CITY OF FULLERTON
PROFESSIONAL SERVICES AGREEMENT
WITH
HdL Coren & Cone
THIS AGREEMENT is made and entered into this 18th day of October, 2022 (“Effective Date”), by and between the CITY OF FULLERTON, a California municipal corporation (“City”), and HdL Coren and Cone, a California corporation (“Consultant”).
W I T N E S S E T H :
A. City proposes to utilize the services of Consultant as an independent contractor to provide certain property tax management, audit and information services, and 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 and perform the services herein contemplated.
C. 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
1.1. Scope of Services.
Consultant shall provide the professional services described in the Scope of Services & Fees Schedule attached hereto as Exhibit “A” and incorporated herein by this reference.
1.2. 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 and regulations 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;
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(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.
1.4. 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 employ ment and employment practices; workers’ compensation insurance and safety in employm ent; 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.
1.5. 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 sim ilar to the services that are subject to this Agreement or may have its own employees per form 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 disclos ure 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 in accordance with the Fee Rates Schedule as set forth in Cost Proposal hereto attached in Exhibit A. Year 1 through Year 3 are set at an annual fixed fee, with Years 4-7 and Optional Years 8-10 subject to annual fee increases capped at a 5% maximum increase, based on California Consumer Price Index (CCPI) as determined by the CA-All Urban Consumers Index, February over February period. Should CCPI be negative, Consultant agrees to reduce fees accordingly.
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2.2. Additional Services. Consultant may perform the additional services per the fee rates in Fees for Optional Services rates hereto attached in Exhibit A, which must be prescribed in writing and incorporated herein by this reference 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 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.
2.3. Method of Billing. Consultant may s ubmit 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
3.1. 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.
3.2. 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 for a seven (7) year term through October 31, 2029, and includes three (3) optional one-year renewal terms through October 31, 2032, 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
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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 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.
4.4. 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
5.1. 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.
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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 per occurrence or claim and $2,000,000 aggregate. 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.
5.4. Other Insurance Provisions. The required insurance policies shall contain or be endorsed to contain the following provisions:
A. 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 contribute with it.
C. Professional Liability. If the Professional Liability policy is written on a “claims made” form, the Retroactive Date must be shown and must be before the date of 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.
D. Workers’ Compensation and Employers’ Liability Insurance. Insurer shall waive their right of subrogation against City, its officers, employees and volunteers for work done on behalf of City.
E. 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.
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G. 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.
5.5 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.
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.
5.6 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.
6.3. 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
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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.
IF TO CONSULTANT: IF TO CITY:
HdL Coren & Cone
California S corporation
120 S. State College Blvd #200
Brea, CA 92821
Attn: Paula Cone, President
City of Fullerton
303 W. Commonwealth Ave.
Fullerton, CA 92832
Attn: Director of Administrative Services
6.5. Attorneys’ Fees. In the event that litigation is brought by any party in connection with this Agreement, the prevailing party shall be entitled to recover from the opposing party all costs and expenses, including reasonable attorneys’ fees, incurred by the prevailing party in the exercise of any of its rights or remedies hereu nder or the enforcement of any of the terms, 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.
6.7. Assignment. Consultant shall not vo luntarily 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.
6.8. 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
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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 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 of the 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, agent, or 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
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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 fo rm, including but not limited to, computer tapes, 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.
6.13. 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 doc uments 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 tr ade 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 w ill 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
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and negotiation of this Agreement and in the perfo rmance of its obligations hereunder except as expressly provided herein.
6.19. No Third Party Beneficiary Rights. This Agreement is entered into for the sole 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.
6.26. 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.
6.27 Executive Order N-6-22. On March 4, 2022, Governor Gavin Newsom issued Executive Order N-6-22 (the EO) regarding Ec onomic Sanctions against Russia and Russian entities and individuals. “Economic Sanctions” refers to sanctions imposed by the U.S. government in response to Russia’s actions in Ukraine, as well as any sanctions imposed under
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state law. The EO directs state agencies to terminate contracts with, and to refrain from entering any new contracts with, individuals or entities that are determined to be a target of Economic Sanctions. Accordingly, should the City determine Contractor is a target of Economic Sanctions or is conducting prohibited transactions with s anctioned individuals or entities, that shall be grounds for termination of this agreement. The City shall provide Contractor advance written notice of such termination, allowing Contractor at least 30 calendar days to provide a written response. Termination shall be at the sole discretion of the City.
Contractor shall immediately notify City in writing upon being subjected to Economic Sanctions or upon being charged by an government agency of conducting prohibited transactions within the meaning of Executive Order N-6-22.
6.28. Hiring of Consultant’s associates and/or subcontractors. City agrees that each of Consultant’s associates and/or sub contractors w ill only be able to obtain a direct contract or professional services agreement with the City, only after the expiration of the contract or professional services agreement with Consultant AND only after two (2) years from the expiration date of the contract or professional services agreement with Consultant. City agrees to hire one of Consultant’s associates and/or sub contractors as a full time, permanent, fully benefited employee of the City, only after City has performed a recruitment AND the associate and/or sub contractor has billed 960 hours to the City. City agrees to hire one of Consultant’s associates and/or sub contractors as a part time, non benefited employee on the City’s payroll only after the associate and/or sub contractor has billed 960 hours to the City and the City pays a fee of 5% of the associate and/or sub contractor’s annualized wages based on the hourly rate charged, to Consultant. If City employs Consultant’s associates and/or sub contractors through another temporary service or staffing agency, City agrees to pay a fee of 10% of the associate and/or sub contractor’s annualized wages based on the hourly rate charged, to Consultant.
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: __________________________ Eric J. Levitt, City Manager
CONSULTANT
__________________________________ Date: __________________________ Paula Cone, President
On File____________________________
Social Security or Taxpayer ID Number
10/05/2022
EXHIBIT A
SERVICES & FEES
City of Fullerton
October 5, 2022
PROPERTY TAX MANANGEMENT, INFORMATION AND AUDIT SERVICES
SCOPE OF SERVICES
Services provided include property tax management service, secured and unsecured parcel audits, budget projections, and Successor Agency support.
Reports and Management Analyses (1)
The company will provide the following reports . Reports are also available from prior years if required.
• A five-year history of the values within the city, successor agency and custom (city defined) geographic area;
• A listing of the largest value changes, positive and negative between tax years; • A listing of the major property owners, including the assessed value of their property and property use code designation;
• A listing of the major property tax payers, including an estimate of the property taxes; • A listing of property tax transfers which occurred since the lien date ordered by month; • A multiple year comparison of growth by use code designation over a 10-year period; • Calculate an estimate of property tax revenue anticipated to be received for the fiscal year based upon the initial information provided b y the County and subject to modification. This report is interactive for tax modeling . This estimate shall not be used to secure the indebtedness of the City.
