CITY OF FULLERTON
PROFESSIONAL SERVICES AGREEMENT
WITH
HF&H CONSULTANTS, LLC
THIS AGREEMENT is made and entered into this 1s* day of MAY, 2025 ("Effective Date"), by and between the CITY OF FULLERTON, a California municipal corporation ("City"), and HF&H CONSULTANTS, LLC ("Consultant").
WITNESSETH:
City proposes to utilize the services of Consultant as an independent contractor to provide certain SOLID WASTE CONSULTANT SERVICES, as more fully described herein.
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.
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 the Scope of Work & Fee 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.
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 service and resolve the matters of concern;
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(b) Require Consultant to replicate service 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 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.
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.
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 subcontractors) as permitted by law and may employ other personnel to perform services contemplated by this Agreement at Consultant's sole cost and expense.
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
Compensation. Consultant shall be paid in accordance with the Scope of Work & Fee in Exhibit "A" but not to exceed a total amount of ninety five thousand dollars.
2.2. Additional Services. Consultant shall not receive compensation for any services provided outside the scope of services specified in Consultant's Proposal set forth in Exhibit "A" HF&H Consultants LLC Agreement
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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 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 forty-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.
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 and continue through April 30, 2026, 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 HF&H Consultants LLC Agreement
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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.
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 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 $2,000,000 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 $2,000,000 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 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.
HF&H Consultants LLC Agreement
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5.4. Other Insurance Provisions. The required insurance policies shall contain or be endorsed to contain the following provisions:
A. Commercial General Liability. The 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 the Consultant is conducting ongoing operations for the CITY but rather, shall continue after the completion of such operations. The coverage shall contain no additional special limitations, outside standard coverage exclusions and coverage limits, on the scope of its protection afforded to the CITY, its officers, employees and volunteers.
Commercial General Liability. This insurance shall be primary insurance as respects the CITY, its officers, employees and volunteers at least as broad as ISO CG 20 01 04 13 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 the City, its officers, employees and designated volunteers shall be excess of this insurance and shall not contribute with it.
Professional Liability and Pollution or Asbestos •Pollution Liability (ENVIRONMENTAL CONTRACTS ONLY). If these policies are 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 contract work. A copy of the claims reporting requirements must be submitted to the City for review. (ENVIRONMENTAL CONTRACTS ONLY:
If the services involve lead-based paint or asbestos identification/remediation, the Pollution Liability shall contain lead based paint or asbestos exclusions. If the services involve mold identification/remediation, the Pollution Liability shall not contain a mold exclusion and the definition of "Pollution" shall include microbial matter including mold.) 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 and shall endorse the policy with a waiver of subrogation.
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.
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.
HF&H Consultants LLC Agreement
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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.
Acceptability ot 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.
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 HF&H Consultants LLC Agreement
HF&H Consultants LLC
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 IF TO CONSULTANT: IF TO CITY:
HF&H Consultants LLC City of Fullerton
2801 Business Center Drive, 303 W. Commonwealth Ave.
Suite 265 Fullerton, CA 92832
Irvine, CA 92612 Attn: Stephen Bise, PE, TE
Attn: Laith Ezzet, Senior Vice Public Works Director
President
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 hereunder or the enforcement of any of the terms, conditions, or provisions hereof.
6.6. 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 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 and appointed officials, officers, agents and employees, at Consultant's sole expense, from and against any and all claims, demands, actions, suits or other legal proceedings brought against City, its elected and appointed officials, officers, agents, and employees to the extent arising out of, pertaining to, or relating to the negligence, recklessness, or willful misconduct of the Consultant, its employees, and/or authorized subcontractors, in performing design professional services pursuant to this Agreement. The defense obligation provided for hereunder shall apply without any advance showing of negligence, recklessness or willful misconduct of 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, recklessness, or willful 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 and appointed officials, officers, agents, and employees based upon such negligence, recklessness, or willful misconduct, whether or not the 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 HF&H Consultants LLC Agreement
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defense or indemnification of the City for claims, actions, complaints or suits arising out of the sole negligence, active negligence or willful misconduct of the City; and does not apply to any passive negligence of the City unless caused in part by the Consultant. 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.
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 HF&H Consultants LLC Agreement
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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, 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 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 HF&H Consultants LLC Agreement
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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 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 HF&H Consultants LLC Agreement
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Executive Order N-6-22 (the EO) regarding Economic 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 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 sanctioned 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 a government agency of conducting prohibited transactions within the meaning of Executive Order N-6-22.
