City Council - Successor Agency - Housing Authority
March 15, 2022

CITY OF FULLERTON

PROFESSIONAL SERVICES AGREEMENT
WITH
MANAGEMENT PARTNERS, INC.

THIS AGREEMENT is made and entered into this 16th day of March, 2022 ("Effective Date"), by and between the CITY OF FULLERTON, a California municipal corporation (City"), and Management Partners, Inc., a Ohio corporation ("Consultant").

WITNESSETH:

A. City proposes to utilize the services of Consultant as an independent contractor to provide certain consulting services to evaluate Orange County Fire Authority's proposal to the City of Fullerton, as more fully described herein.

B. Consultant represents that it has that degree of specialized expertise contemplated within California Government Code section 37103, and holds all necessary licenses to practice reseatin as that, angre of al and perform the services herein contemplated.

City and Consultant desire to contract for the specific services described herein, and desire to set forth their rights, duties and liabilities in connection with the services to be performed
D. No official or employee of City has a financial interest, within the provisions of Sections 1090-1092 of the California Government Code, in the subject matter of this Agreement.

NOW, THEREFORE, for and in consideration of the mutual covenants and conditions contained herein, the parties hereby agree as follows:

1.0. SERVICES PROVIDED BY CONSULTANT
Scope of Services. Consultant shall provide the professional services described in Consultant's proposal attached hereto as Exhibit "A" and incorporated herein by this reference ("Services").

Professional Practices. All professional services to be provided by Consultant pursuant to this Agreement shall be provided by personnel experienced in their respective fields and in a manner consistent with the standards of care, diligence and skill ordinarily exercised by professional consultants in similar fields and circumstances in accordance with sound professional practices. Consultant also warrants that it is familiar with all laws that may affect its performance of this Agreement and shall advise City of any changes in any laws that may affect Consultant's performance of this Agreement.

1.3. Performance to Satisfaction of City. Consultant agrees to perform all the work to the reasonable satisfaction of the City, in accordance with the applicable professional standard of care and City specifications and within the hereinafter specified. Evaluations of the work will be done by the City Manager or his designee. If the quality of work is not satisfactory, City in its discretion has the right to:
(a) Meet with Consultant to review the quality of the work and resolve the matters of concern;
(b) Require Consultant to repeat the work at no additional fee until it is satisfactory; and/or
(C) Terminate the Agreement as hereinafter set forth.

Warranty. Consultant warrants that it shall perform the services required by this Agreement in compliance with all applicable and non conflicting Federal and California employment laws, including, but not limited to, those laws related to minimum hours and wages; occupational health and safety; fair employment and employment practices; workers' compensation insurance and safety in employment; and all other Federal, State and local laws and ordinances applicable to the services required under this Agreement. Consultant shall indemnify and hold harmless City from and against all claims, demands, payments, suits, actions, proceedings, and judgments of every nature and description including attorneys' fees and costs, presented, brought, or recovered against City for, or on account of any liability under any of the above-mentioned laws, which may be incurred by reason of Consultant's performance under this Agreement.

Non-discrimination. In performing this Agreement, Consultant shall not engage in, nor permit its agents to engage in, discrimination in employment of persons because of their race, religion, color, national origin, ancestry, age, physical handicap, medical condition, marital status, sexual gender or sexual orientation, except as permitted pursuant to Section 12940 of the Government Code.

1.6. Non-Exclusive Agreement. Consultant acknowledges that City may enter into agreements with other consultants for services similar to the services that are subject to this Agreement or may have its own employees perform services similar to those services contemplated by this Agreement.

1.7. Delegation and Assignment. This is a personal service contract, and the duties set forth herein shall not be delegated or assigned to any person or entity without the prior written consent of City. Consultant may engage a subcontractor(s) as permitted by law and may employ other personnel to perform services contemplated by this Agreement at Consultant's sole cost and expense.

1.8. Confidentiality. Employees of Consultant in the course of their duties may have access to financial, accounting, statistical, and personnel data of private individuals and employees of City. Consultant covenants that all data, documents, discussion, or other information developed or received by Consultant or provided for performance of this Agreement are deemed confidential and shall not be disclosed by Consultant without written authorization by City. City shall grant such authorization if disclosure is required by law. All City data shall be returned to City upon the termination of this Agreement. Consultant's covenant under this Section shall survive the termination of this Agreement.

2.0. COMPENSATION AND BILLING

2.1. Compensation. Consultant shall be paid Seventy-Four Thousand Nine Hundred Dollars ($74,900) for the Services performed under this Agreement.

Additional Services. Consultant may perform additional services if specifically engaged to do so by City. Consultant shall not receive compensation for any services provided outside the scope of services specified in Exhibit A unless the City or the Project Manager for this Project, prior to Consultant performing the additional services, approves such additional Management Partners LLC - OCFA Proposal

services in writing. It is specifically understood that oral requests and/or approvals of such additional services or additional compensation shall be barred and are unenforceable.

Method of Billing. Consultant may submit invoices to the City for approval on a progress basis, but no more often than two times a month. Said invoice shall be based on the total of all Consultant's services which have been completed to City's sole satisfaction. City shall pay Consultant's invoice within fourty-five (45) days from the date City receives said invoice. Each invoice shall describe in detail, the services performed, the date of performance, and the associated time for completion. Any additional services approved and performed pursuant to this Agreement shall be designated as "Additional Services" and shall identify the number of the authorized change order, where applicable, on all invoices.

2.4. Records and Audits. Records of Consultant's services relating to this Agreement shall be maintained in accordance with generally recognized accounting principles and shall be made available to City or its Project Manager for inspection and/or audit at mutually convenient times from the Effective Date of this Agreement until three (3) years after the termination date.

2.5. W-9. Consultant must provide City with a current W-9 form prior to the commencement of work under this Agreement. It is the Consultant's responsibility to provide to the City any revised or updated W-9 form during the term of this Agreement.

3.0. TIME OF PERFORMANCE
Commencement and Completion of Work. The professional services to be performed pursuant to this Agreement shall commence within five (5) days from the Effective Date of this Agreement. Failure to commence work in a timely manner and/or diligently pursue work to completion may be grounds for termination of this Agreement.

Excusable Delays. Neither party shall be responsible for delays or lack of performance resulting from acts beyond the reasonable control of the party or parties. Such acts shall include, but not be limited to, acts of God, fire, strikes, material shortages, compliance with laws or regulations, riots, acts of war, or any other conditions beyond the reasonable control of a party.

4.0. TERM AND TERMINATION

4.1. Term. This Agreement shall commence on the Effective Date and continue through December 31, 2022, unless terminated as provided herein.

4.2. Notice of Termination. The City reserves and has the right and privilege of canceling, suspending or abandoning the execution of all or any part of the work contemplated by this Agreement, with or without cause, at any time, by providing written notice to Consultant.

The termination of this Agreement shall be deemed effective upon receipt of the notice of termination. In the event of such termination, Consultant shall immediately stop rendering services under this Agreement unless directed otherwise by the City.

4.3. Compensation. In the event of termination, City shall pay Consultant for reasonable costs incurred and professional services satisfactorily performed up to and including the date of City's written notice of termination. Compensation for work in progress shall be prorated based on the percentage of work completed as of the effective date of termination in accordance with the fees set forth herein. In ascertaining the professional services actually Management Partners LLC - OCFA Proposal

rendered hereunder up to the effective date of termination of this Agreement, consideration shall be given to both completed work and work in progress, to complete and incomplete drawings, and to other documents pertaining to the services contemplated herein whether delivered to the City or in the possession of the Consultant.

Documents. In the event of termination of this Agreement, all documents prepared by Consultant in its performance of this Agreement including, but not limited to, finished or unfinished design, development and construction documents, data studies, drawings, maps and reports, shall be delivered to the City within ten (10) days of delivery of termination notice to Consultant, at no cost to City. Any use of uncompleted documents without specific written authorization from Consultant shall be at City's sole risk and without liability or legal expense to Consultant.

5.0. INSURANCE
Insurance Required. Consultant shall procure and maintain throughout the duration of this Agreement, insurance against claims for injuries to persons or damages to property which may arise from or in connection with the performance of the work hereunder by Consultant, its agents, representatives, employees or subcontractors. Consultant shall provide current evidence of the required insurance in a form acceptable to City and shall provide replacement evidence for any required insurance which expires prior to the completion, expiration, or termination of this Agreement.

Nothing in this section' shall be construed as limiting in any way, the Indemnification and Hold Harmless clause contained herein in Section 6.8 or the extent to which Consultant may be held responsible for payments of damages to persons or property.

5.2. Minimum Scope and Limits of Insurance.

A. Commercial General Liability Insurance. Consultant shall maintain commercial general liability insurance coverage in a form at least as broad as ISO Form #CG 00 01, with a limit of not less than $1,000,000 each occurrence. If such insurance contains a general aggregate limit, it shall apply separately to the Agreement or shall be twice the required occurrence limit.

B. Business Automobile Liability Insurance. Consultant shall maintain business automobile liability insurance coverage in a form at least as broad as ISO Form # CA 00 01, with a limit of not less than $1,000,000 each accident. Such insurance shall include coverage for owned, hired and non-owned automobiles.