• Property sales information, and Proposition 8 exposure and recapturing potential • Budget forecasting model for 1 and 5 -year projections for General Fund, Successor Agency and VLF In Lieu Revenues.
(1) Reports are based upon property tax information obtained from your county and supplemented by additional information from third parties. Some reports are dependent upon the availability of county data in electronic format.
Successor Agency Services
City of Fullerton
October 5, 2022
Successor Agency Services including but not limited to:
• Tax increment projections by project area and for the Successor Agency • Cash flows for the Successor Agency as requested
• Assistance with Redevelopment Obligation Payment Schedules as requested (additional charges may be required)
• Estimates of property tax revenues to be received by the City as requested • Monitor the County distribution of tax -sharing revenues to the City and to taxing entities of the former redevelopment agency
• Coordinate as necessary with the Auditor -Controller the relationship between the tax - sharing, debt service and other obligations of former redevelopment agency Monthly/Quarterly Reports and System Updates
• A listing of property tax appeals filed on properties in the City where data is available for purchase from the Clerk of the Board.
• A listing of property transfers that have occurred since the last report will be available through the software provided and updated on a monthly basis.
Web-Based Software
• The HdLCC provides a web -based software application to clients as a user- friendly tool to access the City’s property tax data. HdLCC provides updates to the data portion of the product on monthly basis to reflect changes in ownership, updated appeals filings, and deed recordings.
• As modifications and enhancements are made to the program, clients receive the enhanced version of the software at no additional cost. Training will be provided to city staff within the first two months after the execution of the agreement for property tax management and audit services and is available annually for new staff members or staff requiring a refresher course. If additional training sessions are required, the fees in the compensation section under hourly fees will be charged.
Identification and Correction of Errors
HdL Coren & Cone has the technology, methodology and trained staff to analyze all secured parcels within the City to identify costly errors resulting in the misallocation of property taxes.
City of Fullerton
October 5, 2022
The company audits the secured and unsecured property tax rolls to ensure that each is coded to the appropriate taxing entity. The company performs an analysis of the Assessor Rolls to identify all parcels on both the secured and unsecured tax rolls and verify that parcel assessed valuations and the resulting taxes are correctly allocated to the City. This analysis is accomplished through the use of specialized computer software, GIS maps, assessor maps, city maps, city records, other pertinent documents, and field investigations.
Fee for Services
CONTRACTOR shall provide the Base Services described a bove, for a fixed annual fee of $ 19,025 (invoiced quarterly) for 3 years. The fee is based on the number of parcels in the City of Fullerton (34,706 parcels).
Beginning on the third anniversary date , the Base Fixed Fee shall be adjusted annually by the California Consumer Price Index (CCPI) for all items as determined by the California Department of Industrial Relations as measured February to February by the California All Urban Consumers index equal to the CCPI but no greater than 5%.
On-Going Consultation
During the term of the contract, we serve as the resource staff to the County or agency on questions relating to property tax . This includes being "on- call" to assist with any property tax issues. On-going consultation would include, but not be limited to inquiries resolved through use of the City data base. All requests for information based upon the County’s property tax data sets are provided without additional costs . Special reports, additional research, or requests requiring additional computer programming may entail some additional costs . Attendance at City and/or Successor Agency meetings will be billed at our hourly rates.
Fees for Optional Services shall be billed at the following hourly rates:
Partner $250 per hour
Principal $225 per hour
Programmer $200 per hour
Associate $175 per hour
Senior Analyst $125 per hour
Analyst $ 90 per hour
Administrative $ 70 per hour
Hourly rates are exclusive of expenses and are subject to adjustment by CONTRACTOR annually.
On July 1st of each year CONTRACTOR shall provide CITY with an updated schedule of hourly rates. The rates will not be increased by more than five percent (5%) per year.
City of Fullerton
October 5, 2022
Identification and Correction of Errors
Fees for the identification and correction of errors are on a contingent basis, CONTRACTOR shall receive 25 percent of general fund or tax increment property tax revenue or other revenues attributable to CITY recovered or reallocated which are directly or indirectly the result of an audit, analysis or consultation performed by CONTRACTOR (including but not limited to base year value audits; administration of tax sharing agreements; tax increment allocation reviews; county allocation reviews). CONTRACTOR shall separate and support said reallocation and provide CITY with an itemized invoice showing all amounts due as a result of revenue recovery or reallocation.
CITY shall pay audit fees after Contractor's submittal of evidence that corrections have been made by the appropriate agency. Payment to CONTRACTOR shall be made within thirty (30) days after CITY receives its first remittance advice during the fis cal year for which the correction applies.
HdL Coren & Cone
120 S State College Boulevard, Suite 200
Brea, California 92821
714.879.5000
EXHIBIT B
CERTIFICATES OF INSURANCE
SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE
THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS.
INSURER(S) AFFORDING COVERAGE
INSURER F :
INSURER E :
INSURER D :
INSURER C :
INSURER B :
INSURER A :
NAIC #
NAME:
CONTACT
(A/C, No):
FAX
E-MAIL
ADDRESS:
PRODUCER
(A/C, No, Ext):
PHONE
INSURED
REVISION NUMBER:CERTIFICATE NUMBER:COVERAGES
IMPORTANT: If the certificate holder is an ADDITIONAL INSURED, the policy(ies) must have ADDITIONAL INSURED provisions or be endorsed.
If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy, certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s).
THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS
CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER, AND THE CERTIFICATE HOLDER.
OTHER:
(Per accident)
(Ea accident)
$
$
N / A
SUBR
WVD
ADDL
INSD
THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS
CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. $ $
$
$PROPERTY DAMAGE
BODILY INJURY (Per accident)
BODILY INJURY (Per person)
COMBINED SINGLE LIMIT
AUTOS ONLY
AUTOSAUTOS ONLY
NON-OWNED
SCHEDULEDOWNED
ANY AUTO
AUTOMOBILE LIABILITY
Y / N
WORKERS COMPENSATION
AND EMPLOYERS' LIABILITY
OFFICER/MEMBER EXCLUDED?
