinances, rules and regulations enacted or issued by the City. Provider shall indemnify, defend (with counsel acceptable to the City) and hold harmless the City Indemnitees from any claim or liability arising out of any failure or alleged failure to comply with such laws and regulations pursuant to the indemnification provisions of this Agreement.
23. CONFLICT OF LAW:
This Agreement shall be interpreted under, and enforced by the laws of the State of California without regard to any choice of law rules which may direct the application of laws of successors of those authorities). Any suits brought pursuant to this Agreement shall be filed with the courts of the County of Alameda, State of California.
24. WAIVER:
A waiver by the City of any breach of any term, covenant, or condition contained herein shall not be deemed to be a waiver of any subsequent breach of the same or any other term, covenant, or condition contained herein, whether of the same or a different character.
25. INTEGRATED CONTRACT:
Subject to the language of Section 33, the Recitals and exhibits are a material part of this Agreement and are expressly incorporated herein. This Agreement represents the full and complete understanding of every kind or nature whatsoever between the parties hereto, and all preliminary negotiations and agreements of whatsoever kind or nature are merged herein. No verbal agreement or implied covenant shall be held to vary the provisions hereof. Any modification of this Agreement shall be effective only by written execution signed by both the City and Provider.
26. PREVAILING WAGES:
Provider acknowledges the requirements of, and agrees to comply with, California Labor Code Section 1720, et seq., and 1770, et seg. as well as California Code of Regulations, Title 8, Section 1600, et seq., ("Prevailing Wage Laws") which require the payment of prevailing wage rates and the performance of other requirements on "public works" and "maintenance" projects.
Provider agrees to fully comply with such Prevailing Wage Laws it the services are being performed as part of an applicable "public works" or "maintenance" project as defined by the Prevailing Wage Laws and if the total compensation is $1,000 or more. City, upon Provider's request, shall provide Provider with a copy of the prevailing rates of per diem wages in effect at the commencement of this Agreement. Provider shall make copies of the prevailing rates of per diem wages for each craft, classification, or type of worker needed to execute the services available to interested parties upon request; and shall post copies at the Provider's principal place of business and at the project site. Provider shall indemnify, defend (with counsel acceptable to Teri Black & Co. ( 11 Version 7-1-26
Docusign Envelope ID: 798A017E-420D-8A32-80E1-CB1F620B4664 the City) and hold harmless the City Indemnitees from any claim or liability arising out of any failure or alleged failure to comply with the Prevailing Wage Laws.
27. DEPARTMENT OF INDUSTRIAL RELATIONS COMPLIANCE AND
PREVAILING WAGE REQUIREMENTS ON PUBLIC WORKS PROJECTS:
a. For purposes of Sections 27 through 29 of this Agreement, the terms "claim", "contractor", "public works project" and "subcontractor" shall have the same meanings set forth in Public Contract Code Section 9204.
b. No contractor or subcontractor may be listed on a bid proposal for a public works project, nor engage in the performance of any public work contract, unless registered with the Department of Industrial Relations pursuant to Labor Code Section 1725.5 (with the limited exceptions for certain bids pursuant to Labor code Section 1771.1(a)). Registration instructions may be found at the following website: https://www.dir.ca.gov/Public-Works/Contractor- Registration.html
C. All contractors and subcontractors must furnish electronic certified payroll records directly to the Labor Commissioner at the following website:
https://www.dir.ca.gov/Public-Works/Certified-Payroll-Reporting.html d. Contractor is required to post all job site notices as prescribed by State law. (See 8 Cal. Code Regs, § 16451(d).)
e. In executing this Agreement, Contractor acknowledges and agrees that the work authorized by this Agreement may be subject to compliance monitoring and enforcement by the Department of Industrial Relations.
28. REGISTRATION OF CONTRACTORS:
Before submitting bids for any work authorized by this Agreement, contractors shall be licensed in accordance with the provisions of Chapter 9, Division 3, of the Business and Professions Code of the State of California.
29. PUBLIC CONTRACT CODE SECTION 9204 SUMMARY:
Notwithstanding anything else to the contrary stated in the Information For Bidders (IFB) or other documents associated with this Agreement, all claims, regardless of dollar amount, submitted between January 1, 2017 and January 1, 2027 related to work performed or scheduled to be performed pursuant to this Agreement shall be governed by Public Contract Code Section 9204 and this section. The following provisions and procedures shall apply:
Contractor shall submit each Claim (whether for a time extension, payment for money or damages) in writing and in compliance with Public Contract Code Section 9204.