C. Workers' Compensation and Employers' Liability Insurance. Consultant shall maintain workers' compensation insurance as required by the State of California and employers' liability insurance with limits of not less than $1,000,000 each accident.

D. Professional Liability Insurance. Consultant shall maintain professional liability insurance appropriate to Consultant's profession with a limit of not less than $2,000,000.

Architects' and engineers' coverage shall be endorsed to include contractual liability. If policy is written as a "claims made" policy, the retro date of the policy shall be prior to the start of the contract work.

5.3. Deductibles and Self-Insured Retentions. Any deductible or self-insured retention must be declared to and approved by City.

Management Partners LLC - OCFA Proposal

Other Insurance Provisions. The required insurance policies shall contain or be endorsed to contain the following provisions:

Commercial General Liability. City, its elected or appointed officials, officers, employees and volunteers are to be covered as additional insureds with respect to liability arising out of work or operations performed by or on behalf of Consultant, including materials, parts or equipment furnished in connection with such work or operations. Such coverage as an additional insured shall not be limited to the period of time during which Consultant is conducting ongoing operations for City but rather, shall continue after the completion of such operations. The coverage shall contain no special limitations on the scope of its protection afforded to City, its officers, employees and volunteers.

B. Commercial General Liability. This insurance shall be primary insurance as respects City, its officers, employees and volunteers and shall apply separately to each insured against whom a suit is brought or a claim is made. Any insurance or self-insurance maintained by City, its officers, employees and volunteers shall be excess of this insurance and shall not made form, Protestina late mir the Presiana mistie Bore the contract or beginning of contract work. The insurance must be maintained and evidence of insurance must be provided for at least (5) years after completion of the contract work. If the coverage is canceled or non-renewed and not replaced with another claims-made policy form with a Retroactive Date prior to the contract effective date, the Consultant must purchase "extended reporting coverage" for a minimum of five (5) years after completion of work.

Worker Gainst nity is alders eyes es it our to or al
waive their right of subrogation against City.
on behalf of City.

All Coverages. Each insurance policy required by this clause shall be endorsed to state that coverage shall not be canceled, except after thirty (30) days' prior written notice by certified mail, return receipt requested, has been given to City.

If Consultant maintains higher limits or has broader coverage than the minimums shown above, City requires and shall be entitled to all coverage, and to the higher limits maintained by Consultant. • Any available insurance proceeds in excess of the specified minimum limits of insurance and coverage shall be available to City.

F. Subcontractors. Consultant shall require and verify that all subcontractors maintain insurance meeting all the requirements stated herein and Consultant shall ensure that City is an additional insured on insurance required from subconsultants.

Special Risks or Circumstances. City reserves the right to modify these requirements, including limits, based on the nature of the risk, prior experience, insurer, coverage or other special circumstances.

Acceptability of Insurers. All required insurance shall be placed with insurers acceptable to City with current BEST'S ratings of no less than A, Class VII. Workers' compensation insurance may be placed with the California State Compensation Insurance Fund.

Management Partners LLC - OCFA Proposal

All insurers shall be licensed by or hold admitted status in the State of California. At the sole discretion of City, insurance provided by non-admitted or surplus carriers with a minimum BEST'S rating of no less than A- Class X may be accepted if Consultant evidences the requisite need to the sole satisfaction of City.

Verification of Coverage. Consultant shall furnish City with certificates of insurance which bear original signatures of authorized agents and which reflect insurers names and addresses, policy numbers, coverage, limits, deductibles and self-insured retentions.

Additionally, Consultant shall furnish copies of all policy endorsements required herein. All certificates and endorsements must be received and approved by City before work commences City reserves the right to require at any time complete, certified copies of any or all required insurance policies and endorsements.

6.0. GENERAL PROVISIONS

6.1. Entire Agreement. This Agreement constitutes the entire agreement between the parties with respect to any matter referenced herein and supersedes any and all other prior writings and oral negotiations. This Agreement may be modified only in writing, and signed by the parties in interest at the time of such modification. The terms of this Agreement shall prevail over any inconsistent provision in any other contract document appurtenant hereto, including exhibits to this Agreement.

6.2. Representatives. The City Manager or his designee shall be the representative of City for purposes of this Agreement and may issue all consents, approvals, directives and agreements on behalf of the City, called for by this Agreement, except as otherwise expressly provided in this Agreement.

Consultant shall designate a representative for purposes of this Agreement who shall be authorized to issue all consents, approvals, directives and agreements on behalf of Consultant called for by this Agreement, except as otherwise expressly provided in this Agreement.

Project Managers. City shall designate a Project Manager to work directly with Consultant in the performance of this Agreement.

Consultant shall designate a Project Manager who shall represent it and be its agent in all consultations with City during the term of this Agreement. Consultant or its Project Manager shall attend and assist in all coordination meetings called by City.

6.4. Notices. Any notices, documents, correspondence or other communications concerning this Agreement or the work hereunder may be provided by personal delivery, facsimile or mail and shall be addressed as set forth below. Such communication shall be deemed served or delivered: a) at the time of delivery if such communication is sent by personal delivery; b) at the time of transmission if such communication is sent by facsimile; and c) 48 hours after deposit in the U.S. Mail as reflected by the official U.S. postmark if such communication is sent through regular United States mail.

Management Partners LLC - OCFA Proposal

IF TO CONSULTANT: IF TO CITY:

Management Partners, Inc. City of Fullerton
2107 North First Street, Suite 470 303 W. Commonwealth Ave.

San Jose, CA 95131 Fullerton, CA 92832
Attn: Jerry Newfarmer, President Attn: City Manager
and CEO
Attorneys' Fees. In the event that litigation is brought by any party in connection conditions, or provisions hereof.

6.6. Governing Law. This Agreement shall be governed by and construed under the laws of the State of California without giving effect to that body of laws pertaining to conflict of laws. In the event of any legal action to enforce or interpret this Agreement, the parties hereto agree that the sole and exclusive venue shall be a court of competent jurisdiction located in Orange County, California.

Assignment. Consultant shall not voluntarily or by operation of law assign, transfer, sublet or encumber all or any part of Consultant's interest in this Agreement without City's prior written consent. Any attempted assignment, transfer, subletting or encumbrance shall be void and shall constitute a breach of this Agreement and cause for termination of this Agreement.

Regardless of City's consent, no subletting or assignment shall release Consultant of Consultant's obligation to perform all other obligations to be performed by Consultant hereunder for the term of this Agreement.

Indemnification and Hold Harmless. To the fullest extent of the law, Consultant agrees to defend, indemnify, hold free and harmless the City, its elected officials, officers, agents, and employees, at Consultant's sole expense, from and against claims, actions, suits or other legal proceedings brought against the City, its elected officials, officers, agents, and employees arising out of the performance of the Consultant, its employees, and/or authorized subcontractors, of the professional services undertaken pursuant to this Agreement. The defense obligation provided for hereunder shall apply without any advance showing of negligence or wrongdoing by the Consultant, its employees, and/or authorized subcontractors, but shall be required whenever any claim, action, complaint, or suit asserts as its basis the negligence, errors, omissions or misconduct of Consultant, its employees, and/or authorized subcontractors, and/or whenever any claim, action, complaint or suit asserts liability against the City, its elected officials, officers, agents, and employees based upon the work performed by Consultant, its employees, and/or authorized subcontractors under this Agreement, whether or not Consultant, its employees, and/or authorized subcontractors are specifically named or otherwise asserted to be liable Notwithstanding the foregoing, the Consultant shall not be liable for the defense or indemnification of the City for claims, actions, complaints, or suits arising out of the sole negligence or willful misconduct of the City. This provision shall supersede and replace all other indemnity provisions contained either in the City's specifications or Consultant's Proposal, which shall be of no force and effect.

6.9. Independent Contractor. Consultant is and shall be acting at all times as an independent contractor and not as an employee of City. Consultant shall have no power to incur Management Partners LLC - OCFA Proposal

any debt, obligation, or liability on behalf of City or otherwise act on behalf of City as an agent.

Neither City nor any of its agents shall have control over the conduct of Consultant or any of Consultant's employees, except as set forth in this Agreement. Consultant shall not, at any time, or in any manner, represent that it or any of its or employees are in any manner agents or employees of City. Consultant shall secure, at its sole expense, and be responsible for any and all payment of Income Tax, Social Security, State Disability Insurance Compensation, Unemployment Compensation, and other payroll deductions for Consultant and its officers, agents, and employees, and all business licenses, if any are required, in connection with the services to be performed hereunder. Consultant shall indemnify and hold City harmless from any and all taxes, assessments, penalties, and interest asserted against City by reason independent contractor relationship created by this Agreement. Consultant further agrees to indemnify and hold City harmless from any failure of Consultant to comply with the applicable worker's compensation laws. City shall have the right to offset against the amount of any fees due to Consultant under this Agreement any amount due to City from Consultant as a result of Consultant's failure to promptly pay to City any reimbursement or indemnification arising under this paragraph.

