CITY OF PLACENTIA PROFESSIONAL
SERVICES AGREEMENT WITH
TOWNSEND PUBLIC AFFAIRS, INC
THIS AGREEMENT is made and entered into this 2nd day of May , 2 0 2 3 ("Effective Date"), by and between the CITY OF PLACENTIA, a municipal corporation ("City"), and TOWNSEND PUBLIC AFFAIRS, INC., a California Corporation ("Consultant").
WITNESSETH:
A. WHEREAS, City proposes to utilize the services of Consultant as an independent contractor to provide Legislative Advocacy and Grant Funding Services, as more fully described herein; and
B. WHEREAS, 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; and C. WHEREAS, City and Consultant desire to contract for the specific services described in Exhibit "A" (the "Project") and desire to set forth their rights, duties and liabilities in connection with the services to be performed; and
D. WHEREAS, no official or employee of City has a financial interest, within the provisions of Sections 1090-1092 of the California Government Code, in the subject matter of this Agreement.
NOW, THEREFORE, for and in consideration of the mutual covenants and conditions contained herein, the parties hereby agree as follows:
1.0. SERVICES PROVIDED BY CONSULTANT
1.1. Scope of Services. Consultant shall provide the professional services described in the Consultant's Proposal, 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 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. Consultant shall keep itself informed of State and Federal laws and regulations which in any manner affect those employed by it or in any way affect the performance of its service pursuant to this Agreement. The Consultant shall at all times observe and comply with all such laws and regulations. Officers and employees shall not be liable at law or in equity occasioned by failure of the Consultant to comply with this section.
1.3. Performance to Satisfaction of City. Consultant agrees to perform all the work to the complete satisfaction of the City and within the hereinafter specified. Evaluations of the work will be done by the City Administrator or his or her designee. If the quality of work is not satisfactory, City in its discretion has the right to:
(a) Meet with Consultant to review the quality of the work and resolve the matters of concern;
(b) Require Consultant to repeat the work at no additional fee until it is satisfactory; and/or
(c) Terminate the Agreement as hereinafter set forth.
1.4. Warranty. Consultant warrants that it shall perform the services required by this Agreement in compliance with all applicable 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. Such actions shall include, but not be limited to the following: employment, upgrading, demotion or transfer, recruitment or recruitment advertising, layoff or termination, rates of pay or other forms of compensation and selection for training, including apprenticeship.
Consultant agrees to post in conspicuous places, available to employees and applicants for employment, a notice setting forth provisions of this non-discrimination clause.
Consultant shall, in all solicitations and advertisements for employees placed by, or on behalf of Consultant shall state that all qualified applicants will receive consideration for employment without regard to age, race, color, religion, sex, marital status, national origin, or mental or physical disability. Consultant shall cause the paragraphs contained in this Section to be inserted in all subcontracts for any work covered by the Agreement, provided that the foregoing provisions shall not apply to subcontracts for standard commercial supplies or raw materials.
1.6. Non -Exclusive Agreement. Consultant acknowledges that City may enter into agreements with other consultants for services similar to the services that are subject to this Agreement or may have its own employees perform services similar to those services contemplated by this Agreement.
1.7. Delegation and Assignment. This is a personal service contract, and the duties set forth herein shall not be delegated or assigned to any person or entity without the prior written consent of City. Consultant may engage a subcontractor(s) as permitted by law and may employ other personnel to perform services contemplated by this Agreement at Consultant's sole cost and expense.
1.8. Confidentiality. Employees of Consultant in the course of their duties may have access to financial, accounting, statistical, and personnel data of private individuals and employees of City. Consultant covenants that all data, documents, discussion, or other information developed or received by Consultant or provided for performance of this Agreement. 2 Townsend Public Affairs, Inc.
are deemed confidential and shall not be disclosed by Consultant without written authorization by City. City shall grant such authorization if disclosure is required by law. All City data shall be returned to City upon the termination of this Agreement. Consultant's covenant under this Section shall survive the termination of this Agreement.
2.0. COMPENSATION AND BILLING
2.1. Compensation. Consultant shall be paid in accordance with Exhibit "A." Consultant's total compensation shall not exceed Sixty -Six Thousand Dollars ($66,000), payable in monthly payments of $5,500 for Fiscal Year 2023-24, Seventy -Two Thousand Dollars ($72,000) payable in monthly payments of $6,000 for Fiscal Year 2024-25, and Seventy -Eight Thousand Dollars ($78,000) payable in monthly payments of $6,500 for Fiscal Year 2025-26.
2.2. Additional Services. Consultant shall not receive compensation for any services provided outside the scope of services specified in the Consultant's Proposal or which is inconsistent with or in violation of the provisions of this Agreement 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.
Should the City request in writing additional services that increase the herein above described "SCOPE OF SERVICES", an additional fee based upon the Consultant's standard hourly rates shall be paid to the Consultant for such additional services. Such increase in additional fees shall be limited to 25% of the total contract sum or $25,000 whichever is more. The City Administrator is authorized to approve a Change Order for such additional services.
2.3. Method of Billing. Consultant may submit invoices to the City for approval on a monthly basis. 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.
2.4. Records and Audits. Records of Consultant's services relating to this Agreement shall be maintained in accordance with generally recognized accounting principles and shall be made available to City or its Project Manager for inspection and/or audit at mutually convenient times for a period of three (3) years from the Effective Date.
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. Said services shall be performed in strict compliance with the Project Schedule approved by City as set forth in Exhibit "A." The timeframe may be amended by mutual agreement of the parties. 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 3 Townsend Public Affairs, Inc.
control of a party. If a delay beyond the control of the Consultant is encountered, a time extension may be mutually agreed upon in writing by the City and the Consultant. The Consultant shall present documentation satisfactory to the City to substantiate any request for a time extension.
4.0. TERM AND TERMINATION
4.1. Term. This Agreement shall commence on the Effective Date and continue for a period of 36 months, ending on May 1, 2026, unless previously terminated as provided herein or as otherwise agreed to in writing by the parties. The Agreement may also be extended for one additional two-year term based on the City's discretion and Consultant's performance.
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. If the City suspends, terminates or abandons a portion of this Agreement such suspension, termination or abandonment shall not make void or invalidate the remainder of this Agreement.
If the Consultant defaults in the performance of any of the terms or conditions of this Agreement, it shall have ten (10) days after service upon it of written notice of such default in which to cure the default by rendering a satisfactory performance. In the event that the Consultant fails to cure its default within such period of time, the City shall have the right, notwithstanding any other provision of this Agreement, to terminate this Agreement without further notice and without prejudice to any other remedy to which it may be entitled at law, in equity or under this Agreement.
The City shall have the right, notwithstanding any other provisions of this Agreement, to terminate this Agreement, at its option and without prejudice to any other remedy to which it may be entitled at law, in equity or under this Agreement, immediately upon service of written notice of termination on the Consultant, if the latter should:
a. Be adjudged a bankrupt;
b. Become insolvent or have a receiver of its assets or property appointed because of insolvency;
c. Make a general assignment for the benefit of creditors; d. Default in the performance of any obligation or payment of any indebtedness under this Agreement;
e. Suffer any judgment against it to remain unsatisfied or unbonded of record for thirty (30) days or longer; or
f. Institute or suffer to be instituted any procedures for reorganization or rearrangement of its affairs.
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 within thirty-five (35) days after service of the notice of termination. Compensation for work in progress shall be prorated based on the percentage of work completed as of the effective date of termination in accordance with the fees set forth herein. In ascertaining the professional services actually rendered hereunder up to the 4 Townsend Public Affairs, Inc.
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. City shall not be liable for any claim of lost profits.
4.4. Documents. In the event of termination of this Agreement, all documents prepared by Consultant in its performance of this Agreement including, but not limited to, finished or unfinished design, development and construction documents, data studies, drawings, maps and reports, shall be delivered to the City within ten (10) days of delivery of termination notice to Consultant, at no cost to City. Any use of uncompleted documents without specific written authorization from Consultant shall be at City's sole risk and without liability or legal expense to Consultant.
5.0. INSURANCE
5.1. Minimum Scope and Limits of Insurance. Consultant shall obtain, maintain, and keep in full force and effect during the life of this Agreement all of the following minimum scope of insurance coverages with an insurance company admitted to do business in California, rated "A," Class X, or better in the most recent Best's Key Insurance Rating Guide, and approved by City:
(a) Broad -form commercial general liability, in a form at least as broad as ISO from #CG 00 01 11 88, including premises -operations, products/completed operations, broad form property damage, blanket contractual liability, independent contractors, personal injury or bodily injury with a policy limit of not less than One Million Dollars ($1,000,000.00), combined single limits, per occurrence. If such insurance contains a general aggregate limit, it shall apply separately to this Agreement or shall be twice the required occurrence limit.
(b) Business automobile liability for owned vehicles, hired, and non -owned vehicles, with a policy limit of not less than One Million Dollars ($1,000,000.00), combined single limits, per occurrence for bodily injury and property damage.
(c) Workers' compensation insurance as required by the State of California and Employers Liability Insurance with a minimum limit of $1,000,000 per accident. Consultant agrees to waive, and to obtain endorsements from its workers' compensation insurer waiving subrogation rights under its workers' compensation insurance policy against the City, its officers, agents, employees, and volunteers for losses arising from work performed by Consultant for the City and to require each of its subcontractors, if any, to do likewise under their workers' compensation insurance policies.
