PROFESSIONAL SERVICES CONTRACT BETWEEN
THE CITY OF HUNTINGTON BEACH AND
HF&H CONSULTANTS, LLC
FOR
NEGOTIATION SERVICES FOR SB1383 COMPLIANCE
THIS AGREEMENT ("Agreement") is made and entered into by and between the City of Huntington Beach, a municipal corporation of the State of California, hereinafter referest to as "CITY," and, HE&H Consultants, LIC hereinator referred to as "CONSULTANT."
WHEREAS, CITY desires to engage the services of a consultant to provide negotiation services for SB1383 compliance; and
Pursuant to documentation on file in the office of the City Clerk, the provisions of the Huntington Beach Municipal Code, Chapter 3.03, relating to procurement of professional service contracts have been complied with; and CONSULTANT has been selected to perform these services, NOW, THEREFORE, it is agreed by CITY and CONSULTANT as follows:
SCOPE OF SERVICES
CONSULTANT shall provide all services as described in Exhibit "A," which is attached hereto and incorporated into this Agreement by this reference. These services shall sometimes hereinafter be referred to as the "PROJECT." CONSULTANT hereby designates Laith Ezzet who shall represent it and be its sole contact and agent in all consultations with CITY during the performance of this Agreement.
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2. CITY STAFF ASSISTANCE
CITY shall assign a staff coordinator to work directly with CONSULTANT in the performance of this Agreement.
3. TERM; TIME OF PERFORMANCE
Time is of the essence of this Agreement. The services of CONSULTANT October b , 2021 (the "Commencement Date"). This Agreement shall are to commence on
automatically terminate three (3) years from the Commencement Date, unless extended or sooner terminated as provided herein. All tasks specified in Exhibit "A" shall be completed no later than three (3) years from the Commencement Date. The time for performance of the tasks identified in Exhibit "A" are generally to be shown in Exhibit "A." This schedule may be amended to benefit the PROJECT if mutually agreed to in writing by CITY and CONSULTANT.
In the event the Commencement Date precedes the Effective Date, CONSULTANT shall be bound by all terms and conditions as provided herein.
4. COMPENSATION
In consideration of the performance of the services described herein, CITY agrees to pay CONSULTANT on a time and materials basis at the rates specified in Exhibit "B," which is attached hereto and incorporated by reference into this Agreement, a fee, including all costs and expenses, not to exceed Seventy Five Thousand Dollars ($75,000.00).
• 5. EXTRA WORK
In the event CITY requires additional services not included in Exhibit "A" or changes in the scope of services desctibed in Exhibit "A," CONSULTANT will undertake such work only after receiving written authorization from CITY. Additional 21-104251266899
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compensation for such extra work shall be allowed only if the prior written approval of CITY is obtained.
• 6. METHOD OF PAYMENT
CONSULTANT shall bo paid pursuant to the terms of Exhibit "B."
DISPOSITION OF PLANS, ESTIMATES AND OTHER DOCUMENTS
CONSULTANT agrees that title to all materials prepared hereunder, including, without limitation, all original drawings, designs, reports, both field and office notices, calculations, computer code, language, data or programs, maps, memoranda, letters and other documents, shall belong to CITY, and CONSULTANT shall turn these materials over to CITY upon expiration or termination of this Agreement or upon PROJECT completion, whichever shall occur first. These materials may be used by CITY as it sees fit.
HOLD HARMLESS
A. CONSULTANT hereby agrees to protect, defend, indemnify and hold harmless CITY, its officers, clected or appointed officials, employees, agents and volunteers from and against any and all claims, damages, losses, expenses, judgments, demands and defense costs (including, without limitation, costs and fees of litigation of every nature or liability of any kind or nature arising out of or in connection with CONSULTANT's (or CONSULTANT's subcontractors, if any) negligent (on alleged 14/18 negligent) performance of this Agreement or its failure to comply with any of its obligations contained in this Agreement by CONSULTANT, its officers, agents or employees except such loss or damage which was caused by the sole negligence or willful misconduct of CITY. CONSULTANT will conduct all defense at its sole cost and expense and CITY shall approve selection of CONSULTANT's counsel. This indemnity shall 21-10425/266899
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apply to all claims and liability regardless of whether any insurance policies are applicable.
The policy limits do not act as limitation upon the amount of indemnification to be provided by CONSULTANT.
B. To the extent that CONSULTANT performs "Design Professional Services" within the meaning of Civil Code Section 2782.8, then the following Hold Harmless provision applies in place of subsection A above:
"CONSULTANT hereby agrees to protect, defend, indemnify and hold harmless CITY and its officers, elected or appointed officials, employees, agents and volunteers, from and against any and all claims, damages, losses, expenses, demands and defense costs (including, without limitation, costs and fees of litigation of every nature or liability of any kind or nature to the extent that the claims against CONSULTANT atise out of, pertain to, or relate to the negligence, recklessness, or willful misconduct of CONSULTANT. In no event shall the cost to defend charged to CONSULTANT exceed CONSULTANT's proportionate percentage of fault. However, notwithstanding the previous sentence, in the event one or more other defendants to the claims and/or litigation is unable to pay its share of defense costs due to bankruptcy or dissolution of the business, CONSULTANT shall meet and confer with CITY and other defendants regarding unpaid defense costs. The duty to indemnify, including the duty and the cost to defend, is limited as provided in California Civil Code Section 2782,8.
C. Regardless of whether subparagraph A or B applies, CITY shall be reimbursed by CONSULTANT for all costs and attorney's fees incurred by CITY in enforcing this obligation. This indemnity shall apply to all claims and liability regardless of whether any insurance policies are applicable. The policy limits do not act as a limitation upon the amount of indemnification to be provided by CONSULTANT. 21-10425/266899
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PROFESSIONAL LIABILITY INSURANCE
CONSULTANT shall obtain and furnish to CITY a professional liability insurance policy covering the work performed by it hereunder. This policy shall provide coverage for CONSULTANT's professional liability in an amount not less than One Million Dollars ($1,000,000.00) per occurrence and in the aggregate. The above- mentioned insurance shall not contain a self-insured retention without the express written consent of CITY; however an insurance policy "deductible" of Ten Thousand Dollars ($10,000.00) or less is permitted. A claims-made policy shall be acceptable if the policy further provides that:
A. The policy retroactive date coincides with or precedes the initiation of the scope of work. (including subsequent policies purchased as renewals or replacements).
B. CONSULTANT shall motify CITY of circumstances or incidents that might give rise to future claims.
CONSULTANT will make every effort to maintain similar insurance during the required extended period of coverage following PROJECT completion. If insurance is terminated for any reason, CONSULTANT agrees to purchase an extended reporting provision of at least two (2) years to report claims arising from work performed in connection with this Agreement.