Contractor must include reasonable documentation to support each claim. b. Upon receipt of a claim, the City shall conduct a reasonable review and respond in writing within 45 days of receipt and shall identify in a written statement what portions of the Teri Black & Co. 12 Version 7-1-26
Docusign Envelope ID: 798A017E-420D-8A32-80E1-CB1F620B4664 claim are disputed and undisputed. Undisputed portions of the claim shall be processed and paid within 60 days of the written statement. Undisputed amounts not paid in a timely manner shall bear interest at 7% per annum. The City and Contractor may mutually agree to extend the 45 day response time.
C. If the City needs approval from the City Council to provide a written statement, the 45 days may be extended to 3 days following the next duly noticed public meeting pursuant to Public Contract Code Section 9204(d)(1)(C).
d. If the City fails to timely respond to a claim or if Contractor disputes the City's response, Contractor may submit a written demand for an informal meet and confer conference with the City to settle the issues in dispute. The demand must be sent via registered or certified mail, return receipt requested. Upon receipt, the City shall schedule the conference within 30 days.
e. Within 10 business days following the informal meet and confer conference, the City shall submit to Contractor a written statement describing any issues remaining in dispute and that portion which is undisputed. Undisputed portions of the claim shall be processed and paid within 60 days of the written statement. Undisputed amounts not paid in a timely manner shall bear interest at 7% per annum. The issues remaining in dispute shall be submitted to non- binding mediation. If the City and Contractor mutually agree on a mediator, each party shall pay equal portions of all associated costs. If within 10 business days, the City and Contractor cannot agree on a mediator, each party shall select a mediator (paying all costs associated with their selected mediator), and those mediators shall select a qualified neutral third party to mediate the disputed issues. The City and Contractor shall pay equal portions of all associated costs of such third party mediator.
f. Unless otherwise agreed by the City and Contractor, any mediation conducted hereunder shall excuse any further obligation under Public Contract Code Section 20104.4 to mediate after litigation has commenced.
The City reserves all rights and remedies that it has pursuant to this Agreement, any associated plans and specifications, or at law or in equity which are not in conflict with Public Contract Code 9204.
30. CAPTIONS:
The captions in this Agreement are for convenience only, are not a part of the Agreement and in no way affect, limit or amplify the terms or provisions of this Agreement.
31. COUNTERPARTS:
This Agreement may be executed in any number of counterparts (including by fax, PDF, DocuSign, or other electronic means), each of which shall be deemed an original, but all of which shall constitute one and the same instrument.
32. SIGNATORY:
Teri Black & Co. Version 7-1-26
Docusign Envelope ID: 798A017E-420D-8A32-80E1-CB1F620B4664 By signing this Agreement, signatory warrants and represents that they executed this Agreement in their authorized capacity and that by their signature on this Agreement, they or the entity upon behalf of which they acted, executed this Agreement.
33. CONTROLLING AGREEMENT:
In the event of a conflict between the terms and conditions of this Agreement (as amended, supplemented, restated or otherwise modified from time to time and any other terms and conditions wherever contained, including, without limitation, terms and conditions included within exhibits, the terms and conditions of this Agreement shall control and be primary.
Teri Black & Co. 14 Version 7-1-26
Docusign Envelope ID: 798A017E-420D-8A32-80E1-CB1F620B4664 [REMAINDER OF PAGE INTENTIONALLY LEFT BLANKI
Teri Black & Co. 15 Version 7-1-26
Docusign Envelope ID: 798A017E-420D-8A32-80E1-CB1F620B4664 IN WITNESS WHEREOF, the parties have each caused this Agreement to be duly executed on its behalf as of the Effective Date.
TERI BLACK & CO. CITY OF ALAMEDA
a LLC, a municipal corporation
- DocuSigned by:
teri Black
Gerry Beaudin
President & Founder/Owner City Manager
- Signed by:
RECOMMENDED FOR APPROVAL
JOSEPHBRANN
Joseph..