(Mandatory in NH)
DESCRIPTION OF OPERATIONS below
If yes, describe under
ANY PROPRIETOR/PARTNER/EXECUTIVE
$
$
$
E.L. DISEASE - POLICY LIMIT
E.L. DISEASE - EA EMPLOYEE
E.L. EACH ACCIDENT
ER
OTH-
STATUTE
PER
LIMITS(MM/DD/YYYY)
POLICY EXP
(MM/DD/YYYY)
POLICY EFF
POLICY NUMBERTYPE OF INSURANCELTR
INSR
DESCRIPTION OF OPERATIONS / LOCATIONS / VEHICLES (ACORD 101, Additional Remarks Schedule, may be attached if more space is required)
EXCESS LIAB
UMBRELLA LIAB $EACH OCCURRENCE
$AGGREGATE
$
OCCUR
CLAIMS-MADE
DED RETENTION $
$PRODUCTS - COMP/OP AGG
$GENERAL AGGREGATE
$PERSONAL & ADV INJURY
$MED EXP (Any one person)
$EACH OCCURRENCE
DAMAGE TO RENTED
$PREMISES (Ea occurrence)
COMMERCIAL GENERAL LIABILITY
CLAIMS-MADE OCCUR
GEN'L AGGREGATE LIMIT APPLIES PER:
POLICY PRO-
JECT LOC
CERTIFICATE OF LIABILITY INSURANCE
DATE (MM/DD/YYYY)
CANCELLATION
AUTHORIZED REPRESENTATIVE
ACORD 25 (2016/03)
© 1988-2015 ACORD CORPORATION. All rights reserved.
CERTIFICATE HOLDER
The ACORD name and logo are registered marks of ACORD
HIRED
AUTOS ONLY
9/20/2022
Woodruff Sawyer
2 Park Plaza, Suite 500
Irvine CA 92614
Audrey Curtis
949-435-7345
[email protected]
Continental Casualty Company
20443
HDLCORE-01
Valley Forge Insurance Company
20508
HdL Coren & Cone
120 S. State College Blvd., Suite 200
Brea CA 92821
36605708
A
X
2,000,000
X
1,000,000
10,000
2,000,000
4,000,000
X
X
Y
B6025253592
6/15/2022
6/15/2023
4,000,000
A
1,000,000
X
X
B6025253592
6/15/2022
6/15/2023
A
X
X
1,000,000
B6025253611
6/15/2022
6/15/2023
1,000,000
X
10,000
B
X
Y
WC625253608
6/15/2022
6/15/2023
1,000,000
1,000,000
1,000,000
A
Professional Liability
Cyber Liability
652117825
6/15/2022
6/15/2023
Each Claim
Aggregate
$2,000,000
$2,000,000
Professional Liability Retroactive Date - 02/15/2003.
City of Fullerton, its elected or appointed officials, officers, employees and volunteers are included as additional insured as respects General Liability on a Primary and Non-contributory basis with a waiver of subrogation to the extent provided in the attached form.
Notice of Cancellation applies with respects General Liability and Automobile Liability to the extent provided in the attached forms.
City of Fullerton
303 W Commonwealth Ave.
Fullerton, CA 92832
SB146932G
(Ed. 10-19)
BLANKETADDITIONALINSUREDAND LIABILITYEXTENSIONENDORSEMENT This endorsementmodifiesinsuranceprovidedunderthe following:
BUSINESSOWNERSLIABILITYCOVERAGEFORM
BUSINESSOWNERSCOMMONPOLICYCONDITIONS
TABLEOF CONTENTS
I. BlanketAdditionalInsuredProvisions
A. AdditionalInsured– BlanketVendors
B. MiscellaneousAdditionalInsureds
C. AdditionalProvisionsPertinentto AdditionalInsuredCoverage
1.a. Primary– Noncontributoryprovision
1.b. Definitionof "writtencontract"
2. AdditionalInsured– ExtendedCoverage
II. LiabilityExtensionCoverages
A. BodilyInjury– ExpandedDefinition
B. BroadKnowledgeof Occurrence
C. Estates,LegalRepresentativesand Spouses
D. FellowEmployeeFirstAid
E. LegalLiability– Damageto Premises
F. Personaland AdvertisingInjury– Discriminationor Humiliation G. Personaland AdvertisingInjury– BroadenedEviction
H. Waiverof Subrogation– Blanket
I. BLANKETADDITIONALINSUREDPROVISIONS
A. ADDITIONALINSURED– BLANKETVENDORS
Who Is An Insuredis amendedto includeas an additionalinsured any person or organization(referredto below as vendor) with whom you agreed under a "written contract" to provide insurance, but only with respect to "bodily injury" or "propertydamage" arising out of "your products" which are distributedor sold in the regular courseof the vendor'sbusiness,subjectto the followingadditionalexclusions:
1. The insuranceaffordedthe vendordoes not apply to:
a. "Bodilyinjury" or "propertydamage" for which the vendoris obligatedto pay damagesby reasonof the assumptionof liability in a contract or agreement.This exclusion does not apply to liability for damages that the vendorwould have in the absenceof the contractor agreement; b. Any expresswarrantyunauthorizedby you;
c. Any physicalor chemicalchangein the productmadeintentionallyby the vendor; d. Repackaging,except when unpackedsolely for the purposeof inspection,demonstration,testing, or the substitution of parts under instructions from the manufacturer, and then repackaged in the original container;
e. Any failure to make such inspections,adjustments,tests or servicingas the vendor has agreed to make or normallyundertakesto make in the usual courseof business,in connectionwith the distributionor sale of the products;
f. Demonstration, installation, servicing or repair operations, except such operations performed at the vendor'spremisesin connectionwith the sale of the product; g. Productswhich, after distributionor sale by you, have been labeled or relabeledor used as a container, part or ingredientof any other thing or substanceby or for the vendor;or SB146932G(10-19) Page1 of 7
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h. "Bodilyinjury" or "propertydamage" arising out of the sole negligenceof the vendor for its own acts or omissionsor those of its employeesor anyoneelse actingon its behalf.However,this exclusiondoes not apply to:
(1) The exceptionscontainedin Subparagraphsd. or f.; or (2) Such inspections, adjustments, tests or servicing as the vendor has agreed to make or normally undertakesto make in the usual courseof business,in connectionwith the distributionor sale of the products.
2. This insurance does not apply to any insured person or organization,from whom you have acquired such products,or any ingredient,part or container,enteringinto, accompanyingor containingsuch products.
3. This provision2. does not apply to any vendor included as an insured by an endorsementissued by us and madea part of this Policy.
4. This provision 2. does not apply if "bodily injury" or "property damage" included within the "products- completedoperationshazard" is excludedeitherby the provisionsof the Policyor by endorsement.
B. MISCELLANEOUSADDITIONALINSUREDS
1. Who Is An Insured is amended to include as an insured any person or organization (called additional insured) described in paragraphs 3.a. through 3.j. below whom you are required to add as an additional insuredon this policy undera "writtencontract."