If CONSULTANT fails or refuses to produce or maintain the insurance required by this section or fails or refuses to furnish the CITY with required proof that insurance has been procured and is in force and paid for, the CITY shall have the right, at the CITY's election, to forthwith terminate this Agreement. Such termination shall not 21-10425/266899
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effect Consultant's right to be paid for its time and materials expended prior to notification of termination, CONSULTANT waives the right to receive compensation and agrees to indemnify the CITY for any work performed prior to approval of insurance by the CITY.
10. CERTIFICATE OF INSURANCE
Prior to commencing performance of the work hereunder, CONSULTANT shall furnish to CITY a certificate of insurance subject to approval of the City Attorney evidencing the foregoing insurance coverage as required by this Agreement; the certificate shall:
A. provide the name and policy number of each carrier and policy; B. state that the policy is currently in force; and
shall promise that such policy shall not be. suspended, voided or canceled by either party, reduced in coverage or in limits except after thirty (30) days' prior written notice; however, ten (10) days' prior written notice in the event of cancellation for nonpayment of premium.
CONSULTANT shall maintain the foregoing insurance coverage in force until the work under this Agreement is fully completed and accepted by CITY.
The requirement for carrying the foregoing insurance coverage shall not derogate from CONSULTANT's defense, hold harmless and indemnification obligations as set forth in this Agreement. CITY or its representative shall at all times have the right to demand the original or a copy of the policy of insurance, CONSULTANT shall pay, in a prompt and timely manner, the premiums on the insurance hereinabove required. 21-10425/266899
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11. INDEPENDENT CONTRACTOR
CONSULTANT is, and shall be, acting at all times in the performance of this Agreement as an independent contractor herein and not as an employee of CITY.
CONSULTANT shall secure at its own cost and expense, and be responsible for any and all payment of all taxes, 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, in connection with the PROJECT and/or the services to be performed hereunder.
12. TERMINATION OF AGREEMENT
All work required hereunder shall be performed in a good and workmanlike manner, CITY may terminate CONSULTANT's services hereunder at any time with or without cause, and whether or not the PROJECT is fully complete. Any termination of this Agreement by CITY shall be made in writing, notice of which shall be delivered to CONSULTANT as provided herein. In the event of termination, all finished and unfinished documents, exhibits, report, and evidence shall, at the option of CITY, become its property and shall be promptly delivered to it by CONSULTANT.
13. ASSIGNMENT AND DELEGATION
This Agreement is a personal service contract and the work hereunder shall not be assigned, delegated or subcontracted by CONSULTANT to any other person or entity without the prior express written consent of CITY. If an assignment, delegation or subcontract is approved, all approved assignees, delegates and subconsultants must satisfy the insurance requirements as set forth in Sections 9 and 10 hereinabove. 21-10425/266899
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14. COPYRIGHTS/PATENTS
CITY shall own all rights to any patent or copyright on any work, item or material produced as a result of this Agreement.
15. CITY EMPLOYEES AND OFFICIALS
CONSULTANT shall employ no CITY official nor any regular CITY employee in the work performed pursuant to this Agreement. No officer or employee of CITY shall have any financial interest in this Agreement in violation of the applicable provisions of the California Government Code.
16, NOTICES
Any notices, certificates, or other communications hereunder shall be given either by personal delivery to CONSULTANT's agent (as designated in Section 1 hereinabove) or to CITY as the situation shall warrant, or by enclosing the same in a sealed envelope, postage prepaid, and depositing the same in the United States Postal Service, to the addresses specified below. CITY and CONSULTANT may designate different addresses to which subsequent notices, certificates or other communications will be sent by notifying the other party via personal delivery, a reputable overnight carrier or U.S. certified mail-return receipt requested:
TO CITY: TO CONSULTANT:
City of Huntington Beach HF&H Consultants, LLC
ATTN: Debra Jubinsky ATTN: Laith Ezzet
2000 Main Street 19200 Von Karman Ave., Ste 360
Huntington Beach, CA 92648 Irvine, CA 92612
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17. CONSENT
When CITY's consent/approval is required under this Agreement, its consent/approval for one transaction or event shall not be deemed to be a consent/approval to any subsequent occurrence of the same or any other transaction or event.
18. MODIFICATION
No waiver or modification of any language in this Agreement shall be valid unless in writing and duly executed by both parties.
19. SECTION HEADINGS
The titles, captions, section, paragraph and subject headings, and descriptive phrases at the beginning of the various sections in this Agreement are merely descriptive and ate included solely for convenience of reference only and are not representative of matters included or excluded from such provisions, and do not interpret, define, limit ot describe, or construe the intent of the parties or affect the construction or interpretation of any provision of this Agreement.
20. INTERPRETATION OF THIS AGREEMENT
The language of all parts of this Agreement shall in all cases be construed as a whole, according to its fair meaning, and not strictly for or against any of the parties.
If any provision of this Agreement is held by an arbitrator or court of competent jurisdiction to be unenforceable, void, illegal or invalid, such holding shall not invalidate or affect the remaining covenants and provisions of this Agreement. No covenant or provision shall be deemed dependent upon any other unless so expressly provided here.
As used in this Agreement, the masculine or neuter gender and singular or plural number shall be deemed to include the other whenever the context so indicates or requires.
Nothing contained herein shall be construed so as to require the commission of any act 21-10425/266899
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contrary to law, and wherever there is any conflict between any provision contained herein and any present or future statute, law, ordinance or regulation contrary to which the parties have no right to contract, then the latter shall prevail, and the provision of this Agreement which is hereby affected shall be curtailed and limited only to the extent necessary to bring it within the requirements of the law.
21. DUPLICATE ORIGINAL
The original of this Agreement and one or more copies hereto have been prepared and signed in counterparts as duplicate originals, each of which so executed shall, irrespective of the date of its execution and delivery, be deemed an original. Each duplicate original shall be deemed an original instrument as against any party who has signed it.
22. IMMIGRATION
CONSULTANT shall be responsible for full compliance with the immigration and naturalization laws of the United States and shall, in particulat, comply with the provisions of the United States Code regarding employment verification.
23. LEGAL SERVICES SUBCONTRACTING PROHIBITED
CONSULTANT and CITY agree that CITY is not liable for payment of any subcontractor work involving legal services, and that such legal services are expressly outside the scope of services contemplated hereunder. CONSULTANT understands that pursuant to Huntington Beach City Charter Section 309, the City Attorney is the exclusive legal counsel for CITY; and CITY shall not be liable for payment of any legal services expenses incurred by CONSULTANT.
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24. ATTORNEY'S FEES
In the event suit is brought by either party to construe, interpret and/or enforce the terms and/or provisions of this Agreement or to secure the performance hereof, each party shall bear its own attorney's fees, such that the prevailing party shall not be entitled to recover its attorney's fees from the nonprevailing party.