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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/
Lawsh Bart Dale: 4/8/2025
Signature
Laith Ezzet, CMC/Senior Vice President
On File
Social Security or Taxpayer ID Number
APPROVED AS TO FORM:
Richard D. Jones, City Attorney
HF&H Consultants
EXHIBIT A
CONSULTANT'S PROPOSAL
HE H CONSULTANTS, LIC
Managing Tomorrow's Resources Today
2081 Business Center Drive, Suite 265, Irvine, CA 92612 Northern California Telephone: (949) 251-8628 Southern California
www.hfh-consultants.com
January 14, 2025
Stephen Bise
Public Works Director
City of Fullerton
1580 W. Commonwealth Avenue
Fullerton, California 92832
Re: Proposal to Provide Solid Waste, Recycling, and Organics Consultant Services Dear Stephen Bise:
HF&H Consultants (HF&H) is pleased to submit this proposal to the City of Fullerton (City) to provide on- call solid waste, recycling, and organics consultant services.
This scope was developed after a call with City staff on Wednesday, October 16, 2024. The intention of this scope is to continue supporting the City with on-call solid waste implementation support services to advise the City in achieving compliance with the state's recycling and organics recycling requirements, as well as plan for impacts of Senate Bill 54.
Thank you for the opportunity to provide you with this information. We look forward to an opportunity to continue our partnership with the City. If you have any questions, please contact Haley Kunert at (949) 251-0930 or [email protected].
Very truly yours,
HF&H CONSULTANTS, LLC
Laith Ezzet, CMC Haley Kunert
Senior Vice President Senior Project Manager
City of Fullerton Scope of Work and Fee Estimate to Provide Solid Waste Consultant Services SECTION 1: SCOPE OF WORK
Task 1: SB 54 Support
HF&H recognizes that there are many uncertainties with the SB 54 regulations and the regulations are anticipated to be finalized in 2025. HF&H will support the City, within budgetary parameters, to provide guidance to the City as the regulations are finalized. Example support can include drafting comment letters, responding to requests for information in regards to SB 54, creating memorandums related to the legislation, developing and providing presentations to City Council, etc.
Task 2: CalGreen and MWELO Support
Upon City request, HF&H will support in reviewing and updating the City's current CalGreen Construction and Demolition and Model Water Efficiency Landscape Ordinances (MWELO) and/or internal policies for efficiencies, best management practices, and compliance with state mandates.
Task 3: Legislative Compliance and Program Maintenance Activities Upon City request, HF&H will assist with various SB 1383 diversion related inquiries and miscellaneous tasks that arise from time to time. These tasks will include legislative research, compliance tracking and reporting, and general solid waste, recycling, and organics liaison assistance.
To perform this task, HF&H will:
• Track solid waste legislation, regulations, SB 1383 resources, guidance, and funding opportunities, CalRecycle policy decisions, and other solid waste, recycling, and organics issues pertinent to the City. • Provide legislative and regulatory updates and discuss significant items at face-to-face meetings (if requested by City staff).
• Monitor local solid waste, recycling, and organics industry developments that may impact the City, such as the development of composting operations at the Orange County landfills.
Task 4: Software Development Advisory Support
It is our understanding that the City has procured a third-party software program with SMART 1383.
Upon City request, HF&H will support the City's third party developing the SB 1383 and stormwater software by providing advisory guidance and identifying enhancement opportunities to ensure compliance with the City's desired goals for implementation.
Task 5: Other Tasks as Assigned
HF&H is available to assist with other solid waste, recycling, and organics programs or compliance activities that may be identified during the course of the project within budgetary limitations.
Contingency Task: Assist City with JACE Compliance Evaluation If applicable and upon City request, HF&H can assist City staff with a CalRecycle JACE compliance evaluation. CalRecycle began jurisdiction evaluations in 2024, and HF&H has assisted the cities of Vacaville, Inglewood, Redondo Beach, and Bell with their JACE compliance evaluations. Our experience January 14, 2025 Page 1 HF&H Consultants, LLC
City of Fullerton Scope of Work and Fee Estimate to Provide Solid Waste Consultant Services supporting other jurisdictions with their compliance evaluations will allow us to prepare the City for the compliance evaluation and provide support throughout the process.
January 14, 2025 Page 2 HF&H Consultants, LLC
City of Fullerton Scope of Work and Fee Estimate to Provide Solid Waste Consultant Services SECTION 2: FEE PROPOSAL
We will provide our services on an as-needed basis for a minimum of one year beginning upon City Council approval, and ending December 31, 2025, or when budget is fully utilized.
We will perform the scope of work based on time and materials, not to exceed the total budgeted amount without written City approval. Estimated cost for one year is $80,000 with a $15,000 contingency for additional work to support the City through a CalRecycle JACE compliance review. The $15,000 contingency is to be utilized upon City Manager direction. In addition, we propose including two one-year extension options if approved by the City Manager for $80,000 for extension year 1 and $84,000 for extension year 2. If the contingency is not utilized due to lack of CalRecycle JACE compliance review, the contingency would carry on to the additional years as determined by the City.
The workplan on the following page itemizes hours by task and staff classification. Staffing assignment and fees may be shifted among tasks to meet the City's priorities. Actual costs may be higher or lower than estimated amounts, depending on the level of support requested by the City for specific tasks.
We will bill the City once per month based on the number of hours worked and expenses incurred.