2. However,subject always to the terms and conditionsof this policy, including the limits of insurance,we will not providethe additionalinsuredwith:
a. A higherlimit of insurancethan requiredby such "writtencontract;" b. Coveragebroaderthan requiredby such "written contract" and in no event greater than that described by the applicableparagrapha. throughk. below;or
c. Coverage for "bodily injury" or "property damage" included within the "products-completed operationshazard." But this paragraph c. does not apply to the extent coverage for such liability is providedby paragraph3.j. below.
Any coveragegrantedby this endorsementshall apply only to the extentpermittedby law.
3. Only the followingpersonsor organizationscan qualifyas additionalinsuredsunderthis endorsement:
a. ControllingInterest
Any personsor organizationswith a controllinginterestin you but only with respectto their liability arising out of:
(1) such personor organization'sfinancialcontrolof you; or (2) Premisessuch person or organizationowns, maintainsor controls while you lease or occupy these premises;
provided that the coverage granted to such additional insureds does not apply to structural alterations, new constructionor demolitionoperationsperformedby or for such additionalinsured. b. Co-ownerof InsuredPremises
A co-ownerof a premisesco-ownedby you and coveredunder this insurancebut only with respectto the co-ownersliability for "bodily injury," "propertydamage" or "personaland advertisinginjury" as co- ownerof such premises.
c. Grantorof Franchise
Any person or organizationthat has granted a franchiseto you, but only with respect to such person or organization'sliability for "bodily injury," "propertydamage," or "personaland advertisinginjury" as grantorof a franchiseto you.
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d. Lessorof Equipment
Any person or organizationfrom whom you lease equipment,but only with respect to liability for "bodily injury," "property damage" or "personal and advertisinginjury" caused in whole or in part by your maintenance,operation or use of such equipment, provided that the "occurrence" giving rise to such "bodily injury" or "property damage" or the offense giving rise to such "personal and advertising injury" takes place prior to the terminationof such lease. e. Lessorof Land
Any personor organizationfrom whomyou lease land, but only with respectto liability for "bodilyinjury," "propertydamage" or "personaland advertisinginjury" arising out of the ownership,maintenanceor use of that specific part of the land leased to you, provided that the "occurrence" giving rise to such "bodily injury" or "property damage" or the offense giving rise to such "personal and advertising injury," takes place prior to the terminationof such lease.The insuranceherebyaffordedto the additional insured does not apply to structuralalterations,new constructionor demolitionoperationsperformedby, on behalfof or for such additionalinsured.
f. Lessorof Premises
An owner or lessor of premises leased to you, or such owner or lessor's real estate manager,but only with respect to liability for "bodily injury," "property damage" or "personal and advertising injury" arising out of the ownership, maintenance or use of such part of the premises leased to you, and provided that the "occurrence" giving rise to such "bodily injury" or "propertydamage" or the offense giving rise to such "personaland advertisinginjury," takes place prior to the terminationof such lease.
The insurance hereby afforded to the additional insured does not apply to structural alterations, new constructionor demolitionoperationsperformedby, on behalfof or for such additionalinsured. g. Mortgagee,Assigneeor Receiver
A mortgagee,assignee or receiver of premises but only with respect to such mortgagee, assignee, or receiver's liability for "bodily injury," "propertydamage" or "personal and advertisinginjury" arising out of the ownership,maintenance,or use of a premisesby you.
This insurance does not apply to structural alterations, new construction or demolition operations performedby, on behalfof or for such additionalinsured. h. Stateor PoliticalSubdivisions
A state or government agency or subdivision or political subdivision that has issued a permit or authorization,but only with respect to such governmentagency or subdivision or political subdivision's liabilityfor "bodilyinjury," "propertydamage" or "personaland advertisinginjury" arisingout of:
(1) The following hazards in connection with premises you own, rent, or control and to which this insuranceapplies:
(a) The existence, maintenance, repair, construction, erection, or removal of advertising signs, awnings, canopies, cellar entrances, coal holes, driveways, manholes, marquees, hoistaway openings,sidewalkvaults,streetbanners,or decorationsand similarexposures;or (b) The construction,erection,or removalof elevators;or (c) The ownership,maintenanceor use of any elevatorscoveredby this insurance;or (2) The permittedor authorizedoperationsperformedby you or on your behalf.But the coveragegranted by this paragraphdoes not apply to:
(a) "Bodily injury", "property damage" or "personal and advertising injury" arising out of operationsperformedfor the state or governmentagency or subdivisionor political subdivision; or
(b) "Bodily injury" or "property damage" included within the "products-completedoperations hazard."
With respect to this provision's requirement that additional insured status must be requested under a "writtencontract," we will treat as a "writtencontract" any governmentalpermitthat requiresyou to add the governmentalentity as an additionalinsured.
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i. TradeShowEventLessor
With respect to your participation in a trade show event as an exhibitor, presenter or displayer, any personor organizationwhomyou are requiredto includeas an additionalinsured,but only with respectto such person or organization's liability for "bodily injury," "property damage," or "personal and advertisinginjury" causedby:
a. Your acts or omissions;or
b. Acts or omissionsof those actingon your behalf;
in the performanceof your ongoingoperationsat the trade show premisesduringthe trade show event. j. OtherPersonor Organization
Any person or organizationwho is not an additionalinsured under paragraphsa. throughi. above. Such additional insured is an insured solely for "bodily injury," "property damage" or "personal and advertisinginjury" for which such additionalinsuredis liable becauseof your acts or omissions.
The coveragegrantedby this paragraphdoes not apply to any personor organization:
(1) For "bodily injury," "property damage," or "personal and advertisinginjury" arising out of the renderingor failureto renderany professionalservices;
(2) For "bodily injury" or "property damage" included in the "products-completedoperations hazard." But this provision(2) does not apply to such "bodilyinjury" or "propertydamage" if:
(a) It is entirely due to your negligence and specifically results from your work for the additional insuredwhich is the subjectto the "writtencontract"; and (b) The "writtencontract" requiresyou to make the personor organizationan additionalinsuredfor such "bodilyinjury" or "propertydamage"; or
(3) Who is affordedadditionalinsuredcoverageunderanotherendorsementattachedto this policy.