25. SURVIVAL
Terms and conditions of this Agreement, which by their sense and context survive the expiration or termination of this Agreement, shall so survive.
26. GOVERNING LAW
This Agreement shall be governed and construed in accordance with the laws of the State of California,
27. SIGNATORIES
Each undersigned represents and warrants that its signature hereinbelow has the power, authority and right to bind their respective parties to each of the terms of this Agreement, and shall indemnify CITY fully for any injuries or damages to CITY in the event that such authority or power is not, in fact, held by the signatory or is withdrawn.
28. ENTIRETY
The parties acknowledge and agree that they are entering into this Agreement freely and voluntarily following extensive arm's length negotiation, and that each has had the opportunity to consult with legal counsel prior to executing this Agreement, The parties also acknowledge and agree that no representations, inducements, promises, agreements or warranties, oral or otherwise, have been made by that party or anyone acting on that party's behalf, which are not embodied in this Agreement, and that that party has not executed this Agreement in reliance on any representation, inducement, 21-I0425/266899
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promise, agreement, warranty, factor circumstance. not expressly set forth in this Agreement. This Agreement, and the attached exhibits, contain the entire agreement between the parties respecting the subject matter of this Agreement, and supersede all prior understandings and agreements whether oral or in writing between the parties respecting the subject matter hereof.
29. EFFECTIVE DATE
This Agreement shall be effective on the date of its approval by the City Attorney. This Agreement shall expire when terminated as provided herein, IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed by and through their authorized officers.
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CONSULTANT, CITY OF HUNTINGTON BEACH,
HE&H CONSULTANTS, LLC a municipal corporation of the State of California
By: Hi hi
RoB HILTON
City Manager
print name
IT'S: (circle one) Chairman/Presideny/Vice President
INITIATED AND APPROVED
AND
Difector of Public Works
APPROVED AS TO FORM:
LAITI EZZET
print name
ITS: (circle one) Secretary/Chef Financial Officer/Asst.
Secretary - Treasurer
oy City Attorney
Date
RECEIVE AND FILE:
Roben Istanislaw
City Clerk
Date 10/7/21
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EXHIBIT "A"
A. STATEMENT OF WORK: (Narrative of work to be performed) Assist in negotiating a contract amendment or restated agreement to implement the required program under SB 1383.
B. CONSULTANT'S DUTIES AND RESPONSIBILITIES:
1. Prepare for and Conduct Kickoff Meeting with City Staff to Finalize Updated Negotiation Strategy.
2. Develop List of Contract Service Enhancements.
3. Negotiations to Conform Services, Terms and Conditions.
4. Review and Analyze Proposed Rate Impacts.
5. Develop Updated Agreement
6. Prepare for and Attend One City Council Meeting.
C. CITY'S DUTIES AND RESPONSIBILITIES:
D. WORK PROGRAM/PROJECT SCHEDULE:
EXHIBIT A
EXHIBIT "B"
Payment Schedule (Hourly Payment)
A. Hourly Rate
CONSULTANT'S fees for such services shall be based upon the following hourly rate and cost schedule:
Position Rate
Senlor Vice President $299
Senior Manager $275
Sentor Associate/Project Manager $179 to $249
Associate Analyst $160 to $175
Assistant Analyst $139 to $159
Administrative Staff $99 to $115
B. Travel, Charges for time during travel are not reimbursable C. Billing
1. All billing shall be done monthly in fifteen (15) minute increments and matched to an appropriate breakdown of the time that was taken to perform that work and who performed it.
2. Each month's bill should include a total to date. That total should provide, at a glance, the total fees and costs incurred to date for the project.
3. A copy of memoranda, letters, reports, calculations and other documentation prepared by CONSULTANT may be required to be submitted to CITY to demonstrate progress toward completion of tasks. In the event CITY rejects or has comments on any such product, CITY shall identify specific requirements for satisfactory completion.
4. CONSULTANT shall submit to CITY an invoice for each monthly payment due.
Such invoice shall:
A) Reference this Agreement;
B) Describe the services performed;
Show the total amount of the payment due;
D) Include a certification by a principal member of CONSULTANT's firm that the work has been performed in accordance with the provisions of this.
Agreement; and
For all payments include an estimate of the percentage of work completed.
Upon submission of any such invoice, if CITY is satisfied that CONSULTANT is making satisfactory progress toward completion of tasks in accordance with this Agreement, CITY shall approve the invoice, in which event payment shall be made within thirty (30) days of receipt of the invoice by CITY. Such approval shall not be unreasonably withheld. If CITY does not approve an invoice, CITY shall notify Exhibit B
CONSULTANT in writing of the reasons for non-approval and the schedule of performance set forth in Exhibit "A" may at the option of CITY be suspended until the parties agice that past performance by CONSULTANT is in, or has been brought into compliance, or until this Agreement has expired or is terminated as provided herein.
5. Any billings for extra work or additional services authorized in advance and in writing by CITY shall be invoiced separately to CITY. Such invoice shall contain all of the information required above, and in addition shall list the hours expended and hourly rate charged for such time. Such invoices shall be approved by CITY if the work performed is in accordance with the extra work or additional services requested, and if CITY is satisfied that the statement of hours worked and costs incurred is accurate.
Such approval shall not be unreasonably withheld. Any dispute between the parties concerning payment of such an invoice shall be treated as separate and apart from the ongoing performance of the remainder of this Agreement. 2 Exhibit B
CITY OF HUNTINGTON BEACH
HF&H Workplan for SB 1883 Contracting Assistance
Se Vice St Project Assistont (Total Hours
DESCRIPTION Seniol Analyst Fees
Prosident-
Contract Negotlations with Republic
Prepare for and Conduct Kickoff Meeting with Clty Staff 10 16 14 8 28
2 Develop List of Contract Service Enhancements
Negotlations to Confirm Services, Terms, and Conditions 72 72 6 150 3 20 30 10 60
Revlew and Analyze Proposed Rate Impacts
Develop Updated Agreement 14 30 52
Prepare for and Attend One City Councll Meeting 4 10
1.22 162 24 316
Contract Negotiatlons Hours
Contract Negotlations Consulting Fees $ 36,478 $ 2,200 $ 32,238 3,816 $ 74,732 268
Contract Negotlations Expenses
Total Contract Negotiations 75,000
8 162 24. 316
Total Hours 122
$ 299 $ 275 199 $ 159
Hourly Rates caes
Total Consulting Fees 36,478 $ 2,200 92,238 3,816 $ 74,732 $ 268
Total Expenses
Total Fees and Expenses 75,000
(1) Hours may be shifted among tasks,
HF&H Consultants, LIC
6/10/2021
G
CITY OF GARDEN GROVE
GARDEN GROVE OFFICE OF THE CITY CLERK
Steve Jones
Safeguard all official records of the City. Mayor
Conduct municipal elections and oversee legislative administration. Kim Bernice Nguyen Mayor Pro Tem District G
Provide reliable, accurate, and timely information to the City Council, staff, and the general public. George S. Brietigam Council Member - District 1
John R. Neill
Mamber. Distric
Diedre Thu-Ha Nguyen
Council Member • District 3
March 30, 2021 Patrick Phat Bui
Council Member - District 1
Stephanie Klopfenstein
Council Member - District 5
HF&H Consultants, LLC
19200 Von Karman Avenue, Suite 360
Irvine, CA 92612
Attention: Laith Ezzet, Vice President
Enclosed is a fully executed original set of the Professional Services Agreement by and between the Garden Grove Sanitary District and HF&H Consultants, LLC, to provide for contract negotiation assistance to ensure Senate Bill (SB) 1383 compliance.