6.10. PERS Eligibility Indemnification. In the event that Consultant or any employee, subcontractor of Consultant providing services under this Agreement claims or is determined by a court of competent jurisdiction or the California Public Employees Retirement System (PERS) to be eligible for enrollment in PERS as an employee of the City, Consultant shall indemnify, defend, and hold harmless City for the payment of any employee and/or employer contributions for PERS benefits on behalf of Consultant or its employees, agents, or subcontractors, as well as for the payment of any penalties and interest on such contributions, which would otherwise be the responsibility of City.

Notwithstanding any other agency, state or federal policy, rule, regulation, law or ordinance to the contrary, Consultant and any of its employees, agents, and subcontractors providing service under this Agreement shall not qualify for or become entitled to, and hereby agree to waive any claims to, any compensation, benefit, or any incident of employment by City, including but not limited to eligibility to enroll in PERS as an employee of City and entitlement to any contribution to be paid by City for employer contribution and/or employee contributions for PERS benefits.

6.11. Cooperation. In the event any claim or action is brought against City relating to Consultant's performance or services rendered under this Agreement, Consultant shall render any reasonable assistance and cooperation which City might require.

6.12. Ownership of Documents. All findings, reports, CAD drawings, documents, information and data, including, but not limited to, computer tapes or discs, files and tapes furnished or prepared by Consultant or any of its subcontractors in the course of performance of this Agreement, shall be and remain the sole property of City. Consultant agrees that any such documents or information shall not be made available to any individual or organization without the prior consent of City. Any use of such documents for other projects not contemplated by this Agreement, and any use of incomplete documents, shall be at the sole risk of City and without liability or legal exposure to Consultant. City shall indemnify and hold harmless Consultant from all claims, damages, losses, and expenses, including attorneys' fees, arising out of or resulting from City's use of such documents for other projects not contemplated by this Agreement or use of incomplete documents furnished by Consultant. Consultant shall deliver to City any findings, reports, documents, information, data, in any form, including but not limited to, computer tapes, Management Partners LLC - OCFA Proposal

discs, files, audio tapes or any other Project related items as requested by City or its authorized representative, at no additional cost to the City.

Public Records Act Disclosure. Consultant has been advised and is aware that this Agreement and all reports, documents, information and data, including, but not limited to, computer tapes, discs or files furnished or prepared by Consultant, or any of its subcontractors, pursuant to this Agreement and provided to City may be subject to public disclosure as required by the California Public Records Act (California Government Code Section 6250 et seq.).

Exceptions to public disclosure may be those documents or information that qualify as trade secrets, as that term is defined in the California Government Code Section 6254.7, and of which Consultant informs City of such trade secret. The City will endeavor to maintain as confidential all information obtained by it that is designated as a trade secret. The City shall not, in any way, be liable or responsible for the disclosure of any trade secret including, without limitation, those records so marked if disclosure is deemed to be required by law or by order of the Court.

6.14. Conflict of Interest. Consultant and its officers, employees, associates and subconsultants, if any, will comply with all conflict of interest statutes of the State of California applicable to Consultant's services under this agreement, including, but not limited to, the Political Reform Act (Government Code Sections 81000, et seq.) and Government Code Section 1090.

During the term of this Agreement, Consultant and its officers, employees, associates and subconsultants shall not, without the prior written approval of the City Representative, perform work for another person or entity for whom Consultant is not currently performing work that would require Consultant or one of its officers, employees, associates or subconsultants to abstain from a decision under this Agreement pursuant to a conflict of interest statute.

6.15. Responsibility for Errors. Consultant shall be responsible for its work under this Agreement. Consultant, when requested, shall furnish clarification and/or explanation as may be required by the City's representative, regarding any services rendered under this Agreement at no additional cost to City. In the event that an error or omission attributable to Consultant occurs, without prejudice to any other remedy to which City may be entitled to at law or equity, Consultant shall, at no cost to City, provide all necessary design drawings, estimates and other Consultant professional services necessary to rectify and correct the matter to the sole satisfaction of City and to participate in any meeting required with regard to the correction. In addition, Consultant shall reimburse City for any and all costs, expenses and/or damages, if any, that the City has incurred due to the aforementioned error or omission.

6.16. Prohibited Employment. Consultant will not employ any regular employee of City while this Agreement is in effect.

6.17. Order of Precedence. In the event of an inconsistency in this Agreement and any of the attached Exhibits, the terms set forth in this Agreement shall prevail. If, and to the extent this Agreement incorporates by reference any provision of any document, such provision shall be deemed a part of this Agreement. Nevertheless, if there is any conflict among the terms and conditions of this Agreement and those of any such provision or provisions so incorporated by reference, this Agreement shall govern over the document referenced.

6.18. Costs. Each party shall bear its own costs and fees incurred in the preparation and negotiation of this Agreement and in the performance of its obligations hereunder except as expressly provided herein.

6.19. No Third Party Beneficiary Rights. This Agreement is entered into for the sole Management Partners LLC - OCFA Proposal

benefit of City and Consultant and no other parties are intended to be direct or incidental beneficiaries of this Agreement and no third party shall have any right in, under or to this Agreement.

6.20. Headings. Paragraphs and subparagraph headings contained in this Agreement are included solely for convenience and are not intended to modify, explain or to be a full or accurate description of the content thereof and shall not in any way affect the meaning or interpretation of this Agreement.

6.21. Construction. The parties have participated jointly in the negotiation and drafting of this Agreement. In the event an ambiguity or question of intent or interpretation arises with respect to this Agreement, this Agreement shall be construed as if drafted jointly by the parties and in accordance with its fair meaning. There shall be no presumption or burden of proof favoring or disfavoring any party by virtue of the authorship of any of the provisions of this Agreement.

6.22. Amendments. Only a writing executed by the parties hereto or their respective successors and assigns may amend this Agreement.

6.23. Waiver. The delay or failure of either party at any time to require performance or compliance by the other of any of its obligations or agreements shall in no way be deemed a waiver of those rights to require such performance or compliance. No waiver of any provision of this Agreement shall be effective unless in writing and signed by a duly authorized representative of the party against whom enforcement of a waiver is sought. The waiver of any right or remedy in respect to any occurrence or event shall not be deemed a waiver of any right or remedy in respect to any other occurrence or event, nor shall any waiver constitute a continuing waiver.

6.24. Severability. If any provision of this Agreement is determined by a court of competent jurisdiction to be unenforceable in any circumstance, such determination shall not affect the validity or enforceability of the remaining terms and provisions hereof or of the offending provision in any other circumstance. Notwithstanding the foregoing, if the value of this Agreement, based upon the substantial benefit of the bargain for any party, is materially impaired, which determination made by the presiding court or arbitrator of competent jurisdiction shall be binding, then both parties agree to substitute such provision(s) through good faith negotiations.

6.25. Counterparts. This Agreement may be executed in one or more counterparts, each of which shall be deemed an original. All counterparts shall be construed together and shall constitute one agreement.

Corporate Authority. The persons executing this Agreement on behalf of the parties hereto warrant that they are duly authorized to execute this Agreement on behalf of said parties and that by doing so the parties hereto are formally bound to the provisions of this Agreement.

Management Partners LLC - OCFA Proposal

IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed by and through their respective authorized officers, as of the date first above written.

CITY OF FULLERTON
Date:

City Manager

MANAGEMENT PARTNERS
Jery Argumen Date: 3/10/2022
Jerry Newfarmer, President and CEO
On File
Social Security or Taxpayer ID Number
APPROVED AS TO FORM:
deputy y city
Richard D. Jones, City Attorney
Management Partners LLC - OCFA Proposal

EXHIBIT A

CONSULTANT'S PROPOSAL
Management
Partners
February 25, 2022
Mr. Jeff Collier
Acting City Manager
City of Fullerton
303 W. Commonwealth Ave.

Fullerton, CA 92832
Dear Mr. Collier:

Management Partners is pleased to provide this proposal for an independent, third-party examination of the Orange County Fire Authority's proposal to provide fire services to the City of Fullerton. Fullerton, like many California cities, faces systemic fiscal challenges and a long-term fiscal deficit. Regionalized fire service has been shown to reduce overall costs in some circumstances. This is accomplished by various economies of scale savings, mainly in purchasing, management and support services. In some cases, it also allows for more efficient allocation of front-line equipment and resources, usually via boundary drops and better first response arrangements. However, there are also significant uncertainties associated with any individual regionalization initiative. Additionally, such initiatives include significant one-time costs and have long-term implications.

OCFA is an experienced regional fire service provider. It is one of the larger providers in California and indeed in the United States. As such, it is able to obtain most economy of scale savings available to regional fire service providers. Savings are not guaranteed, however, and because of the difficulty and expense of ending such an arrangement once entered, it is prudent to study the proposal closely before proceeding. Moreover, the proposal from OCFA is complex and detailed, running some 60 pages with a few areas of uncertainty.

Management Partners has the experience and expertise to carry out a detailed review for Fullerton to assist City leaders in making an informed policy decision. We are experts on all aspects of municipal operations, and our team includes subject-matter experts in disciplines such as fire, finance, human resources and information technology, as well as generalists with broad experience. That is important in this engagement because the regionalization of fire services will have an impact on many other areas of the City's workforce, including human resources, information technology, finance and payroll, dispatch, training, risk management, and the maintenance and replacement of facilities and equipment. Our cross-disciplinary team will be able to evaluate the OCFA proposal from multiple perspectives, ensuring that all possible impacts are considered and analyzed.