- DocuSigned by:
CEO Noelle White
Human Resources Director
APPROVED AS TO FORM:
City Attorney
- Signed by:
Dauglas w. MeMpanaudy
Douglas W. McManaway
Assistant City Attorney
Docusign Envelope ID: 798A017E-420D-8A32-80E1-CB1F620B4664 Appendix A
IV. RECRUITMENT STRATEGY & PROJECT TIMELINE
The talent acquisition strategy that follows describes four complete phases of a comprehensive recruitment for executive and management level positions.
PHASE I
Client Feedback & Involvement
The lead recruiter will work closely with the Client to design a customized ideal candidate profile and recruitment strategy in accordance with the Client's desires and expectations. It is our goal to gain a complete understanding of the experience, knowledge, expertise, and strengths the organization seeks in new professionals, as well as to learn about a department's priorities, current and upcoming challenges, organizational culture, and the composition of the overall management team.
At the hiring authority's discretion, the lead recruiter can meet with various stakeholders, including department heads and other internal stakeholders, as deemed appropriate. These supplemental meetings sometimes allow us to obtain additional feedback and gain a broader understanding of the community, along with the organization's culture and inner workings. This additional knowledge can often be helpful to the recruiters as they assess the critical factors relating to candidate "fit" later in the process. Because our clients know their organizations best, we rely on their guidance to determine the best sources of information upon launching each assignment.
In order for TBC to represent the opportunity with conviction and credibility, we prefer to get as much information and feedback as possible before each recruitment is officially launched.
Because our clients know their organization best, we rely on their guidance to determine the best sources of information upon launching each assignment.
Strategy Refinement
Following the gathering of feedback, TBC will develop detailed timelines and proposed methodologies to attract the best possible candidates. The timelines and overall strategies will be reviewed and approved by the Client before execution.
Material Development & Production
Immediately following the client feedback activities, the lead recruiter will draft advertising and recruitment brochure text for the Client's review. This information (description of community, culture, organizations, departments, ideal candidate profiles, and compensation/benefits, etc.) should accurately summarize what was learned from the feedback sources.
PHASE II
Advertising & Marketing
Once the recruiters develop a clear understanding of what the Client is seeking, TBC will create customized advertising, marketing, and social media campaigns for the recruitments.
Both the traditional and electronic campaigns will be interrelated to ensure the positions have a powerful presence in the marketplace.
9 Docusign Envelope ID: 798A017E-420D-8A32-80E1-CB1F620B4664 Once the advertising is executed, TBC will distribute the recruitment brochures with personalized cover letters to our national network of professional contacts in our database for the respective searches. Both e-mail and traditional mail are utilized in our marketing efforts.
The jobs will also be promoted through the firm's social media presence via Linkedin and Facebook.
Linked in
Personalized Outreach
As an intensive follow-up to the direct mail campaigns, the recruiters will personally contact the targeted individuals and generate new contacts through referrals from respected sources.
The most impressive candidates are usually found this way, and it frequently requires several persuasive conversations to attract them into a recruitment if they are content and successful in their current position. The majority of highly qualified candidates will not necessarily respond to an advertisement; therefore, extensive proactive outreach is required.
Our clients pay for results, and that's exactly what we deliver. TBC dedicates an extraordinary amount of time to discovering new talent. With the number of retirements and movement in the industry, there has been a tremendous loss of executive/ management talent in the profession. In response, we invest more time and resources in finding undiscovered superstars across the country and within the state. While most of our competitors charge additional consulting fees beyond a specific threshold, we do not limit the number of consulting hours, travel, or meetings dedicated to any given project.
PHASE III
Resume Assessment
While the lead recruiter will review resumes as they are received, a final detailed review of each submission will be conducted immediately following the closing date of the respective recruitment. Those candidates determined to be the most highly qualified will be selected for screening interviews.
The TBC online application system was introduced to the market more than a decade ago and was the first in the public sector executive search industry. Leveraging the power, reach, and accessibility of the internet, TBC pioneered a modern digital experience for both candidates and clients. Since then, some of our competitors have followed suit, but TBC continues to set the bar with enhanced website and online application security features and secure candidate database storage to keep candidate information safe and confidential.
Screening Interviews
TBC does not restrict the number of candidates to be screened. Rather, we interview every candidate who meets our Client's criteria. As a rule, this group typically consists of 6-12 candidates. The number of candidates screened ranges from just a handful of professionals for highly specialized positions to more than 20 for highly coveted opportunities. The screening interviews are typically conducted by video or phone.