Payment is due within 30 days of invoicing. Hourly rates are shown below.
Professional Fees
Hourly rates for professional and administrative personnel through December 31, 2025, are as follows:
Position Rate*
Executive $329 - $365
Senior Project Manager $299 - $320
Project Manager/Senior Associate $220-$295
Associate Analyst $195 - $210
Assistant Analyst $165 - $185
Administrative Staff $125 - $160
*Hourly rates adjust each January 1 by 4%.
Direct Expenses
Standard charges for common direct expenses are as follows:
Automobile Travel Prevailing IRS mileage rate
Airfare and Public Transit Actual Cost
January 14, 2025 Page 3 HF&H Consultants, LLC
City of Fullerton Scope of Work and Fee Estimate to Provide Solid Waste Consultant Services Table 1: Estimated *
Sr. Vice Sr. Project PM/Sr. Associate Total Hours
Task Description President Manager (PM) Associate Assistant On-Call Support Services
On-Call Hours 16 64 120 100 46 346
On-Call Fees 5,760 $ 19,520 $ 27,000 19,500 $ 7,820 $ 79,600 Hourly Rate 360$ 305 $ 225 $ 195 $ 170
Subtotal 5,760$ 19,520 27,000 $ 19,500 $ 7,820 $ 79,600 Expenses $ 400
Total Foes and Exponses $ 80,000
Contingency Task - JACE Compliance Support
JACE Compliance Support Hours 18 22 18 10,50 60
JACE Support Fees $ 5,490 4,950 $ 3,510 $ $
Hourly Rate $ 360 $ 305 $ 225 $ 195 170
Subtotal 720 $ 5,490 $ 4,950 $ 3,510 $ $ 14,670
Expenses to Support in Person Meetings $ 330
Contingency - Total Fees and Expenses 15,000
Total Foes and Expenses with Contingency 95,000
* Hours may be shifted among tasks staff levels within budgetary parameters.
January 14, 2025 Page 4 HF&H Consultants, LLC
EXHIBIT B
CERTIFICATES OF INSURANCE
DATE (NA/DD/YYYY)
ACORD® CERTIFICATE OF LIABILITY INSURANCE
09/04/2024
THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS
CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER, AND THE CERTIFICATE HOLDER.
IMPORTANT: If the certificate holder is an ADDITIONAL INSURED, the policy(ies) must have ADDITIONAL INSURED provisions or be endorsed. # SUBROGATION IS WAIVED, subject to the terms and conditions of the policy, certain policles may require an endorsement. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsements).
PRODUCER NAME: ECT. Ashley Mack
PHONE FAC. NeI:
Newfront Insurance Services, LLC INC No. Ensl: (415) 754-3635 E-MAIL
450 Sansome Street ADDRESS: [email protected]
Suite 300 INSURERS) AFFORDING COVERAGE NAIC I
San Francisco CA 94111 INSURER A : Citizens Insurance Company of America 31534 INSURED INSURER B: Hartford Casualty Insurance Company 29424 HF&H Consultants, LLC INSURER C: Gemini Insurance Company 10833 INSURED: Underwriters at Lloyd's, London
590 Ygnacio Valley Rd. Suite 105 INSURER E :
Walnut Creek CA 94596 INSURER F:
COVERAGES CERTIFICATE NUMBER: REVISION NUMBER:
THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS
CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS.
INSR ADDLISUBR LIMITS
LTR TYPE OF INSURANCE INER MYR POLICY NUMBER
X I COMMERCIAL GENERAL LIABILITY EACH OCCURRENCE $ 2,000,000
DAMAGE TO RENTED
CLAIMS-MADE OCCUR PREMISES (Ea occurrence $ 1,000,000
MED EXP (Any one person) $ 10,000
A OBF-D681476-07 09/06/2024 | 09/06/2025 PERSONAL & ADV INJURY GEN'L AGGREGATE LIMIT APPLIES PER: GENERAL AGGREGATE $ 4,000,000 X POLICY LOC APPROVED PRODUCTS - COMP/OP AGG $ 3,000,000 By Veronica Gutierrez at 12:11 pm, Mar 20, 2025
OTHER:
COMBINED SINGLE LIME
AUTOMOBILE LIABILITY ¡Ea accident: IS INCLUDED
ANY AUTO BODILY INJURY (Per person)
A OWNED I SCHEDULED OBF-D681476-07 09/06/2024 09/06/2025 | BODILY INJURY (Per accident) | s
AUTOS ONLY AUTOS
HIRED NON-OWNED PROPERTY DAMAGE
X AUTOS ONLY ! AUTOS ONLY Cer accidentL..