Before discussing our approach, we would like to share some brief information about our firm.

About Management Partners
Management Partners was founded in 1994 with a specific mission to help local government leaders improve their service to the public. Since then, we have worked with cities, counties, towns, and special districts of all sizes across the United States to help them work more effectively and run more efficiently. 1730 MADISON ROAD • CINCINNATI, OH 45206 • 513 861 5400 • FAX 513 8613480 MANAGEMENTPARTNERS.COM 2107 NORTH FIRST STREET, SUITE 470 • SAN JOSE, CALIFORNIA 95131 • 408 437 5400 • FAx 408 453 6191 Mr. Jeff Collier Page 2
We offer a balance of perspectives with a practitioner's bias and a proven track record of successful consulting engagements. This experience gives us a sensitivity that produces positive outcomes. We are proud to say that as a result of our quality work, many of our clients ask us to complete subsequent assignments.
• We Know Local Government. Our associates have served in local governments, so we have a deep understanding of the operating and political environments in which you work. • We Take a Collaborative Approach. We consider ourselves part of your team and strive to ensure our work supports your overall corporate strategy and goals. • We Have Extensive Experience. Each of our more than 100 associates is an expert in one or more service areas, and our firm has assisted hundreds of jurisdictions in 44 states. • We Have Developed Proven Methodologies. We understand the importance of a holistic approach to improving organizations, using field-tested methods for each aspect of the work. • Our Work Plan is Tailored to Your Needs. Each of our projects is individually tailored to our client's unique needs, starting with a careful learning process. • We Take Pride in the Quality of Our Work. Our internal processes ensure first-rate, complete staff work and adherence to the highest of ethical standards in public service. • We Are Focused on Implementation. As practitioners, our recommendations make practical sense and are able to be implemented.
• We Provide a Full Suite of Services. Management Partners' services include everything required to support local government leaders, including organization assessments, performance management, process improvement, strategic planning, and financial planning, budgeting and Proposed Plan of Work
The OCFA has provided a detailed proposal to provide comprehensive fire services to Fullerton.

Management Partners will provide a complete evaluation of each section of the proposal and verification of the proposed terms of service.

An important part will be a detailed independent projection of contract costs relative to City revenues under various credible scenarios. This will allow a "stress test" of the contract service arrangement. Our due diligence will include careful consideration of the actual contract language around the cost cap provisions promised in the proposal and development of best-case, expected and worst-case scenarios for review by City leaders.

We will also evaluate OCA's proposal relative to a realistic scenario involving a sustainable Fullerton stand-alone fire department. This latter analysis is important because the City's strained fiscal circumstances have prevented the Fullerton Fire Department from being funded and operated in a sustainable manner. As a result, non-sustainable operating practices such as avoiding periodic replacement of fire apparatus are used. Furthermore, according to the Interim Human Resources Director, compensation rates are low, which leaves the City unable to recruit and retain the employees it needs. We will use benchmarking with other, more sustainable city fire departments to compare the OCFA proposal with what a truly sustainable city fire department would require.

Mr. Jeff Collier Page 3
Finally, our workplan will tie back regionalization of fire service to workloads on other City work units.

Since OCFA maintains its own support functions, when and if fire service is not provided directly by the City of Fullerton, many City support functions from payroll to workers' compensation will result in decreased or modified workloads. It is not known if this will lead to savings or reductions in staffing, but our analysis will establish a threshold understanding of what the impacts may be.

Our detailed plan of work is presented below.

Activity 1 - Start Project
Management Partners will begin by meeting with City staff, including the Fire Chief and others as appropriate. The project start-up activity forms the foundation of the relationship between Management Partners' team and Fullerton's team. During this initial meeting, we will confirm project deliverables and due dates to ensure the project is completed on time and on budget and that our proposed scope of work is aligned precisely to meet your goals.

We will have provided a data request for background information prior to this meeting and will review the material collected by staff to identify any other data needs.

Activity 2 - Gather Information from the Fire Department, City Staff and OCFA Next, we will gather various financial data and fire department information from the City and the department. Management Partners prepared a long-term financial model for the City of Fullerton a few years ago, and we plan to update this and use it to develop scenarios around the fire service contract over a 10- and 20-year timeframe.

Our review will include verifying and vetting the OCFA proposal in several areas. We will seek to confirm information in activities described below.
• Interview department directors and other staff regarding Fire Department workloads and what work may be absorbed by OCFA.
• Review City budget information and interview City staff and Fire Department staff to determine areas where the fire service may be operating in a manner below that associated with long-term sustainability. Areas to be examined include (but are not limited to):

Training
• Specialized operations
• Vehicles and equipment (especially vehicle replacement) Staffing and compensation
• Building and facilities
• IT investments
• Fire vehicle maintenance and related facilities and equipment • Communications equipment
• Interview the Finance Director and the City's actuary (if necessary) to understand the nature and trajectory of unfunded actuarial accrued liability pension costs, workers' compensation expenses, and any other legacy costs the City will have to continue paying even if it transitions to OCFA services.

Interview officials at OCFA to understand their fiscal forecasting approach and their cost cap methodology and how it might be modified if inflation proves problematic (i.e., higher than 3% or so annually), as well as their current labor agreements.

Mr. Jeff Collier Page 4
Activity 3 - Conduct Analysis and Develop Observations and Preliminary Recommendations Next, we will analyze the information collected previously. We will examine the results of our data gathering and assess the overall costs and benefits of the OCFA proposal for the City of Fullerton. It is likely that we will interview or re-interview some individuals in the City and the Fire Department, as well as OCFA as this analysis activity proceeds. Our analysis will include the following:
• A clear understanding of how the finances of regionalization will unfold over time in terms of a best-case, most likely and worst-case analysis;
• Verification of startup costs and anticipated employee impacts; • Estimates of ongoing costs to the City from expenditure components not transferred; • Likely workload impacts on non-fire elements of municipal operations such as facility, maintenance, finance, human resources, and information technology; • Comparison of long-term OCFA costs to sustainable independent city fire department costs; and • Comparability of OCFA services relative to an independent city fire department.

We will prepare observations and preliminary recommendations and meet with City leaders to review them. This will be an opportunity to discuss what we learned and observed in our analysis and hear feedback about the issues we have identified. This discussion provides a preview of what will be addressed in the project report.

Activity 4 - Report Results
Once we have received feedback about the observations and recommendations and overall fire regionalization opportunities, we will prepare a draft report that includes our analysis and recommendations for actions regarding a contract with OCFA. We will present the draft for review and comment. At the conclusion of the review period, we will consider all changes and suggested revisions and prepare the final report.

Reports prepared by Management Partners are rich in detail, with recommendations supported by quality analysis. We take pains to ensure that our analysis and subsequent recommendations are organized in an easy-to-understand format and presented in a positive manner.

We take several discrete steps to ensure quality control. The first is to prepare a draft report for managers to review to ensure that facts are accurate and ideas are presented clearly. Management Partners retains responsibility for our professional recommendations but we expect that vetting the draft report with management improves its utility. In addition to vetting the report for accuracy the draft review provides an opportunity to discuss the recommendations and to identify implementation issues. Management Partners is committed to recommending actions that result in meaningful operational improvements and can be implemented in the real world. Once comments have been received, the final project report will be prepared, peer reviewed, and then transmitted to you.

Activity 5 - Support Implementation (Optional)
If the City desires to move forward with the transition to OCFA services, a myriad of details will need to be managed. Management Partners has accomplished this type of project management on numerous occasions.

Should you wish assistance in this way, we will prepare a proposal for your consideration. Our assistance would start with preparation of an Implementation Action Plan incorporating each step in the transition process. The plan would set forth the steps required for implementation, assigns responsibility for action, and an assigned priority level for each step. We would then work with the City and OCFA to ensure that the transition is completed smoothly and on schedule.

Mr. Jeff Collier Page 5
Our Team
We have a strong project team that is well qualified to complete this work for the City of Fullerton. Andy Belknap will serve as project director and will oversee the substantive work of the project. Carol Jacobs will serve as project manager and will be responsible for execution of the project. They will be supported by fire subject-matter experts Mark Bisbee and Ned Pettus, finance subject-matter expert Chris Bigham, and analyst Jessica Oliphant. Brief qualifications of each team member are provided Andrew Belknap, Senior Vice President
• More than 20 years of local government experience, including service as a city manager, public works director, a variety of interim management positions, and as consultant to California municipalities and special districts.
• Expert in local government financial management; has led numerous projects to address structural fiscal deficits in diverse settings including the cities of San Jose, Fremont, Santa Ana, Santa Cruz, Bakersfield, Sacramento and Tracy, California as well as the Ports of Oakland and West Sacramento. • During 2008 and 2009, Andy served as an expert witness in the City of Vallejo's bankruptcy proceeding. In 2011 and 2014 he served as project manager for the City of Stockton's AB 56 process mediation and subsequent chapter 9 bankruptcy and recovery. Between 2015 and 2017 he managed the City of San Bernardino's bankruptcy and developed the plan of adjustment for the City, which led to fundamental changes in governance and operations. • As a result of bankruptcy recovery and other work, he is expert at developing alternative service delivery arrangements, as well as revenue development, over a broad array of municipal services including law enforcement, fire, EMS, code enforcement, public works, parks and recreation and community development
• Andy has served well over 200 California and Nevada local governments, many on multiple occasions, including 19 of the largest 20 cities.
• A trained economist, Andy brings a special expertise to fiscal analysis and public finance issues.