Before execution of this Agreement by the City, the Consultant shall file with the Public Works Director/City Engineer the following signed certification:
I am aware of, and will comply with, Section 3700 of the Labor Code, requiring every employer to be insured against liability of Workers' Compensation or to undertake self-insurance before commencing any of the work.
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The Consultant shall also comply with Section 3800 of the Labor Code by securing, paying for and maintaining in full force and effect for the duration of this Agreement, complete Workers' Compensation Insurance, and shall furnish a Certificate of Insurance to the Public Works Director/City Engineer before execution of this Agreement by the City. The City, its officers and employees shall not be responsible for any claims in law or equity occasioned by failure of the consultant to comply with this section. (d) Professional errors and omissions ("E&O") liability insurance with policy limits of not less than One Million Dollars ($1,000,000.00), combined single limits, per occurrence and aggregate. Architects' and engineers' coverage shall be endorsed to include contractual liability. If the policy is written as a "claims made" policy, the retro date shall be prior to the start of the contract work. Consultant shall obtain and maintain, said E&O liability insurance during the life of this Agreement and for three years after completion of the work hereunder.
Neither the CITY nor any of its e lected or appointed officials, officers, agents, employees, or volunteers makes any representation that the types of insurance and the limits specified to be carried by Consultant under this Agreement are adequate to protect Consultant. If Consultant believes that any such insurance coverage is insufficient, Consultant shall provide, at its own expense, such additional insurance as Consultant deems adequate.
5.2. Endorsements. The commercial general liability insurance policy and business automobile liability policy shall contain or be endorsed to contain the following provisions:
(a) Additional insureds: "The City of Placentia and its elected and appointed boards, officers, officials, agents, employees, and volunteers are addition- al insureds with respect to: liability arising out of activities performed by or on behalf of the Consultant pursuant to its contract with the City; products and completed operations of the Consultant; premises owned, occupied or used by the Consultant; automobiles owned, leased, hired, or borrowed by the Consultant."
(b) Notice: "Consultant shall provide immediate written notice if (1) any of the required insurance policies is terminated; (2) the limits of any of the required policies are reduced; (3) or the deductible or self-insured retention is increased. In the event of any cancellation or reduction in coverage or limits of any insurance, Consultant shall forthwith obtain and submit proof of substitute insurance. Should Consultant fail to immediately procure other insurance, as specified, to substitute for any canceled policy, the City may procure such insurance at Consultant's sole cost and expense." (c) Other insurance: "The Consultant's insurance coverage shall be primary insurance as respects the City of Placentia, its officers, officials, agents, employees, and volunteers. Any other insurance maintained by the City of Placentia shall be excess and not contributing with the insurance provided by this policy."
(d) Any failure to comply with the reporting provisions of the policies shall not affect coverage provided to the City of Placentia, its officers, officials, 6 Townsend Public Affairs, Inc.
agents, employees, and volunteers.
(e) The Consultant's insurance shall apply separately to each insured against whom claim is made or suit is brought, except with respect to the limits of the insurer's liability.
5.3. Deductible or Self Insured Retention. If any of such policies provide for a deductible or self-insured retention to provide such coverage, the amount of such deductible or self-insured retention shall be approved in advance by City. No policy of insurance issued as to which the City is an additional insured shall contain a provision which requires that no insured except the named insured can satisfy any such deductible or self-insured retention.
5.4. Certificates of Insurance. Consultant shall provide to City certificates of insurance showing the insurance coverages and required endorsements described above, in a form and content approved by City, prior to performing any services under this Agreement. The certificates of insurance shall be attached hereto as Exhibit "B" and incorporated herein by this reference.
5.5. Non -limiting. Nothing in this Section shall be construed as limiting in any way, the indemnification provision contained in this Agreement, or the extent to which Consultant may be held responsible for payments of damages to persons or property.
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 Administrator or his or her designee shall be the representative of City for purposes of this Agreement and may issue all consents, approvals, directives and agreements on behalf of the City, called for by this Agreement, except as otherwise expressly provided in this Agreement.
Consultant shall designate a representative for purposes of this Agreement who shall be authorized to issue all consents, approvals, directives and agreements on behalf of Consultant called for by this Agreement, except as otherwise expressly provided in this Agreement.
6.3. Proiect Managers. City shall designate a Project Manager to work directly with Consultant in the performance of this Agreement. It shall be the Consultant's responsibility to assure that the Project Manager is kept informed of the progress of the performance of the services and the Consultant shall refer any decision, which must be made by City, to the Project Manager.
Unless otherwise specified herein, any approval of City required hereunder shall mean the approval of the Project Manager.
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 and who shall not be changed by Consultant without the express written approval by the City. Consultant or its Project Manager shall attend and assist in all coordination meetings called by City. 7 Townsend Public Affairs, Inc.
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 if mailed, shall be addressed as set forth below and placed in a sealed envelope, postage prepaid, and deposited in the United States Postal Service. Such communication shall be deemed served or delivered: a) at the time of delivery if such communication is sent by personal delivery; b) at the time of transmission if such communication is sent by facsimile; and c) 72 hours after deposit in the U.S. Mail as reflected by the official U.S. postmark if such communication is sent through regular United States mail.
IF TO CONSULTANT: IF TO CITY:
Christopher Townsend, President
Townsend Public Affairs, Inc.
1401 Dove Street, Suite 330
Newport Beach, CA 92660
Tel: 949-399-9050
City of Placentia
401 E. Chapman
Placentia, CA 92870
Tel: 714-993-8264
Attn: Damien R. Arrula
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. Governing Law. This Agreement shall be governed by and construed under the laws of the State of California without giving effect to that body of laws pertaining to conflict of laws. In the event of any legal action to enforce or interpret this Agreement, the parties hereto agree that the sole and exclusive venue shall be a court of competent jurisdiction located in Orange County, California. Consultant agrees to submit to the personal jurisdiction of such court in the event of such action.
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.
6.8. Indemnification and Hold Harmless. Consultant agrees to defend, indemnify, hold free and harmless the City, its elected and appointed officials, officers, and employees, at Consultant's sole expense, from and against any and all claims, demands, actions, suits or other legal proceedings brought against the City, its elected and appointed officials, officers, agents and employees arising out of the performance of the Consultant, its employees, and/or authorized subcontractors, of the work undertaken pursuant to this Agreement. The defense obligation provided for hereunder shall apply without any advance showing of negligence or wrongdoing by the Consultant, its employees, and/or authorized subcontractors, but shall be required whenever any claim, action, complaint, or suit asserts as its basis the negligence, errors, omissions or misconduct of the 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 the work performed by the Consultant, its employees, and/or authorized subcontractors under 8 Townsend Public Affairs, Inc.
this Agreement, 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 defense or indemnification of the City for claims, actions, complaints or suits arising out of the sole active negligence or willful misconduct of the City. This provision shall supersede and replace all other indemnity provisions contained either in the City's specifications or Consultant's Proposal, which shall be of no force and effect.
6.9. Independent Contractor. Consultant is and shall be acting at all times as an independent contractor and not as an employee of City. Consultant shall have no power to incur 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, documents, information and data including, but not limited to, computer tapes or discs, files and tapes furnished or prepared by Consultant or any of its subcontractors in the course of performance of this Agreement, shall be and remain the sole property of City. Consultant agrees that any such documents or information shall not be made available to any individual or organization without the prior consent of City. Any use of such documents for other projects not contemplated by this Agreement, and any use of incomplete documents, shall be at the sole risk of City and without liability or legal 9 Townsend Public Affairs, Inc.
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. Consultant or Consultant's agents shall execute such documents as may be necessary from time to time to confirm City's ownership of the copyright in such documents.
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. Notwithstanding the above, in no event shall Consultant be required to file Form 700/Statement of Economic Interest with the City and/or the Fair Political Practices Commission as Consultant shall not be making any governmental decisions on behalf of City.
6.15. Responsibility for Errors. Consultant shall be responsible for its work and results 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, then 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.
6.16. Prohibited Employment. Consultant will not employ any regular employee of City while this Agreement is in effect.
6.17. Order of Precedence. In the event of an inconsistency in this Agreement and any of the attached Exhibits, the terms set forth in this Agreement shall prevail. If, and to the extent this Agreement incorporates by reference any provision of any document, such provision shall be deemed a part of this Agreement. Nevertheless, if there is any conflict among the terms and conditions of this Agreement and those of any such provision or provisions so incorporated by reference, this Agreement shall govern over the document referenced. 10 Townsend Public Affairs, Inc.
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. Severabilitv. 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.
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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 PLACENTIA,
A municipal corporation
City Administrator
ATTEST:
City Clerk and ex -officio Clerk
of the City of Placentia
CONSULTANT
Signature
Christopher Townsend, President
Name and Title
91-1929265
Social Security or Taxpayer ID Number
APPROVED AS TO FORM:
City Attorney
APPROVED AS TO INSURANCE:
Risk Management
Date:
Date: 04/21/2023
Date:
Date:
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APPROVED AS TO CONTENT:
Project Manager
Date:
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EXHIBIT A
CONSULTANT'S PROPOSAL
LEGISLATIVE SCOPE OF WORK
• Develop Legislative Platform and Strategy: TPA will continue to coordinate with the City to develop an official platform that represents the City's legislative priorities in Sacramento and Washington, DC. The blueprint will be shared with key stakeholders in the Legislature and Congress, as well as with relevant state and federal agencies. As the legislative sessions progress, and City needs evolve or change, the platform will be revised and implemented accordingly.
