AGREEMENT FOR PROJECT SERVICES
BETWEEN THE CITY OF REDONDO BEACH
AND PRO DOCUMENT SOLUTIONS, INC. DBA PROVOTESOLUTIONS
THIS AGREEMENT FOR PROJECT SERVICES (this "Agreement") is made between the City of Redondo Beach, a Chartered Municipal Corporation (" City") and Pro Document Solutions, Inc., a California corporation dba ProVoteSolutions (" Contractor" or "Consultant").
The parties hereby agree as follows:
A. Description of Project or Scope of Services. The project description or scope of services to be provided by Contractor, and any corresponding responsibilities of City or services required to be performed by City are set forth in Exhibit "A".
B. Term and Time of Completion. Contractor shall commence and complete the project or services described in Exhibit "A" in accordance with the schedule set forth in Exhibit "B".
C. Compensation. City agrees to pay Contractor for work performed in accordance with Exhibit "C".
GENERAL PROVISIONS
Independent Contractor. Contractor acknowledges, represents and warrants that Contractor is not a regular or temporary employee, officer, agent, joint venturer or partner of the City, but rather an independent contractor. This Agreement shall not be construed as a contract of employment. Contractor shall have no rights to any benefits which accrue to City employees unless otherwise expressly provided in this Agreement. Due to the independent contractor relationship created by this Agreement, the City shall not withhold state or federal income taxes, the reporting of which shall be Contractor's sole responsibility.
2. Brokers. Contractor acknowledges, represents and warrants that Contractor has not hired, retained or agreed to pay any entity or person any fee, commission, percentage, gift, or any other consideration, contingent upon or resulting from the award or making of this Agreement.
3. City Property. All plans, drawings, reports, calculations, data, specifications, videos, graphics or other materials prepared for or obtained pursuant to this Agreement shall upon request be delivered to the City within a reasonable time, and the rights thereto shall be deemed assigned to the City. If applicable, Contractor shall prepare check prints upon request. Said plans, drawings, reports, calculations, data, specifications, videos, graphics or other materials shall be specific for the project herein and shall not be used by the City for any other project without Contractor's consent. Notwithstanding the foregoing, Contractor shall not be obligated to assign any proprietary software or data developed by or at the direction of Contractor for Contractor's own use; provided, however, that Contractor shall, pursuant to Paragraph 14 below, indemnify, defend and hold the City harmless from and against any discovery or Public Records Act request seeking the disclosure of any such proprietary software or data.
4. Inspection. If the services set forth in Exhibit "A" shall be performed on City or other public property, the City shall have the right to inspect such work without notice. If such services shall not be performed on City or other public property, the City shall have the right to inspect such work upon reasonable notice.
Inspections by the City shall not relieve or minimize the responsibility of Contractor to conduct any inspections Contractor has agreed to perform pursuant to the terms of this Agreement. Contractor shall be solely liable for said inspections performed by Contractor. Contractor shall certify in writing to the City as to the completeness and accuracy of each inspection required to be conducted by Contractor hereunder.
5. Services. The project or services set forth in Exhibit "A" shall be performed to the full satisfaction and approval of the City. In the event that the project or services set forth in Exhibit "A" are itemized by price in Exhibit "C", the City in its sole discretion may, upon notice to Contractor, delete certain items or services set forth in Exhibit "A", in which case there shall be a corresponding reduction in the amount of compensation paid to Contractor. City shall furnish Contractor, to the extent available, with any City standards, details, specifications and regulations applicable to the Project and necessary for the performance of Contractor's services hereunder. Notwithstanding the foregoing, any and all additional data necessary for design shall be the responsibility of Contractor.
6. Records. Contractor, including any of its subcontractors, shall maintain full and complete documents and records, including accounting records, employee time sheets, work papers, and correspondence pertaining to the project or services set forth in Exhibit "A". Contractor, including any of its subcontractors, shall make such documents and records available for City review or audit upon request and reasonable notice, and shall keep such documents and records, for at least four (4) years after Contractor's completion of performance of this Agreement. Copies of all pertinent reports and correspondence shall be furnished to the City for its files.
7. Changes and Extra Work. All changes and/ or extra work under this Agreement shall be provided for by a subsequent written amendment executed by City and Contractor.
8. Additional Assistance. If this Agreement requires Contractor to prepare plans and specifications, Contractor shall provide assistance as necessary to resolve any questions regarding such plans and specifications that may arise during the period of advertising for bids, and Contractor shall issue any necessary addenda to the plans and specifications as requested. In the event Contractor is of the opinion that City's requests for addenda and assistance is outside the scope of normal services, the parties shall proceed in accordance with the changes and extra work provisions of this Agreement.
9. Professional Ability. Contractor acknowledges, represents and warrants that Contractor is skilled and able to competently provide the services hereunder, and possesses all professional licenses, certifications, and approvals necessary to engage in its occupation. City has relied upon the professional ability and training of Contractor as a material inducement to enter into this Agreement.
Contractor shall perform in accordance with generally accepted professional practices and standards of Contractor's profession.
10. Business License. Contractor shall obtain a Redondo Beach Business License before performing any services required under this Agreement. The failure to so obtain such license shall be a material breach of this Agreement and grounds for immediate termination by City; provided, however, that City may waive the business license requirement in writing under unusual circumstances without necessitating any modification of this Agreement to reflect such waiver.
11. Termination Without Default. Notwithstanding any provision herein to the contrary, the City may, in its sole and absolute discretion and without cause, terminate this Agreement at any time prior to completion by Contractor of the project or services hereunder, immediately upon written notice to Contractor. In the event of any such termination, Contractor shall be compensated for: ( 1) all authorized work satisfactorily performed prior to the effective date of termination; and ( 2) necessary materials or services of others ordered by Contractor for this Agreement prior to Contractor's receipt of notice of termination, irrespective of whether such materials or services of others have actually been delivered, and further provided that Contractor is not able to cancel such orders. Compensation for Contractor in such event shall be determined by the City in accordance with the percentage of the project or services completed by Contractor; and all of Contractor's finished or unfinished work product through the time of the City's last payment shall be transferred and assigned to the City. In conjunction with any termination of this Agreement, the City may, at its own expense, make copies or extract information from any notes, sketches, computations, drawings, and specifications or other data, whether complete or not.
12. Termination in the Event of Default. Should Contractor fail to perform any of its obligations hereunder, within the time and in the manner provided or otherwise violate any of the terms of this Agreement, the City may immediately terminate this Agreement by giving written notice of such termination, stating the reasons for such termination. Contractor shall be compensated as provided immediately above, provided, however, there shall be deducted from such amount the amount of damages, if any, sustained by the City by virtue of Contractor's breach of this Agreement.
13. Conflict of Interest. Contractor acknowledges, represents and warrants that Contractor shall avoid all conflicts of interest (as defined under any federal, state or local statute, rule or regulation, or at common law) with respect to this Agreement. Contractor further acknowledges, represents and warrants that Contractor has no business relationship or arrangement of any kind with any City official or employee with respect to this Agreement. Contractor acknowledges that in the event that Contractor shall be found by any judicial or administrative body to have any conflict of interest (as defined above) with respect to this Agreement, all consideration received under this Agreement shall be forfeited and returned to City forthwith. This provision shall survive the termination of this Agreement for one ( 1) year.