X EACH OCCURRENCE /$ 3,000,000
•X UMBRELLA LAS OCCUR
A EXCESS LIAB OBF-D681476-07 09/06/2024 09/06/2025 AGGREGATE $ 3,000,000
CLAIMS-MADE
DED • RETENTIONS
WORKERS COMPENSATION Xİ STATUTE |
AND EMPLOYERS' LIABILITY
ANYPROPRIETOR/PARTNER/EXECUTIVE ELL. EACH ACCIDENT 1,000,000 OFFICER/MEMBEREXCLUDED? IN/A X 57 WEC ZR5765 09/06/2024 09/06/2025 E.L. DISEASE - EA EMPLOYEE S 1,000,000
: (Mandatory in NH)
describe under $ 1,000,000
DESCRIPTON OF OPERATIONS belON E.L. DISEASE - POLICY LIMIT * Aggregate 2,000,000
Professional Liability VNPL016870 09/06/2024 09/06/2025 Each Loss Ded 25,000 Each Claim 2,000,000
DESCRIPTION OF OPERATIONS / LOCATIONS / VEHICLES (AGORO 101, Additional Remarks Schedule, may be atfsched it more space is required) surer D) - Cyber Liability - ESN0240063901 - (09/06/2024 - 09/06/2025) - Aggregate : $1,000,000; Deductible: $2,5
CERTIFICATE HOLDER CANCELLATION
SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE
THE EXPIRATION THEREOF, NOTICE WILL BE DELIVERED IN
ACCORDANCE WITH THE POLICY PROVISIONS.
City of Fullerton, Risk Management
Olga Vellanoweth AUTHORIZED REPRESENTATIVE
303 W. Commonweath Ave.
Fullerton CA 92832
© 1988-2015 ACORD CORPORATION. All rights reserved.
ACORD 25(2016/03) The ACORD name and logo are registered marks of ACORD Hanover
Insurance Group-
OBF D681476 5701751
1. SECTION I - PROPERTY, if two or more of However, if you agree in a written this coverage part's coverages apply to contract, written agreement he same loss or damage, we will not pay written he insurance provided permit that
more than the actual amount of the loss or any or
included Person
organization an
Additional Insured under this
SECTION I! - LIABILITY, it is our stated Coverage Part is primary and intent that the various
forms, endorsements or policies issued to non-contributory, we will not seek contribution other
he named insured by us, or any company cosurance available to that Additional Insured which covers the Additional
same alaim, sutro currence for the, Insured as a Named Insured except:
accident, "wrongful act" or loss. We will (1) For the sole negligence of the not pay more than the actual amount of Additional Insured; or (2) When the Additional Insured is
If this Coverage Part and any other Additional Insured under Coverage • Part, endorsement another liability policy.
policy issued to the named insured by us, b. Excess Insurance or any company affiliated with us, apply to
This insurance is excess over:
cent, wrongful act or loce
(1) Any of the other insurance,
the maximum Limit of Insurance under all whether primary, excess, contingent or on any other basis:
endorsements or policies combined shall
not exceed the highest applicable Limit of (a) That is Fire, Extended Coverage, Builder's Risk,
Insurance under any one Coverage Part,
Installation Risk or similar
form, endorsement or policy. coverage for "your work";
This condition apply to any
Excess or Umbrella Policy issued by us (b) That is Property Insurance for specifically to apply as excess insurance premises rented to you or over this pollcy. temporarily occupied by you
with permission of the owner;
G. Liberalization (c) That is insurance purchased
If we adopt any revision that would broaden by you to cover your liability coverage policy without as a tenant for "property
additional premium within 45 days prior to or damage" to premises rented during the policy period, broadened to you or temporarily coverage will immediately apply to this policy. occupied by you with H. Other Insurance permission of the owner; or
1. SECTION I - PROPERTY (d) If the loss arises out of the maintenance
If there is other insurance covering the aircraft, "autos" or watercraft to the extent not subject to
SECTION II • - LIABILITY,
Exclusion g. Aircraft, Auto or
insurance, whether you can collect on it or Watercraft; and not. But, we will not pay more than the
applicable Limit of Insurance of SECTION I (2) Any other primary insurance - PROPERTY. available to you covering liability
for damages arising out of the
2. SECTION II - LIABILITY premises or operations, or the If other valid and collectible insurance is products and completed available to the insured for a loss we operations, for which you have cover under SECTION 1I - LIABILITY, our been added as an additional obligations are limited as follows: insured by attachment of an endorsement.
a. Primary Insurance
When this insurance is excess, we
This insurance is primary except when will have no duty under SECTIÓN II - paragraph b. below applies. If this LIABILITY defend the insured insurance is primary, to "suit if any other
are not affected unless any of the against any
insurer has a duty to defend the
other insurance is also primary. Then, insured against that "suit". If no other we will share with nsurer defends, we will undertake t
insurance by the method described in o so, but we will be entitled to thi paragraph c. below.
391-1003 08 16 Includes copyrighted material of Insurance Services Office, Inc., with its permission. Page 79 of 81 POLICY NUMBER: OBF-D681476-07
THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY.