10 Docusign Envelope ID: 798A017E-420D-8A32-80E1-CB1F620B4664 Recruitment Report
Following the completion of the screening interviews, the recruiters will develop written reports that include: a master list of all the applicants, resumes and cover letters for each candidate interviewed, a one-page profile summarizing each candidate's professional history, plus an overview of the recruiter's initial assessment of each individual based on their experience and the results of their screening interview.
TBC will send electronic reports to the Client's designated recipients in advance of a scheduled meeting dedicated to reviewing the recruitment results, discussing each candidate screened, and planning the final stages of the selection process.
Candidate Communications & Care
Throughout the recruitment process, TBC will be responsible for communicating with candidates at each stage of the search. In addition, the Client should feel free to refer any inquiries from potential or existing candidates directly to the recruiters at any time during the engagement. We handle all administrative aspects of the assignment.
TBC is extremely attentive to internal candidates. Our recruiters make sure they understand the process and are kept informed at every juncture, as they may never have worked with a recruiter before. We strive to exceed the expectations of candidates throughout our engagements, as it is critical that all the participants, regardless of whether or not they are selected, have a positive experience and leave the process with a favorable impression of the City of Alameda.
PHASE IV
Selection Process & Confidentiality
TBC will design and administer appropriate final selection processes in partnership with the Client. Most traditional selection processes entail at least one or two panel interviews, followed by the appointing authority spending time with the highest-ranked candidates.
Our team will prepare the materials for the panel interviews, arrange for follow-up interviews with the Client, and coordinate all logistics with the candidates. If additional selection activities are desired, TBC will assist with designing and facilitating written exercises, presentations, problem-solving scenarios, etc. We tailor the process to best meet the Client's needs and will assist the decision makers with deliberations. Lastly, it is critical that candidates' confidentiality be respected and maintained to the greatest degree possible to maintain the integrity of the process.
Given the fierce and relentless competition for the best talent, we now encourage our clients to be flexible and nimble with regard to how the final stage of each process is structured. To secure the best options for our clients, we frequently recommend a targeted, highly accelerated approach when we believe a uniquely talented candidate warrants such attention. We tailor our processes to best meet our Client's needs with the end goal in mind.
Our professional fee includes the equivalent of one day of facilitated interviews, either by video or in-person.
11 Docusign Envelope ID: 798A017E-420D-8A32-80E1-CB1F620B4664 Appendix B
V. PROJECT FEES & GUARANTEE
Professional Fees for comprehensive recruitments for complete scope of work outlined in Phases I - IV of this proposal include conference calls/Zoom meetings/on-site visits for the purposes of gathering stakeholder feedback on candidate profiles, briefing client on results of each recruitment, facilitating the equivalent of one day of panel interviews, assisting the client with selection deliberations and conducting background and reference checks on the top candidate for each search.
The table below reflects current pricing (January 1, 2025 - December 31, 2027) for various levels of recruitments. Professional fees and expenses generally increase annually, consistent with market conditions, typically at or below the consumer price index.
Pricing' Professional Fees Expenses
City Manager / Police Chief $26,000 - $34,000 $11,000 - $13,000 Executive/Senior-level management
(Assistant/Deputy City Manager, department $24,000 - $25,000 $9,500 - $11,500 directors/assistant and deputy directors)
Mid-management/Supervisory $23,000 $9,500 - $12,300
Targeted recruitment/placement $5,000 up to $2,500
Hourly Rates for Additional Work $75 - $400 per hr. N/A (more than 1-day of onsite panel interviews)
Advisory fees (not related to a TBC recruitment) $200 - $400 per hr. N/A Reimbursable Expenses? (NOT TO EXCEED PER RECRUITMENT) for a comprehensive recruitment (Phases I-IV), include advertising, brochure design and reproduction, project and administrative support, report supplies, printing and copying, postage and delivery charges, background investigations (for top candidates per search)3, as well as the recruiter's travel related to client meetings and interviews as needed. Marketing and advertising costs typically account for approximately 65-75 percent of the expense budget. The following samples of reimbursable expenses are reflected below:
REIMBURSABLE EXPENSES (NOT TO EXCEED)
Advertising $3,500 - $5,000
Recruitment Brochure design & mailing $1,300 - $1,500
Project & Administrative support $4,000 - $5,000
Printing & FedEx $ 400-$ 500
Background & records checks $ 400- $ 500
Consultant Travel (mileage/toll fees + hotel $ 300 - $2,500 accommodations, airfare when required)
Project expenses $9,900 - $15,000
' Beginning January 1, 2028, a 4% annual increase in professional fees and expenses may be activated and would be applied in subsequent years.