14. Indemnity. To the maximum extent permitted by law, Contractor hereby agrees, at its sole cost and expense, to defend protect, indemnify, and hold harmless the City, its elected and appointed officials, officers, employees, volunteers, attorneys, and agents ( collectively "Indemnitees") from and against any and all claims, including, without limitation, claims for bodily injury, death or damage to property, demands, charges, obligations, damages, causes of action, proceedings, suits, losses, stop payment notices, judgments, fines, liens, penalties, liabilities, costs and expenses of every kind and nature whatsoever, in any manner arising out of, incident to, related to, in connection with or arising from any act, failure to act, error or omission of Contractor's performance or work hereunder (including any of its officers, agents, employees, Subcontractors) or its failure to comply with any of its obligations contained in the Agreement, or its failure to comply with any current or prospective law, except for such loss or damage which was caused by the sole negligence or willful misconduct of the City. Contractor's obligation to indemnify shall not be restricted to insurance proceeds, if any, received by Contractor or Indemnitees. This indemnification obligation shall survive this Agreement and shall not be limited by any term of any insurance policy required under this Agreement.
a. Nonwaiver of Rights. Indemnitees do not and shall not waive any rights that they may possess against Contractor because the acceptance by City, or the deposit with City, of any insurance policy or certificate required pursuant to this Agreement.
b. Waiver of Right of Subrogation. Contractor, on behalf of itself and all parties claiming under or through it, hereby waives all rights of subrogation and contribution against the Indemnitees.
4 15. Insurance. Contractor shall comply with the requirements set forth in Exhibit " D." Insurance requirements that are waived by the City's Risk Manager do not require amendments or revisions to this Agreement.
16. Non -Liability of Officials and Employees of the City. No official or employee of the City shall be personally liable for any default or liability under this Agreement.
17. Compliance with Laws. Contractor shall comply with all federal, state and local laws, statutes, ordinances, rules and regulations, and the orders and decrees of any courts or administrative bodies or tribunals, with respect to this Agreement, including without limitation all environmental laws, employment laws, and nondiscrimination laws.
18. Limitations upon Subcontracting and Assignment. Contractor acknowledges that the services which Contractor shall provide under this Agreement are unique, personal services which, except as otherwise provided herein, Contractor shall not assign or sublet to any other party without the prior written approval of City, which approval may be withheld in the City's sole and absolute discretion. In the event that the City, in writing, approves any assignment or subletting of this Agreement or the retention of subcontractors by Contractor, Contractor shall provide to the City upon request copies of each and every subcontract prior to the execution thereof by Contractor and subcontractor. Any attempt by Contractor to assign any or all of its rights under this Agreement without first obtaining the City's prior written consent shall constitute a material default under this Agreement.
The sale, assignment, transfer or other disposition, on a cumulative basis, of twenty-five percent (25%) or more of the ownership interest in Contractor or twenty-five percent (25%) or more the voting control of Contractor (whether Contractor is a corporation, limited liability company, partnership, joint venture or otherwise) shall constitute an assignment for purposes of this Agreement.
Further, the involvement of Contractor or its assets in any transaction or series of transactions ( by way of merger, sale, acquisition, financing, transfer, leveraged buyout or otherwise), whether or not a formal assignment or hypothecation of this Agreement or Contractor's assets occurs, which reduces Contractor's assets or net worth by twenty-five percent (25%) or more shall also constitute an assignment for purposes of this Agreement.
19. Subcontractors. Contractor shall provide properly skilled professional and technical personnel to perform any approved subcontracting duties. Contractor shall not engage the services of any person or persons now employed by the City without the prior written approval of City, which approval may be withheld in the City's sole and absolute discretion.
20. Integration. This Agreement constitutes the entire agreement between the parties concerning the subject matter hereof and supersedes any previous oral or written agreement; provided, however, that correspondence or documents exchanged between Contractor and City may be used to assist in the interpretation of the exhibits to this Agreement.
21. Amendment. This Agreement may be amended or modified only by a subsequent written amendment executed by both parties.
22. Conflictina Provisions. In the event of a conflict between the terms and conditions of this Agreement and those of any exhibit or attachment hereto, this Agreement proper shall prevail. In the event of a conflict between the terms and conditions of any two or more exhibits or attachments hereto, those prepared by the City shall prevail over those prepared by Contractor.
23. Non -Exclusivity. Notwithstanding any provision herein to the contrary, the services provided by Contractor hereunder shall be non- exclusive, and City reserves the right to employ other contractors in connection with the project.
24. Exhibits. All exhibits hereto are made a part hereof and incorporated herein by reference; provided, however, that any language in Exhibit "A" which does not pertain to the project description, proposal, or scope of services (as applicable) to be provided by Contractor, or any corresponding responsibilities of City, shall be deemed extraneous to, and not a part of, this Agreement.
25. Time of Essence. Time is of the essence of this Agreement.
26. Confidentiality. To the extent permissible under law, Contractor shall keep confidential its obligations hereunder and the information acquired during the performance of the project or services hereunder.
27. Third Parties. Nothing herein shall be interpreted as creating any rights or benefits in any third parties. For purposes hereof, transferees or assignees as permitted under this Agreement shall not be considered "third parties."
28. Governing Law and Venue. This Agreement shall be construed in accordance with the laws of the State of California without regard to principles of conflicts of law. Venue for any litigation or other action arising hereunder shall reside exclusively in the Superior Court of the County of Los Angeles, Southwest Judicial District.
29. Attorneys' Fees. In the event either party to this Agreement brings any action to enforce or interpret this Agreement, the prevailing party in such action shall be entitled to reasonable attorneys' fees ( including expert witness fees) and costs.
This provision shall survive the termination of this Agreement.
30. Claims. Any claim by Contractor against City hereunder shall be subject to Government Code §§ 800 et seq. The claims presentation provisions of said Act are hereby modified such that the presentation of all claims hereunder to the City shall be waived if not made within six (6) months after accrual of the cause of action.
31. Interpretation. Contractor acknowledges that it has had ample opportunity to seek legal advice with respect to the negotiation of this Agreement. This Agreement shall be interpreted as if drafted by both parties.
32. Warranty. In the event that any product shall be provided to the City as part of this Agreement, Contractor warrants as follows: Contractor possesses good title to the product and the right to transfer the product to City; the product shall be delivered to the City free from any security interest or other lien; the product meets all specifications contained herein; the product shall be free from material defects in materials and workmanship under normal use for a period of one ( 1) year from the date of delivery; and the product shall be fit for its intended purpose( s). Notwithstanding the foregoing, consumable and maintenance items such as light bulbs and batteries) shall be warranted for a period of thirty (30) days from the date of delivery. All repairs during the warranty period shall be promptly performed by Contractor, at Contractor's expense, including shipping.
Contractor shall not be liable under this warranty for an amount greater than the amount set forth in Exhibit "C" hereto.
33. Severance. Any provision of this Agreement that is found invalid or unenforceable shall be deemed severed and all remaining provisions of this Agreement shall remain enforceable to the fullest extent permitted by law.
34. Authority. City warrants and represents that upon City Council approval, the Mayor of the City of Redondo Beach is duly authorized to enter into and execute this Agreement on behalf of City. The party signing on behalf of Contractor warrants and represents that he or she is duly authorized to enter into and execute this Agreement on behalf of Contractor, and shall be personally liable to City if he or she is not duly authorized to enter into and execute this Agreement on behalf of Contractor.
35. Waiver. The waiver by the City of any breach of any term or provision of this Agreement shall not be construed as a waiver of any subsequent breach.