C. ADDITIONALPROVISIONSPERTINENTTO ADDITIONALINSUREDCOVERAGE
1. With respectonly to additionalinsuredcoverageprovidedunderparagraphsA. and B. above:
a. The BUSINESSOWNERSCOMMON POLICY CONDITIONSare amended to add the following to the ConditionentitledOtherInsurance:
This insurance is excess of all other insurance available to an additional insured whether primary, excess,contingentor on any other basis. However,if a "writtencontract" requiresthat this insurancebe either primary or primary and noncontributing,then this insurance will be primary and non-contributory relativesolely to insuranceon which the additionalinsuredis a namedinsured. b. UnderLiabilityand MedicalExpenseDefinitions, the followingdefinitionis added:
"Written contract" means a written contract or agreement that requires you to make a person or organizationan additionalinsuredon this policy,providedthe contractor agreement:
(1) Is currentlyin effect or becomeseffectiveduringthe term of this policy;and (2) Was executedprior to:
(a) The "bodilyinjury" or "propertydamage;" or
(b) The offensethat causedthe "personaland advertisinginjury"; for which the additionalinsuredseeks coverage.
2. With respect to any additionalinsured added by this endorsementor by any other endorsementattached to this CoveragePart, the sectionentitledWhoIs An Insuredis amendedto make the followingnaturalpersons insureds.
If the additionalinsuredis:
a. An individual,then his or her spouseis an insured;
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b. A partnershipor joint venture,then its partners,membersand their spousesare insureds; c. A limitedliabilitycompany,then its membersand managersare insureds; d. An organization other than a partnership, joint venture or limited liability company, then its executive officers,directorsand shareholdersare insureds;or
e. Any type of entity,then its employeesare insureds;
but only with respectto locationsand operationscoveredby the additionalinsuredendorsement'sprovisions, and only with respect to their respective roles within their organizations. Furthermore, employees of additionalinsuredsare not insuredswith respectto liabilityarisingout of:
(1) "Bodily injury" or "personaland advertisinginjury" to any fellow employee or to any natural person listed in paragraphsa. throughd. above;
(2) "Propertydamage" to propertyowned,occupiedor used by their employeror by any fellow employee;or (3) Providingor failing to provideprofessionalhealthcare services.
II. LIABILITYEXTENSIONCOVERAGES
It is understoodand agreed that this endorsementamends the BusinessownersLiability Coverage Form. If any other endorsementattached to this policy amends any provision also amendedby this endorsement,then that other endorsementcontrolswith respectto such provision,and the changesmadeby this endorsementto such provisiondo not apply.
A. Bodilyinjury– ExpandedDefinition
Under Liabilityand Medical ExpensesDefinitions, the definition of "Bodily injury" is deleted and replaced by the following:
"Bodily injury" means physical injury, sickness or disease sustained by a person, including death, humiliation, shock,mentalanguishor mentalinjury by that personat any time which results as a consequenceof the physical injury,sicknessor disease.
B. BroadKnowledgeof Occurrence
Under BusinessownersLiability Conditions, the Condition entitled Duties In The Event of Occurrence,Offense, Claim or Suit is amendedto add the following:
Paragraphsa. and b. above apply to you or to any additional insured only when such "occurrence," offense, claim or "suit" is knownto:
(1) You or any additionalinsuredthat is an individual;
(2) Any partner,if you or an additionalinsuredis a partnership; (3) Any manager,if you or an additionalinsuredis a limitedliabilitycompany; (4) Any "executiveofficer" or insurancemanager,if you or an additionalinsuredis a corporation; (5) Any trustee,if you or an additionalinsuredis a trust; or (6) Any electedor appointedofficial,if you or an additionalinsuredis a politicalsubdivisionor public entity.
This paragraphappliesseparatelyto you and any additionalinsured.
C. Estates,LegalRepresentativesand Spouses
The estates, heirs, legal representativesand spouses of any natural person insured shall also be insured under this policy;provided,however,coverageis affordedto such estates,heirs, legal representativesand spousesonly for claims arising solely out of their capacity as such and, in the case of a spouse, where such claim seeks damages from marital common property, jointly held property, or property transferredfrom such natural person insured to such spouse. No coverage is provided for any act, error or omission of an estate, heir, legal representativeor spouseoutsidethe scope of such person'scapacityas such, providedhoweverthat the spouse of a natural person Named Insured and the spouses of members or partners of joint venture or partnership NamedInsuredsare insuredswith respectto such spouses'acts, errorsor omissionsin the conductof the Named Insured'sbusiness.
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D. FellowEmployeeFirstAid Coverage
In the sectionentitledWhoIs An Insured, paragraph2.a.1.is amendedto add the following:
The limitations described in subparagraphs2.a.1.(a), (b) and (c) do not apply to your "employees" for "bodily injury" that results from providingcardiopulmonaryresuscitationor other first aid services to a co-"employee" or "volunteerworker" that becomesnecessarywhile your "employee" is performingduties in the conduct of your business. Your "employees" are hereby insureds for such services. But the insured status conferred by this provision does not apply to "employees" whose duties in your business are to provide professionalhealth care servicesor healthexaminations.
E. LegalLiability– DamageTo Premises
1. UnderB. Exclusions,1. Applicableto BusinessLiabilityCoverage, Exclusionk. DamageTo Property, is replacedby the following:
k. DamageTo Property
"Propertydamage" to:
1. Property you own, rent or occupy, including any costs or expenses incurred by you, or any other person, organizationor entity, for repair, replacement,enhancement,restorationor maintenanceof such property for any reason, including prevention of injury to a person or damage to another's property;
2. Premisesyou sell, give away or abandon,if the "propertydamage" arises out of any part of those premises;
3. Propertyloanedto you;
4. Personalpropertyin the care, custodyor controlof the insured;
5. That particularpart of any real property on which you or any contractorsor subcontractorsworking directlyor indirectlyin your behalf are performingoperations,if the "propertydamage" arises out of those operations;or
6. That particularpart of any propertythat must be restored,repairedor replacedbecause"your work" was incorrectlyperformedon it.
Paragraph2 of this exclusiondoes not apply if the premisesare "your work" and were never occupied, rentedor held for rentalby you.
Paragraphs1, 3, and 4, of this exclusiondo not apply to "propertydamage" (other than damage by fire or explosion)to premises:
(1) rentedto you:
(2) temporarilyoccupiedby you with the permissionof the owner,or (3) to the contentsof premisesrentedto you for a periodof 7 or fewer consecutivedays.
A separatelimit of insuranceappliesto DamageTo PremisesRentedTo You as describedin SectionD – Liabilityand MedicalExpensesLimits of Insurance.
Paragraphs3, 4, 5, and 6 of this exclusiondo not apply to liabilityassumedundera sidetrackagreement.
Paragraph 6 of this exclusion does not apply to "property damage" included in the "products- completedoperationshazard."