Reimbursable Expenses by Category are an estimation. Invoices may reflect actual expense amounts in any given category that are above or below the estimated amount, however, total expenses billed during the project shall not exceed the total projected amount.
TBC does not conduct POST compliant background investigations for swor law enforcement candidates; however, we would be happy to assist the Client in securing an experienced public safety investigator who we work with on a regular basis. 14 Docusign Envelope ID: 798A017E-420D-8A32-80E1-CB1F620B4664 Placement Guarantee
If a candidate selected and appointed by the City of Alameda is terminated for cause before the completion of the first year of service due to a comprehensive TBC recruitment, the firm will provide Alameda with the necessary consulting services required to secure a replacement.
Professional consulting services will be provided at a discounted rate of 25% - 75% of the original fee. Expenses will be covered by the Client.
Fee for Additional Placements & Discounts
Because of the challenging market for top talent, our clients are increasingly taking advantage of selecting more than one outstanding candidate from a single recruitment that will benefit the organization in a different capacity. In these instances, a $5,000 placement fee per additional candidate placed will apply and will include completion of background check records review as well as reference checking.
15 Docusign Envelope ID: 798A017E-420D-8A32-80E1-CB1F620B4664 ACORD® DATE (MM/DD/YYYY)
CERTIFICATE OF LIABILITY INSURANCE
9/17/2026
THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS
CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER, AND THE CERTIFICATE HOLDER.
IMPORTANT: If the certificate holder is an ADDITIONAL INSURED, the policy(ies) must 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 endorsements).
PRODUCER NAME Stacey Tialavea
NAME:
Post Insurance Services Inc PHONE (310) 328-3622
FAN: 310) 328-6054
(A/C. No. Ext):
License #0551220 E-MAIL
ADDRESS: [email protected]
2356 Torrance Blvd INSURERS) AFFORDING COVERAGE NAIC #
Torrance CA 90501 INSURER A: Hartford Underwriters Insurance Co 30104 INSURED 38342
INSURER B: California Automobile Ins Co
Teri Black And Company LIC INSURER C: Hartford Casualty Ins Co 29424 25500 Hawthorne Blvd INSURER D: Certain Underwriter's at Lloyd's Ste 1158 INSURER E:
Torrance CA 90505 INSURER F:
COVERAGES CERTIFICATE NUMBER:26 ALL + E&O REVISION NUMBER:
THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS
CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS.
INSR TADDL SUBR OLICY EY
LTR TYPE OF INSURANCE INSD WVD POLICY NUMBER LIMITS
X COMMERCIAL GENERAL LIABILITY EACH OCCURRENCE $ 2,000,000 DAMAGE TO RENTED 1,000,000
A CLAIMS-MADE X/ OCCUR PREMISES (Ea occurrence)
x 72 SBA BM2X4R 6/16/2026 6/16/2027 MED EXP (Any one person) 10,000 PERSONAL & ADV INJURY $ EXCLUDED
GEN'L AGGREGATE LIMIT APPLIES PER: GENERAL AGGREGATE 4,000,000 RO 4,000,000
X POLICY | LOC PRODUCTS - COMPIOP AGG
OTHER:
AUTOMOBILE LIABILITY COMBINED SINGLE LIMT $ 1,000, 000
Ea accident
X ANY AUTO BODILY INJURY (Per person) $
B
AUTOWNED SCHEDULED BAO40000031958 2/2/2026 2/2/2027 BODILY INJURY (Per accident) $ AUTOS
HIRED AUTOS NON-OWNED PROPERTY DAMAGE
AUTOS Per accident
69 69
UMBRELLA LIAB OCCUR EACH OCCURRENCE $
EXCESS LIAB CLAIMS-MADE AGGREGATE
RETENTION $ $
AND EMPLOYERS ARE * STATUTE TER*
N/ A EL. EACH ACCIDENT $ 1,000,000
72 WEC ZI2611 3/19/2026 3/19/2027 ELL. DISEASE - EA EMPLOYEE S 1,000,000 DESCRIPTON OF OPERATIONS below EL. DISEASE - POLICY LIMIT S 1,000,000 D PROFESSIONAL LIABILITY PSP0040979167 9/28/2026 9/28/2027 EACH & EVERY CLAM LIMIT $2,000, 000 Retrodate: 9/1/2006 AGGREGATE LIMIT $2,000,000
CERTIFICATE HOLDER CANCELLATION
[email protected]
SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE The City of Alameda THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN 2263 Santa Clara Ave ACCORDANCE WITH THE POLICY PROVISIONS.