The Garden Grove Sanitary District Board of Directors approved the agreement at their meeting held on March 23, 2021.
Sincerely,
Teresa Pomeroy, CMC
Secretary/City Clerk
By: Liz Vasquez
Deputy Secretary
Enclosure
C: Finance Department
Finance Department/Purchasing
Public Works Department
11222 Acacla Parkway • P.O.Box 3070 • Garden Grove, CA 92842 ggcity.org
ORIGINAL COPY
PROFESSIONAL SERVICES AGREEMENT
THIS AGREEMENT is made this 23rd -day of March, 2021, by the GARDEN GROVE SANITARY DISTRICT, a California special district, ("DISTRICT") and HF&H CONSULTANTS, LLC, herein after referred to as "CONSULTANT".
RECITALS
The following recitals are a substantive part of this Agreement:
1. DISTRICT is a subsidiary district of the City of Garden Grove. This Agreement is entered into pursuant to Board approval on March 23, 2021.
2. DISTRICT desires to utilize the services of CONSULTANT to provide for contract negotiation assistance to ensure Senate Bill (SB) 1383 compliance (Attachment "A").
3. CONSULTANT is qualified by virtue of experience, training, education and expertise to accomplish services.
AGREEMENT
THE PARTIES MUTUALLY AGREE AS FOLLOWS:
Term and Termination This Agreement shall cover services rendered from date of this Agreement until the services described in CONSULTANT's proposal have been completed. This agreement may be terminated by the DISTRICT without cause. In such event, the DISTRICT will compensate CONSULTANT for work performed to date in accordance with proposal which is attached as Attachment A and is hereby incorporated by reference. CONSULTANT is required to present evidence to support performed work.
2. Services to be Provided. The services to be performed by CONSULTANT shall consist of tasks as set forth in CONSULTANT's Proposal. The Proposal is attached And acted herein by reference. The Proposal and this
Agreement do not guarantee any specific amount of work.
Compensation. CONSULTANT shall be compensated as follows:
3.1 AMOUNT. Total Compensation under this agreement shall not exceed (NTE) amount of Seventy Five Thousand Dollars ($75,000.00), payable in arrears and in accordance with CONTULATANT's Proposal in Attachment "A".
3.2 Payment. For work under this Agreement, payment shall be made per invoice for work completed. For extra work not a part of this Agreement, a writter authorization by DISTRICT will be required, and payment shall be based on schedule included in Proposal (Attachment A).
1505432.1
•
3.3 Records of Expenses. CONSULTANT shall keep complete and accurate records of all costs and expenses incidental to services covered by this Agreement. These records will be made available at reasonable times to DISTRICT.
3.4 Termination. DISTRICT and CONSULTANT shall have the right to terminate this agreement, without cause, by giving thirty (30) days written notice of termination. If the Agreement is terminated by DISTRICT, then the provisions of paragraph 3 would apply to that portion of the work completed.
4. Insurance requirements.
4.1 COMMENCEMENT OF WORK. CONSULTANT shall not commence work under this Agreement until all certificates and endorsements have been received and approved by the DISTRICT. All insurance required by this Agreement shall contain a Statement of Obligation on the part of the carrier to notify the DISTRICT of any material change, cancellation, or termination at least thirty (30) days in advance and provide a Waiver of Subrogation in favor of the DISTRICT.
4.2 WORKERS COMPENSATION INSURANCE. During the duration of this Agreement, CONSULTANT and all subcontractors shall maintain Workers Compensation Insurance in the amount and type required by law, if applicable.
4.3 INSURANCE AMOUNTS. CONSULTANT shall maintain the following insurance for the duration of this Agreement:
(a) Commercial general liability in an amount of $1,000,000.00 per occurrence (claims made and modified occurrence policies are not acceptable); Insurance companies must be acceptable to DISTRICT and have a Best's Guide Rating of A-, Class VIll or better, as approved by the DISTRICT. (b) Automobile liability in an amount of $1,000,000.00 combined single limit (claims made and modified occurrence policies are not acceptable); Insurance companies must be acceptable to DISTRICT and have a Best's Guide Rating of A-, Class VIl or better, as approved by the DISTRICT. (c) Professional liability in an amount not less than $1,000,000. Insurance companies must be admitted and licensed In California and have a Best's Guide Rating of A-, Class VIl or better, as approved by the District. If the policy is written on a "claims made" basis, the policy shall be continued in full force and effect at all times during the term of the agreement, and for a period of three (3) years from the date of the completion of services provided. In the event of termination, cancellation, or material change in the policy, professional/consultant shall obtain continuing insurance coverage for the prior acts or omissions of professional/consultant during the course of performing services under the term of the agreement. The coverage shall be 2 evidenced either by a new policy evidencing no gap in coverage, or by obtaining separate extended "tail" coverage with the present or new carrier.
4.4 An On-Going and Completed Operations Additional Insured Endorsement for the policy under section 4.3 (a) shall designate DISTRICT, its officers, officials, employees, agents, and volunteers as additional insureds for liability arising out of work or operations performed by or on behalf of the CONSULTANT. CONSULTANT shall provide to DISTRICT proof of insurance and endorsement forms that conform to DISTRICT's requirements, as approved by the DISTRICT.
4.5 An Additional Insured Endorsement for the policy under section 4.3 (b) shall designate DIs Rict, its otticers, otticials, employees, agents, and volunteers as additional insureds for automobiles, owned, leased, hired, or borrowed by the CONSULTANT. CONSULTANT shall provide to DISTRICT proof of insurance and endorsement forms that conform to DISTRICT's requirements, as approved by the DISTRICT.
4.6 For any claims related to this Agreement, CONSULTANT's insurance coverage shall be primary insurance as respects DISTRICT, its officers, officials, employees, agents, and volunteers. Any insurance or self-insurance maintained by the DISTRICT, its officers, officials, employees, agents, and volunteers shall be excess of the CONSULTANT's insurance and shall not contribute with it.