His blend of quantitative skills, coupled with a practitioner's understanding of public services and management systems, adds value to all types of organizational and policy analysis. • Working with a detailed long term fiscal model Andy and Management Partners have developed a tool for modeling "revenue loss" and other eligible funding uses, as specified in the American Rescue Plan (ARPA) legislation and Treasury rules. The model can run a multitude of scenarios and be used in workshops considering alternative uses for ARPA funding.

Carol Jacobs, Executive-Vice President/Chief Operating Officer • Serves as Management Partners' executive vice president/chief operating officer, with operating responsibility for the entire firm.

Jacobs has held a wide range of roles across local government and consulting, including multiple stints as a city manager, and served most recently as assistant city manager of the City of Newport Beach, California. In that role she had responsibility for functions as varied as fire, library, harbor, information technology, utilities and homelessness, with service as interim finance director and harbormaster.

Mr. Jeff Collier Page 6
• She also served as city manager for the Southern California cities of Eastvale and Stanton; as interim city manager for the City of Grand Terrace, California; and a series of roles with increasing responsibility for the City of Costa Mesa, California. • Jacobs' consulting experience includes managing a financial solutions practice area that served local governments, with responsibility for managing client needs, preparing financial studies, and conducting management and organizational reviews.

Mark Bisbee, Special Advisor
• Diverse career with state and local government fire agencies for 36 years. • Began his career with CalFire, where he served for 17 years and then went to the City of Watsonville for 13 years, where he progressed from battalion chief to the position of fire chief.
• Established and implemented many organizational improvements for the Watsonville Fire Department, including advanced life support services, a gap analysis, three successful strategic plans, two long-term plans, fleet upgrades, updates to fee schedules, fire code improvements, new policy and professional development programs, and a successful public safety tax measure. • Received a Governor's Safety Award, and served as president of the NorCal Training Officers, a section of the California Fire Chief's Association.
• Holds professional designations of Certified Chief Officer and State Fire Training Master Instructor, as well as California Incident Command Certification System (CICCS) designations.

Ned Pettus Jr., Ph.D., Special Advisor
• Served most recently as Public Safety Director for the City of Columbus, Ohio, where he managed the operations and mission of the Divisions of Fire, Police and Support Services.
• As Public Safety Director, oversaw annual budget of approximately $635 million - 65% of the City's General Fund budget and approximately half of the City's total personnel.
• His tenure included deployment of body-worn cameras; installation of ShotSpotter Gunfire Detection System; appointment of Columbus' first Police Chief from outside the Division, Elaine Bryant, who is also the first African-American female to be appointed Columbus Police Chief; establishment of a Civilian Review Board and an Office of Inspector General for the Division of Police; deployment of the Rapid Response Emergency Addiction and Crisis Team and Specialized Program Providing Assessment, Resources and Connection.
• Served in the Columbus Division of Fire for 35 years, moving up through the ranks to the position of fire chief, which he held for a decade.
• Under his leadership, the Columbus Division of Fire received international accreditation from the Commission on Fire Accreditation, International (CFAI) in March of 2007, and was reaccredited in August, 2012.
• Recognized as the 2009 Metropolitan Fire Chief of the Year award, and served as Secretary, Treasurer, Vice President and President of the Metropolitan Fire Chiefs Association, a section of the International Association of Fire Chiefs (IAFC) and the National Fire Protection Association.

Holds professional designations of Chief Fire Officer (CFO) and of the Institution of Fire Engineers.

Serves on the Advisory Board for the Center for Public Safety and Cybersecurity Education at Franklin University, and as one of their two Executives in Residence.

Mr. Jeff Collier Page 7
Christopher A. Bigham, CPA, Special Advisor
• Over 30 years of local government experience specializing in management of support services and financial services including budget, finance, internal audit, pension, human resources, information technology and data analytics.
• Former assistant city manager for the City of Cincinnati, responsible for an all-funds budget of $1.4 billion.
• As budget director for seven years, worked directly with the city manager and elected officials to get the annual budget adopted.
• Led Cincinnati's Recreation Department, gaining valuable perspective on front-line operations. • As finance manager, was responsible for estimating annual revenues for all City funds and reviewing and adjusting estimates during the fiscal year. • Has repeatedly demonstrated a proactive approach to decision-making and implementing change in an organization.

Jessica Oliphant, Management Analyst
• Experienced in many facets of local government management, including budget preparation and analysis, process improvement, community engagement, and understanding the fiscal impacts of policy changes. • Served as a budget analyst in the Finance Department of the City of Kansas City, Missouri and was a Cookingham-Noll City Management Fellow in Kansas City's City Manager's Office. Duties included analyzing large fiscal datasets, developing fixed cost rates, analyzing historical budget trends, and improving the process of applying to the City's Board and Commissions.
• Won an All-America City award based on her research of innovative programs in response to the Covid-19 pandemic.
• Also served in the AmeriCorps VISTA program, as a research assistant examining management techniques, and as an intern in the ACLU's Women's Rights Project.

Received a master's degree in public administration from New York University's Wagner Graduate School of Public Service and a Bachelor of Arts degree in public policy, also from New York University.

Our Experience and Qualifications
We have provided references below for jurisdictions we have assisted in the recent past with relevant projects. In addition, our website, managementpartners.com, has information about our past clients, which includes hundreds of jurisdictions in 44 states, and you are welcome to contact any of them about our performance.

City of San Bernardino, California Annexation of the City of San Bernardino Fire Department into the San Bernardino County Fire Protection District Management Partners was retained by San Bernardino in 2015 to lead bankruptcy recovery efforts after a court gave the city a deadline to file a Plan of Adjustment. A key component of this plan was to regionalize fire service delivery. Management Partners developed an RFP approach to see what options existed and worked with the City to develop an approach to annex to the County Fire Protection District.

Our analysis indicated that this approach would allow the City to reduce costs and generate additional Mr. Jeff Collier Page 8
revenue. The fire annexation was processed through San Bernardino LAFCO in an effort led by Management Partners. The annexation was effective July 1, 2016. The net gain to the city's general fund is estimated at $10.5 million annually. All existing employees wishing to retain their positions were offered employment by the Fire Protection District. Subsequent analysis of the service delivery provided by the new system found that response time had been improved by approximately 4 minutes due to a streamlined dispatch system.

Contact: Chief Mark Hartwig (former San Bernardino Fire Protection District Chief) Santa Barbara County Fire Department
(805) 681-5500
[email protected]
Metropolitan Transportation Commission and Association of Bay Area Governments, California Merger Study
Management Partners was engaged to conduct a merger study of MTC and ABAG to examine the policy, management, financial, and legal implications associated with further integration beyond a planning staff consolidation, up to and including institutional merger between the two agencies. Management Partners completed a range of activities including extensive interviews, many stakeholder meetings, research on alternative models and significant background research leading to an options analysis and recommendation for consideration by both agencies. Both agencies formally supported a consolidation of staff within MTC and future consideration of governance options in a time period to be determined.

Andrew Belknap served as project director for the study.

Contact: Ms. Alix Bockelman, Deputy Director/MTC
375 Beale St., #800, San Francisco, CA 94105
(415) 778-6700
[email protected]
City of Brentwood, California → Fire Revenue Projections and Report on Citizen Initiative Management Partners assisted the City of Brentwood to assess funding solutions and develop revenue options for the East Contra Costa Fire Protection District which primarily serves Brentwood, Oakley, and Discovery Bay. The District is challenged by serious budget issues which forced them to cut services and staff. Some temporary fixes had been implemented to maintain services at minimally sufficient levels, but Brentwood was interested in a long-term funding solution. Outcomes included the modeling of various revenue options, accompanied by revenue projections, with a focus on the consideration of a utility users tax (UUT). On a related note, Management Partners prepared an independent assessment of a proposed popular initiative submitted in 2019, which would have required the City of Brentwood to fund East Contra Costa Fire Protection District operations Contact: Mr. Kerry Breen, Finance Director
150 City Park Way, Brentwood CA 94513
(925) 516-5460
[email protected]
Hours and Cost
Management Partners anticipates devoting 289 hours of our staff time to complete the plan of work described above. The total cost of this project is $74,900, which includes all fees and expenses. The ultimate test of a quality project is that the client is pleased with the results, and we are committed to achieving that goal.

Mr. Jeff Collier Page 9
Please let me know if we can provide any additional information.

Sincerely,
Jeny Argumen
Jerry Newfarmer
President and CEO
Accepted for the City of Fullerton by:

Name:

Title:

Date:
>

EXHIBIT B

CERTIFICATES OF INSURANCE
ACORD® CERTIFICATE OF LIABILITY INSURANCE DATE (MM/DD/YYYY) 3/9/2022
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

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 t 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).