BUSINESSOWNERS LIABILITY SPECIAL BROADENING ENDORSEMENT This endorsement modifies insurance provided under the following:
BUSINESSOWNERS COVERAGE FORM
SUMMARY OF COVERAGES Limits Page
1. Additional Insured by Contract, Agreement or Permit Included 1
2. Additional Insured - Broad Form Vendors Included
3. Alienated Premises included
4. Broad Form Property Damage - Borrowed Equipment, Customer: Included 3 Goods and Use of Elevators
5. Incidental Malpractice (Employed Nurses, EMT's and Paramedics) Included included Al col
6. Personal and Advertising Injury - Broad Form
7. Product Recall Expense Included 4
-
Product Recall Expense Each Occurrence Limit $25,000 5
Occurrence
Product Recall Expense Aggregate Limit $50,000 5
Aggregate
Product Recall Deductible $500 5
8. Unintentional Failure to Disclose Hazards Included 6
9. Unintentional Failure to Notify Included 6
This endorsement amends coverages provided under the Businessowners Coverage Form through new coverages and broader coverage grants. This coverage is subject to the provisions applicable to the Businessowners Coverage Form, except as provided below.
The following changes are made to SECTION II - (2) Premises you own, rent, lease or LIABILITY: оссиру; ог
1. Additional Insured by Contract, Agreement or ) Your maintenance, operation or use Permit quipment leased to yo
The following is added SECTION II - b. The insurance afforded to such additional LIABILITY, C. Who Is An Insured: insured described above:
Additional Insured by Contract, Agreement or (1) Only applies to the extent permitted by Permit law; and
2) Will not be broader than the insurance
written contract, which you are required by the contract, agreement or permit to add such person o agreement or permit to provide for such organization as an additional insured or additional insured. (3) Applies on a primary basis if that is
required by the written contract, written
agreement or permit
caused, in whole or in
part, by your acts or omissions, or the acts (4) Will not be broader than coverage or omissions of those acting on your behalf provided to any other insured. but only with respect to: (5) Does not apply if the "bodily injury", (1) "Your work" for the additional insured(s) "property damage" or "personal designated in the contract, agreement or advertising injury is otherwise excluded permit; from coverage under this Coverage Part,
including any endorsements thereto.
391-1006 08 16 Includes copyrighted materials of insurance Services Offices, Inc., with its permission. Page 1 of 6 Hanover
Insurance Group-
OBF D681476 5701751
c. This provision does not apply: The most we will pay on behalf of the (1) Unless the written contract or written additional insured for a covered claim is the lesser of the amount of insurance:
issued prior to injury", 1. Required by the contract, agreement or "superty damage", or personal nay permit described in Paragraph a.; or and advertising injury". 2. Available under the applicable Limits of (2) To any person or organization includec Insurance shown in the Declarations. as an insured by another endorsement
This endorsement shall not increase
Issued by us and made part of this applicable Limits of Insurance shown in the Coverage Part. Declarations
(3) To any lessor of equipment: e. All other insuring agreements, exclusions, (a) After the equipment lease expires; or and conditions of the policy apply. • (b) If the
dana, ses out of sole negligeng added to SECTION I -
LIABILITY, C. Who Is An Insured:
of the lessor.
Additional Insured - Broad Form Vendors
(4) To any:
a. Any person or organization that is a vendor
(a) Owners or other interests from whom with whom you agreed in a written contract land or written agreement to include as an
"occurrence, been
takes place or the additional insured under this Coverage Part offense is committed after the lease
for the land expires; or for bored, but only with repe toma for "bodily "property damage"
(b) Managers or lessors of premises if: products" which are (i) The "occurrence" takes place or distributed or sold in the regular course of the offense is committed after the vendor's business.
you cease to be a tenant in that b. The insurance afforded to such vendor premises; or described above:
(1i) The "bodily injury", "property (1) Only applies to the extent permitted by damage" personal injury law;
"advertising injury" arises out of (2) Will not be broader than the insurance structural alterations, new which you are required by the contract or construction demolition agreement to provide for such vendor; operations performed by or on
behalf of the manager or lessor. (3) Will not be broader than coverage provided to any other insured; and
"property damage" or
(5) personal and advertising injury arising (4) Does not apply if the "bodily injury" "property damage" ог "personal and
out of the rendering of or the failure to
render any professional services. advertising injury" is otherwise excluded from coverage under this Coverage Part,
This exclusion applies even if the claims including any endorsements thereto not apsy tonce afforded to the vendor does
(1) "Bodily injury" or "property damage" for
which the vendor
Professional services by or for yoder any damages by reasons of the assumption of d. With respect to the insurance afforded to
these additional insureds,
and Medical Expense Limits of Insurance:
(2) Any express warranty unauthorized by
391-1006 08 16 Includes copyrighted materials of Insurance Services Offices, Inc., with its permission. Page 2of6 (3) Any physical or chemical change in the he most we will pay on behalt of the vendo product made intentionally by the mountorinsurance is the lesser of th vendor;
(4) Repackaging unless unpacked spection, 1. Rescribed ly Paragraphad or agreement purpose inspection,
demonstration testing,
substitution of parts under instructior
from manufacturer, and
repackaged in the original container; Spicable Lies or insurance hone (5) Any failure to make such inspection, Declarations
adjustments, tests or servicing as the
vendor has agreed to make or normally , 3. Alienated Premises undertakes to make in the usual course
of business in connection with the sale Appicable To BUsiness Liability Courage 1:
of the product; Damage to Property, paragraph (2) is replaced by (6) Demonstration, installation, servicing or
repair operations, (2) Premises you sell, give away or abandon, if operations performed at the vendors the "property damage" arises out of any part oremises in connection with the sale of of those premises and occurred from hazards the product; that were known by you, or should have
(7) Products which, after distribution or sale reasonably been known by you, at the time by you, have been labeled or relabeled the property was transferred or abandoned.