SIGNATURES FOLLOW ON NEXT PAGE
IN WITNESS WHEREOF, the parties have executed this Agreement in Redondo Beach, California, as of this 2nd day of August, 2022.
CITY OF REDONDO BEACH,
a chartered municipal corporation
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William C. Brand, Mayor
ATTEST:
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Eleanor Manzano, City Clerk
APPROVED AS TO FORM:
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Michael W. Webb, City Attorney
PRO DOCUMENT SOLUTIONS, INC.,
a California corporation dba ProVoteSolutions
By:
Name
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Paul Mankey
President
APPROVED:
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Diane Strickfaden, Risk Manager
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EXHIBIT " A"
PROJECT DESCRIPTION AND/OR SCOPE OF SERVICES
CONTRACTOR' S DUTIES
Contractor shall provide all the labor, materials, equipment, and incidentals to provide ballots, envelope special, insertion & addressing and mailing services as set forth below and described in Exhibit "C".
A. Print and finish ballots as in accordance with State Law.
B. Provide ballots in the English language, and Spanish translation for on demand ballots and voter information.
C. Tint and watermark the Ballot in accordance with the California Secretary of State specifications.
D. Provide all ballot proofs to the City for approval prior to printing.
E. Ensure the ballots do not have common backs. Print a unique back for each ballot type.
F. Print each ballot card with its identifying precinct number and ballot type on the front and back upper right corner.
G. Ensure ballots provided under this Agreement shall include vote -by -mail ballots, counter and office ballots.
H. Ensure ballots are two sided 11 - inch ( 11") with stub. Provide cards per each ballot. However, the size and number of cards per ballot will be dependent on the number of candidates, initiatives and measures that must fit on each ballot.
I. Fold vote -by -mail ballots.
J. Insert ballots, pamphlets and address envelopes into the Vote by mail envelopes in accordance with the database files provided by the City.
K. Deliver ballots to USPS for mailing.
9 L. In the event additional ballots or test decks are required during the term of this Agreement, provide the materials at the rates described in Exhibit "C".
M. Print Voter Information Pamphlets in accordance with State Law.
N. Insert Voter Information Pamphlets into Vote by mail envelopes.
O. Print, address and mail postcard to households (if voter registration database can be parsed to one residential address) in accordance with the database files provided by the City.
P. Perform any other duties upon City' s request, including performing any services related to a runoff election.
II. CITY RESPONSIBILITIES
City shall perform the following duties.
A. Provide all ballot layouts for ballot production.
B. Provide the text for the Voter Information Guide pages.
C. Provide Spanish translations for Spanish ballot and voter information guide text where required by law.
D. Incur all postage costs for mailings.
E. Provide the mailing list database files for the information described in Sections U and I. O.
10 EXHIBIT " B"
SCHEDULE FOR COMPLETION
TERM. The term of this Agreement shall commence August 2, 2022 and expire August 1, 2023 ("Term"), unless otherwise terminated as herein provided. 11 EXHIBIT " C"
COMPENSATION
Provided Contractor is not in default under this Agreement, Contractor shall be compensated as provided below.
A. AMOUNT. Contractor shall be paid in accordance with the unit price in the attached schedule as the quantity of items may vary dependent on the number of voters. However, in no event shall Contractor's compensation exceed $ 87,300.02.
B. METHOD OF PAYMENT. Contractor shall provide invoices indicating the services performed and materials purchased during the prior month to City for approval and payment. Invoices must be itemized, adequately detailed, based on accurate records, and in a form reasonably satisfactory to City. Contractor may be required to provide back-up material upon request.
C. SCHEDULE FOR PAYMENT. City agrees to pay Contractor within ( 45) days of receipt and approval of the monthly invoice; provided, however, that services are completed to the City's full satisfaction.
D. NOTICE. Written notices to City and Contractor shall be given by registered or certified mail, postage prepaid and addressed to or personally served on the following parties.
Contractor: Pro Document Solutions, Inc. dba ProVoteSolutions 90 W. Poplar Avenue
Porterville, CA 93257
Attention: Brad Stiers, President
City: City of Redondo Beach
The City Clerk' s Office
415 Diamond Street
Redondo Beach, CA 90277
Attention: Eleanor Manzano
All notices, including notices of address changes, provided under this Agreement are deemed received on the third day after mailing if sent by registered or certified mail.
Changes in the respective address set forth above may be made from time to time by any party upon written notice to the other party.
12 90 West Poplar Avenue, Porterville, CA 93257
i I
Phone 559 719- 2136
Fax 559 719- 2111 is
m, M
July 2022
INVOICE - COST BREAKDOWN
BILL TO: CITY OF REDONDO BEACH
415 DIAMOND ST
REDONDO BEACH, CA 90277
Recall Election
City Wide
OFFICIAL BALLOTS 17,827.55
1 Machine Setup @ 450. 00 / Lot 450.00
10 Digital Print/ Per Precinct @ 80. 00 / ea 800.00
49, 000 Vote by Mail Ballots English - 11" Ballot @ 330. 00 / M 16, 170. 00 235 Vote by Mail Ballots Spanish - 11" Ballot @ 330. 00 / M 77. 55 1, 000 Printing Counter/ Office Ballots - 11" @ 330. 00 / M 330.00 1 SET OF PREMARKED TEST DECKS 228.00
10 Setup: Total Precincts @ 16. 00 / ea 160. 00
200 11" Ballot @ 0. 34 / ea 68. 00
INKJET ADDRESSING AND MAILING 22,241.43
Data Processing and Setup 1st initial
1 mailing -English @ 499. 00 / per ea 499. 00
1 Data Processing and Setup - Spanish @ 499. 00 / per ea 499. 00 10 Machine Set up - Per Precinct @ 14. 00 / ea 140. 00
49, 235 Run Charge - 1 Ballot with Pamphlet @ 399. 00 per M 19, 644.77 1 Data Processing and Setup Supplemental @ 248. 00 / per ea 248. 00 10 Machine Setup - per Precinct @ 14. 00 / ea 140. 00
1, 340 Run Charge - 1 Ballot with Pamphlet @ 799. 00 / M 1, 070.66 VOTER INFORMATION PAMPHLETS 34,175.64
2 E ection Setup -Covers @ 950. 00 / Lot 1, 900.00
2 Ballot Type Changes @ 100. 00 / ea 200. 00
4 Sample Ballot Page Set- up @ 105. 00 / ea 420.00
Candidate Statement and Measure Page
13 Setups @ 105. 00 / ea 1, 365. 00
Candidate Statement and Measure Page
7 Setups - Spanish @ 105. 00 / ea 735. 00
Electronic Copy Input
13 Candidate Statement/ Measures @ 56. 00 / ea 728.00
7 Candidate Statement/ Measures- Spanish @ 56. 00 / ea 392.00 13 Booklet Run Charges
50, 000 24 Page ( 12 Part)
400 16 Page ( 8 Part)
Misc. Book Charges
5 Fillers Pages and Misc Pages
5 Fillers Pages and Misc Pages - Spanish
@ $ 545. 20 M 27, 260.00
@ $ 389. 10 M 155. 64
@ $ 102. 00 ea 510. 00
@ $ 102. 00 ea 510. 00
ELECTION POSTCARD $ 5,642.00
Election Postcard - 8. 5 x 5. 5 Wht
49, 000 cardstock Black ink front and back @ $ 48. 00 / M $ 2, 352. 00 1 Data Processing & Setup Charge @ $ 350. 00 / Lot $ 350. 00 49, 000 Pieces Inkjet Address/ Mailing @ $ 60. 00 / M $ 2, 940. 00
ESTIMATE DOES NOT INCLUDE
TRANSLATIONS
14 SUBTOTAL $ 80, 114.62
TAXES $ 5, 185.40
FREIGHT $ 2,000
TOTAL $ 87,300.02
EXHIBIT " D"
INSURANCE REQUIREMENTS FOR CONTRACTORS
Without limiting Contractor's indemnification obligations under this Agreement, Contractor shall procure and maintain for the duration of the contract insurance against claims for injuries to persons or damages to property which may arise from or in connection with the performance of the work hereunder by the Contractor, its agents, representatives, or employees.