NAME:

HAUSER PHONE
5905 E. Galbraith Rd, Ste 9000 (AIC. No. Ext): 513-745-9200 (AIC, No): 513-745-9219 E-MAIL
Cincinnati OH 45236 ADDRESS: [email protected]
INSURERS) AFFORDING COVERAGE NAIC #
INSURER A : Houston Specialty Insurance Company 12936
INSURED MANAPAR-01
INSURER B:

Management Partners, Inc.
1730 Madison Road INSURER C :

Cincinnati OH 45206 INSURER D:

INSURER E:

INSURER F:

COVERAGES CERTIFICATE NUMBER: 1790585907

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 ADDL SUBR
LTR TYPE OF INSURANCE INSR WYD. POLICY NUMBER LIMITS
GENERAL LIABILITY EACH OCCURRENCE $

DAMAGE TO RENTED
COMMERCIAL GENERAL LIABILITY PREMISES (Ea occurrence) $ CLAIMS-MADE OCCUR MED EXP (Any one person) $
PERSONAL & ADV INJURY $
GENERAL AGGREGATE $
GEN'L AGGREGATE LIMIT APPLIES PER: PRODUCTS - COMP/OP AGG POLICY PRO. LOC

AUTOMOBILE LIABILITY HE SEE SINGLE LIMIT
$
ANY AUTO BODILY INJURY (Per person)
ALL OWNED SCHEDULED BODILY INJURY (Per accident) s

AUTOS AUTOS

NON-OWNED
HIRED AUTOS AUTOS $

UMBRELLA LIAB OCCUR EACH OCCURRENCE

EXCESS LIAB CLAIMS-MADE AGGREGATE
DED _ RETENTION$

WORKERS COMPENSATION TORY LANES

AND EMPLOYERS' LIABILITY YIN
ANY PROPRIETOR/PARTNER/EXECUTIVE ELL. EACH ACCIDENT $
OFFICER/MEMBER EXCLUDED? N/ A
(Mandatory in NH) E.L. DISEASE - EA EMPLOYEE $
yes, describe und
SCRIPTION OF OPERATIONS belo E.L. DISEASE - POLICY LIMIT $ Professional Liability MEO-HS-0002682-00 3/1/2022 3/1/2023 $2,000,000 Limit $5,000 Retention DESCRIPTION OF OPERATIONS / LOCATIONS / VEHICLES (Attach ACORD 101, Additional Remarks Schedule, If more space is required)

CERTIFICATE HOLDER CANCELLATION

SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE

THE EXPIRATION DATE ACCORDANCE THE POLICY PROVING WILL BE DELIVERED IN City of Fullerton
303 W. Commonwealth Ave AUTHORIZED REPRESENTATIVE
Fullerton CA 92832
Д.M. Warall
© 1988-2010 ACORD CORPORATION. All rights reserved.

ACORD 25(2010/05) The ACORD name and logo are registered marks of ACORD ACORD® CERTIFICATE OF LIABILITY INSURANCE DATE (MM/DDAYYY) 3/10/2022
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.

PRODUCER Liberty Mutual Insurance
PO Box 188065 PHONE 800-962-7132 800-845-3666
Fairfield, OH 45018 [email protected]
INSURERS) AFFORDING COVERAGE NAIC #
INSURERA: American Fire and Casually Company 24066
INSURED INSURER B: Ohio Security Insurance Company 24082 Management Partners In
730 Madison R INSURER C:

Cincinnati OH 45206 INSURER D:

INSURER E:

INSURER F:

COVERAGES CERTIFICATE NUMBER: 67143806 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 INSR

LTR TYPE OF INSURANCE INSO WYD POLICY NUMBER LIMITS
/ COMMERCIAL GENERAL LIABILITY BKS57826057 3/1/2022 3/1/2023 $1,000,000

EACH OCCURRENCE

DAMAGE TO RENTED
CLAIMS-MADE / OCCUR PREMISES (Ea occurrence) $1,000,000 MED EXP (Any one person) $15,000
PERSONAL & ADV INJURY $1,000,000
GEN'L AGGREGATE LIMIT APPLIES PER: GENERAL AGGREGATE $2,000,000 / POLICY PECT LOC PRODUCTS - COMPIOP AGG
32000,000
OTHER:

A AUTOMOBILE LIABILITY BAA57826057 3/1/2022 3/1/2023 SENSINGLE LIMITE • ANYAUTO BODILY INJURY (Per person)
OWNED SCHEDULED BODILY INJURY (Per accident) S

AUTOS ONLY AUTOS

HIRED NON-OWNED
/ AUTOS ONLY AUTOS ONLY
UMBRELLA LIAB / OCCUR USO57826057 3/1/2022 3/1/2023 EACH OCCURRENCE $5,000,000 EXCESS LIAB CLAIMS-MADE AGGREGATE $5,000,000
DED V RETENTION$0.00 $
WORKERS COMPENSATION XWS57826057 3/1/2022 3/1/2023 / STATUTE

AND EMPLOYERS' LIABILITY
ANYPROPRIETORPARTNER/EXECUTIVE E.L. EACH ACCIDENT $1,000,000 Mandatory in NEPEXCLUDED? EL. DISEASE - FA EMPLOYEE $1,000.000 DES IT OF OPERATION DON E.L. DISEASE - POLICY LIMIT $1,000.00( B Employment Practices Liability BKS57826057 3/1/2022 3/1/2023 er Claim Limi $10,000 Aggregate Limit $10,000
Per Claim Deductible $5,000
DESCRIPTION OF OPERATIONS/ LOCATIONS / VEHICLES (ACORD 101, Additional Remarks Schedule, may be attached if more space is required) of the policy issued to the Additional Insured
30 Day Notice of Cancellation *10 Day Notice of Cancellation for Cancellation for Non-Payment of Premium

CERTIFICATE HOLDER CANCELLATION

SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE City of Fullerton THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN 303 W. Commonwealth Ave. ACCORDANCE WITH THE POLICY PROVISIONS.

Fullerton CA 92832

AUTHORIZED REPRESENTATIVE
Mihelle Stopper
Michelle Hopper
© 1988-2015 ACORD CORPORATION. All rights reserved.

ACORD 25(2016/03) The ACORD name and logo are registered marks of ACORD 67143806 | 57826057 | 22-23 GL AU UMB WC OT | Michelle Hopper | 3/10/2022 10:53:03 AM (EST) | Page 1 Of 10

COMMERCIAL GENERAL LIABILITY
CG 80 61 01 14
THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY.

AMENDMENT OF CANCELLATION PROVISIONS
This endorsement modifies insurance provided under the following:

COMMERCIAL GENERAL LIABILITY COVERAGE PART
Any term or provision of the Cancellation Conditions of the policy or any endorsement amending or replacing such Conditions is amended by the following:

A. If we cancel this policy for any reason other than nonpayment of premium, we will notify the person or organization shown in the Schedule below. In no event will the notice to the person or organization scheduled below exceed the notice to the first named insured.

B. Our obligation to send notice to the person or organization listed in the Schedule below will terminate at the earlier of the current policy period expiration or when you no longer have a legal or contractual obligation to such person or organization to maintain insurance coverage under a policy which requires that such person or organization be notified in the event of cancellation.

SCHEDULE
Name:

City of Fullerton
sulerton, CA 92832lth Ave.

2. Address:
303 W. Commonwealth Ave
Fullertor CA 92832
Number of days advance notice:

All other terms and conditions of this policy remain unchanged. © 2014 Liberty Mutual Agency Corporation. All rights reserved.

CG 80 61 01 14 Includes copyrighted material of Insurance Services Office, Inc., with its permission. Page 1 of 1 67143806 | 57826057 | 22-23 GL AU UMB WC OT | Michelle Hopper | 3/10/2022 10:53:03 AM (BST) | Page 2 of 10

COMMERCIAL GENERAL LIABILITY
CG 88 10 04 13
THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY.

COMMERCIAL GENERAL LIABILITY EXTENSION
This endorsement modifies insurance provided under the following:

COMMERCIAL GENERAL LIABILITY COVERAGE PART
INDEX

SUBJECT PAGE
NON-OWNED AIRCRAFT 2
NON-OWNED WATERCRAFT 2
PROPERTY DAMAGE LIABILITY - ELEVATORS 2
EXTENDED DAMAGE TO PROPERTY RENTED TO YOU (Tenant's Property Damage) 2 MEDICAL PAYMENTS EXTENSION 3
EXTENSION OF SUPPLEMENTARY PAYMENTS - COVERAGES A AND B 3 ADDITIONAL INSUREDS - BY CONTRACT, AGREEMENT OR PERMIT 3 PRIMARY AND NON-CONTRIBUTORY - ADDITIONAL INSURED EXTENSION 5 ADDITIONAL INSUREDS - EXTENDED PROTECTION OF YOUR "LIMITS OF INSURANCE" 6 WHO IS AN INSURED - INCIDENTAL MEDICAL ERRORS/MALPRACTICE AND WHO IS AN INSURED - 6

FELLOW EMPLOYEE EXTENSION - MANAGEMENT EMPLOYEES
NEWLY FORMED OR ADDITIONALLY ACQUIRED ENTITIES 7
FAILURE TO DISCLOSE HAZARDS AND PRIOR OCCURRENCES 7
KNOWLEDGE OF OCCURRENCE, OFFENSE, CLAIM OR SUIT 7
LIBERALIZATION CLAUSE 7
BODILY INJURY REDEFINED 7
EXTENDED PROPERTY DAMAGE 8
WAIVER OF TRANSFER OF RIGHTS OF RECOVERY AGAINST OTHERS TO US - 8

WHEN REQUIRED IN A CONTRACT OR AGREEMENT WITH YOU
© 2013 Liberty Mutual Insurance
CG 88 10 04 13 Includes copyrighted material of Insurance Services Office, Inc., with its permission. Page 1 of 8 67143806 | 57826057 | 22-23 GL AU UM3 WC OT | Michelle Hopper | 3/10/2022 10:53:03 AM (BST) | Page 3 of 10 With respect to coverage afforded by this endorsement, the provisions of the policy apply unless modified by the endorsement.