Or used container, part or 4. Form Property
ingredient substance by or for the vendor; Equipment, Customers Goods, Use of Elevators a. The following is added to SECTION I
(8) "Bodily injury" or LIABILITY, B. Exclusions, 1. Applicable To arising out of the sole negligence of the Business Liability Coverage, k. Damage to vendor for its own acts or omissions or Property:
those of its employees or anyone else
acting Paragraph (4) does not apply to "property
damage" to borrowed equipment while at a
exclusion does not apply to: and not being used to perform jobsite
(a) The exceptions contained within the operations.
exclusion in subparagraphs (4) or (6)
and 6) do not apply to
above: or roperly damagean
"customers goods"
(b) Such inspections, adjustments, tests while on your premises nor to the use of or servicing as the vendor has elevators.
agreed make normally b. For the purposes of this endorsement, the undertakes to make in the usual
course of business, in connection following definition is added to SECTION II - with the distribution or sale of the LIABILITY, F. Liability and Medical Expenses Definitions:
products.
damage" 1 used and your reming at no
a. Worked on; or
(10) To any person or organization includes b. Used in your manufacturing process. as an insured by another endorsement
(11 Arm insured you have a guired such from whom you have products, or tering into, accompanying 5. Incidental Malpractice - Employed Nurses, ENTS ,entering into,
and Paramedics
d. With respect to the insurance afforded to SECTION II - LIABILITY, C. Who Is An Insured, these vendors, added t paragraph 2.a.(1)(d) does not apply to a nurse, SECTION II - LIABILITY, Liability an
Medical Expense Limits of insurance:
391.1006 08 16 Includes copyrighted materials of Insurance Services Offices, Inc., with its permission. Page 3 of 6 Hanover
Insurance Group-
OBF D681476 5701751
emergency medical technician or paramedic o. Recall of Products, Work or Impaired employed by you if you are not engaged in the Property is replaced by the following:
business or occupation of providing medical
›aramedical. surgical, dental, x-ray or nursing •. Fropil of Products, Work or Impaired services.
Damages claimed for any loss, cost or
6. Personal injury - Broad Form
a. SECTION II - LIABILITY, B. Exclusions, 2. loss of use, recall, Additional Exclusions Applicable only inspection, repair replacement, "Personal and Advertising Injury", paragraph adjustment, removal or disposal of:
e. is deleted. (1) "Your product";
b. SECTION II - LIABILITY, F. Liability and (2) "Your work"; or Medical Expenses Definitions, 14. "Personal
advertising injury", paragraph b. is (3) "Impaired property":
replaced by the following: f such product, work or property l b. Malicious prosecution or abuse of withdrawn or recalled from the market o process. from use by any person or organization
because of a known or suspected defect,
c. The following is added to SECTION II - inadequacy or LIABILITY, F. Liability and Medical Expenses condition in it, but this exclusion does Definitions, Definition 14. "Personal and not apply to "product recall expenses" advertising injury": that you incur for the "covered recall" of "Discrimination" (unless insurance thereof is "your product". prohibited by law) that results in injury to the However, the exception to the exclusion eelings or reputation of a natural person, does not to "product recall apply
but only if such "discrimination" is: expenses" resulting from:
(1) Not intentionally by or at the (4) Failure of any products to accomplish direction of:
their intended purpose:
(a) The insured; (5) Breach of warranties of fitness,
(b) Any officer of the corporation, quality, durability or performance; director, stockholder, partner or (6) Loss of customer approval, or any member of the insured; and cost incurred to regain customer (2) Not directly or indirectly related to an approval;
emplovee , not to the employment, (7) Redistribution or replacement of prospective employment or termination "your which has been of any person or persons by an insured. recalled Product" by like products оГ
d. For purposes endorsement, substitutes;
following definition is added to SECTION II - (8) Caprice or whim of the insured; LIABILITY, F. Liability and Medical Expenses
Definitions: (9) A condition likely to cause loss of
which any insured knew or had
1. "Discrimination" the unlawful reason to know at the inception of this insurance;
combination of thesement ersion cognitive, 112) no known suspeded tect solely hore futer of you readed
b. The following is added to SECTION !!.