Minimum Scope of Insurance
Coverage shall be at least as broad as:
Insurance Services Office Commercial General Liability coverage ( occurrence form CG 0001).
Insurance Services Office form number CA 0001 ( Ed. 1/ 87) covering Automobile Liability, code 1 ( any auto).
Workers' Compensation insurance as required by the State of California.
Employer's Liability Insurance.
Minimum Limits of Insurance
Contractor shall maintain limits no less than:
General Liability: $ 1, 000, 000 per occurrence for bodily injury, personal injury and property damage. The general aggregate limit shall apply separately to this project.
Automobile Liability: $ 1, 000,000 per accident for bodily injury and property damage.
Employer's Liability: $ 1, 000, 000 per accident for bodily injury or disease.
Deductibles and Self -Insured Retentions
Any deductibles or self-insured retentions must be declared to and approved by the City. At the option of the City, either: ( 1) the insurer shall reduce or eliminate such deductibles or self-insured retentions as respects the City, its officers, officials, employees and volunteers or (2) the Contractor shall provide a financial guarantee satisfactory to the City guaranteeing payment of losses and related investigations, claim administration and defense expenses.
15 Other Insurance Provisions
The general liability and automobile liability policies are to contain, or be endorsed to contain, the following provisions:
Additional Insured Endorsement:
General Liability: The City, its officers, elected and appointed officials, employees, and volunteers shall be covered as insureds with respect to liability arising out of work performed by or on behalf of the Contractor. General liability coverage can be provided in the form of an endorsement to the Contractor's insurance, or as a separate owner' s policy.
Automobile Liability: The City, its officers, elected and appointed officials, employees, and volunteers shall be covered as insureds with respect to liability arising out of automobiles owned, leased, hired or borrowed by or on behalf of the Contractor.
For any claims related to this project, the Contractor's insurance coverage shall be primary insurance as respects the City, its officers, elected and appointed officials, employees, and volunteers. Any insurance or self-insurance maintained by the City, its officers, officials, employees, or volunteers shall be excess of the Contractor's insurance and shall not contribute with it.
Each insurance policy required by this clause shall be endorsed to state that coverage shall not be canceled by either party, except after thirty (30) days prior written notice by certified mail, return receipt requested, has been given to the City.
Each insurance policy shall be endorsed to state that the inclusion of more than one insured shall not operate to impair the rights of one insured against another insured, and the coverages afforded shall apply as though separate policies had been issued to each insured.
Each insurance policy shall be in effect prior to awarding the contract and each insurance policy or a successor policy shall be in effect for the duration of the project.
The maintenance of proper insurance coverage is a material element of the contract and failure to maintain or renew coverage or to provide evidence of renewal may be treated by the City as a material breach of contract on the Contractor's part.
Acceptability of Insurers
Insurance shall be placed with insurers with a current A.M. Best's rating of no less than A:VII and which are authorized to transact insurance business in the State of California by the Department of Insurance.
16 Verification of Coverage
Contractor shall furnish the City with original certificates and amendatory endorsements effecting coverage required by this clause. The endorsements should be on the City authorized forms provided with the contract specifications. Standard ISO forms which shall be subject to City approval and amended to conform to the City's requirements may be acceptable in lieu of City authorized forms. All certificates and endorsements shall be received and approved by the City before the contract is awarded. The City reserves the right to require complete, certified copies of all required insurance policies, including endorsements effecting the coverage required by these specifications at any time.
Subcontractors
Contractor shall include all subcontractors as insured under its policies or shall furnish separate certificates and endorsements for each subcontractor. All coverages for subcontractors shall be subject to all of the requirements stated herein.
Risk Management
Contractor acknowledges that insurance underwriting standards and practices are subject to change, and the City reserves the right to make changes to these provisions in the reasonable discretion of its Risk Manager.
17 PRODOCU- 01 1JONES
CERTIFICATE OF LIABILITY INSURANCE
DATE (MM/ DD/YYYY)
7/ 25/2022
THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS
CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER, AND THE CERTIFICATE HOLDER.
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).
PRODUCER License # 0305584
Morris & Garritano Insurance Agency, Inc.
PO Drawer 1189
San Luis Obispo, CA 93406
CONTACT Janelle Jones
NAME:
PHONE 805 543- 6887 389 FAX
A/C, No, Ext): ( ) ( A/ C, No):( 805 805) 543-3064
ADDRESS: jjones@morrisgarritano. com
INSURER(S) AFFORDING COVERAGE NAIC #
INSURERA: West American Insurance Company 44393
INSURED INSURER B: Ohio Security Insurance Company 24082 PRODocumentSolutions, Inc.
DBA: ProVote Solutions
1760 Commerce Way
INSURER C: American Fire and Casualty Company 24066
INSURER D: Employers Assurance Company 25402
Paso Robles, CA 93446 INSURER E: Travelers Casualty and Surety Company of America 31194 INSURER F:
100, 000
COVERAGES CERTIFICATE NUMBER: REVISION NUMBER:
THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS
CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS.
INSR
LTR TYPE OF INSURANCE ADDL INSD SUBR WVD POLICY NUMBER
POLICY EFF
MM/ DD/YYYY
POLICY EXP
MMIDD/YYYY LIMITS
A X COMMERCIAL GENERAL LIABILITY EACH OCCURRENCE
1, 000, 000
CLAIMS -MADE X OCCUR X BKW64146377 1/ 1/ 2022 1/ 1/ 2023 DAMAGE TO RENTED PREMISES Ea occurrence
100, 000
MED EXP ( Any oneperson)
5, 000
PERSONAL & ADV INJURY
1, 000, 000
AGGREGATE LIMIT APPLIES PER: GENERAL AGGREGATE
2, 000, 000
GEN' L
X POLICY [::] JECT LOC PRODUCTS - COMP/OP AGG
2, 000, 000
OTHER:
B AUTOMOBILE LIABILITY COMBINED SINGLE LIMIT
Ea accident
1 000 000
X ANY AUTO X BAS64146377 1/ 1/ 2022 1/ 1/ 2023 BODILY INJURY Perperson)
OWNED SCHEDULED
AUTOS ONLY AUTOS BODILY INJURY Per accident
PROPERTY DAMAGE
Per accident
HIRED NON -OWNED
AUTOS ONLY AUTOS ONLY
C X UMBRELLA LIAB X OCCUR EACH OCCURRENCE
2' 000' 000
EXCESS LIAB CLAIMS -MADE ESA64146377 1/ 1/ 2022 1/ 1/ 2023
AGGREGATE
2' 000' 000
DED X RETENTION $ 0
D WORKERS COMPENSATION
AND EMPLOYERS' LIABILITY
ANY PROPRIETOR/ PARTNER/EXECUTIVE
YIN
OFFICER/ MEMBER EXCLUDED?