A. NON-OWNED AIRCRAFT
Under Paragraph 2. Exclusions of Section I - Coverage A - Bodily Injury And Property Damage Liability, exclusion g. Aircraft, Auto Or Watercraft does not apply to an aircraft provided:

1. It is not owned by any insured;

2. It is hired, chartered or loaned with a trained paid crew;

3. he pilot in command holds a currently effective certificate, issued by the duly constituted authority of th Inited States of America or Canada, designating her or him a commercial or airline pilot: and

4. It is not being used to carry persons or property for a charge.

However, the insurance afforded by this provision does not apply if there is available to the insured other valid and collectible insurance, whether primary, excess (other than insurance written to apply specifically in excess of this policy), contingent or on any other basis, that would also apply to the loss covered under this provision.

B. NON-OWNED WATERCRAFT
Under Paragraph 2. Exclusions of Section I - Coverage A - Bodily Injury And Property Damage Liability, Subparagraph (2) of exclusion g. Aircraft, Auto Or Watercraft is replaced by the following:

This exclusion does not apply to:
(2) A watercraft you do not own that is:
(a) Less than 52 feet long; and
(b) Not being used to carry persons or property for a charge.

C. PROPERTY DAMAGE LIABILITY - ELEVATORS

1. Under Paragraph 2. Exclusions of Section I - Coverage A - Bodily Injury And Property Damage Liability, Subparagraphs (3), (4) and (6) of exclusion j. Damage To Property do not apply if such "property damage" results from the use of elevators. For the purpose of this provision, elevators do not include vehicle lifts. Vehicle lifts are lifts or hoists used in automobile service or repair operations.

The following is added to Section IV - Commercial General Liability Conditions, Condition 4. Other Insurance, Paragraph b. Excess Insurance:

The insurance afforded by this provision of this endorsement is excess over any property insurance, whether primary, excess, contingent or on any other basis.

D. EXTENDED DAMAGE TO PROPERTY RENTED TO YOU (Tenant's Property Damage) If Damage To Premises Rented To You is not otherwise excluded from this Coverage Part:

Under Paragraph 2. Exclusions of Section I - Coverage A - Bodily Injury and Property Damage Liability:
a. The fourth from the last paragraph of exclusion j. Damage To Property is replaced by the following:

Paragraphs (1), (3) and (4) of this exclusion do not apply to "property damage" (other than damage by fire, lightning, explosion, smoke, or leakage from an automatic fire protection system) (i) Premises rented to you for a period of 7 or fewer consecutive days; or (ii) Contents that you rent or lease as part of a premises rental or lease agreement for a period of more than 7 days.

Paragraphs (1), (3) and (4) of this exclusion do not apply to "property damage" to contents of premises rented to you for a period of 7 or fewer consecutive days.

A separate limit of insurance applies to this coverage as described in Section III - Limits of Insurance.
© 2013 Liberty Mutual Insurance
CG 88 10 04 13 Includes copyrighted material of Insurance Services Office, Inc., with its permission. Page 2 of 8 67143806 | 57826057 | 22-23 GL AU UMB WC OT | Michelle Hopper | 3/10/2022 10:53:03 AM (EST) | Page 4 of 10 b. The last paragraph of subsection 2. Exclusions is replaced by the following:

Exclusions c. through n. do not apply to damage by fire, lightning, explosion, smoke or leakage from automatic fire protection systems to premises while rented to you or temporarily occupied by you with permission of the owner. A separate limit of insurance applies to Damage To Premises Rented To You as described in Section III - Limits Of Insurance.

Paragraph 6. under Section III - Limits Of Insurance is replaced by the following:

6. Subject to Paragraph 5. above, the Damage To Premises Rented To You Limit is the most we will pay under Coverage A for damages because of "property damage" to:
a. Any one premise:
(1) While rented to you; or
(2) While rented to you or temporarily occupied by you with permission of the owner for damage by fire, lightning, explosion, smoke or leakage from automatic protection systems; or
b. Contents that you rent or lease as part of a premises rental or lease agreement.

3. As regards coverage provided by this provision D. EXTENDED DAMAGE TO PROPERTY RENTED TO YOU (Tenant's Property Damage) - Paragraph 9.a. of Definitions is replaced with the following:

9.a. A contract for a lease of premises. However, that portion of the contract for a lease of premises that indemnifies any person or organization for damage by fire, lightning, explosion, smoke, or leakage from automatic fire protection systems to premises while rented to you or temporarily occupied by you with the permission of the owner, or for damage to contents of such premises that are included in your premises rental or lease agreement, is not an "insured contract".

MEDICAL PAYMENTS EXTENSION
If Coverage C Medical Payments is not otherwise excluded, the Medical Payments provided by this policy are amended as follows:

Under Paragraph 1. Insuring Agreement of Section I - Coverage C - Medical Payments, Subparagraph (b) of Paragraph a. is replaced by the following:
(b) The expenses are incurred and reported within three years of the date of the accident; and F. EXTENSION OF SUPPLEMENTARY PAYMENTS - COVERAGES A AND B

1. Under Supplementary Payments - Coverages A and B, Paragraph 1.b. is replaced by the following:
b. Up to $3,000 for cost of bail bonds required because of accidents or traffic law violations arising out of the use of any vehicle to which the Bodily Injury Liability Coverage applies. We do not have to furnish these bonds.

2. Paragraph 1.d. is replaced by the following:
d. All reasonable expenses incurred by the insured at our request to assist us in the investigation or defense of the claim or "suit", including actual loss of earnings up to $500 a day because of time off from work.

G. ADDITIONAL INSUREDS - BY CONTRACT, AGREEMENT OR PERMIT Paragraph 2. under Section II - Who Is An Insured is amended to include as an insured any person or organization whom you have agreed to add as an additional insured in a written contract, written agreement or permit. Such person or organization is 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:
a. Your acts or omissions, or the acts or omissions of those acting on your behalf, in the performance of your on going operations for the additional insured that are the subject of the written contract or written agreement provided that the "bodily injury" or "property damage" occurs, or the "personal and advertising injury" is committed, subsequent to the signing of such written contract or written agreement; or
© 2013 Liberty Mutual Insurance
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d. Operations performed by you or on your behalf for which the state or political subdivision has issued a permit subject to the following additional provisions:
(1) This insurance does not apply to "bodily injury", "property damage", or "personal and advertising injury" arising out of the operations performed for the state or political subdivision;
(2) This insurance does not apply to "bodily injury" or "property damage" included within the "completed operations hazard"
(3) Insurance applies to premises you own, rent, or control but only with respect to the following hazards:
a) The existence, maintenance, repair, construction, erection, or removal of advertising signs, awnings, canopies, cellar entrances, coal holes, driveways, manholes, marquees, hoist away openings, sidewalk vaults, street banners, or decorations and similar exposures; or
(b) The construction, erection, or removal of elevators; or (c) The ownership, maintenance, or use of any elevators covered by this insurance.

However:

The insurance afforded to such additional insured only applies to the extent permitted by law; and If coverage provided to the additional insured is required by a contract or agreement, the insurance afforded to such additional insured will not be broader than that which you are required by the contract or agreement to provide for such additional insured.

With respect to Paragraph 1.a. above, a person's or organization's status as an additional insured under this endorsement ends when:
(1) All work, including materials, parts or equipment furnished in connection with such work, on the project (other than service, maintenance or repairs) to be performed by or on behalf of the additional insured(s) at the location of the covered operations has been completed; or
(2) That portion of "your work" out of which the injury or damage arises has been put to its intended use by any person or organization other than another contractor or subcontractor engaged in performing operations for a principal as a part of the same project.

With respect to Paragraph 1.b. above, a person's or organization's status as an additional insured under this endorsement ends when their written contract or written agreement with you for such premises or facilities ends.

With respects to Paragraph 1.c. above, this insurance does not apply to any "occurrence" which takes place after the equipment rental or lease agreement has expired or you have returned such equipment to the lessor.

The insurance provided by this endorsement applies only if the written contract or written agreement is signed prior to the "bodily injury" or "property damage".