2. UnderB. Exclusions, 1. Applicableto BusinessLiabilityCoverage, the followingparagraphis added,and replaces the similar paragraph, if any, beneath paragraph (14) of the exclusion entitled Personal and AdvertisingInjury:
Exclusionsc, d, e, f, g, h, i, k, l, m, n, and o, do not apply to damageby fire to premiseswhile rented to you or temporarilyoccupiedby you with permissionof the owneror to the contentsof premisesrentedto you for a period of 7 or fewer consecutivedays. A separatelimit of insuranceapplies to this coverageas describedin SectionD. LiabilityAnd MedicalExpensesLimitsOf Insurance.
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3. The first Paragraph under item 5. Damage To Premises Rented To You Limit of the section entitled LiabilityAnd MedicalExpensesLimitsOf Insuranceis replacedby the following:
The most we will pay under Business Liability for damages because of "property damage" to any one premises, while rented to you or temporarily occupied by you with the permission of the owner, including contents of such premises rented to you for a period of 7 or fewer consecutive days, is the Damage to PremisesRentedto You Limit. The Damageto PremisesRentedto You Limit is the greaterof:
a. $1,000,000;or
b. The Damageto PremisesRentedto You Limit shownin the Declarations.
F. Personaland AdvertisingInjury– Discriminationor Humiliation
1. Under Liability and Medical ExpensesDefinitions, the definition of "personal and advertisinginjury" is amendedto add the following:
h. Discriminationor humiliationthat resultsin injury to the feelingsor reputationof a naturalperson,but only if such discriminationor humiliationis:
(1) Not done intentionallyby or at the directionof:
(a) The insured;or
(b) Any "executiveofficer," director,stockholder,partner,memberor manager(if you are a limited liabilitycompany)of the insured;and
(2) Not directly or indirectly related to the employment,prospective employment,past employmentor terminationof employmentof any personor personby any insured.
2. Under B. Exclusions,1. Applicableto BusinessLiabilityCoverage, the exclusion entitled Personaland AdvertisingInjuryis amendedto add the followingadditionalexclusions:
(15)DiscriminationRelatingto Room,Dwellingor Premises
Causedby discriminationdirectlyor indirectlyrelatedto the sale, rental,lease or sub-leaseor prospective sale, rental,lease or sub-leaseof any room,dwellingor premisesby or at the directionof any insured. (16)EmploymentRelatedDiscrimination
Discriminationor humiliation directly or indirectly related to the employment, prospective employment, past employmentor terminationof employmentof any personby any insured. (17)Finesor Penalties
Fines or penaltieslevied or imposedby a governmentalentity becauseof discrimination.
3. This provision (Personal and Advertising Injury – Discrimination or Humiliation) does not apply if Personal and Advertising Injury Liability is excluded either by the provisions of the Policy or by endorsement.
G. Personaland AdvertisingInjury- BroadenedEviction
Under Liability and Medical Expenses Definitions, the definition of "Personal and advertising injury" is amendedto deleteParagraphc. and replaceit with the following:
c. The wrongful eviction from, wrongful entry into, or invasion of the right of private occupancy of a room dwelling or premisesthat a person or organizationoccupiescommittedby or on behalf of its owner, landlord or lessor.
H. Waiverof Subrogation– Blanket
We waive any right of recoverywe may have against:
a. Any personor organizationwith whomyou have a writtencontractthat requiressuch a waiver.
All other termsand conditionsof the Policyremainunchanged.
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B6025253592
Workers Compensation And Employers Liability Insurance
Policy Endorsement
BLANKET WAIVER OF OUR RIGHT TO RECOVER FROM OTHERS
This endorsement changes the policy to which it is attached.
It is agreed that Part One - Workers’ Compensation Insurance G. Recovery From Others and Part Two - Employers’ Liability Insurance H. Recovery From Others are amended by adding the following:
We will not enforce our right to recover against persons or organizations. (This agreement applies only to the extent that you perform work under a written contract that requires you to obtain this agreement from us.) PREMIUM CHARGE - Refer to the Schedule of Operations
The charge will be an amount to which you and we agree that is a percentage of the total standard premium for California exposure. The amount is 2%.
All other terms and conditions of the policy remain unchanged.
This endorsement, which forms a part of and is for attachment to the policy issued by the designated Insurers, takes effect on the Policy Effective Date of said policy at the hour stated in said policy, unless another effective date (the Endorsement Effective Date) is shown below, and expires concurrently with said policy unless another expiration date is shown below.
WC 6 25253608
Endorsement No: 2; Page: 1 of 1 Policy Page: 31 of 47
Underwriting Company: American Casualty Company of Reading, Pennsylvania, 151 N Franklin St, Chicago, IL 60606
Form No: G-19160-B (11-1997)
Endorsement Effective Date:
Policy No:
Policy Effective Date: 06/15/2022Endorsement Expiration Date:
© Copyright CNA All Rights Reserved.
SB146916E
(Ed. 07-20)
THIS ENDORSEMENTCHANGESTHE POLICY.PLEASEREAD IT CAREFULLY.
CALIFORNIACHANGES
This endorsementmodifiesinsuranceprovidedunderthe following:
BUSINESSOWNERSSPECIALPROPERTYCOVERAGEFORM
BUSINESSOWNERSLIABILITYCOVERAGEFORM
BUSINESSOWNERSCOMMONPOLICYCONDITIONS
A. The BusinessownersSpecialPropertyCoverageFormis amendedas follows:
1. With respectto an "openpolicy",the followingis addedto any provisionwhich uses the term actualcash value:
a. In the event of a partial loss to a building or structure, actual cash value is calculated as b.(1) or b.(2), whicheveris less:
(1) The amount it would cost to repair, rebuild or replace the property less a fair and reasonablededuction for physicaldepreciationof the componentsof the buildingor structurethat are normallysubjectto repair or replacementduring its useful life. Physicaldepreciationis based upon the conditionof the property at the time of loss;
(2) The Limit of Insuranceapplicableto the property.
b. In the event of a partial or total loss to CoveredPropertyother than a building or structure,actual cash value is calculatedas c.(1) or c.(2), whicheveris less:
(1) The amount it would cost to repair or replace the property less a fair and reasonable deduction for physicaldepreciationbasedupon the conditionof the propertyat the time of loss; (2) The Limit of Insuranceapplicableto the property.
c. An "open policy" is a policy under which the value of CoveredPropertyis not fixed at policy inception,but is determinedat the time of loss in accordancewith policy provisionson valuation.