LIABILITY, C. Who Is An Insured, paragraph
7. Product Recall Expense
1. SECTION II - LIABILITY, B. Exclusions, 1. acquired or formed the organization.
Applicable To Business Liability Coverage
391-1006 08 16 Includes copyrighted materials of insurance Services Offices, Inc., with its permission. Page 4 of 6 C. The following is added to SECTION II - of a deductible amount, you shall LIABILITY, D. Liability and Medical Expenses promptly reimburse us for the part of the Limits of Insurance: deductible amount we paid.
Product Recall Expense Limits of Insurance The Product Recall Expense Limits of Insurance apply separately to each
a. The Limits of Insurance shown in the consecutive annual and to SUMMARY OF COVERAGES of this period any
emainina period of less than 12 months
endorsement and the rules stated below
starting with the beginning of the polic
fix the most that we will pay under this
Product Recall period shown in the Declarations, unless the expense
regardless of the number of: olicy period is extended after issuance fo an additional period of less than 12 months
(1) Insureds; In that case, the additional period will be (2) "Covered Recalls initiated; or deemed part of the last preceding period for "your the purposes of determining the Limits of
(3) Number of products"
withdrawn. Insurance.
d. The following is added to SECTION I| -
b. The Product Recall Expense Aggregate LIABILITY, E. Liability and Medical Expense Limit is the most that we will reimburse General Conditions, 2. Duties in the Event of you for the sum of all "product recall
expenses" Occurrence, Offense, Claim or Suit:
recalls" initiated during the policy period. You must see to it that the following are done in the event of an actual or anticipated
The Product Recall Each Occurrence "covered recall" that may result in "product connection with any one defect it recall expense":
deficiency. (1) Give us prompt notice of any discovery
or notification that "your product must
d. All "product recall expenses" in
be withdrawn or recalled. Include a
connection with substantially the same description of "your product" and the harmful condition reason for the withdrawal or recall:
deemed to arise ouf of the same defect
deficiency and considered one (2) Cease any further release, shipment, "occurrence", consignment or any other method
"product distribution of like or similar products
e. Any amount reimbursed for
recall expenses" in connection with any until it has been determined that all such products are free from defects that
one "occurrence" will reduce the amount
could be a cause of loss under this
of the Product Recall Expense Aggregate
insurance.
Limit available for reimbursement of
"product recall expenses" in connection e. For the purposs of this endorsement, the with any other defect or deficiency. following definitions are added to SECTION Il - LIABILITY, F. Liability and Medical
f. If the Product Recall Expense Aggregate
Expenses Definitions:
Limit has reduced by
Been product 1. "Covered recall" means a recall made
reimbursement recall
expenses" to an amount that is less than necessary because you or a government
2. "Product recall expense(s)" means:
g. a. rsessary and reasonable expenses
stationary,
postage;
391-1006 08 16 Includes copyrighted materials of Insurance Services Offices, Inc., with its permission. Page 5 of 6 Hanover
Insurance Group-
OBF D681476 5701751
(2) Shipping the recalled products 1) If the "products - completed operatior from any purchaser, distributor or azard" is excluded from coverage unde the place or places this Coverage Part including any
designated by you; endorsement thereto; o
3) Remuneration to Your (2) To "product recall expense" arising out of regular "employees' excluded fronducts" that are otherwise necessary overtime; Coverage Part indorsements under
(4) Hiring additional an your regular "persons, othe thereto. mployees
Unintentional Failure to Disclose Hazards
) Expenses incurred by "employee
including ansportatic and TABLe Lab and Medical Expenses accommodations;
General Conditions:
(6) Expenses to rent additional
warehouse or storage space; Representations
7) Disposal of "your product", bi We will not disclaim coverage under thi nly to the extent that specifi Coverage Part if you fail to disclose all hazards Those of ployed ion other ash existing as of the inception date of the polic those trash provided such failure is not intentional
are 9. Unintentional Failure to Notify
auired to avoid "bodily iniur
Case Contes 2 blee ene Even i
you incur exclusively for the purpose Occurrence, Offense, Claim or Suit:
of recalling "your product"; and
Your rights afforded under this Coverage Pan
b. Your lost profit resulting from such not be prejudiced if you fail to give us "covered recall".
This Product Recall Expense Coverage does
not apply:
ALL OTHER TERMS, CONDITIONS, AND EXCLUSIONS REMAIN UNCHANGED. 391-1006 08 16 Includes copyrighted materlals of Insurance Services Offices, Inc., with ils permission. Page 6 of 6 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY.