Alameda, CA 94501 AUTHORIZED REPRESENTATIVE
Dan Post/STACEY
© 1988-2014 ACORD CORPORATION. All rights reserved.
ACORD 25 (2014/01) The ACORD name and logo are registered marks of ACORD INS025 (201401)
9/23/2026
Docusign Envelope ID: 798A017E-420D-8A32-80E1-CB1F620B4664 POLICY NUMBER: 72SBABM2X4R
THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY.
HATFORD
BLANKET ADDITIONAL INSURED BY CONTRACT
This endorsement modifies insurance provided under the following:
BUSINESS LIABILITY COVERAGE FORM
Except as otherwise stated in this endorsement, the terms and conditions of the Policy apply.
A. The following is added to Section C. WHO IS AN INSURED:
Additional Insureds When Required By Written Contract, Written Agreement Or Permit The person(s) or organization(s) identified in Paragraphs a, through f. below are additional insureds when you have agreed, in a written contract or written agreement, or when required by a written permit issued by a state or additional insured on your Coverage Part, provided the injury or damage occurs subsequent to the execution of the contract or agreement, or the issuance of the permit.
A person or organization is an additional insured under this provision only for that period of time required by the contract, agreement or permit.
However, no such person or organization is an additional insured under this provision if such person or organization is included as an additional insured by any other endorsement issued by us and made a part of this Coverage Part.
The insurance afforded to such additional insured will not be broader than that which you are required by the contract, agreement, or permit to provide for such additional insured.
The insurance afforded to such additional insured only applies to the extent permitted by law.
The limits of insurance that apply to additional insureds are described in Section D. LIABILITY AND MEDICAL EXPENSES LIMITS OF INSURANCE. How this insurance applies when other insurance is available to an additional insured is described in the Other Insurance Condition in Section E. LIABILITY AND MEDICAL EXPENSES GENERAL CONDITIONS.
a. Vendors
Any person(s) or organization(s) (referred to below as vendor), but only with respect to "bodily injury" or "property damage" arising out of "your products" which are distributed or sold in the regular course of the vendor's business and only if this Coverage Part provides coverage for "bodily injury" or "property damage" included within the "products-completed operations hazard". (1) The insurance afforded to the vendor is subject to the following additional exclusions:
This insurance does not apply to:
(a) "Bodily injury" or "property damage" for which the vendor is obligated to pay damages by reason of the assumption of liability in a contract or agreement. This exclusion does not apply to liability for damages that the vendor 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, except when 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 (e) Any failure to make such inspections, adjustments, tests or servicing as the vendor has agreed to make or normally undertakes to make in the usual course of business, in connection with the distribution or sale of the products;
(f) Demonstration, installation, servicing or repair operations, except such operations performed at the vendor's premises in connection with the sale of the product; Form SL 30 32 06 21 Page 1 of 3
© 2021, The Hartford
(May include copyrighted material of Insurance Services Office, Inc., with its permission) Docusign Envelope ID: 798A017E-420D-8A32-80E1-CB1F620B4664 POLICY NUMBER: 72SBABM2X4R
THE X
HARTFORD
(1) You or any additional insured under this Coverage Part that is an individual; (2) Any partner, if you or an additional insured under this Coverage Part is a partnership; (3) Any manager, if you or an additional insured under this Coverage Part is a limited liability company; (4) Any "executive officer" or insurance manager, if you or an additional insured under this Coverage Part is a corporation;
(5) Any trustee, if you or an additional insured under this Coverage Part is a trust; or (6) Any elected or appointed official, if you or an additional insured under this Coverage Part is a political subdivision or public entity.