2. ParagraphE.2. AppraisalPropertyLoss Conditionsis replacedby the following:
2. Appraisal
If we and you disagreeon the value of the propertyor the actual cash value or the amountof loss, either may make written request for an appraisal of the loss. In this event, each party will select a competent and impartialappraiser.However,in the event of a government-declareddisaster, as defined in the Government Code, appraisalmay be requestedby either you or us but shall not be compelled.Each party shall notify the other of the appraiserselectedwithin 20 days of the request.The two appraiserswill select an umpire.If they cannot agree within 15 days, either may request that selection be made by a judge of a court having jurisdiction.The appraiserswill state separatelythe value of the property and actual cash value and amount of loss. If they fail to agree, they will submit their differencesto the umpire. A decision agreed to by any two will set the amountof actualcash value and loss and will be binding.Each party will:
a. Pay its chosenappraiser;and
b. Bear the other expensesof the appraisaland umpireequally.
If there is an appraisal,we will still retainour right to deny the claim.
3. Paragraph E.4.e.(1)(a)of the Loss Payment – Building and Personal Property Property Loss Conditions is deleted.
4. ParagraphsE.4.e.(1)(b)(i),E.4.e.(1)(b)(ii)and E.4.e.(7)of the Loss Payment– Buildingand PersonalProperty PropertyLoss Conditionsare deletedand replacedby the following:
(b) We will not pay on a replacementcost basis for any loss or damage until the lost or damaged property is actuallyrepairedor replaced.Prior to such repair or replacement,we will pay the actual cash value of the lost or damagedproperty as describedin paragraphA.1. of this Endorsement.If the actual cash value does not SB146916E(07-20) Page1 of 6
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exhaustthe applicableLimit of Insurance,we will then pay the differencebetweenthe actual cash value and the replacementcost, providedthat the repairor replacementis completed:
(i) Within12 monthsafter we pay the actualcash value;or (ii) Within 36 months after we pay the actual cash value if the loss or damage relates to a state of emergencyunderCalifornialaw;
The following provision applies to real property which is used predominantlyfor residential purposes and consistingof not more than four dwellingunits, and to coverageon tenants' householdpersonalpropertyin a residentialunit:
If you, acting in good faith and with reasonable diligence, encounter a delay or delays in approval for, or reconstruction of, the residence that are beyond your control, we shall provide one or more additional extensionsof six monthsfor good cause.Circumstancesbeyondyour controlinclude,but are not limitedto:
(i) Unavoidableconstructionpermitdelays;
(ii) The lack of necessaryconstructionmaterials;or
(iii) The unavailabilityof contractorsto do the necessarywork.
Nothing in this paragraph(b) constitutes a waiver of our right to deny the claim for any valid reason or to restrictpaymentin cases of suspectedfraud.
(7) TenantsImprovementsand bettermentsat:
(a) Replacementcost in accordancewith the termsset form in paragraph(1)(b)above. (b) A proportion of your original cost if the property is not repaired or replaced. We will determine the proportionatevalue as follows:
(i) Multiply the original cost by the number of days from the loss or damage to the expiration of the lease;and
(ii) Divide the amount determined in (i) above by the number of days from the installation of improvementsto the expirationof the lease.
If your lease contains a renewal option, the expiration of the renewal option period will replace the expirationof the lease in this procedure.
(c) Nothingif otherspay for repairsor replacement.
B. The BusinessownersCommonPolicyConditionsare amendedas follows:
1. ParagraphsA.2. and A.3. Cancellationare replacedby the following:
2. All PoliciesIn EffectFor 60 Days Or Less
If this policy has been in effect for 60 days or less, and is not a renewalof a policy we have previouslyissued, we may cancel this policy by mailingor deliveringto the first NamedInsuredat the mailing addressshown in the policy and to the producer of record, advance written notice of cancellation, stating the reason for cancellation,at least:
a. 10 days beforethe effectivedate of cancellationif we cancelfor:
(1) Nonpaymentof premium;or
(2) Discoveryof fraud by:
(a) Any insuredor his or her representativein obtainingthis insurance;or (b) You or your representativein pursuinga claim underthis policy. b. 30 days beforethe effectivedate of cancellationif we cancelfor any other reason.
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3. All PoliciesIn EffectFor MoreThan60 Days
a. If this policy has been in effect for more than 60 days, or is a renewal of a policy we issued, we may cancel this policy only upon the occurrence,after the effective date of the policy, of one or more of the following:
(1) Nonpaymentof premium, including payment due on a prior policy we issued and due during the currentpolicy term coveringthe same risks.
(2) Discoveryof fraud or materialmisrepresentationby:
(a) Any insuredor his or her representativein obtainingthis insurance;or (b) You or your representativein pursuinga claim underthis policy. (3) A judgmentby a court or an administrativetribunalthat you have violateda Californiaor Federallaw, having as one of its necessaryelementsan act which materially increases any of the risks insured against.
(4) Discovery of willful or grossly negligent acts or omissions, or of any violations of state laws or regulationsestablishingsafety standards, by you or your representative,which materially increase any of the risks insuredagainst.
(5) Failure by you or your representativeto implementreasonableloss control requirements,agreed to by you as a condition of policy issuance, or which were conditions precedent to our use of a particularrate or ratingplan, if that failuremateriallyincreasesany of the risks insuredagainst. (6) A determinationby the Commissionerof Insurancethat the:
(a) Loss of, or changes in, our reinsurance covering all or part of the risk would threaten our financialintegrityor solvency;or
(b) Continuationof the policy coveragewould:
(i) Placeus in violationof Californialaw or the laws of the state wherewe are domiciled;or (ii) Threatenour solvency.
(7) A change by you or your representativein the activities or property of the commercialor industrial enterprise, which results in a materially added, increased or changed risk, unless the added, increasedor changedrisk is includedin the policy.
b. We will mail or deliver advance written notice of cancellation,stating the reason for cancellation,to the first NamedInsured,at the mailingaddressshownin the policy,and to the producerof record,at least:
(1) 10 days before the effective date of cancellation if we cancel for nonpayment of premium or discoveryof fraud;or
(2) 30 days beforethe effectivedate of cancellationif we cancel for any other reasonlisted in Paragraph
3.a.
2. The followingprovisionis addedto ParagraphA. Cancellation:
7. ResidentialProperty
This provisionappliesto coverageon real propertywhich is used predominantlyfor residentialpurposesand consistingof not more than four dwellingunits, and to coverageon tenants' householdpersonalpropertyin a residentialunit. If such coveragehas been in effect for 60 days or less, and is not a renewal of coveragewe previouslyissued, we may cancel this coveragefor any reason, except we may not cancel this policy solely because:
a. Corrosivesoil conditionsexist on the premises;or
b. The first NamedInsuredhas:
(1) Acceptedan offer of earthquakecoverage;or
(2) Cancelled or did not renew a policy issued by the California Earthquake Authority (CEA) that includedan earthquakepolicy premiumsurcharge.