• Promote and Advocate on Behalf of the City's Legislative Platform: TPA will advocate for the City's position on legislative, regulatory, and programmatic matters of interest utilizing the following methods:
o Orientation sessions with key legislators that represent the City o Direct briefing sessions with legislators, staff, administration, and agency officials of interest and relevance to the City's agenda
o Preparation and submittal (written and verbal) of testimony on behalf of the City at legislative committee meetings and agency hearings
o Preparation and distribution of position letters, talking points, and briefing packets o Focused advocacy on budget and appropriations opportunities o Ongoing follow up sessions from previous meetings to ensure commitments and deliverables are being met
o Constant communication and feedback with the City
• Build, Strengthen, and Maintain Relationships: TPA has cultivated an extensive network of powerful relationships that will be leveraged on behalf of the City to advance the state and federal legislative and funding agendas of the City. TPA will work with the City to develop and maintain key relationships with the California Legislature and Members of Congress, including key decision makers that preside over municipal issues and staff from respective agencies, boards, and commissions. • Coordinate Sacramento and Washington, DC Advocacy Trips: In order to further develop relationships and elevate the City's presence in Sacramento and Washington, DC, TPA will work with the City to organize Sacramento and Washington, DC advocacy trips for representatives to meet with legislators, as well as legislators that serve on committees with purview over pertinent issues. To ensure these trips are successful, TPA will set up strategy calls, schedule meetings, prepare briefing materials, brief Members and staff in advance, attend meetings, and handle all follow up generated by the meetings. • Identify, Analyze, and Monitor Legislation: TPA will search and review all legislative bill introductions and amendments, as well as proposed and adopted agency regulations, to assess their potential effect 14 Townsend Public Affairs, Inc.
on the City, with particular focus given to legislative and regulatory issues previously identified as items of interest to the City. TPA will continually provide a legislative matrix of all such items that will include the summary and status of bills as well as the City's position and action to date. • Draft Legislation and Amendments: TPA will draft proposed legislation and amendments, as required to promote the City's agenda.
• Provide Progress Reports: TPA will confer regularly with the City on its agenda via a schedule and format mutually agreed to by the City and TPA. In addition, TPA will provide timely electronic reports on the status of legislation and related matters, such as bill language and committee analyses. Depending upon the preference of the City, TPA can provide regular written reports on a monthly or quarterly basis, as well as an annual report giving an overview of the work completed and a forecast of important issues in the upcoming legislative year. In addition to written reports, TPA will be available for in-person reports and will also participate in regular planning and coordination meetings with the City. • Prepare and File Lobbying Disclosure Reports: TPA will prepare and file, on behalf of the City, all applicable lobbying disclosure reports.
GRANT FUNDING SCOPE OF WORK
• Develop Grant Funding Strategy: Utilizing the information gathered during the onboarding process outlined above, TPA will coordinate with the City to develop a strategic funding strategy that serves the needs of the City's priority projects. The strategy developed by TPA will list the City projects, outline multiple funding options for each project, and develop a comprehensive work plan and timeline for each project.
• Identify, Research, and Monitor Grant Funding Opportunities: TPA will utilize list -serve subscription programs, funding workshops, agency canvassing, and other networking tactics to ensure every potential opportunity is identified and reviewed for relevance with the City's projects. TPA will then share these opportunities with the City for further assessment and determination if a grant application is warranted. The City will also receive a grant matrix of funding programs that is updated regularly as new opportunities arise.
• Grant Application Development and Submittal: TPA will develop, draft, submit, and follow up on each grant application submitted on behalf of the City. This support will include strategic assistance, such as letters of support from key stakeholders and other materials, to make the application as compelling and competitive as possible. TPA will also leverage relationships with relevant officials in various state and federal funding agencies to ensure that City grant applications are aligned with the goals of the specific grant program and that the applications are well -crafted and well-positioned for funding. • Post -Award Grant Administration and Compliance: TPA will also assist, as needed, with post -award administration and compliance for all grant applications submitted by TPA on behalf of the City. This assistance will include interacting with granting agencies on behalf of the City, providing support for the 15 Townsend Public Affairs, Inc.
drafting and submission of required reports, evaluations, and other tasks related to the successful monitoring of and compliance with the program requirements. In instances where grant applications are unsuccessful, TPA will work with the relevant funding agencies to set up in-person or telephone debriefing sessions to discuss the grant applications and how to best revise the grant applications for the next funding round to ensure success.
• Costs: Costs associated with this service are as follows:
$66,000 FY 2024-25
$72,000 FY 2025-26
$78,000 FY 2026-27
16 Townsend Public Affairs, Inc.
EXHIBIT B
INSURANCE
17 Townsend Public Affairs, Inc.
ii,c7c)R 4=)® CERTIFICATE OF LIABILITY INSURANCE
DATE (MM/DD/YYYY)
04/21/2023
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.
If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy, certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s).
CONTACT
NAME: Kerry Wakely
PAHIC.No.Ext): (714) 536-6086 (A/CONE
(A/C. (714) 536-4054
E-MAIL
ADDRESS: kerr [email protected]
INSURER(S) AFFORDING COVERAGE NAIC #
INSURER A: Continental Casualty Company 20443
INSURER B : Nationwide Mutual Insurance Co 23787
INSURERC:Oak River Insurnace Company 34630
INSURERD:Beazley Insurance Company 37540
INSURER E :
INSURER F :
COVERAGES CERTIFICATE NUMBER: Cert ID 11953 REVISION NUMBER:
PRODUCER
Bannister & Associates
CA License #0691071
305 17th Street
Huntington Beach
Insurance Agency
CA 92648-4209
INSURED
Townsend Public Affairs, Inc.
1401 Dove Street, Suite 330
Newport Beach CA 92660
(949) 399-9050
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 TYPE OF INSURANCE ADDL SUBR POLICY EFF POLICY EXP LIMITS
LTR MSD WVD POLICY NUMBER (MM/DD/YYYY) (MM/DD/YYYY)
A X COMMERCIAL GENERAL LIABILITY EACH OCCURRENCE $ 1,000,000
CLAIMS -MADE
X
OCCUR Y B 6074573557
GEN'L AGGREGATE LIMIT APPLIES PER:
POLICY PRO- JECT X LOC
OTHER:
AUTOMOBILE LIABILITY
g X ANY AUTO
A
C
OWNED
AUTOS ONLY
HIRED
AUTOS ONLY
X UMBRELLA LIAB
EXCESS LIAB
■
■
SCHEDULED
AUTOS
NON -OWNED
AUTOS ONLY
X
OCCUR
CLAIMS -MADE
DED X RETENT ON 10,000
WORKERS COMPENSATION
AND EMPLOYERS' LIABILITY
ANYPROPRI ETOR/PARTNER/EXECUTIV E
OFFICER/MEMBEREXCLUDED?
(Mandatory in NH)
If yes, describe under
DESCRIPTION OF OPERATIONS below
D Professional Liability
Y/N
N/A
08/31/2022 08/31/2023
ACP 3140426099 08/31/2022 08/31/2023
B 6074573560 08/31/2022 08/31/2023
Y TOWC328045
W301DF220201
incl Personal/Adv injury Retention: $5,000
08/31/2022 08/31/202'1
DAMAGE TO RENTED
PREMISES (Ea occurrence)
MED EXP (Any one person)
PERSONAL & ADV INJURY
GENERAL AGGREGATE
PRODUCTS - COMP/OP AGG
COMBINED SINGLE LIMIT
(Ea accident)
BODILY INJURY (Per person)
BODILY INJURY (Per accident)
PROPERTY DAMAGE
(Per accident)
EACH OCCURRENCE
AGGREGATE
X
E.L
PER
STATUTE
EACH ACCIDENT
OTH-
ER
E.L. DISEASE - EA EMPLOYEE
E.L. DISEASE - POLICY LIMIT
08/31/2022 08/31/2023 Limit (each
claim):
Limit (aggregate):
DESCRIPTION OF OPERATIONS / LOCATIONS / VEHICLES (ACORD 101, Additional Remarks Schedule, may be attached if more space is required) The certificate holder is named as additional insured with respects general liability policy limits. Waiver of subrogation applies with respects workers compensation policy limits.
CERTIFICATE HOLDER
City of Placentia
401 E. Chapman
Placentia CA 92870
CANCELLATION
$
$
$
$ 5,000,000
$ 5,000,000
$ 1,000,000
$ 1,000,000
$ 1,000,000
$ 2,000,000
$ 4,000,000
300,000
10,000
1,000,000
2,000,000
2,000,000
1,000,000
SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE
THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS.
AUTHORIZED REPRESENTATIVE
© 1988-2015 ACORD CORPORATION. All rights reserved.