This Paragraph f. applies separately to you and any additional insured under this Coverage Part.
3. Legal action Against Us
No person or organization has a right under this Coverage Part:
a. To join us as a party or otherwise bring us into a "suit" asking for damages from an insured; or b. To sue us on this Coverage Part unless all of its terms have been fully complied with.
A person or organization may sue us to recover on an agreed settlement or on a final judgment against an insured; but we will not be liable for damages that are not payable under the terms of this insurance or that are in xcess of the applicable limit of insurance. An agreed settlement means a settlement and release of liabilit ianed by us. the insured and the claimant or the claimant's legal representative
4. Separation Of Insureds
Except with respect to the Limits of Insurance, and any rights or duties specifically assigned in this Policy to the first Named Insured, this insurance applies:
a. As if each Named Insured were the only Named Insured; and b. Separately to each insured against whom a claim is made or "suit" is brought.
5. Representations
a. When You Accept This Policy
By accepting this Policy, you agree:
(1) The statements in the Declarations are accurate and complete; (2) Those statements are based upon representations you made to us; and (3) We have issued this Policy in reliance upon your representations. b. Unintentional Failure To Disclose Hazards
If unintentionally you should fail to disclose all hazards relating to the conduct of your business at the inception date of this Coverage Part, we shall not deny any coverage under this Coverage Part because of such failure.
6. Other Insurance
arelimteal as followllectible insurance is available for a loss we cover under this Coverage Part, our obligations a. Primary Insurance
This insurance is primary except when b. below applies. If other insurance is also primary, we will share with all that other insurance by the method described in c. below. b. Excess Insurance
This insurance is excess over any of the other insurance, whether primary, excess, contingent or on any other basis:
(1) Your Work
That is Fire, Extended Coverage, Builder's Risk, Installation Risk, Owner Controlled Insurance Program or OCIP, Contractor Controlled Insurance Program or CCIP, Wrap Up Insurance or similar coverage for "your work";
Form SL 00 00 10 18 Page 16 of 22
© 2018, The Hartford
(May include copyrighted material of Insurance Services Office, Inc., with its permission) Docusign Envelope ID: 798A017E-420D-8A32-80E1-CB1F620B4664 THE
HARTFORD
(2) Premises Rented To You
That is fire, lightning or explosion insurance for premises rented to you or temporarily occupied by you with permission of the owner;
(3) Tenant Liability
That is insurance purchased by you to cover your liability as a tenant for "property damage" to premises rented to you or temporarily occupied by you with permission of the owner; (4) Aircraft, Auto Or Watercraft
If the loss arises out of the maintenance or use of aircraft, "autos" or watercraft to the extent not subject to Exclusion g. of Section B. Exclusions.
(5) Property Damage To Borrowed Equipment Or Use Of Elevators If the loss arises out of "property damage" to borrowed equipment or the use of elevators to the extent not subject to Exclusion k. of Section B. Exclusions.
(6) When You Are Added As An Additional Insured To Other Insurance That is other insurance available to you covering liability for damages arising out of the premises or operations, or products and completed operations, for which you have been added as an additional insured by that insurance; or
(7) When You Add Others As An Additional Insured To This Insurance That is other insurance available to an additional insured.
However, the following provisions apply to other insurance available to any person or organization who is an additional insured under this Coverage Part:
(a) Primary Insurance When Required By Contract
This insurance is primary if you have agreed in a written contract, written agreement or permit that this insurance be primary. If other insurance is also primary, we will share with all that other insurance by the method described in c. below.
(b) Primary And Non-Contributory To Other Insurance When Required By Contract If you have agreed in a written contract, written agreement or permit that this insurance is primary and non-contributory with the additional insured's own insurance, this insurance is primary and we will not seek contribution from that other insurance.
Paragraphs (a) and (b) do not apply to other insurance to which the additional insured has been added as an additional insured.
When this insurance is excess, we will have no duty under this Coverage Part to defend the insured against any "suit" if any other insurer has a duty to defend the insured against that "suit". If no other insurer defends, we will undertake to do so, but we will be entitled to the insured's rights against all those other insurers. /hen this insurance is excess over other insurance, we will pay only our share of the amount of the loss, ny, that exceeds the sum c
11) The total amount that all such other insurance would pay for the loss in the absence of this insurance; (2) The total of all deductible and self-insured amounts under all that other insurance.