4.7 If CONSULTANT maintains higher insurance limits than the minimums shown above, CONSULTANT shall provide coverage for the higher insurance limits otherwise maintained by the CONSULTANT.
5. Non-Liability of Officials and Employees of the DISTRICT. No official or employee of DISTRICT shall be personally liable to CONSULTANT in the event of any default or breach by DISTRICT, or for any amount which may become due to CONSULTANT.
Non-Discrimination. CONSULTANT covenants there shall be no discrimination against any person or group due to race, color, creed, religion, sex, marital status, age, handicap, national origin, or ancestry, in any activity pursuant to this Agreement.
7. Independent Contractor. It is agreed to that CONSULTANT shall act and be an independent contractor and not an agent or employee of the DISTRICT, and shall obtain no rights to any benefits which accrue to DISTRICT'S employees.
8. Compliance with Law. CONSULTANT shall comply with all applicable laws, ordinances, codes, and regulations of the federal, state, and local government.
CONSULTANT shall comply with, and shall be responsible for causing all contractors and subcontractors performing any of the work pursuant to this Agreement to comply with, all applicable federal and state labor standards, including, to the extent applicable, the prevailing wage requirements promulgated by the Director of Industrial Relations of the State of California Department of Labor. The District makes no 3 warranty or representation concerning whether any of the work performed pursuant to this Agreement constitutes public works subject to the prevailing wage requirements.
Notices. All notices shall be personally delivered or mailed to the below listed address, or to such other addresses as may be designated by written notice. These addresses shall be used for delivery of service of process. (Address of CONSULTANT)
HF&H CONSULTANTS, LLC
19200 Von Karman Avenue, Suite 360
Irvine, CA 92612
Attention: Laith Ezzet, Senior Vice President
(Address of DISTRICT) (with a copy to):
City of Garden Grove Garden Grove City Attorney
11222 Acacia Parkway 11222 Acacia Parkway
Garden Grove, CA 92840 Garden Grove, CA 92840
10. CONSULTANT'S PROPOSAL. This Agreement shall include CONSULTANT'S proposal or bid which shall be incorporated herein by reference. In the event of any inconsistency between the terms of the proposal and this Agreement, this Agreement shall govern.
11. Licenses, Permits, and Fees. At its sole expense, CONSULTANT shall obtain a Garden Grove Business License, all permits, and licenses as may be required by this Agreement.
12. Familiarity with Work. By executing this Agreement, CONSULTANT warrants that:
(1) it has investigated the work to be performed; (2) it has investigated the site of the work and is aware of all conditions there; and (3) it understands the facilities, difficulties, and restrictions of the work under this Agreement. Should CONSULTANT discover any latent or unknown conditions materially differing from those inherent in the work or as represented by DISTRICT, it shall immediately inform DISTRICT of this and shall not proceed, except at CONSULTANT's risk, until written instructions are received from DISTRICT.
13. Time of Essence. Time is of the essence in the performance of this Agreement.
14. Limitations Upon Subcontracting and Assignment. The experience, knowledge, capability, and reputation of CONSULTANT, its principals and employees were a substantial inducement for DISTRICT to enter into this Agreement. CONSULTANT shall not contract with any other entity to perform the services required without written approval of the DISTRICT. This Agreement may not be assigned voluntarily or by operation of law, without the prior written approval of DISTRICT. If CONSULTANT is permitted to subcontract any part of this Agreement, CONSULTANT shall be responsible to DISTRICT for the acts and omissions of its subcontractor as it is for persons directly employed. Nothing contained in this Agreement shall create any 4 contractual relationship between any subcontractor and DISTRICT. All persons engaged in the work will be considered employees of CONSULTANT. DISTRICT will deal directly with and will make all payments to CONSULTANT.
15. Authority to Execute. The persons executing this Agreement on behalf of the parties warrant that they are duly authorized to execute this Agreement and thạt by executing this Agreement, the parties are formally bound.
16. Indemnification. To the fullest extent permitted by law, CONSULTANT shall defend, and hold harmless DISTRICT and its elective or appointive boards, officers, agents, and employees from any and all claims, liabilities, expenses, or damages of any nature, including attorneys' fees, for injury or death of any person, or damages of any nature, including interference with use of property, arising out of, or in any way connected with the negligence, recklessness and/or intentional wrongful conduct of CONSULTANT, CONSULTANT'S agents, officers, employees, subcontractors, or independent contractors hired by CONSULTANT in the performance of the Agreement. The only exception to CONSULTANT's responsibility to protect, defend, and hold harmless DISTRICT, is due to the sole negligence, recklessness and/or wrongful conduct of DISTRICT, or any of its elective or appointive boards, officers, agents, or employees.
This hold harmless agreement shall apply to all liability regardless of whether any insurance policies are applicable. The policy limits do not act as a limitation upon the amount of indemnification to be provided by CONSULTANT.
17. Appropriations. This Agreement is subject to and contingent upon funds being appropriated therefor by the Garden Grove Sanitary Board for each fiscal year covered by the term of this Agreement. If such appropriations are not made, this Agreement shall automatically terminate without penalty to the DISTRICT. (Agreement Signature Block on Next Page)
IN WITNESS THEREOF, the parties have executed this Agreement on the day and year shown below.
GARDEN GROVE SANITARY DISTRICT
Dato: 3/24/21 By:
Scott C. Stiles
General Manager
ATTEST:
By: Dresa Comeray
Teresa Pomeroy
Secretary
HF&H CONSULTANTS, LLC
Date: 3/24/21 Lauh
By:_
sr. Vice president
By:_
APPROVED AS TO FORM: If CONSULTANT is a corporation, a
Corporate Resolution and/or Corporate
Seal is • required. If a Partnership,
Statement of Partnership must be
mar Sandova submitted to DISTRICT.
General Counsel
ittachment A
CITY OF GARDEN GROVE HEH
Prepared by F& IT Consultants, ELC
SCOPE OF WORK AND FEE ESTIMATE FOR
SOLID WASTE SB 1383 CONTRACTING ASSISTANCE
Contract Negotiations with Republic
Task 1. Prepare for and Conduct Kickoff Meeting with City Staff to Finalize Negotiation Strategy
HF&H staff will prepare for and facilitate a kick-off meeting with City staff to confirm the contracting objectives, project schedule, and confirm the approach to the contract negotiations. The result of the meeting will be a document confirming the contracting strategy and project schedule.
If requested, HF&H will also prepare for and attend one meeting to provide a briefing to the City Management or other City Officials based on direction from City staff given at the kick-off meeting.
Task 2: Develop Meeting Documents and Conduct Meetings with Hauler and City
HF&H staff will prepare for and facilitate a kick-off meeting with City staff and Republic Services to review a negotiation document that will summarize the City's contracting objectives. The result of the meeting will be annotated meeting notes documenting items that are verbally resolved and next steps.