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However, we shall cancel this policy if the first Named Insured has accepted a new or renewal policy issued by the CEA that includesan earthquakepolicy premiumsurchargebut fails to pay the earthquake policy premiumsurchargeauthorizedby the CEA.
If a state of emergencyunder California Law is declared and the residential property is located in any ZIP Code within or adjacent to the fire perimeteras determinedby CaliforniaLaw, we will not cancel this Policy for one year, beginningfrom the date the state of emergencyis declared,solely becausethe dwellingor other structureis locatedin an area in which a wildfirehas occurred.However,we may cancel:
a. When you have not paid the premium, at any time letting you know at least 10 days before the cancellationtakes effect;
b. If willful or grossly negligentacts or omissionsby the named insured, or his or her representatives,are discoveredthat materiallyincreaseany of the risks insuredagainst;or c. If there are physicalchangesin the propertyinsuredagainst,beyondthe catastrophedamagedcondition of the structuresand surfacelandscape,which result in the propertybecominguninsurable.
3. ParagraphC. Concealment,MisrepresentationOr Fraud is replaced by the following with respect to loss or damagecausedby fire:
We do not provide coverage to the insured who, whether before or after a loss, has committed fraud or intentionallyconcealedor misrepresentedany materialfact or circumstanceconcerning:
a. This policy;
b. The CoveredProperty;
c. That insured'sinterestin the CoveredProperty;or
d. A claim underthis policy.
4. ParagraphC. Concealment,MisrepresentationOr Fraud is replaced by the following with respect to loss or damagecausedby a CoveredCauseof Loss other than fire:
This policy is void if any insured,whetherbeforeor after a loss, has committedfraud or intentionallyconcealedor misrepresentedany materialfact or circumstanceconcerning:
a. This policy;
b. The CoveredProperty;
c. An insured'sinterestin the CoveredProperty;or
d. A claim underthis policy.
5. The followingparagraphis addedand supersedesany provisionsto the contrary:
M. Nonrenewal
1. Subjectto the provisionsof Paragraphs2. and 3. below, if we elect not to renew this policy, we will mail or deliver written notice stating the reason for nonrenewal to the first Named Insured shown in the Declarationsand to the producer of record, at least 60 days, but not more than 120 days, before the expirationor anniversarydate.
We will mail or deliver our notice to the first NamedInsured,and to the producerof record, at the mailing addressshownin the policy.
2. ResidentialProperty
This provision applies to coverage on real property used predominantly for residential purposes and consistingof not more than four dwellingunits, and to coverageon tenants'householdpropertycontained in a residentialunit.
If this Policy providescoverageas describedin the precedingparagraph,and we elect not to renew this Policy, we will mail and deliver written notice, stating the reason for nonrenewal, to the first Named Insured shown in the Declarations,and to the producer of record, at the mailing address shown in the Policy,at least 75 days, but not more than 120 days, beforethe expirationor anniversarydate.
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SB146916E
(Ed. 07-20)
If we fail to give the first NamedInsuredshown in the Declarationsnotice of nonrenewalat least 75 days prior to policy expiration,as requiredin the paragraphabove,this Policy, with no change in its terms and conditions,shall remain in effect for 75 days from the date that the notice of nonrenewalis delivered or mailed to the named insured. A notice to this effect shall be provided by us to the first Named Insured with the noticeof nonrenewal.
We may elect not to renew such coveragefor any reason, except that we will not refuse to renew such coveragesolely because:
a. The first NamedInsuredhas acceptedan offer of earthquakecoverage.
However, the following applies only to insurers who are associate participating insurers as establishedby Cal. Ins. Code Section10089.16.We may elect not to renew such coverageafter the first Named Insured has accepted an offer of earthquakecoverage,if one or more of the following reasonsapplies:
(1) The nonrenewalis based on sound underwritingprinciplesthat relate to the coveragesprovided by this policy and that are consistentwith the approvedrating plan and related documentsfiled with the Departmentof Insuranceas requiredby existinglaw; (2) The Commissioner of Insurance finds that the exposure to potential losses will threaten our solvencyor place us in a hazardouscondition.A hazardousconditionincludes,but is not limited to, a condition in which we make claims paymentsfor losses resulting from an earthquakethat occurredwithin the precedingtwo years and that required a reductionin policyholdersurplus of at least 25% for paymentof those claims;or
(3) We have:
(a) Lost or experienced a substantial reduction in the availability or scope of reinsurance coverage;or
(b) Experienceda substantialincreasein the premiumchargedfor reinsurancecoverageof our residentialpropertyinsurancepolicies;and
the Commissionerhas approveda plan for the nonrenewalsthat is fair and equitable,and that is responsiveto the changesin our reinsuranceposition.
b. The first NamedInsuredhas cancelledor did not renew a policy, issued by the CaliforniaEarthquake Authoritythat includedan earthquakepolicy premiumsurcharge. c. Corrosivesoil conditionsexist on the premises.
If a state of emergencyunderCaliforniaLaw is declaredand the residentialpropertyis locatedin any ZIP Code within or adjacentto the fire perimeteras determinedby CaliforniaLaw, we will not nonrenewthis Policy for one year, beginning from the date the state of emergency is declared, solely because the dwellingor other structureis locatedin an area in which a wildfirehas occurred.
However,we may nonrenew:
a. If willful or grossly negligentacts or omissionsby the named insured, or his or her representatives, are discoveredthat materiallyincreaseany of the risks insuredagainst;or b. If losses unrelated to the post-disaster loss condition of the property have occurred that would collectivelyrenderthe risk ineligiblefor renewal;or
c. If there are physical changes in the property insured against, beyond the catastrophe damaged conditionof the structuresand surfacelandscape,which result in the propertybecominguninsurable.
3. We are not requiredto send noticeof nonrenewalin the followingsituations:
a. If the transfer or renewal of a policy, without any changes in terms, conditions,or rates, is between us and a memberof our insurancegroup.
b. If the policy has been extended for 90 days or less, provided that notice has been given in accordancewith Paragraph1.
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c. If you have obtained replacement coverage, or if the first Named Insured has agreed, in writing, within 60 days of the terminationof the policy,to obtainthat coverage. d. If the policy is for a periodof no more than 60 days and you are notifiedat the time of issuancethat it will not be renewed.
e. If the first NamedInsuredrequestsa changein the terms or conditionsor risks coveredby the policy within 60 days of the end of the policy period.
f. If we have made a written offer to the first NamedInsured,in accordancewith the timeframesshown in Paragraph1., to renew the policy under changedterms or conditionsor at an increasedpremium rate, when the increaseexceeds25%.
All other termsand conditionsof the Policyremainunchanged.
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