We will share the remaining loss, if any, with any other insurance that is not described in this Excess Insurance provision and was not bought specifically to apply in excess of the Limits of Insurance shown in the Declarations of this Coverage Part.
c. Method Of Sharing
If all the other insurance permits contribution by equal shares, we will follow this method also. Under this approach, each insurer contributes equal amounts until it has paid its applicable limit of insurance or none o he loss remains, whichever comes first.
Form SL 00 00 10 18 Page 17 of 22
© 2018, The Hartford
(May include copyrighted material of Insurance Services Office, Inc., with its permission) Docusign Envelope ID: 798A017E-420D-8A32-80E1-CB1F620B4664 POLICY NUMBER: 72SBABM2X4R
THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY.
THE Y
HARTFOR
WAIVER OF SUBROGATION
This endorsement modifies insurance provided under the following:
BUSINESS LIABILITY COVERAGE FORM
Except as otherwise stated in this endorsement, the terms and conditions of the Policy apply.
The following is added to Section E. LIABILITY AND MEDICAL EXPENSES GENERAL CONDITIONS:
Form SL 30 03 10 18 Page 1 of 1
© 2018, The Hartford
(May include copyrighted material of Insurance Services Office, Inc., with its permission) Docusign Envelope ID: 798A017E-420D-8A32-80E1-CB1F620B4664 POLICY NUMBER: BA040000031958
THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY.
BLANKET WAIVER OF SUBROGATION
This endorsement modifies insurance provided under the following:
BUSINESS AUTO COVERAGE FORM
With respect to coverage provided by this endorsement, the provisions of the Coverage Form apply unless modified by the endorsement.
SECTION IV - BUSINESSS AUTO CONDITIONS, A. Loss Conditions, 5. Transfer of Rights Of Recovery Against Others To Us, the following is added:
We waive any right of recovery we may have against any person or organization to the extent required of you by a written contract executed prior to any "accident" or "loss", provided that the "accident" or "loss" arises out of the operations contemplated by such contract. The waiver applies only to the person or organization designated in such contract.
MCA04440913
Docusign Envelope ID: 798A017E-420D-8A32-80E1-CB1F620B4664 L The Hartford
THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY.
WAIVER OF OUR RIGHT TO RECOVER FROM
OTHERS ENDORSEMENT - CALIFORNIA
Policy Number: 72 WEC ZI2611
ffective Date: 03/19/2
25500 HAWTHORNE BLVD STE 1158
TORRANCE CA 90505
We have the right to recover our payments from anyone liable for an injury covered by this policy. We will not enforce our right against the person or organization named in the Schedule. (This agreement applies only to the extent that you perform work under a written contract that requires you to obtain this agreement from us.) You must maintain payroll records accurately segregating the remuneration of your employees while engaged in the work described in the Schedule.
The additional premium for this endorsement shall be 2% of the California workers' compensation premium otherwise due on such remuneration.
SCHEDULE
Person or Organization Job Description
Any person or organization for whom you are required by written contract or agreement to obtain this waiver of rights from Countersigned by
Authorized Representative
Form WC 04 03 06 (1) Printed in U.S.A.
Process Date: 02/07/26 Policy Expiration Date: 03/19/27 Docusign Envelope ID: 798A017E-420D-8A32-80E1-CB1F620B4664 POLICY NUMBER: BA040000031958
THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY.
BLANKET ADDITIONAL INSURED
This endorsement modifies insurance provided under the following:
BUSINESS AUTO COVERAGE FORM
MOTOR CARRIER COVERAGE FORM
TRUCKERS COVERAGE FORM
With respect to coverage provided by this endorsement, the provisions of the Coverage Form apply unless modified by the endorsement.
The following is added to the Section II - Liability Coverage, Paragraph A.1. Who Is An Insured Provision:
Any person or organization that you are required to include as additional insured on the Coverage Form in a written contract or agreement that is signed and executed by you before the "bodily injury" or "property damage" occurs and that is in effect during the policy period is an "insured" for Liability Coverage, but only for damages to which this insurance applies and only to the extent that person or organization qualifies as an "insured" under the Who Is An Insured provision contained in Section II.
MCA20480711