ACORD 25 (2016/03) The ACORD name and logo are registered marks of ACORD
WORKERS COMPENSATION AND EMPLOYERS LIABILITY INSURANCE POLICY WC990410C
(Ed. 01-19)
WAIVER OF OUR RIGHT TO RECOVER FROM OTHERS ENDORSEMENT -CALIFORNIA
BLANKET BASIS
We have the right to recover our payments from anyone liable for an injury covered by this policy. We will not enforce our right against the person or organization named in the Schedule. (This agreement applies only to the extent that you perform work under a written contract that requires you to obtain this agreement from us.) The additional premium for this endorsement shall be calculated by applying a factor of 2% to the total manual premium, with a minimum initial charge of $350, then applying all other pricing factors for the policy to this calculated charge to derive the final cost of this endorsement.
This agreement shall not operate directly or indirectly to benefit anyone not named in the Schedule.
Schedule
Blanket Waiver
Person/Organization Blanket Waiver — Any person or organization for whom the Named Insured has agreed by written contract to furnish this waiver.
Job Description
All CA Operations
Waiver Premium (prior to adjustments)
325.00
This endorsement changes the policy to which it is attached and is effective on the date issued unless otherwise stated. (The information below is required only when this endorsement is issued subsequent to preparation of the policy.) Endorse ent Effect e: 07/01/2022 PolicyNo.: TOWC328045 Endorsement No.:
Insured: Premium $
Insurance Company: Oak River Insurance Company
Countersigned by
WC990410C
(Ed. 01-19)
Policy # ACP 3140426099 COMMERCIAL AUTO AC 70 06 03 16
THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY.
BUSINESS AUTO PROTECTION - PLATINUM
This endorsement modifies insurance provided under the following:
BUSINESS AUTO COVERAGE FORM
SUMMARY OF COVERAGES
A. Effect of This Endorsement
B. Newly Acquired of Formed Entities
C. Employees as insureds — Nonowned Autos
D. Additional Insured by Contract, Permit or Agreement
E. Supplementary Payments — Bail Bonds
F. Supplementary Payments — Loss of Earnings
G. Personal Effects and Property of Others Extension
H. Prejudgment Interest Coverage
I. Fellow Employees
J. Hired Auto Physical Damage
K. Temporary Substitute Autos — Physical Damage Coverage L. Expanded Towing Coverage
M. Auto Loan or Lease Coverage
N. Original Equipment Manufacturer Parts — Leased Private Passenger Types O. Deductible Amendments
P. Expanded Transportation Expense
Q. Extra Expense — Stolen Autos
R. Physical Damage Limit of Insurance
S. New Vehicle Replacement Cost
T. Physical Damage Coverage Extensions
U. Business Income and Extra Expense Coverage
V. Transfer of Rights Of Recovery Against Others To Us
W. Section IV — Business Auto Conditions — Notice of and Knowledge of Occurrence X. Hired Car Coverage Territory
Y. Emergency Lockout
Z. Cancellation Condition
AC 70 06 03 16
Includes copyrighted material of Insurance Services Office, Inc. Page 1 of 7 with its permission
COMMERCIAL AUTO
AC 70 06 03 16
A. EFFECT OF THIS ENDORSEMENT
Coverage provided under this policy is modified
by the provisions of this endorsement. If there
is any conflict between the provisions of this
endorsement and the provision(s) of any state -
specific endorsement also attached to this poli-
cy, then the provision(s) of the state -specific
endorsement shall apply instead of the provi-
sions of this endorsement that are in conflict,
but only to the extent of the conflict, and only to
the extent necessary to bring such provisions
into conformance with the state requirement(s)
contained in the provision(s) of the state -specific
endorsement.
B. NEWLY ACQUIRED OR FORMED ENTITIES
The Named Insured shown in the Declarations is
amended to include any organization you newly
acquire or form, other than a partnership, joint
venture, or limited liability company, and over
which you maintain ownership or majority (more
than 50%) interest; if there is no other similar in-
surance available to that organization. Coverage
under this provision is afforded until the 180th
day after you acquire or form the organization or
the end of the policy period, whichever is later.
C. EMPLOYEES AS INSUREDS — NONOWNED
AUTOS
The following is added to paragraph A.1. Who Is
An Insured of SECTION II — COVERED AUTOS
LIABILITY COVERAGE:
d. Any "employee" of yours is an "insured"
while using a covered "auto" you don't own,
hire or borrow in your business or your per-
sonal affairs.
D. ADDITIONAL INSURED BY CONTRACT,
PERMIT OR AGREEMENT
The following is added to A.1. Who Is An In-
sured of SECTION II — COVERED AUTOS
LIABILITY COVERAGE:
Any person or organization that you are re-
quired to name as an additional insured in a
written contract or agreement that is executed
or signed by you prior to a "bodily injury" or
"property damage" occurrence is an "insured"
for Covered Auto Liability coverage. How-
ever, with respect to covered "autos", such
person or organization is an insured only to
the extent that person or organization qualifies
as an "insured" under A.1. Who is an Insured of
SECTION II — COVERED AUTOS LIABILITY
COVERAGE:
If specifically required by the written contract or
agreement referenced in the paragraph above,
any coverage provided by this endorsement to
an additional insured shall be primary and
any other valid and collectible insurance avail-
able to the additional insured shall be non-
contributory with this insurance. If the written
contract does not require this coverage to be
primary and the additional insured's coverage to
be non-contributory, then this insurance will be
excess over any other valid and collectible insur-
ance available to the additional insured.
E. SUPPLEMENTARY PAYMENTS — BAIL
BONDS
Supplementary Payments of SECTION II —
COVERED AUTOS LIABILITY COVERAGE is
revised as follows:
(2) Up to $3,000 for cost of bail bonds (including
bonds for related traffic law violations) re-
quired because of an "accident" we cover.
We do not have to furnish these bonds.
F. SUPPLEMENTARY PAYMENTS — LOSS OF
EARNINGS
Supplementary Payments of SECTION II —
COVERED AUTOS LIABILITY COVERAGE is
revised as follows:
(4) All reasonable expenses incurred by the "in-
sured" at our request, including actual loss
of earnings up to $1,000 a day because of
time off from work.
G. PERSONAL EFFECTS AND PROPERTY OF
OTHERS EXTENSION
1. The Care, Custody or Control Exclusion of
SECTION II — COVERED AUTOS LIABILITY
COVERAGE, does not apply to "property dam-
age" to property, other than your property, up to
an amount not exceeding $500 in any one "acci-
dent". Coverage is excess over any other valid
and collectible insurance.
2. The following paragraph is added to A.4.
Coverage Extensions of SECTION III -
PHYSICAL DAMAGE COVERAGE:
c. We will pay up to $1,000 for your prop-
erty that is lost or damaged as a result
of a covered "loss", without applying a
deductible. Coverage is excess over
any other valid and collectible insur-
ance.
Includes copyrighted material of Insurance Services Office, Inc. AC 70 06 03 16 with its permission
H. PREJUDGMENT INTEREST COVERAGE
The following paragraph is added to SECTION II
— COVERED AUTOS LIABILITY COVERAGE,
2. Coverage Extensions, a. Supplementary
Payments:
(7) Prejudgment interest awarded against the
"insured" on that part of the judgment we
pay. If we make an offer to pay the appli-
cable limit of insurance, we will not pay
any prejudgment interest based on that
period of time after the offer.
I. FELLOW EMPLOYEE
The Fellow Employee Exclusion of SECTION II -
COVERED AUTOS LIABILITY COVERAGE,
does not apply if the "bodily Injury" results from
the use of a covered "auto" you own or hire.
The insurance provided under this provision is
excess over any other collectible insurance.
J. HIRED AUTO PHYSICAL DAMAGE
If covered "auto" designation symbols 1 or 8 ap-
ply to Liability Coverage and if at least one "au-
to" you own is covered by this policy for Com-
prehensive, Specified Causes of Loss, or Colli-
sion coverages, then the Physical Damage
coverages provided are extended to "autos" you
lease, hire, rent or borrow without a driver; and
provisions in the Business Auto Coverage Form
applicable to Hired Auto Physical Damage apply
up to a limit of $125,000. The deductible will be
equal to the largest deductible applicable to any
owned "auto" for that coverage. Any Compre-
hensive deductible does not apply to fire or
lightning.
K. TEMPORARY SUBSTITUTE AUTOS —
PHYSICAL DAMAGE COVERAGE
The following is added to paragraph C. Certain
Trailers, Mobile Equipment And Temporary
Substitute Autos of SECTION I — COVERED
AUTOS:
If Physical Damage Coverage is provided by
this Coverage Form, the following types of
vehicles are also covered "autos" for Physi-
cal Damage Coverage:
Any "auto" you do not own while used with
the permission of its owner as a temporary
substitute for a covered "auto" you own that
is out of service because of its:
a. Breakdown;
b. Repair;
c. Servicing;
d. "Loss"; or
AC 70 06 03 16
L.
M.
COMMERCIAL AUTO
AC 70 06 03 16
e. Destruction
The coverage that applies is the same as
the coverage provided for the vehicle being
replaced.
EXPANDED TOWING COVERAGE
1. We will pay up to:
a. $150 for a covered "auto" you own of
the private passenger type, or
b. $750 for a covered "auto" you own that
is not of the private passenger type,
for towing and labor costs incurred each
time the covered "auto" is disabled. Howev-
er, the labor must be performed at the place
of disablement.
2. This coverage applies only for an "auto"
covered on this policy for Comprehensive or
Specified Causes of Loss Coverage and
Collision Coverages.