Mandatory in NH)
N / A
EIG293964602 1/ 1/ 2022 1/ 1/ 2023
X
PER OTHSTATUTE ER
E. L. EACH ACCIDENT
1' 000' 000
E. L. DISEASE - EA EMPLOYEE
1' 000' 000
If yes, describe under
DESCRIPTION OF OPERATIONS below E. L. DISEASE - POLICY LIMIT 1, 000, 000
E Professional Liabili 106332002 1/ 1/ 2022 1/ 1/ 2023 Claim 1, 000, 000/Aggr 3, 000, 000 DESCRIPTION OF OPERATIONS / LOCATIONS / VEHICLES ( ACORD 1D1, Additional Remarks Schedule, may be attached if more space is required) If required by written contract, The City, its officers, elected and appointed officials, employees, and volunteers are additional insureds as respects to the following:
See forms attached as triggered by written contract:
GL: AI/ PNC - CG8810 0413, NOC - Form to be issued by carrier; AL: AI/ PNC - AC8543 0821, NOC - Form to be issued by carrier.
CERTIFICATE HOLDER CANCELLATION
ACORD 25 ( 2016/ 03) © 1988- 2015 ACORD CORPORATION. All rights reserved.
The ACORD name and logo are registered marks of ACORD
SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE CitY of Redondo Beach, a Chartered Municipal P Corporation P
THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS.
The City Clerk's Office
415 Diamond Street
AUTHORIZED REPRESENTATIVE
7 I A
Redondo Beach, CA 90277
I I ACORD 25 ( 2016/ 03) © 1988- 2015 ACORD CORPORATION. All rights reserved.
The ACORD name and logo are registered marks of ACORD
COMMERCIAL GENERAL LIABILITY
CG 88 10 04 13
THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY.
COMMERCIAL GENERAL LIABILITY EXTENSION
This endorsement modifies insurance provided under the following:
COMMERCIAL GENERAL LIABILITY COVERAGE PART
In
SUBJECT PAGE
NON -OWNED AIRCRAFT 2
NON -OWNED WATERCRAFT 2
PROPERTY DAMAGE LIABILITY - ELEVATORS 2
EXTENDED DAMAGE TO PROPERTY RENTED TO YOU ( Tenant' s Property Damage) 2 MEDICAL PAYMENTS EXTENSION 3
EXTENSION OF SUPPLEMENTARY PAYMENTS - COVERAGES A AND B 3 ADDITIONAL INSUREDS - BY CONTRACT, AGREEMENT OR PERMIT 3 PRIMARY AND NON-CONTRIBUTORY- ADDITIONAL INSURED EXTENSION 5 ADDITIONAL INSUREDS - EXTENDED PROTECTION OF YOUR " LIMITS OF INSURANCE" 6
WHO IS AN INSURED - INCIDENTAL MEDICAL ERRORS/ MALPRACTICE AND WHO IS AN INSURED - FELLOW EMPLOYEE EXTENSION - MANAGEMENT EMPLOYEES 6 NEWLY FORMED OR ADDITIONALLY ACQUIRED ENTITIES 7
FAILURE TO DISCLOSE HAZARDS AND PRIOR OCCURRENCES 7
KNOWLEDGE OF OCCURRENCE, OFFENSE, CLAIM OR SUIT 7
LIBERALIZATION CLAUSE 7
BODILY INJURY REDEFINED 7
EXTENDED PROPERTY DAMAGE 8
WAIVER OF TRANSFER OF RIGHTS OF RECOVERY AGAINST OTHERS TO US - 8 ATjW141 NX01 11: 71/_ di7 : 7_[ ti17[r7: 7 i il i liia•'[ 11 O 2013 Liberty Mutual Insurance
CG 88 10 04 13 Includes copyrighted material of Insurance Services Office, Inc., with its permission. Page 1 of 8 With respect to coverage afforded by this endorsement, the provisions of the policy apply unless modified by the endorsement.
A. NON -OWNED AIRCRAFT
Under Paragraph 2. Exclusions of Section I - Coverage A - Bodily Injury And Property Damage Liability, exclusion g. Aircraft, Auto Or Watercraft does not apply to an aircraft provided:
1. It is not owned by any insured;
2. It is hired, chartered or loaned with a trained paid crew;
3. The pilot in command holds a currently effective certificate, issued by the duly constituted authority of the United States of America or Canada, designating her or him a commercial or airline pilot; and
4. It is not being used to carry persons or property for a charge.
However, the insurance afforded by this provision does not apply if there is available to the insured other valid and collectible insurance, whether primary, excess ( other than insurance written to apply specifically in excess of this policy), contingent or on any other basis, that would also apply to the loss covered under this provision.
B. NON -OWNED WATERCRAFT
Under Paragraph 2. Exclusions of Section I - Coverage A - Bodily Injury And Property Damage Liability, Subparagraph ( 2) of exclusion g. Aircraft, Auto Or Watercraft is replaced by the following:
This exclusion does not apply to:
2) A watercraft you do not own that is:
a) Less than 52 feet long; and
b) Not being used to carry persons or property for a charge.
C. PROPERTY DAMAGE LIABILITY - ELEVATORS
1. Under Paragraph 2. Exclusions of Section I - Coverage A - Bodily Injury And Property Damage Liability, Subparagraphs ( 3), ( 4) and ( 6) of exclusion j. Damage To Property do not apply if such " property damage" results from the use of elevators. For the purpose of this provision, elevators do not include vehicle lifts. Vehicle lifts are lifts or hoists used in automobile service or repair operations.
2. The following is added to Section IV - Commercial General Liability Conditions, Condition 4. Other Insurance, Paragraph b. Excess Insurance:
The insurance afforded by this provision of this endorsement is excess over any property insurance, whether primary, excess, contingent or on any other basis.
D. EXTENDED DAMAGE TO PROPERTY RENTED TO YOU ( Tenant' s Property Damage) If Damage To Premises Rented To You is not otherwise excluded from this Coverage Part:
0 1. Under Paragraph 2. Exclusions of Section I - Coverage A - Bodily Injury and Property Damage Liability:
a. The fourth from the last paragraph of exclusion j. Damage To Property is replaced by the following:
Paragraphs ( 1), ( 3) and ( 4) of this exclusion do not apply to " property damage" ( other than damage by fire, lightning, explosion, smoke, or leakage from an automatic fire protection system) to:
i) Premises rented to you for a period of 7 or fewer consecutive days; or ii) Contents that you rent or lease as part of a premises rental or lease agreement for a period of more than 7 days.
Paragraphs ( 1), ( 3) and ( 4) of this exclusion do not apply to " property damage" to contents of premises rented to you for a period of 7 or fewer consecutive days.
A separate limit of insurance applies to this coverage as described in Section III - Limits of Insurance.
O 2013 Liberty Mutual Insurance
CG 88 10 04 13 Includes copyrighted material of Insurance Services Office, Inc., with its permission. Page 2 of 8 b. The last paragraph of subsection 2. Exclusions is replaced by the following:
Exclusions c. through n. do not apply to damage by fire, lightning, explosion, smoke or leakage from automatic fire protection systems to premises while rented to you or temporarily occupied by you with permission of the owner. A separate limit of insurance applies to Damage To Premises Rented To You as described in Section III - Limits Of Insurance.