Task 3: Negotiations to Confirm Services, Terms and Conditions Republic and the City can then negotiate rates that are consistent with the City's desired terms and conditions. The result of the initial meeting with the hauler will likely be a series of points that they wish to address and proposed rates that may or may not be satisfactory. HF&H will then assist in negotiating reasonable rates. We will also work with City staff to guide the City through its determination of which Republic concerns are minor and which are valuable enough not to negotiate without a substantial offsetting gain for the City.
HF&H will assist the City by scheduling the necessary negotiation meetings and conference calls with all relevant parties from the City and Republic, creating meeting documents, and drafting meeting notes based on the discussions.
Task 4: Review and Analyze Proposed Rate Impacts
We will request Republic to provide supporting cost and operating assumptions related to any of the requested services or contract requirements that Republic believes may increase their February 23, 2021 1 HF&H Consultants, LLC
Ittachment A
City of Garden Grove Scope of Work and Fee Estimate
SB 1383 Contracting Assistance
costs. We will review this information for overall reasonableness based on our industry knowledge, and review Republic's supporting information to confirm the reasonableness of any requested adjustments to the current rates.
Task 5: Develop Updated Agreement
Based on the discussions and direction provided by City staff described above, we will prepare either an updated draft franchise agreement or contract amendment for the desired services and contract terms. City staff, including the City Attorney, will subsequently review the draft document, and the City will be responsible for consolidating comments from the City's various reviewers into a single "redline" of the draft work product, which we will then use to prepare an updated draft work product. We will update the draft agreement to reflect the revisions provided by City staff and the City Attorney, and incorporate the negotiated terms with Republic. After the negotiations are complete, City staff will be responsible for finalizing the format of the agreement consistent with City standards and obtaining signatures, bonds, and endorsements.
Task 6: Prepare for and Attend One City Council Meeting We have budgeted to attend one meeting of the City Council when the Council considers the new agreement for award.
February 23, 2021 2 HF&H Consultants, LLC
Attachment A
City of Garden Grove Scope of Work and Fee Estimate
SB 1383 Contracting Assistance
Cost Proposal
To align with the breakdown prepared in the original proposal, the updated cost for the SB 1383 Contract Negotiations is $75,000 per City if all five cities participate. Please see the attached workplan for the detailed breakdown.
The project costs for the negotiations (Tasks 1 through 6) have been reduced by $15,000 assuming that all five Republic cities that participated in the previous study phase continue to participate in this phase as shown in the table below:
Number of Gitles
Proled Costpel Cita $90,000 $86,250 $82,500 $78,750 $75,000 Our actual costs may be higher or lower than this amount, depending on the level of support requested, and we will notify you in writing if a budget amendment is required. We will bill you once per month based on the number of hours worked, multiplied by our hourly billing rates, plus out-of-pocket expenses incurred. Payment is due within 30 days. Hourly rates through December 31st, 2021 are as follows and will be adjusted each January 1st by 2.5%:
Position Rate
Senior Vice President $299
Senior Manager $275
Senior Associate/Project Manager $179 to $249
Associate Analyst $160 to $175
Assistant Analyst $139 to $159
Administrative Staff $99 to $109
Expenses will be billed as follows:
Mileage $0.50 per mile (or as adjusted by IRS allowance) Outside document reproduction/couriers/postage Actual
Public conveyances and parking Actual
All other out-of-pocket expenses Actual
Schedule
We will commence the project in March 2021. We understand the City's goal is to implement an updated agreement, pending City Council approval, by January 1, 2022 to align with the current SB 1383 timeline. Achieving this goal is dependent on reaching timely agreement on the terms of an updated agreement with Republic Services and approval of the amended agreement by the City Council.
Staffing
Laith Ezzet, Senior Vice President, will be the Project Director and he will be assisted by other HF&H staff with the appropriate skills for the assigned tasks.
February 23, 2021 3 HF&H Consultants, LLC
Attachment A CITY OF GARDEN GROVE
HF&H Workplan for SB 1383 Contracting Assistance
Project
Sr. Vice Sr. Project Manager/ Assistant Total Hours/
TASK DESCRIPTION Fees *)
President Manager Senior Analyst
Associate
Contract Negotiations with Republic
1 Prepare for and Conduct Kickoff Meeting with City Staff 6 10 16 14 8 28
Develop Meeting Documents and Conduct Mtg. with Hauler and City Negotiations to Confirm Services, Terms, and Conditions 72 72 6 150 3 20 30 10 60
Review and Analyze Proposed Rate Impacts
14 8 30 52
Develop Updated Agreement
6 Prepare for and Attend One City Council Meeting 4 10
122 8 162 24 316
Contract Negotiations Hours
Contract Negotiations Consulting Fees $ 36,478 $ 2,200 $ 32,238 $ 3,816 $ 74,732 Contract Negotiations Expenses $ 268
Total Contract Negotiations 75,000
122 162 24 316
Total Hours
$ 159
Houriv Rates
5 308 1 2275 % 32,138 $ 3,816 $ 74,732
Total Consulting Fees
$ 268
Total Expenses
Total Fees and Expenses 75,000
(1) Hours may be shifted among tasks.
'HE&H Consultants, LLC
2/23/2021
DATE (MM/DD/YYYY)
ACORD CERTIFICATE OF LIABILITY INSURANCE 08/31/2021
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 INSURERS), AUTHORIZED REPRESENTATIVE OR PRODUCER, AND THE CERTIFICATE HOLDER.
IMPORTANT: If the certificate holder is an ADDITIONAL INSURED, the policy(ies) must be endorsed. If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy, certain policles may require an endorsement. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsements).
Jessica Thai
Newfront Insurance Services, LLC PHONE FAC, No:
(A/C No, Exl): (415) 754-3635
55 2nd Street ADDREss: [email protected]
Floor 18 INSURERS) AFFORDING COVERAGE NAIC #
San Francisco CA 94105 Citizens Ins Co of America 31534 INSURER A :
INSURED INSURER B: Hartford Casualty Ins Co 29424
HF&H Consultants, LLC INSURER C: Gemini Insurance Company 10833 INSURER D: Hudson Excess Insurance Co 14484
201 N Civic Dr Ste 230
INSURER E:
Walnut Creek CA 94596
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.