3. Payment applies in addition to the otherwise
applicable amount of each coverage you
have on a covered "auto".
AUTO LOAN OR LEASE COVERAGE
1. In the event of a total "loss" to a covered
"auto", we will pay any unpaid amount due
on the loan or lease, including up to a max-
imum of $500 for early termination fees or
penalties, for your covered "auto" less:
a. The amount paid under SECTION III —
PHYSICAL DAMAGE COVERAGE of
this policy; and
b. Any:
1) Overdue lease/loan payments at the
time of the "loss";
2) Financial penalties imposed under a
lease for excessive use, abnormal
wear and tear or high mileage;
3) Security deposits not refunded by a
lessor;
4) Costs of extended warranties, Credit
Life insurance, Health, Accident, or
Disability insurance purchased with
the lease; and
5) Carry-over balances from previous
leases.
2. This coverage only applies to a "loss" which
is also covered under this policy for Com-
prehensive, Specified Causes of Loss, or
Collision coverage.
Includes copyrighted material of Insurance Services Office, Inc. Page 3 of 7 with its permission
COMMERCIAL AUTO
AC 70 06 03 16
3. Coverage does not apply to any unpaid
amount due on a loan for which the covered
"auto" is not the sole collateral.
N. ORIGINAL EQUIPMENT MANUFACTURER
PARTS - LEASED PRIVATE PASSENGER
TYPES
Under Paragraph C. Limit of Insurance of
SECTION III — PHYSICAL DAMAGE
COVERAGE, Section 4 is added as follows:
4. We will use new original equipment vehicle
manufacturer parts for any private passen-
ger type covered "auto" where required by
the lease agreement which has a term of at
least six months. If a new original equip-
ment vehicle manufacturer part is not in pro-
duction or distribution we may use a like,
kind and quality replacement part.
O. DEDUCTIBLE AMENDMENTS
The following are added to the Deductible provi-
sion of SECTION III — PHYSICAL DAMAGE
COVERAGE:
If another policy or coverage form that is not an
automobile policy or coverage form issued by
this company applies to the same "accident", the
following applies:
1. If the deductible under this coverage is the
smaller (or smallest) deductible, it will be
waived:
2. If the deductible under this coverage is not
the smaller (or smallest) deductible, it will be
reduced by the amount of the smaller (or
smallest) deductible.
If a Comprehensive or Specified Causes of Loss
Coverage "loss" from one "accident" involves
two or more covered "autos", only the highest
deductible applicable to those coverages will be
applied to the "accident," if the cause of the loss
is covered for those vehicles. This provision only
applies if you carry Comprehensive or Specified
Causes of Loss Coverage for those vehicles,
and does not extend coverage to any covered
"autos" for which you do not carry such
coverage.
No deductible applies to glass if the glass is re-
paired, in a manner acceptable to us, rather than
replaced.
P. EXPANDED TRANSPORTATION EXPENSE
Paragraph A.4.a. of SECTION III — PHYSICAL
DAMAGE COVERAGE is replaced by the
following:
We will pay up to $50 per day to a maximum of
$1500 for temporary transportation expense in -
curred by you because of the total theft of a
covered "auto" of the private passenger type.
We will only pay for those covered "autos" for
which you carry Comprehensive or Specified
Causes of Loss Coverage. We will pay for tem-
porary transportation expenses incurred during
the period beginning 24 hours after the theft and
ending, regardless of the policy's expiration,
when the covered "auto" is returned to use or we
pay for its "loss".
Q. EXTRA EXPENSE — STOLEN AUTOS
The following paragraph is added to Section A.4.
of SECTION III — PHYSICAL DAMAGE
COVERAGE:
c. We will pay for up to $5,000 for the expense
of returning a stolen covered "auto" to you.
We will pay only for those covered "autos"
for which you carry Comprehensive or Spec-
ified Causes of Loss Coverage.
R. PHYSICAL DAMAGE LIMIT OF INSURANCE
Under SECTION III — PHYSICAL DAMAGE
COVERAGE, Paragraph C., Limit of Insurance
is replaced by the following:
C. Limit Of Insurance
1. The most we will pay for "loss" in any one
"accident" is the lesser of:
a. The actual cash value of the damaged
or stolen property as of the time of the
"loss", or
b. The cost of repairing or replacing the
damaged or stolen property.
2. $2000 is the most we will pay for "loss" in
any one "accident" to all electronic equip-
ment that reproduces, receives or transmits
audio, visual or data signals which, at the
time of "loss", is:
a. Permanently installed in or upon the
covered "auto" in a housing, opening or
other location that is not normally used
by the "auto" manufacturer for the instal-
lation of such equipment.
b. Removable from a permanently installed
housing unit as described in Paragraph
2.a. above or is an integral part of that
equipment; or
c. An integral part of such equipment.
3. An adjustment for depreciation and physical
condition will be made in determining actual
cash value in the event of a total "loss".
4. The cost of repairing or replacing may:
Includes copyrighted material of Insurance Services Office, Inc AC 70 06 03 16 with its permission.
a. Be based on an estimate which includes
parts furnished by the original equip-
ment manufacturer or other sources in-
cluding non -original equipment manu-
facturers and
b. If a repair or replacement results in bet-
ter than like kind or quality, we will not
pay for the amount of the net improve-
ment.
5. If we offer to pay the actual cash value of
the damaged or stolen property, we will
value auto advertising wraps, paint customi-
zation, and similar business related advertis-
ing modifications, in addition to the actual
cash value of the property. Auto advertising
wraps, paint customization, and similar
business related advertising modifications
will be valued at the cost to replace them
with an adjustment made for depreciation
and physical condition.
S. NEW VEHICLE REPLACEMENT COST
The following is added to the Limit of Insurance
provision of SECTION III — PHYSICAL
DAMAGE COVERAGE:
5. The provisions of paragraphs 1.and 3. do
not apply to a covered "auto" of the private
passenger type or a vehicle with a gross ve-
hicle weight rating of 20,000 pounds or less
which is a "new vehicle."
In the event of a total "loss" to your "new ve-
hicle" to which this coverage applies, we will
pay at your option:
a. The verifiable "new vehicle" purchase
price you paid for your damaged vehi-
cle, not including any insurance or war-
ranties purchased;
b. If it is available, the purchase price, as
negotiated by us, of a "new vehicle" of
the same make, model, and equipment
or the most similar model available, not
including any furnishings, parts, or
equipment not installed by the manufac-
turer or manufacturers' dealership; or .
c. The market value of your damaged ve-
hicle, not including any furnishings,
parts, or equipment not installed by the
manufacturer or manufacturer's dealer-
ship.
We will not pay for initiation or set up costs
associated with loans or leases
As used in this endorsement, a "new vehi-
cle" means an "auto" of which you are the
original owner that has not been previously
AC 70 06 03 16 Includes copyrighted material of Insurance with its permission
T.
U.
COMMERCIAL AUTO
AC 70 06 03 16
titled and which you purchased less than
365 days before the date of the "loss".
PHYSICAL DAMAGE COVERAGE
EXTENSIONS
Under SECTION III — PHYSICAL DAMAGE
COVERAGE, A. Coverage, 4. Coverage Exten-
sions, b. Loss of Use Expenses is replaced by
the following:
b. Loss of Use Expenses
For Hired Auto Physical Damage, we will
pay expenses for which an "insured"
becomes legally responsible to pay for loss
of use of a vehicle rented or hired without a
driver, under a written rental contract or
agreement. We will pay for loss of use
expenses if caused by:
(1) Other than collision if the Decla-
rations indicate that Comprehen-
sive Coverage is provided for any
covered "auto";
(2) Specified Causes of Loss only if
the Declarations indicate that
Specified Causes of Loss Cover-
age is provided for any covered
"auto"; or
Collision only if the Declarations
indicate that Collision Coverage
is provided for any covered
"auto."
However, the most we will pay for any
expenses for loss of use is $50 per day, to a
maximum of $1,500. The insurance provided
by this provision is excess over any other
collectible insurance.
BUSINESS INCOME AND EXTRA EXPENSE
COVERAGE
1. Business Income Coverage
We will pay the actual loss of business in-
come sustained by you as a result of the
necessary suspension of your business dur-
ing the period of restoration due to "loss" to
a covered "auto" used in your business. The
loss must be caused by a cause of loss cov-
ered under item Al of Physical Damage
Coverage in this Coverage Part.
2. Extra Expense Coverage
We will pay the necessary and reasonable
extra expenses that you incur during the pe-
riod of restoration that you would not have
incurred had there been no "loss" to a cov-
ered "auto" used in your business. The loss
(3)
Services Office, Inc. Page 5 of 7
COMMERCIAL AUTO
AC 70 06 03 16
must be caused by a cause of loss listed
under item Al of Physical Damage Cover-
age in this Coverage Part. Extra Expenses
means those expenses you incur to avoid or
minimize the suspension of business and to
continue your business operations.
3. Additional Conditions
We will not pay for "loss" or expenses
caused by suspension, lapse or cancellation
of any license, lease or contract. But if the
suspension, lapse or cancellation is directly
caused by the suspension of your business,
we will cover such "loss" that affects your
business income. We will not pay under this
coverage if you do not repair or replace the
covered "auto". You must resume all or part
of your business as quickly as possible. If
you have other autos you can use to reduce
the amount of loss payable under this cov-
erage, you are required to use them. We will
pay for expenses you incur to reduce the
amount that otherwise would have been
payable under this coverage. We will not
pay more than the amount by which you ac-
tually reduce the business income loss or
extra expense incurred.