2. Paragraph 6. under Section III - Limits Of Insurance is replaced by the following:
6. Subject to Paragraph 5. above, the Damage To Premises Rented To You Limit is the most we will pay under Coverage A for damages because of " property damage" to:
a. Any one premise:
1) While rented to you; or
2) While rented to you or temporarily occupied by you with permission of the owner for damage by fire, lightning, explosion, smoke or leakage from automatic protection systems; or b. Contents that you rent or lease as part of a premises rental or lease agreement.
3. As regards coverage provided by this provision D. EXTENDED DAMAGE TO PROPERTY RENTED TO YOU ( Tenant' s Property Damage) - Paragraph 9. a. of Definitions is replaced with the following:
9. a. A contract for a lease of premises. However, that portion of the contract for a lease of premises that indemnifies any person or organization for damage by fire, lightning, explosion, smoke, or leakage from automatic fire protection systems to premises while rented to you or temporarily occupied by you with the permission of the owner, or for damage to contents of such premises that are included in your premises rental or lease agreement, is not an " insured contract".
E. MEDICAL PAYMENTS EXTENSION
If Coverage C Medical Payments is not otherwise excluded, the Medical Payments provided by this policy are amended as follows:
Under Paragraph 1. Insuring Agreement of Section I - Coverage C - Medical Payments, Subparagraph b) of Paragraph a. is replaced by the following:
b) The expenses are incurred and reported within three years of the date of the accident; and F. EXTENSION OF SUPPLEMENTARY PAYMENTS - COVERAGES A AND B
1. Under Supplementary Payments - Coverages A and B, Paragraph 1. b. is replaced by the following:
b. Up to $ 3, 000 for cost of bail bonds required because of accidents or traffic law violations arising out of the use of any vehicle to which the Bodily Injury Liability Coverage applies. We do not have to furnish these bonds.
2. Paragraph 1. d. is replaced by the following:
d. All reasonable expenses incurred by the insured at our request to assist us in the investigation or defense of the claim or " suit", including actual loss of earnings up to $ 500 a day because of time off from work.
G. ADDITIONAL INSUREDS - BY CONTRACT, AGREEMENT OR PERMIT
1. Paragraph 2. under Section II - Who Is An Insured is amended to include as an insured any person or organization whom you have agreed to add as an additional insured in a written contract, written agreement or permit. Such person or organization is an additional insured but only with respect to liability for " bodily injury", " property damage" or " personal and advertising injury" caused in whole or in part by:
a. Your acts or omissions, or the acts or omissions of those acting on your behalf, in the performance of your on going operations for the additional insured that are the subject of the written contract or written agreement provided that the " bodily injury" or " property damage" occurs, or the " personal and advertising injury" is committed, subsequent to the signing of such written contract or written agreement; or
O 2013 Liberty Mutual Insurance
CG 88 10 04 13 Includes copyrighted material of Insurance Services Office, Inc., with its permission. Page 3 of 8 b. Premises or facilities rented by you or used by you; or c. The maintenance, operation or use by you of equipment rented or leased to you by such person or organization; or
d. Operations performed by you or on your behalf for which the state or political subdivision has issued a permit subject to the following additional provisions:
1) This insurance does not apply to " bodily injury", " property damage", or " personal and advertising injury" arising out of the operations performed for the state or political subdivision; 2) This insurance does not apply to " bodily injury" or " property damage" included within the completed operations hazard".
3) Insurance applies to premises you own, rent, or control but only with respect to the following hazards:
a) The existence, maintenance, repair, construction, erection, or removal of advertising 4 signs, awnings, canopies, cellar entrances, coal holes, driveways, manholes, marquees, hoist away openings, sidewalk vaults, street banners, or decorations and similar exposures; or b) The construction, erection, or removal of elevators; or o( c) The ownership, maintenance, or use of any elevators covered by this insurance.
However:
1. The insurance afforded to such additional insured only applies to the extent permitted by law; and
2. If coverage provided to the additional insured is required by a contract or agreement, the insurance afforded to such additional insured will not be broader than that which you are required by the contract or agreement to provide for such additional insured.
With respect to Paragraph 1. a. above, a person' s or organization' s status as an additional insured under this endorsement ends when:
1) All work, including materials, parts or equipment furnished in connection with such work, on the project ( other than service, maintenance or repairs) to be performed by or on behalf of the additional insured( s) at the location of the covered operations has been completed; or 2) That portion of " your work" out of which the injury or damage arises has been put to its intended use by any person or organization other than another contractor or subcontractor engaged in performing operations for a principal as a part of the same project.
With respect to Paragraph 1. b. above, a person' s or organization' s status as an additional insured under this endorsement ends when their written contract or written agreement with you for such premises or facilities ends.
With respects to Paragraph 1. c. above, this insurance does not apply to any " occurrence" which takes place after the equipment rental or lease agreement has expired or you have returned such equipment to the lessor.
The insurance provided by this endorsement applies only if the written contract or written agreement is signed prior to the " bodily injury" or " property damage".
We have no duty to defend an additional insured under this endorsement until we receive written notice of a " suit" by the additional insured as required in Paragraph b. of Condition 2. Duties In the Event Of Occurrence, Offense, Claim Or Suit under Section IV - Commercial General Liability Conditions.
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CG 88 10 04 13 Includes copyrighted material of Insurance Services Office, Inc., with its permission. Page 4 of 8
2. With respect to the insurance provided by this endorsement, the following are added to Paragraph 2.
Exclusions under Section I - Coverage A - Bodily Injury And Property Damage Liability:
This insurance does not apply to:
a. " Bodily injury" or " property damage" arising from the sole negligence of the additional insured. b. " Bodily injury" or " property damage" that occurs prior to you commencing operations at the location where such " bodily injury" or " property damage" occurs. c. " Bodily injury", " property damage" or " personal and advertising injury" arising out of the rendering of, or the failure to render, any professional architectural, engineering or surveying services, including:
1) The preparing, approving, or failing to prepare or approve, maps, shop drawings, opinions, reports, surveys, field orders, change orders or drawings and specifications; or 2) Supervisory, inspection, architectural or engineering activities.
This exclusion applies even if the claims against any insured allege negligence or other wrongdoing in the supervision, hiring, employment, training or monitoring of others by that insured, if the " occurrence" which caused the " bodily injury" or " property damage", or the offense which caused the personal and advertising injury", involved the rendering of, or the failure to render, any professional architectural, engineering or surveying services.
d. " Bodily injury" or " property damage" occurring after:
1) All work, including materials, parts or equipment furnished in connection with such work, on the project ( other than service, maintenance or repairs) to be performed by or on behalf of the additional insured( s) at the location of the covered operations has been completed; or 2) That portion of " your work" out of which the injury or damage arises has been put to its intended use by any person or organization other than another contractor or subcontractor engaged in performing operations for a principal as a part of the same project. e. Any person or organization specifically designated as an additional insured for ongoing operations by a separate ADDITIONAL INSURED - OWNERS, LESSEES OR CONTRACTORS endorsement issued by us and made a part of this policy.
3. With respect to the insurance afforded to these additional insureds, the following is added to Section III Limits Of Insurance:
If coverage provided to the additional insured is required by a contract or agreement, the most we will pay on behalf of the additional insured is the amount of insurance:
a. Required by the contract or agreement; or
b. Available under the applicable Limits of Insurance shown in the Declarations; whichever is less.