POLICY NUMBER (MM/DD/YYYY)(MM/DD/YYYY
EACH OCCURRENCE 2,000,000
DAMAGE TO RENTED 1,000,000
CLAIMS-MADE X OCCUR PREMISES (Ea occurrence)
MED EXP (Any one person) 10,000
A x OBF-D681476-04 09/06/2021 09/06/2022 PERSONAL & ADV INJURY 2,000,000 GENERAL AGGREGATE $ 4,000,000
GEN'L AGGREGATE LIMIT APPLIES PER:
PRODUCTS - COMP/OP AGG 3,000,000
X POLICY LOC $
OTHER:
AUTOMOBILE LIABILITY $ 1,000,000
ANY AUTO BODILY INJURY (Per person)
ALL OWNED SCHEDULED OBF-D681476-04 09/06/2021 | 09/06/2022 BODILY INJURY (Per accident) s
A AUTOS AUTOS
X HIRED AUTOS NON-OWNED Per ARE DAMAGE $
| AUTOS
X UMBRELLA LIAB EACH OCCURRENCE 3,000,000
OCCUR
A EXCESS LIAB CLAIMS-MADE OBF-D681476-04 09/06/2021 09/06/2022 AGGREGATE 3,000,000 DED | RETENTIONS $
WORKERS COMPENSATION X STATUTE T
AND EMPLOYERS LIABILITY YIN
NYPROPRIETOR/PARTNER/EXECUTIV E.L. EACH ACCIDENT $ 1,000,000 FFICER/MEMBEREXCLUDED N/ A 57WECZR5765 09/06/2021 09/06/2022 (Mandatory in NH) E.L. DISEASE - EA EMPLOYEE S 1,000,000 DESCRIPTION OF OPERATIONS below describe under E.L. DISEASE - POLICY LIMIT S 1,000,000 Errors and Omissions Each claim: $2,000,000
C Claims-made VNPL008121 09/06/2021 09/06/2022 Gedurable: 310,0: S2,000,000 CAN V
CERTIFICATE HOLDER CANCELLATION
SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE City of Huntington Beach THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS.
ATTN: DEBRA JUBINSKY
AUTHORIZED REPRESENTATIVE
2000 Main Street
Huntington Beach CA 92648
© 1988-2014 ACORD CORPORATION. All rights reserved.
ACORD 25(2014/01) The ACORD name and logo are registered marks of ACORD POLICY NUMBER: OBF-D681476-04
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 Additional Insured - Broad Form Vendors Included 2
2. Alienated Premises Included
3. Broad Form Property Damage - Borrowed Equipment, Customer Included 3 oods and Use of Elevator
5. Incidental Malpractice (Employed Nurses, EMT's and Paramedics) Included 3
6. Personal and Advertising Injury - Broad Form Included 4
7. Product Recall Expense Included 4
Product Recall Expense Each Occurrence Limit $25,000 5
Occurrence
Product Recall Expense Aggregate Limit $50,000
Aggregate 5
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. 2) Premises you own, rent, lease or
The following changes are made to SECTION I -
LIABILITY: occupy; or
1. Additional Insured by Contract, Agreement or (3) Your maintenance, operation or use of Permit equipment leased to you.
The following is added to SECTION I|- 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
a. Any person or organization with whom you (2) Will not be broader than the insurance agreed written contract, written which you are required by the contract, agreement or permit to add such person or agreement or permit to provide for such organization as an additional insured additional insured. your policy is an additional insured only with (3) Applies on a primary basis if that is respect to liability for injury" required by the written contract, written "property damage or "personal agreement or permit.
advertising injury 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) Droseny damage or boss and (1) "Your work" for the additional insured(s) advertising injury"is otherwise excluded designated in the contract, agreement or
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 additional insured for a covered claim is the
(1) Unless the written contract or written lesser of the amount of insurance:
are priors execute one mira. "property damage, the issued prior injury", 1. Required by the contract, agreement or or "personal injury permit described in Paragraph a.; or and advertising injury".
2. Available under the applicable Limits of
(2) To any person or organization included Insurance shown in the Declarations. as an insured by another endorsement This endorsement 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 "property 2. Additional Insured - Broad Form Vendors damage", "personal "personal and advertising
The following added to SECTION I-
arises out of sole negligence
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 "occurrence,, been written agreement to include as an
takes place or the additional insured under this Coverage Part is committed after the lease is an insured, but only with respect to liability for the land expires; or for "bodily injury" or "property damage (b) Managers or lessors of premises if: arising out of "your products" which are distributed or sold in the regular course of
(i) The "occurrence" takes place or
the offense is after the vendor's business.
committed
you cease to be a tenant in that b. The insurance afforded to such vendor premises; or described above:
(ii) The "bodily injury" "property (1) Only applies to the extent permitted by damage" injury law;
dvertisina iniurv" arises out i
(2) Will not be broader than the insurance
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
(5) To "bodily injury", "property damage" or
and advertising injury" arising Does not apply if the "bodily injury" out of the rendering of or the failure to "property damage" or "personal and 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 against any insured allege negligence ol
other wrongdoing in the supervision c. With respect to insurance afforded to such vendors, the following additional exclusions
apply:
The insurance afforded to the vendor does
not apply to:
(1) "Bodily injury" or "property damage" for
which the vendor is obligated to pay
rendering of or failure to render any damages by reasons of the assumption of professional services by or for you.
liability in a contract or agreement. This
exclusion does not apply to liability fo
lamages that the insured would have i
or
resence of the
(2) Anu, express warranty unauthorized by
391-1006 08 16 Includes copyrighted materials of Insurance Services Offices, Inc., with its permission. Page 2 of 6 (3) Any physical or chemical change in the The most we will pay on behalf of the vendoi intentionally covered claim is the lesser of the
amount of insurance:
(4) Repackaging unless unpacked spect on, 1. Required by the contract or agreement described in Paragraph a.; or
demonstration,
2. Available under the applicable Limits o
of parts under instruction Insurance shown in the Declarations manufacturer,
repackaged in the original container; This endorsement shall not increase applicable Limits of Insurance shown in the
(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 SECTION I| - LIABILITY, B. Exclusions, connection with the sale To Business Liability Coverage k.
Damage to Property, paragraph (2) is replaced by
(6) Demonstration, installation, servicing or the following:
(2) Premises you sell, give away or abandon, if
performed at the vendor's the "property damage" arises out of any part premises 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.
Broad Form Property Damage -
Equipment, Customers Goods, Use of Elevators
substance by or for the vendor;
following is added to SECTION II -
arising in one sole negligence ore LIABILITY, B. Exclusions, 1. Applicable To Business Liability Coverage, k. Damage to
vendor for its own acts or omissions or
those of its employees or anyone else Paragraph (4) does not apply to "property However, this damage" to borrowed equipment while at a
exclusion does not apply to: and not being used to perform (a) The exceptions contained within the
exclusion in subparagraphs (4) or (6)
Paragraph (3), (4)
(b) Such inspections, adjustments, tests while on your premises nor to the use of undertakes to For the purposes of this endorsement,
following definition is added to SECTION II -
with the distribution or sale of the LIABILITY, F. Liability and Medical Expenses (9) "Bodily injury" or "property damage"
arising out of an "occurrence" that took 1 Perpse dono your promis to me before you
contract or agreement with the vendor. a. Worked on; or (10) To any person or organization included b. Used in your manufacturing process. as an insured by another endorsement
issued by us and made part of this c. Theiss overe at oder valid his covision le Coverage Part. deductible
(11) Any insured person or organization, exes, contingent or or any one bodiasy. from whom you have acquired such
any ingredient, part
container, entery ingrediencompanying 5. and Param odigractice - Employed Nurses, EMT'S or containing such products.
d. With respect to the insurance afforded to SECTION I - LIABILITY, C. Who Is An Insurec these vendors, the following is added to aragraph 2.a.(1)(d) does not apply to a nurse SECTION II - LIABILITY, D. Liability anc
Viedical 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
employed by you if you are not engaged in the pRey are Produce Motor mained business or occupation of providing medical, o. Recall of Products, Work or Impaired paramedical, surgical, dental, X-ray or nursing Property services.