4. Limit
The most we will pay for "loss" arising out of
one covered "auto" is $10,000 per loss with
an annual aggregate of $20,000. Payment
applies in addition to the otherwise applica-
ble amount of each coverage you have on a
covered "auto".
5. Definitions
a. "Business Income" means the:
1.). Net income (Net profit or loss before
income taxes) that would have been
earned or incurred if no loss would
have occurred; and
2.). Continuing normal operating
expenses incurred, including payroll.
b. "Period of Restoration" means the
period of time that:
1.). Begins:
(a) 24 hours after the time of loss
for Business Income Coverage;
or
(b) Immediately after the time of
loss for Extra Expense
Coverage; and
2.) Ends at the earliest of:
(a) The time required to resume
your normal business opera-
tions; or
(b) The time that is reasonably
necessary to repair or replace
the covered auto with a maxi-
mum time period of 180 days.
Period of Restoration does not
include any increased period
required due to the enforcement
of any ordinance or law that re-
quires any insured or others to
test for, monitor, clean up, re-
move, contain, treat, detoxify or
neutralize or in any way respond
to or assess the effects of pollu-
tants. The expiration date of this
policy will not cut short the peri-
od of restoration.
V. TRANSFER OF RIGHTS OF RECOVERY
AGAINST OTHERS TO US
The following is added to the Transfer Of Rights
Of Recovery Against Others To Us Condition:
We waive any right of recovery we may
have against any person or organization to
the extent required of you by a written con-
tract executed prior to any "accident" be-
cause of payments we make for damages
under this coverage form.
W. NOTICE OF AND KNOWLEDGE OF
OCCURRENCE
SECTION IV — BUSINESS AUTO
CONDITIONS, Paragraph A is amended as
follows:
6. NOTICE OF AND KNOWLEDGE OF
OCCURRENCE
a. Your obligation in the Duties in the Event
of Accident, Claim, Suit or Loss Condi-
tion relative to notification require-
ments applies only when the "accident"
or "loss" is known to:
(1) You, if you are an individual;
(2) A partner, if you are a partnership;
(3) A member, if you are a limited liability
company; or
(4) An executive officer or insurance
manager, if you are a corporation.
b. Your obligation in the. Duties in the Event
of Accident, Claim, Suit or Loss Condition
relative to providing us with documents
concerning a claim or "suit" will not be
Includes copyrighted material of Insurance Services Office, Inc. AC 70 06 03 16 with its permission
considered breached unless the breach
occurs after such claim or "suit" is known
to:
(1) You, if you are an individual;
(2) A partner, if you are a partnership;
(3) A member, if you are a limited liability
company; or
(4) An executive officer or insurance
manager, if you are a corporation.
X. HIRED CAR — COVERAGE TERRITORY
Item (5) of the Policy Period, Coverage Territory
General Condition is replaced by the following:
(5) Anywhere in the world if a covered "auto"
is leased, hired, rented or borrowed without a
driver for a period of 30 days or less; and
Y. EMERGENCY LOCKOUT
We will reimburse you up to $100 for reasonable
expense incurred for the services of a locksmith
to gain entry into your covered "auto" subject to
these provisions:
1. Your door key, electronic key or key entry
pad has been lost, stolen or locked in your
AC 70 06 03 16
COMMERCIAL AUTO
AC 70 06 03 16
covered "auto" and you are unable to enter
such "auto" , or
2. Your keyless entry device battery dies and
you are unable to enter such "auto" as a
result,
3. Your key, electronic key or key entry pad
has been lost or stolen and you have
changed the lock to prevent an unauthorized
entry; and
4. Original copies of receipts for services of a
locksmith must be provided before
reimbursement is payable.
Z. CANCELLATION CONDITION
Paragraph A.2. of the COMMON POLICY
CONDITION — CANCELLATION applies except
as follows:
If we cancel for any reason other than nonpay-
ment of premium, we will mail or deliver to the
First Named Insured written notice of cancella-
tion at least 60 days before the effective date of
cancellation. This provision does not apply in
those states that require more than 60 days prior
notice of cancellation.
Includes copyrighted material of Insurance Services Office, Inc. Page 7 of 7 with its permission
10020005760745735572241
CNA
Policy Number B 6074573557
SB146932G
(Ed. 10-19)
BLANKET ADDITIONAL INSURED AND LIABILITY EXTENSION ENDORSEMENT This endorsement modifies insurance provided under the following:
BUSINESSOWNERS LIABILITY COVERAGE FORM
BUSINESSOWNERS COMMON POLICY CONDITIONS
TABLE OF CONTENTS
I. Blanket Additional Insured Provisions
A. Additional Insured — Blanket Vendors
B. Miscellaneous Additional Insureds
C. Additional Provisions Pertinent to Additional Insured Coverage
1.a. Primary — Noncontributory provision
1.b. Definition of "written contract"
2. Additional Insured — Extended Coverage
II. Liability Extension Coverages
A. Bodily Injury — Expanded Definition
B. Broad Knowledge of Occurrence
C. Estates, Legal Representatives and Spouses
D. Fellow Employee First Aid
E. Legal Liability — Damage to Premises
F. Personal and Advertising Injury — Discrimination or Humiliation G. Personal and Advertising Injury — Broadened Eviction H. Waiver of Subrogation — Blanket
I. BLANKET ADDITIONAL INSURED PROVISIONS
A. ADDITIONAL INSURED — BLANKET VENDORS
Who Is An Insured is amended to include as an additional insured any person or organization (referred to below as vendor) with whom you agreed under a "written contract" to provide insurance, but only with respect to "bodily injury" or "property damage" arising out of "your products" which are distributed or sold in the regular course of the vendor's business, subject to the following additional exclusions:
1. The insurance afforded the vendor does not apply to:
a. "Bodily injury" or "property damage" for which the vendor is obligated to pay damages by reason of the assumption of liability in a contract or agreement. This exclusion does not apply to liability for damages that the vendor would have in the absence of the contract or agreement; b. Any express warranty unauthorized by you;
c. Any physical or chemical change in the product made intentionally by the vendor; d. Repackaging, except when unpacked solely for the purpose of inspection, demonstration, testing, or the substitution of parts under instructions from the manufacturer, and then repackaged in the original container;
e. Any failure to make such inspections, adjustments, tests or servicing as the vendor has agreed to make or normally undertakes to make in the usual course of business, in connection with the distribution or sale of the products;
f. Demonstration, installation, servicing or repair operations, except such operations performed at the vendor's premises in connection with the sale of the product; Products which, after distribution or sale by you, have been labeled or relabeled or used as a container, part or ingredient of any other thing or substance by or for the vendor; or g.
SB146932G (10-19) Page 1 of 7
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SB146932G
(Ed. 10-19)
h. "Bodily injury" or "property damage" arising out of the sole negligence of the vendor for its own acts or omissions or those of its employees or anyone else acting on its behalf. However, this exclusion does not apply to:
(1) The exceptions contained in Subparagraphs d. orf.; or (2) Such inspections, adjustments, tests or servicing as the vendor has agreed to make or normally undertakes to make in the usual course of business, in connection with the distribution or sale of the products.
2. This insurance does not apply to any insured person or organization, from whom you have acquired such products, or any ingredient, part or container, entering into, accompanying or containing such products.
3. This provision 2. does not apply to any vendor included as an insured by an endorsement issued by us and made a part of this Policy.
4. This provision 2. does not apply if "bodily injury" or "property damage" included within the "products - completed operations hazard" is excluded either by the provisions of the Policy or by endorsement.
B. MISCELLANEOUS ADDITIONAL INSUREDS
1. Who Is An Insured is amended to include as an insured any person or organization (called additional insured) described in paragraphs 3.a. through 3.j. below whom you are required to add as an additional insured on this policy under a "written contract."
2. However, subject always to the terms and conditions of this policy, including the limits of insurance, we will not provide the additional insured with:
a. A higher limit of insurance than required by such "written contract;" b. Coverage broader than required by such "written contract" and in no event greater than that described by the applicable paragraph a. through k. below; or
c. Coverage for "bodily injury" or "property damage" included within the "products -completed operations hazard." But this paragraph c. does not apply to the extent coverage for such liability is provided by paragraph 3.j. below.
Any coverage granted by this endorsement shall apply only to the extent permitted by law.
3. Only the following persons or organizations can qualify as additional insureds under this endorsement:
a. Controlling Interest
Any persons or organizations with a controlling interest in you but only with respect to their liability arising out of:
(1) such person or organization's financial control of you; or (2) Premises such person or organization owns, maintains or controls while you lease or occupy these premises;
provided that the coverage granted to such additional insureds does not apply to structural alterations, new construction or demolition operations performed by or for such additional insured. b. Co-owner of Insured Premises
A co-owner of a premises co -owned by you and covered under this insurance but only with respect to the co-owners liability for "bodily injury," "property damage" or "personal and advertising injury" as co- owner of such premises.
c. Grantor of Franchise
Any person or organization that has granted a franchise to you, but only with respect to such person or organization's liability for "bodily injury," "property damage," or "personal and advertising injury" as grantor of a franchise to you.