WAIVER OF OUR RIGHT TO RECOVER FROM
OTHERS ENDORSEMENT - CALIFORNIA
Policy Number: 57 WEC ZR576 Endorsement Number
ffective Date: 09/06/2 Effective hour is the same as stated on the Information Page of the polic Named Insured and Address: HF&H CONSULTANTS LLC
590 YGNACIO VALLEY RD STE 105
WALNUT CREEK CA 94596
We have the right to recover our payments from anyone liable for an injury covered by this policy. We will not enforce our eho west under on to contractional raid in you Sobal this are age ment ap (This agreement applies only to the extent that you You must maintain payroll records accurately segregating the remuneration of your employees while engaged in the work described in the Schedule.
on such remuneration, for this endorsement shall be 2% of the Callionia workers compensation premium olhenise due
SCHEDULE
Person or Organization Job Description
Any person or organization for whom you are required by written contract or agreement to obtain this waiver of rights from Countersigned by
Authorized Representative
Form WC 04 03 06 (1) Printed in U.S.A.
Process Date: 07/28/24 Policy Expiration Date: 09/06/25 insured's rights against all those other premium in accordance with our rates and insurers. rules then in effect.
C. When this insurance is excess over other 3. With our consent, you may continue this insurance, we will pay only our share of policy in force by paying a continuatior the amount of the any, that premium for each successive one-year exceeds the sum of: period. The premium must be:
(1) The total amount that all such other a. Paid to us prior to the anniversar insurance would pay for the loss in late; anc
the absence of this insurance; and b. Determined in accordance with (2) The total of all deductible and paragraph 2. above. self-insured amounts under all that
other insurance.
d. We will share the remaining loss, if any, C02225
with any other insurance that is not
described in this provision and was not premium.
bought specifically to apply in excess of 4. Undeclared exposures or change in your Limits of Insurance shown in the business operation, acquisition or use of Declarations for this Coverage. locations may occur during the policy period that is not shown in the
e. Method of Sharing
Declarations. If so, we may require an
If all of the other insurance permits additional premium. That premium will be contribution by equal shares, determined in accordance with our rates Under this and rules then in effect.
approach each insurer contributes equal
amounts until it has paid its applicable J. Premium Audit Insurance or none of the loss 1. This policy is subject to audit if a premium remains, whichever comes first. designated as an advance premium is If any of the other insurance does not shown in the Declarations. We will permit contribution by equal shares, we compute the final premium due when we contribute by limits. Under determine your actual exposures. method, each insurer's share is based on 2. Premium shown in this policy as advance applicable Limit of premium is a deposit premium only. At the Insurance to the total applicable limits of close of each audit period, we will insurance of all insurers. compute the earned premium for that f. When this insurance is excess, we will period and send notice to the first Named have no duty under Business Liability nsured. The due date for audit premiums Coverage to defend any claim or "suit is the date shown as the due date on the that any other insurer has a duty to bill. If the sum of the advance and audit defend. If no other insurer defends, we premiums paid for the policy period is will undertake to do so; but we will be greater than the earned premium, we will entitled to the insured's rights against all return the excess to the first Named those other insurers. Insured.
1. Premiums 3. The first Named Insured must keep
records of the information we need for
1. The first Named Insured shown in the
Declarations: at such times astate may resued us copies a. Is responsible for the payment of all
premiums; and K. To Usfer of Rights of Recovery Against Others b. Will be the payee for any return
premiums we pay. 1. Applicable to SECTION | - PROPERTY
Coverage:
The premium shown in the Declarations wa
omputed based on rates in effect at the tim If any person or organization to or fo the policy was issued. On each renewal, whom we make payment under this policy has rights to recover damages from
continuation or anniversary of the effective another, those rights are transferred to us date of this policy, we will compute the to the extent of our payment. That person or organization must
necessary to secure our rights and mus
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Insurance Group-
OBF D681476 5701751
a. Prior to a loss to your Covered We waive any right of recovery we may Property. have against any person or
• After a loss to vour Covered Properl organization with whom you have a at time of loss, that party i written contract, permit or agreement one of the following: to waive any rights of recovery against such person or organization because of
(1) Someone insured by this we make for injury
insurance; damage arising out of your ongoing
(2) A business firm: operations or "your work" done under a contract with that person or
(a) Owned or controlled by you; organization and included in the "products-completed operations
(b) That owns or controls you; or hazard".
(3) Your tenant. This condition does not apply to
You may also accept the usual bills. of Medical Expenses Coverage. lading or shipping receipts limiting the L. Transfer of Your Rights and Duties Under liability of carriers. This Policy
This will not restrict your insurance. Your rights and duties under this policy
2. Applicable to SECTION I - LIABILIT may not be transferred without our written Coverage consent except in the case of death of an
individual Named Insured. If
If the insured has rights to recover all or rights and duties wil be transferred to your part of any payment we have made legal representative but only while that under this Coverage Part, those rights legal representative is acting within the are transferred to us. The insured must scope their duties as your legal do nothing after loss to impair such representative. legal rights. At our request, the insured will representative is appointed, anyone with "suit" or transfer those rights to us
proper temporary custody of your property
will have your rights and duties but only
with respect to that property.
391-1003 08 16 Includes copyrighted material of Insurance Services Office, Inc., with its permission. Page 81 of 81