We have no duty to defend an additional insured under this endorsement until we receive written notice of a "suit" by the additional insured as required in Paragraph b. of Condition 2. Duties In the Event Of Occurrence, Offense, Claim Or Suit under Section IV - Commercial General Liability Conditions. © 2013 Liberty Mutual Insurance
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2. With respect to the insurance provided by this endorsement, the following are added to Paragraph 2.

Exclusions under Section I - Coverage A - Bodily Injury And Property Damage Liability:

This insurance does not apply to:
a. "Bodily injury" or "property damage" arising from the sole negligence of the additional insured. "Bodily injury" or "property damage" that occurs prior to you commencing operations at the location where such "bodily injury" or "property damage" occurs.

C. "Bodily injury", "property damage" or "personal and advertising injury" arising out of the rendering of, or the failure to render, any professional architectural, engineering or surveying services, including:
(1) The preparing, approving, or failing to prepare or approve, maps, shop drawings, opinions, reports, surveys, field orders, change orders or drawings and specifications; or (2) Supervisory, inspection, architectural or engineering activities.

This exclusion applies even if the claims against any insured allege negligence or other wrongdoing in the supervision, hiring, employment, training or monitoring of others by that insured, if the "occurrence" which caused the "bodily injury" or "property damage", or the offense which caused the "personal and advertising injury", involved the rendering of, or the failure to render, any professional architectural, engineering or surveying services.
d. "Bodily injury" or "property damage" occurring after:
(1) All work, including materials, parts or equipment furnished in connection with such work, on the project (other than service, maintenance or repairs) to be performed by or on behalf of the additional insured(s) at the location of the covered operations has been completed; or
(2) That portion of "your work" out of which the injury or damage arises has been put to its intended use by any person or organization other than another contractor or subcontractor engaged in performing operations for a principal as a part of the same project. e. Any person or organization specifically designated as an additional insured for ongoing operations by a separate ADDITIONAL INSURED - OWNERS, LESSEES OR CONTRACTORS endorsement issued by us and made a part of this policy.

With respect to the insurance afforded to these additional insureds, the following is added to Section III - Limits Of Insurance:

If coverage provided to the additional insured is required by a contract or agreement, the most we will pay on behalf of the additional insured is the amount of insurance:
a. Required by the contract or agreement; or
b. Available under the applicable Limits of Insurance shown in the Declarations; whichever is less.

This endorsement shall not increase the applicable Limits of Insurance shown in the Declarations.

H. PRIMARY AND NON-CONTRIBUTORY ADDITIONAL INSURED EXTENSION This provision applies to any person or organization who qualifies as an additional insured under any form or endorsement under this policy.

Condition 4. Other Insurance of SECTION IV - COMMERCIAL GENERAL LIABILITY CONDITIONS is amended as follows:
a. The following is added to Paragraph a. Primary Insurance:

If an additional insured's policy has an Other Insurance provision making its policy excess, and © 2013 Liberty Mutual Insurance
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When a written contract or written agreement, other than a premises lease, facilities rental contract or agreement, an equipment rental or lease contract or agreement, or permit issued by a state or political subdivision between you and an additional insured does not require this insurance to be primary or primary and non-contributory, this insurance is excess over any other insurance for which the additional insured is designated as a Named Insured.

Regardless of the written agreement between you and an additional insured, this insurance is excess over any other insurance whether primary, excess, contingent or on any other basis for which the additional insured has been added as an additional insured on other policies.

I. ADDITIONAL INSUREDS - EXTENDED PROTECTION OF YOUR "LIMITS OF INSURANCE" This provision applies to any person or organization who qualifies as an additional insured under any form or endorsement under this policy.

1. The following is added to Condition 2. Duties In The Event Of Occurrence, Offense, Claim or Suit:

An additional insured under this endorsement will as soon as practicable:
a. Give written notice of an "occurrence" or an offense that may result in a claim or "suit" under this insurance to us;
b. Tender the defense and indemnity of any claim or "suit" to all insurers whom also have insurance available to the additional insured; and
C. Agree to make available any other insurance which the additional insured has for a loss we cover under this Coverage Part.
d. We have no duty to defend or indemnify an additional insured under this endorsement until we receive written notice of a "suit" by the additional insured.

The limits of insurance applicable to the additional insured are those specified in a written contract or written agreement or the limits of insurance as stated in the Declarations of this policy and defined in Section Ill - Limits of Insurance of this policy, whichever are less. These limits are inclusive of and not in addition to the limits of insurance available under this policy.

WHO IS AN INSURED - INCIDENTAL MEDICAL ERRORS / MALPRACTICE

WHO IS AN INSURED - FELLOW EMPLOYEE EXTENSION - MANAGEMENT EMPLOYEES Paragraph 2.a.(1) of Section II - Who Is An Insured is replaced with the following:
(1) "Bodily injury" or "personal and advertising injury":
(a) To you, to your partners or members (if you are a partnership or joint venture), to your members (if you are a limited liability company), to a co-"employee" while in the course of his or her employment or performing duties related to the conduct of your business, or to your other "volunteer workers" while performing duties related to the conduct of your business; (b) To the spouse, child, parent, brother or sister of that co-"employee" or "volunteer worker" as a consequence of Paragraph (1) (a) above;
(c) For which there is any obligation to share damages with or repay someone else who must pay damages because of the injury described in Paragraphs (1) (a) or (b) above; or (d) Arising out of his or her providing or failing to provide professional health care services. However, if you are not in the business of providing professional health care services or providing professional health care personnel to others, or if coverage for providing professional health care services is not otherwise excluded by separate endorsement, this provision (Paragraph (d)) does not apply.
© 2013 Liberty Mutual Insurance
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However, none of these "employees" are insureds for "bodily injury" or "personal and advertising injury" arising out of their willful conduct, which is defined as the purposeful or willful intent to cause "bodily injury" or "personal and advertising injury", or caused in whole or in part by their intoxication by liquor or controlled substances.

The coverage provided by provision J. is excess over any other valid and collectable insurance available to your "employee".

K. NEWLY FORMED OR ADDITIONALLY ACQUIRED ENTITIES
Paragraph 3. of Section II - Who Is An Insured is replaced by the following:

3. Any organization you newly acquire or form and over which you maintain ownership or majority interest, will qualify as a Named Insured if there is no other similar insurance available to that organization.

However:
a. Coverage under this provision is afforded only until the expiration of the policy period in which the entity was acquired or formed by you;
b. Coverage A does not apply to "bodily injury" or "property damage" that occurred before you acquired or formed the organization; and
c. Coverage B does not apply to "personal and advertising injury" arising out of an offense committed before you acquired or formed the organization. d. Records and descriptions of operations must be maintained by the first Named Insured.

No person or organization is an insured with respect to the conduct of any current or past partnership, joint venture or limited liability company that is not shown as a Named Insured in the Declarations or qualifies as an insured under this provision.

L. FAILURE TO DISCLOSE HAZARDS AND PRIOR OCCURRENCES
Under Section IV - Commercial General Liability Conditions, the following is added to Condition 6.

Representations:

Your failure to disclose all hazards or prior "occurrences" existing as of the inception date of the policy shall not prejudice the coverage afforded by this policy provided such failure to disclose all hazards or prior "occurrences" is not intentional.

M. KNOWLEDGE OF OCCURRENCE, OFFENSE, CLAIM OR SUIT
Under Section IV - Commercial General Liability Conditions, the following is added to Condition 2. Duties In The Event of Occurrence, Offense, Claim Or Suit:

Knowledge of an "occurrence", offense, claim or "suit" by an agent, servant or "employee" of any insured shall not in itself constitute knowledge of the insured unless an insured listed under Paragraph 1. of Section II - Who Is An Insured or a person who has been designated by them to receive reports of "occurrences", offenses, claims or "suits" shall have received such notice from the agent, servant or "employee".

N. LIBERALIZATION CLAUSE
If we revise this Commercial General Liability Extension Endorsement to provide more coverage without additional premium charge, your policy will automatically provide the coverage as of the day the revision is effective in your state.
o. BODILY INJURY REDEFINED
Under Section V - Definitions, Definition 3. is replaced by the following:

3. "Bodily Injury" means physical injury, sickness or disease sustained by a person. This includes menta anguish, mental injury, shock, fright or death that results from such physical injury, sickness or disease. © 2013 Liberty Mutual Insurance
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Foolision a. of COVERAGE A. BODILY INJURY AND PROPERTY DAMAGE LIABILITY is replaced by the a. Expected Or Intended Injury
"Bodily injury" or "property damage" expected or intended from the standpoint of the insured. This exclusion does not apply to "bodily injury" or "property damage" resulting from the use of reasonable force to protect persons or property.

Q. WAIVER OF TRANSFER OF RIGHTS OF RECOVERY AGAINST OTHERS TO US - WHEN REQUIRED IN A

CONTRACT OR AGREEMENT WITH YOU
Under Section IV - Commercial General Liability Conditions, the following is added to Condition 8. Transfer Of Rights Of Recovery Against Others To Us:

We waive any right of recovery we may have against a 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" provided:

1. You and that person or organization have agreed in writing in a contract or agreement that you waive such rights against that person or organization; and

2. The injury or damage occurs subsequent to the execution of the written contract or written agreement. © 2013 Liberty Mutual Insurance
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