SB146932G (10-19) Page 2 of 7
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10020005760745735572242
SB146932G
(Ed. 10-19)
d. Lessor of Equipment
Any person or organization from whom you lease equipment, but only with respect to liability for "bodily injury," "property damage" or "personal and advertising injury" caused in whole or in part by your maintenance, operation or use of such equipment, provided that the "occurrence" giving rise to such "bodily injury" or "property damage" or the offense giving rise to such "personal and advertising injury" takes place prior to the termination of such lease. e. Lessor of Land
Any person or organization from whom you lease land, but only with respect to liability for "bodily injury," "property damage" or "personal and advertising injury" arising out of the ownership, maintenance or use of that specific part of the land leased to you, provided that the "occurrence" giving rise to such "bodily injury" or "property damage" or the offense giving rise to such "personal and advertising injury," takes place prior to the termination of such lease. The insurance hereby afforded to the additional insured does not apply to structural alterations, new construction or demolition operations performed by, on behalf of or for such additional insured.
f. Lessor of Premises
g.
An owner or lessor of premises leased to you, or such owner or lessor's real estate manager, but only with respect to liability for "bodily injury," "property damage" or "personal and advertising injury" arising out of the ownership, maintenance or use of such part of the premises leased to you, and provided that the "occurrence" giving rise to such "bodily injury" or "property damage" or the offense giving rise to such "personal and advertising injury," takes place prior to the termination of such lease.
The insurance hereby afforded to the additional insured does not apply to structural alterations, new construction or demolition operations performed by, on behalf of or for such additional insured.
Mortgagee, Assignee or Receiver
A mortgagee, assignee or receiver of premises but only with respect to such mortgagee, assignee, or receiver's liability for "bodily injury," "property damage" or "personal and advertising injury" arising out of the ownership, maintenance, or use of a premises by you.
This insurance does not apply to structural alterations, new construction or demolition operations performed by, on behalf of or for such additional insured. h. State or Political Subdivisions
A state or government agency or subdivision or political subdivision that has issued a permit or authorization, but only with respect to such government agency or subdivision or political subdivision's liability for "bodily injury," "property damage" or "personal and advertising injury" arising out of:
(1) The following hazards in connection with premises you own, rent, or control and to which this insurance applies:
(a) The existence, maintenance, repair, construction, erection, or removal of advertising signs, awnings, canopies, cellar entrances, coal holes, driveways, manholes, marquees, hoistaway openings, sidewalk vaults, street banners, or decorations and similar exposures; or (b) The construction, erection, or removal of elevators; or (c) The ownership, maintenance or use of any elevators covered by this insurance; or (2) The permitted or authorized operations performed by you or on your behalf. But the coverage granted by this paragraph does not apply to:
(a) "Bodily injury", "property damage" or "personal and advertising injury" arising out of operations performed for the state or government agency or subdivision or political subdivision; or
(b) "Bodily injury" or "property damage" included within the "products -completed operations hazard."
With respect to this provision's requirement that additional insured status must be requested under a "written contract," we will treat as a "written contract" any governmental permit that requires you to add the governmental entity as an additional insured.
SB146932G (10-19) Page 3 of 7
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i. Trade Show Event Lessor
With respect to your participation in a trade show event as an exhibitor, presenter or displayer, any person or organization whom you are required to include as an additional insured, but only with respect to such person or organization's liability for "bodily injury," "property damage," or "personal and advertising injury" caused by:
a. Your acts or omissions; or
b. Acts or omissions of those acting on your behalf;
in the performance of your ongoing operations at the trade show premises during the trade show event.
Other Person or Organization
Any person or organization who is not an additional insured under paragraphs a. through i. above. Such additional insured is an insured solely for "bodily injury," "property damage" or "personal and advertising injury" for which such additional insured is liable because of your acts or omissions.
The coverage granted by this paragraph does not apply to any person or organization:
(1) For "bodily injury," "property damage," or "personal and advertising injury" arising out of the rendering or failure to render any professional services; (2) For "bodily injury" or "property damage" included in the "products -completed operations hazard." But this provision (2) does not apply to such "bodily injury" or "property damage" if:
(a) It is entirely due to your negligence and specifically results from your work for the additional insured which is the subject to the "written contract"; and (b) The "written contract" requires you to make the person or organization an additional insured for such "bodily injury" or "property damage"; or
(3) Who is afforded additional insured coverage under another endorsement attached to this policy.
C. ADDITIONAL PROVISIONS PERTINENT TO ADDITIONAL INSURED COVERAGE
1. With respect only to additional insured coverage provided under paragraphs A. and B. above:
a. The BUSINESSOWNERS COMMON POLICY CONDITIONS are amended to add the following to the Condition entitled Other Insurance:
j•
SB146932G
(Ed. 10-19)
This insurance is excess of all other insurance available to an additional insured whether primary, excess, contingent or on any other basis. However, if a "written contract" requires that this insurance be either primary or primary and noncontributing, then this insurance will be primary and non-contributory relative solely to insurance on which the additional insured is a named insured. b. Under Liability and Medical Expense Definitions, the following definition is added:
"Written contract" means a written contract or agreement that requires you to make a person or organization an additional insured on this policy, provided the contract or agreement:
(1) Is currently in effect or becomes effective during the term of this policy; and (2) Was executed prior to:
(a) The "bodily injury" or "property damage;" or
(b) The offense that caused the "personal and advertising injury"; for which the additional insured seeks coverage.
2. With respect to any additional insured added by this endorsement or by any other endorsement attached to this Coverage Part, the section entitled Who Is An Insured is amended to make the following natural persons insureds.
If the additional insured is:
a. An individual, then his or her spouse is an insured; SB146932G (10-19) Page 4 of 7
Copyright, CNA All Rights Reserved.
10020005760745735572243
SB146932G
(Ed. 10-19)
b. A partnership or joint venture, then its partners, members and their spouses are insureds; c. A limited liability company, then its members and managers are insureds; d. An organization other than a partnership, joint venture or limited liability company, then its executive officers, directors and shareholders are insureds; or
e. Any type of entity, then its employees are insureds; but only with respect to locations and operations covered by the additional insured endorsement's provisions, and only with respect to their respective roles within their organizations. Furthermore, employees of additional insureds are not insureds with respect to liability arising out of:
(1) "Bodily injury" or "personal and advertising injury" to any fellow employee or to any natural person listed in paragraphs a. through d. above;
(2) "Property damage" to property owned, occupied or used by their employer or by any fellow employee; or (3) Providing or failing to provide professional health care services.
II. LIABILITY EXTENSION COVERAGES
It is understood and agreed that this endorsement amends the Businessowners Liability Coverage Form. If any other endorsement attached to this policy amends any provision also amended by this endorsement, then that other endorsement controls with respect to such provision, and the changes made by this endorsement to such provision do not apply.
A. Bodily injury — Expanded Definition
Under Liability and Medical Expenses Definitions, the definition of "Bodily injury" is deleted and replaced by the following:
"Bodily injury" means physical injury, sickness or disease sustained by a person, including death, humiliation, shock, mental anguish or mental injury by that person at any time which results as a consequence of the physical injury, sickness or disease.
B. Broad Knowledge of Occurrence
Under Businessowners Liability Conditions, the Condition entitled Duties In The Event of Occurrence, Offense, Claim or Suit is amended to add the following:
Paragraphs a. and b. above apply to you or to any additional insured only when such "occurrence," offense, claim or "suit" is known to:
(1) You or any additional insured that is an individual; (2) Any partner, if you or an additional insured is a partnership; (3) Any manager, if you or an additional insured is a limited liability company; (4) Any "executive officer" or insurance manager, if you or an additional insured is a corporation; (5) Any trustee, if you or an additional insured is a trust; or (6) Any elected or appointed official, if you or an additional insured is a political subdivision or public entity.
This paragraph applies separately to you and any additional insured.
C. Estates, Legal Representatives and Spouses
The estates, heirs, legal representatives and spouses of any natural person insured shall also be insured under this policy; provided, however, coverage is afforded to such estates, heirs, legal representatives and spouses only for claims arising solely out of their capacity as such and, in the case of a spouse, where such claim seeks damages from marital common property, jointly held property, or property transferred from such natural person insured to such spouse. No coverage is provided for any act, error or omission of an estate, heir, legal representative or spouse outside the scope of such person's capacity as such, provided however that the spouse of a natural person Named Insured and the spouses of members or partners of joint venture or partnership Named Insureds are insureds with respect to such spouses' acts, errors or omissions in the conduct of the Named Insured's business.
SB146932G (10-19) Page 5 of 7
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SB146932G
(Ed. 10-19)
D. Fellow Employee First Aid Coverage
In the section entitled Who Is An Insured, paragraph 2.a.1. is amended to add the following:
The limitations described in subparagraphs 2.a.1.(a), (b) and (c) do not apply to your "employees" for "bodily injury" that results from providing cardiopulmonary resuscitation or other first aid services to a co -"employee" or "volunteer worker" that becomes necessary while your "employee" is performing duties in the conduct of your business. Your "employees" are hereby insureds for such services. But the insured status conferred by this provision does not apply to "employees" whose duties in your business are to provide professional health care services or health examinations.