This endorsement shall not increase the applicable Limits of Insurance shown in the Declaratio ns.
H. PRIMARY AND NON- CONTRIBUTORY ADDITIONAL INSURED EXTENSION This provision applies to any person or organization who qualifies as an additional insured under any form or endorsement under this policy.
Condition 4. Other Insurance of SECTION IV - COMMERCIAL GENERAL LIABILITY CONDITIONS is amended as follows:
a. The following is added to Paragraph a. Primary Insurance:
If an additional insured' s policy has an Other Insurance provision making its policy excess, and you have agreed in a written contract or written agreement to provide the additional insured coverage on a primary and noncontributory basis, this policy shall be primary and we will not seek contribution from the additional insured' s policy for damages we cover.
O 2013 Liberty Mutual Insurance
CG 88 10 04 13 Includes copyrighted material of Insurance Services Office, Inc., with its permission. Page 5 of 8 b. The following is added to Paragraph b. Excess Insurance:
When a written contract or written agreement, other than a premises lease, facilities rental contract or agreement, an equipment rental or lease contract or agreement, or permit issued by a state or political subdivision between you and an additional insured does not require this insurance to be primary or primary and non- contributory, this insurance is excess over any other insurance for which the additional insured is designated as a Named Insured.
Regardless of the written agreement between you and an additional insured, this insurance is excess over any other insurance whether primary, excess, contingent or on any other basis for which the additional insured has been added as an additional insured on other policies.
I. ADDITIONAL INSUREDS - EXTENDED PROTECTION OF YOUR " LIMITS OF INSURANCE" This provision applies to any person or organization who qualifies as an additional insured under any form or endorsement under this policy.
1. The following is added to Condition 2. Duties In The Event Of Occurrence, Offense, Claim or Suit:
An additional insured under this endorsement will as soon as practicable:
a. Give written notice of an " occurrence" or an offense that may result in a claim or " suit" under this insurance to us;
b. Tender the defense and indemnity of any claim or " suit" to all insurers whom also have insurance available to the additional insured; and
c. Agree to make available any other insurance which the additional insured has for a loss we cover under this Coverage Part.
d. We have no duty to defend or indemnify an additional insured under this endorsement until we receive written notice of a " suit" by the additional insured.
2. The limits of insurance applicable to the additional insured are those specified in a written contract or written agreement or the limits of insurance as stated in the Declarations of this policy and defined in Section III - Limits of Insurance of this policy, whichever are less. These limits are inclusive of and not in addition to the limits of insurance available under this policy.
J. WHO IS AN INSURED - INCIDENTAL MEDICAL ERRORS/ MALPRACTICE
WHO IS AN INSURED - FELLOW EMPLOYEE EXTENSION - MANAGEMENT EMPLOYEES Paragraph 2. a.( 1) of Section II - Who Is An Insured is replaced with the following:
1) " Bodily injury" or " personal and advertising injury":
a) To you, to your partners or members ( if you are a partnership or joint venture), to your members ( if you are a limited liability company), to a co -"employee" while in the course of his or her employment or performing duties related to the conduct of your business, or to your other " volunteer workers" while performing duties related to the conduct of your business; b) To the spouse, child, parent, brother or sister of that co -"employee" or " volunteer worker" as a consequence of Paragraph ( 1) ( a) above;
c) For which there is any obligation to share damages with or repay someone else who must pay damages because of the injury described in Paragraphs ( 1) ( a) or ( b) above; or d) Arising out of his or her providing or failing to provide professional health care services. However, if you are not in the business of providing professional health care services or providing professional health care personnel to others, or if coverage for providing professional health care services is not otherwise excluded by separate endorsement, this provision ( Paragraph ( d)) does not apply.
Paragraphs ( a) and ( b) above do not apply to " bodily injury" or " personal and advertising injury" caused by an " employee" who is acting in a supervisory capacity for you. Supervisory capacity as used herein means the " employee' s" job responsibilities assigned by you, includes the direct supervision of other " employees" of yours. However, none of these " employees" are insureds for " bodily injury" or " personal and O 2013 Liberty Mutual Insurance
CG 88 10 04 13 Includes copyrighted material of Insurance Services Office, Inc., with its permission. Page 6 of 8 advertising injury" arising out of their willful conduct, which is defined as the purposeful or willful intent to cause " bodily injury" or " personal and advertising injury", or caused in whole or in part by their intoxication by liquor or controlled substances.
The coverage provided by provision J. is excess over any other valid and collectable insurance available to your " employee".
K. NEWLY FORMED OR ADDITIONALLY ACQUIRED ENTITIES
Paragraph 3. of Section II - Who Is An Insured is replaced by the following:
3. Any organization you newly acquire or form and over which you maintain ownership or majority interest, will qualify as a Named Insured if there is no other similar insurance available to that organization. However:
a. Coverage under this provision is afforded only until the expiration of the policy period in which the entity was acquired or formed by you;
b. Coverage A does not apply to " bodily injury" or " property damage" that occurred before you acquired or formed the organization; and
c. Coverage B does not apply to " personal and advertising injury" arising out of an offense committed before you acquired or formed the organization. d. Records and descriptions of operations must be maintained by the first Named Insured.
No person or organization is an insured with respect to the conduct of any current or past partnership, joint venture or limited liability company that is not shown as a Named Insured in the Declarations or qualifies as an insured under this provision.
L. FAILURE TO DISCLOSE HAZARDS AND PRIOR OCCURRENCES
Under Section IV - Commercial General Liability Conditions, the following is added to Condition 6. Representations:
Your failure to disclose all hazards or prior ' occurrences" existing as of the inception date of the policy shall not prejudice the coverage afforded by this policy provided such failure to disclose all hazards or prior ' occurrences" is not intentional.
M. KNOWLEDGE OF OCCURRENCE, OFFENSE, CLAIM OR SUIT
Under Section IV - Commercial General Liability Conditions, the following is added to Condition 2. Duties In The Event of Occurrence, Offense, Claim Or Suit:
Knowledge of an ' occurrence", offense, claim or " suit" by an agent, servant or " employee" of any insured shall not in itself constitute knowledge of the insured unless an insured listed under Paragraph
1. of Section II - Who Is An Insured or a person who has been designated by them to receive reports of occurrences", offenses, claims or " suits" shall have received such notice from the agent, servant or employee".
N. LIBERALIZATION CLAUSE
If we revise this Commercial General Liability Extension Endorsement to provide more coverage without additional premium charge, your policy will automatically provide the coverage as of the day the revision is effective in your state.
C Zi771A'LI 11111:'/ 7 7 1 1.
Under Section V - Definitions, Definition 3. is replaced by the following:
3. " Bodily Injury" means physical injury, sickness or disease sustained by a person. This includes mental anguish, mental injury, shock, fright or death that results from such physical injury, sickness or disease.
O 2013 Liberty Mutual Insurance
CG 88 10 04 13 Includes copyrighted material of Insurance Services Office, Inc., with its permission. Page 7 of 8 P. EXTENDED PROPERTY DAMAGE
Exclusion a. of COVERAGE A. BODILY INJURY AND PROPERTY DAMAGE LIABILITY is replaced by the following:
o. Expected Or Intended Injury
Bodily injury" or " property damage" expected or intended from the standpoint of the insured.