Damages claimed for any loss, cost or
6. Personal Injury - Broad Form expense incurred by you or others for the loss of use, withdrawal, recall,
a. Sectional Exclusions Applicate one 20 repair, replacement, inspection,
"Personal and Advertising Injury", paragraph adiustment, 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
and advertising injury" ", paragraph b. is (3) "Impaired property"; replaced by the following: If such product, work or property is b. Malicious prosecution or abuse of withdrawn or recalled from the market or process. from use by any person or organization
because of a known or suspected defect,
The following is added to SECTION I - inadequacy dangerous LIABILITY, F. Liability and Medical Expenses
Definitions, Definition 14. "Personal
advertising injury": that vou 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 feelings or reputation of a natural person, does not apply to "product recall but only if such "discrimination" is: expenses" resulting from:
(1) Not done 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 (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, Redistribution or replacement of (7)
prospective employment or termination "your which has been of any person or persons by an insured. recalle Product" by like products or
d. For purposes of this endorsement, the substitutes;
following definition is added to SECTION II - (8) Caprice or whim of the insured; LIABILITY, F. Liability and Medical Expenses (9) A condition likely to cause loss of Definitions:
which any insured knew or had
1. "Discrimination" means the unlawful reason to know at the inception of this insurance;
color, ethnic origin, gender, religion, age
"Discrimination (10) Asbestos, including loss, damage or does not in prude the untantu treatment clean up resulting from asbestos or of individuals based upon developmental, asbestos containing materials; or physical, cognitive, mental, sensory or (11) Recall of "your products" that have emotional any no known or suspected defect solely
because a known or suspected
e. This coverage does not apply if liability defect in another of "your products" "personal has been found.
is excluded either by the provisions of b. The following is added to SECTION I! the Coverage Form or any endorsement LIABILITY, C. Who Is An Insured, paragraph thereto. 3.b.:
7. Product Recall Expense 'Product recall expense" arising out of an! withdrawal or recall that occurred before yo
a. 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 a. The Limits of Insurance shown in the annua Separately consecutive
SUMMARY OF COVERAGES of this
remaining period of less than 12 months,
endorsement and the rules stated below starting with the beginning of the policy fix the most that we will pay under this period shown in the Declarations, unless the Product Recall Expense Coverage policy period is extended after issuance for regardless of the number of: an additional period of less than 12 months. (1) Insureds; In that case, the additional period will be deemed part of the last preceding period for
(2) "Covered Recalls" initiated; or the purposes of determining the Limits of (3) Number of "your products"
withdrawn.
The following is added to SECTION II -
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 Occurrence, Offense, Claim or Suit:
expenses" incurred for all "covered
recalls" initiated during the policy period. You must see to it that the following are done in the event of an actual or anticipated
C. The Product Recall Each Occurrence "covered recall" that may result in "product Limit is the most we will pay ir recall expense":
connection with any one defect or
(1) Give us prompt notice of any discovery
deficiency. or notification that "your product" must
d. All "product recall expenses" be withdrawn or recalled. Include a connection with substantially the same description of "your product" and the general harmful condition reason for the withdrawal or recall; deemed to arise out of the same defect
deficiency considered one (2) Cease any further release, shipment, "occurrence" consignment or any other method
distribution of like or similar products
e. Any amount reimbursed for "product until it has been determined that all recall expenses" in connection with any 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. F. Liability and Medical f. If the Product Recall Expense Aggregate Expenses Definitions:
Limit has been reduced by
"product recall 1. "Covered recall" means a recall made reimbursement of
expenses" to an amount that is less than necessary because you or a government Product Recall Expense Each body has determined that a known or suspected defect, deficiency,
Osure for metaste men on i d inadequacy, or dangerous condition in your product" has resulted or will resu
recall expenses" in connection with any n "bodily injury" or "property damage other defect or deficiency. 2. "Product recall expenses)" means:
g. Product Recall Deductible a. orcessary and reasonable expenses We will only pay for the amount o
"product recall expenses" which are ir
excess of the $500 Product Recall
Deductible. The Product Recall
eductible applies separately to eac
overed recall" The limits of insuranc postage:y
will not be reduced by the amount of this
deductible.
We may, or will if required by law, pay all
or any part of any deductible amount, if
applicable. Upon notice of our payment
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 operations from any purchaser, distributor or nazard" is excluded from coverage under user the place or places this Coverage Part including any designated by you; endorsement thereto; or
(3) Remuneration paid to your (2) To "product recall expense" arising out of regular "employees" for any of "your products" that are otherwise necessary overtime; excluded coverage under
Coverage Part including endorsements
(4) Hiring additional persons, other thereto.
than your regular "employees",
(5) Expenses incurred by "employees" 8. Unintentional Failure to Disclose Hazards including transportation and The following added SECTION I LIABILITY, E. Liability and Medical Expenses
accommodations;
General Conditions:
(6) Expenses to rent additional
warehouse or storage space; Representations
(7) Disposal of "your product, coverage under this
only to the extent that specific Coverage Part if you fail to disclose all hazards methods of destruction other than existing as of the inception date of the policy provided such failure is not intentional.
Unintentional Failure to Notify
required to avoid "bodily injury"
"property damage" as a result The following SECTION Il
LIABILITY, and Medical Expenses
of such disposal, General Conditions,
/ou incur exclusively for the purpose Occurrence, Offense, Claim or Suit:
of recalling "vour product": and
Your rights afforded under this Coverage Part
o. Your lost profit resulting trom such shall not be prejudiced if you fail to give us "covered recall" notice of an "occurrence", offense, claim or "suit" f. This Product Recall Expense Coverage does due to your reasonable and documented not apply: belief that the "bodily injury", "property damage" "personal advertising injury"
covered under this Policy.
ALL OTHER TERMS, CONDITIONS, AND EXCLUSIONS REMAIN UNCHANGED. 391-1006 08 16 Includes copyrighted materials of Insurance Services Offices, Inc., with its permission. Page 6 of 6