E. Legal Liability — Damage To Premises
1. Under B. Exclusions, 1. Applicable to Business Liability Coverage, Exclusion k. Damage To Property, is replaced by the following:
k. Damage To Property
"Property damage" to:
1. Property you own, rent or occupy, including any costs or expenses incurred by you, or any other person, organization or entity, for repair, replacement, enhancement, restoration or maintenance of such property for any reason, including prevention of injury to a person or damage to another's property;
2. Premises you sell, give away or abandon, if the "property damage" arises out of any part of those premises;
3. Property loaned to you;
4. Personal property in the care, custody or control of the insured;
5. That particular part of any real property on which you or any contractors or subcontractors working directly or indirectly in your behalf are performing operations, if the "property damage" arises out of those operations; or
6. That particular part of any property that must be restored, repaired or replaced because "your work" was incorrectly performed on it.
Paragraph 2 of this exclusion does not apply if the premises are "your work" and were never occupied, rented or held for rental by you.
Paragraphs 1, 3, and 4, of this exclusion do not apply to "property damage" (other than damage by fire or explosion) to premises:
(1) rented to you:
(2) temporarily occupied by you with the permission of the owner, or (3) to the contents of premises rented to you for a period of 7 or fewer consecutive days.
A separate limit of insurance applies to Damage To Premises Rented To You as described in Section D — Liability and Medical Expenses Limits of Insurance.
Paragraphs 3, 4, 5, and 6 of this exclusion do not apply to liability assumed under a sidetrack agreement.
Paragraph 6 of this exclusion does not apply to "property damage" included in the "products - completed operations hazard."
2. Under B. Exclusions, 1. Applicable to Business Liability Coverage, the following paragraph is added, and replaces the similar paragraph, if any, beneath paragraph (14) of the exclusion entitled Personal and Advertising Injury:
Exclusions c, d, e, f, g, h, i, k, I, m, n, and o, do not apply to damage by fire to premises while rented to you or temporarily occupied by you with permission of the owner or to the contents of premises rented to you for a period of 7 or fewer consecutive days. A separate limit of insurance applies to this coverage as described in Section D. Liability And Medical Expenses Limits Of Insurance.
SB146932G (10-19) Page 6 of 7
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10020005760745735572244
SB146932G
(Ed. 10-19)
3. The first Paragraph under item 5. Damage To Premises Rented To You Limit of the section entitled Liability And Medical Expenses Limits Of Insurance is replaced by the following:
The most we will pay under Business Liability for damages because of "property damage" to any one premises, while rented to you or temporarily occupied by you with the permission of the owner, including contents of such premises rented to you for a period of 7 or fewer consecutive days, is the Damage to Premises Rented to You Limit. The Damage to Premises Rented to You Limit is the greater of:
a. $1,000,000; or
b. The Damage to Premises Rented to You Limit shown in the Declarations.
F. Personal and Advertising Injury — Discrimination or Humiliation
1. Under Liability and Medical Expenses Definitions, the definition of "personal and advertising injury" is amended to add the following:
h. Discrimination or humiliation that results in injury to the feelings or reputation of a natural person, but only if such discrimination or humiliation is:
(1) Not done intentionally by or at the direction of:
(a) The insured; or
(b) Any "executive officer," director, stockholder, partner, member or manager (if you are a limited liability company) of the insured; and
(2) Not directly or indirectly related to the employment, prospective employment, past employment or termination of employment of any person or person by any insured.
2. Under B. Exclusions, 1. Applicable to Business Liability Coverage, the exclusion entitled Personal and Advertising Injury is amended to add the following additional exclusions:
(15)Discrimination Relating to Room, Dwelling or Premises Caused by discrimination directly or indirectly related to the sale, rental, lease or sub -lease or prospective sale, rental, lease or sub -lease of any room, dwelling or premises by or at the direction of any insured. (16)Employment Related Discrimination
Discrimination or humiliation directly or indirectly related to the employment, prospective employment, past employment or termination of employment of any person by any insured. (17) Fines or Penalties
Fines or penalties levied or imposed by a governmental entity because of discrimination.
3. This provision (Personal and Advertising Injury — Discrimination or Humiliation) does not apply if Personal and Advertising Injury Liability is excluded either by the provisions of the Policy or by endorsement.
G. Personal and Advertising Injury - Broadened Eviction Under Liability and Medical Expenses Definitions, the definition of "Personal and advertising injury" is amended to delete Paragraph c. and replace it with the following:
c. The wrongful eviction from, wrongful entry into, or invasion of the right of private occupancy of a room dwelling or premises that a person or organization occupies committed by or on behalf of its owner, landlord or lessor.
H. Waiver of Subrogation — Blanket
We waive any right of recovery we may have against:
a. Any person or organization with whom you have a written contract that requires such a waiver.
All other terms and conditions of the Policy remain unchanged.
SB146932G (10-19) Page 7 of 7
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CNA
Policy Number B 6074573557
CNA80103XX
(09-14)
THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY.
PRIMARY AND NONCONTRIBUTORY -
OTHER INSURANCE CONDITION
This endorsement modifies insurance provided under the following:
BUSINESSOWNERS COMMON POLICY CONDITIONS
The following is added to Paragraph H. Other Insurance and supersedes any provision to the contrary:
Primary And Noncontributory Insurance
This insurance is primary to and will not seek contribution from any other insurance available to an additional insured under your policy provided that:
1. The additional insured is a Named Insured under such other insurance; and
2. You have agreed in writing in a contract or agreement that this insurance would be primary and would not seek contribution from any other insurance available to the additional insured.
All other terms and conditions of the Policy remain unchanged.
CNA80103XX (09-14)
Copyright, CNA All Rights Reserved. Includes copyrighted material of Insurance Services Office, Inc., with its permission
10020005760745735572261
CNA
Policy Number B 6074573557
ADDITIONAL INSURED - DESIGNATED PERSON OR ORGANIZATION
This endorsement modifies insurance provided under the following:
BUSINESSOWNERS LIABILITY COVERAGE FORM
SCHEDULE
Name Of Person Or Organization:
SB300113D
(Ed. 6-16)
Information required to complete this Schedule, if not shown on this endorsement, will be shown in the Declarations.
It is understood and agreed that the section entitled WHO IS AN INSURED is amended with the addition of the following:
A. The person or organization shown in the Schedule is an insured, but only with respect to such person or organization's liability for "bodily injury," "property damage" or "personal and advertising injury" caused, in whole or in part, by your acts or omissions or the acts or omissions of those acting on your behalf:
1. in the performance of your ongoing operations; or
2. in connection with premises owned by or rented to you.
B. However, if coverage for the additional insured is required by written contract or written agreement, subject always to the terms and conditions of this policy, including the limits of insurance, we will not provide such additional insured with:
1. coverage broader than required by such contract or agreement; or
2. a higher limit of insurance than required by such contract or agreement.
C. The coverage granted by this endorsement does not apply to "bodily injury" or "property damage" included within the "products -completed operations hazard."
Any coverage granted by this endorsement shall apply solely to the extent permissible by law.
All other terms and conditions of the Policy remain unchanged.
SB300113D (Ed. 6-16)
Copyright, CNA All Rights Reserved.
CNA
Policy Number B 6074573557
SB -300120-C
(Ed. 06/11)
THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY.
ADDITIONAL INSURED - OWNERS, LESSEES OR CONTRACTORS -
SCHEDULED PERSON OR ORGANIZATION - WITH PRODUCTS COMPLETED
OPERATIONS COVERAGE
This endorsement modifies insurance provided under the following:
BUSINESSOWNERS LIABILITY COVERAGE FORM
SCHEDULE*
Name Of Person Or Organization:
* Information required to complete this Schedule, if not shown on this endorsement, will be shown in the Declarations.
A. The following is added to Paragraph C. Who Is An
Insured:
4. Any person(s) or organization(s) shown in the
Schedule is also an additional insured, but only
with respect to liability for "bodily injury," "property damage" or "personal and advertising injury,"
caused, in whole or in part, by:
a. Your acts or omissions; or
b. The acts or omissions of those acting on your
behalf
in the performance of your ongoing operations for
the additional insured(s); at the location(s)
designated above; or
c. "Your work" that is included in the "products -
completed operations hazard" and performed
for the additional insured, but only if this
Policy provides such coverage, and only if the
written contract or written agreement requires
you to provide the additional insured such
coverage.
B. The insurance provided to the additional insured does not apply to "bodily injury," "property damage," or
"personal and advertising injury" arising out of:
SB -300120-C
(Ed. 06/11)
1. The rendering of, or the failure to render any
professional architectural, engineering, or
surveying services, including:
(a) The preparing, approving, or failing to prepare
or approve maps, shop drawings, opinions,
reports, surveys, field orders, change orders
or drawings and specifications; and
(b) Supervisory, inspection, architectural or
engineering activities.
2. "Bodily Injury," "property damage," or "personal
and advertising injury" arising out of any premises
or work for which the additional insured is
specifically listed as an additional insured on
another endorsement attached to this Policy.
C. The following is added to Paragraph H. of the
Businessowners Common Policy Conditions:
H. Other Insurance
This insurance is excess over any other insurance
naming the additional insured as an insured
whether primary, excess, contingent or on any
other basis unless a written contract or written
agreement specifically requires that this insurance
be either primary or primary and noncontributing.