This exclusion does not apply to " bodily injury" or " property damage" resulting from the use of nyauuneb|e force to protect persons or property.
Q. WAIVER OF TRANSFER OF RIGHTS OF RECOVERY AGAINST OTHERSTOUS- VVHEN REQUIRED IN A
CONTRACT OR AGREEMENT WITH YOU
Under Section | V - Cmmmeroia| General Liability Conditiono, the following is added to Condition Q. Transfer Of ranoferOf Rights Of Recovery Against Others To Us:
We waive any right of recovery we may have against apemun or organization because of payments we 4 make for injury or damage arising out of your ongoing operations or " your wmrk" dune under e contract with that person or organization and included in the " prod uota' oomp|etod operations hezevd" provided:
1. You and that person or organization have agreed in vvhUng in eoon(naot or agreement that you waive such rights against that person or organization; and
2. The injury or damage 000una subsequent to the execution of the written oun(reot or written agreement. @ 2013 Liberty Mutual Insurance
COMMERCIAL AUTO
AC 85 43 08 21
THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY.
CALIFORNIA BUSINESS AUTO COVERAGE
ENHANCEMENT ENDORSEMENT
This endorsement modifies insurance provided under the following:
BUSINESS AUTO COVERAGE FORM
With respect to coverage afforded by this endorsement, the provisions of the policy apply unless modified by the endorsement.
If the policy to which this endorsement is attached also contains a Business Auto Coverage Enhancement Endorsement with a specific state named in the title, this endorsement does not apply to vehicles garaged in that specified state.
COVERAGEINDEX
SUBJECT PROVISION NUMBER
ACCIDENTAL AIRBAG DEPLOYMENT 12
ADDITIONAL INSURED BY CONTRACT, AGREEMENT OR PERMIT 3
AMENDED DUTIES IN THE EVENT OF ACCIDENT, CLAIM, SUIT OR LOSS 20 AMENDED FELLOW EMPLOYEE EXCLUSION 5
AUDIO, VISUAL AND DATA ELECTRONIC EQUIPMENT COVERAGE 14 BODILY INJURY REDEFINED 24
EMPLOYEES AS INSUREDS ( Including Employee Hired Auto) 2 EXTRA EXPENSE - BROADENED COVERAGE 10
GLASS REPAIR - WAIVER OF DEDUCTIBLE 16
HIRED AUTO COVERAGE TERRITORY 22
HIRED AUTO PHYSICAL DAMAGE ( Including Employee Hired Auto) 6 LOAN / LEASE GAP ( Coverage Not Available In New York) 15 NEWLY FORMED OR ACQUIRED SUBSIDIARIES 1
PARKED AUTO COLLISION COVERAGE (WAIVER OF DEDUCTIBLE) 17 PERSONAL EFFECTS COVERAGE 11
PHYSICAL DAMAGE - ADDITIONAL TRANSPORTATION EXPENSE COVERAGE 8 PHYSICAL DAMAGE DEDUCTIBLE - VEHICLE TRACKING SYSTEM 13 PRIMARY AND NON-CONTRIBUTORY - WRITTEN CONTRACT OR WRITTEN AGREEMENT 23 RENTAL REIMBURSEMENT 9
SUPPLEMENTARY PAYMENTS 4
TOWING AND LABOR 7
TWO OR MORE DEDUCTIBLES 18
UNINTENTIONAL FAILURE TO DISCLOSE HAZARDS 19
WAIVER OF TRANSFER OF RIGHTS OF RECOVERYAGAINST OTHERS TO US 21 SECTION II - LIABILITY COVERAGE is amended as follows:
1. NEWLY FORMED OR ACQUIRED SUBSIDIARIES
SECTION II - LIABILITY COVERAGE, Paragraph A.1. Who Is An Insured is amended to include the following as an " insured":
d. Any legally incorporated subsidiary of which you own more than 50 percent interest during the policy period. Coverage is afforded only for 90 days from the date of acquisition or formation.
However, " insured" does not include any organization that:
1) Is a partnership or joint venture; or
2) Is an " insured" under any other automobile policy except a policy written specificall y to apply in excess of this policy; or
3) Has exhausted its Limit of Insurance or had its policy terminated under any other automobile policy.
O 2021 Liberty Mutual Insurance
AC 85 43 08 21 Includes copyrighted material of Insurance Services Office, Inc., with its permission. Page 1 Of 7 Coverage under this provision d. does not apply to " bodily injury" or " property damage" that occurred before you acquired or formed the organization.
2. EMPLOYEES AS INSUREDS
SECTION II - LIABILITY COVERAGE, Paragraph A.1. Who Is An Insured is amended to include the following as an " insured":
e. Any " employee" of yours while using a covered " auto" you do not own, hire or borrow but only for acts within the scope of their employment by you. Insurance provided by this endorsement is excess over any other insurance available to any " employee". f. Any " employee" of yours while operating an " auto" hired or borrowed under a written contract or agreement in that " employee' s" name, with your permission, while performing duties related to the conduct of your business and within the scope of their employment. Insurance provided by this endorsement is excess over any other insurance available to the " employee".
3. ADDITIONAL INSURED BY CONTRACT, AGREEMENT OR PERMIT
SECTION II - LIABILITY COVERAGE, Paragraph A.1. Who Is An Insured is amended to include the following as an " insured":
g. Any person or organization with respect to the operation, maintenance or use of a covered " auto", provided that you and such person or organization have agreed in a written contract, written agreement, or permit issued to you by governmental or public authority, to add such person, or organization, or governmental or public authority to this policy as an " insured'.
However, such person or organization is an " insured":
1) Only with respect to the operation, maintenance or use of a covered " auto"; 2) Only for " bodily injury" or " property damage" caused by an " accident" which takes place after you executed the written contract or written agreement, or the permit has been issued to you; and
3) Only for the duration of that contract, agreement or permit.
The " insured" is required to submit a claim to any other insurer to which coverage could apply for defense and indemnity. Unless the " insured" has agreed in writing to primary noncontributory wording per enhancement number 23, this policy is excess over any other collectible insurance.
4. SUPPLEMENTARY PAYMENTS
SECTION II - LIABILITY COVERAGE, Coverage Extensions, 2. a. Supplementary Payments, Paragraphs 2) and ( 4) are replaced by the following:
2) Up to $ 3, 000 for cost of bail bonds ( including bonds for related traffic violations ) required because of an " accident" we cover. We do not have to furnish these bonds. 4) All reasonable expenses incurred by the " insured" at our request, including actual loss of earnings up to $ 500 a day because of time off from work.
5. AMENDED FELLOW EMPLOYEE EXCLUSION
In those jurisdictions where, by law, fellow " employees" are not entitled to the protection afforded to the employer by the workers compensation exclusivity rule, or similar protection, the following provision is added:
SECTION II - LIABILITY, Exclusion B. 5. Fellow Employee does not apply if the " bodily injury" results from the use of a covered " auto" you own or hire if you have workers compensation insurance in force for all of your " employees" at the time of "loss".
This coverage is excess over any other collectible insurance.
SECTION III - PHYSICAL DAMAGE COVERAGE is amended as follows:
6. HIRED AUTO PHYSICAL DAMAGE
Paragraph A.4. Coverage Extensions of SECTION III - PHYSICAL DAMAGE COVERAGE, is amended by adding the following:
If hired " autos" are covered " autos" for Liability Coverage, and if Comprehensive, Specified Causes of Loss or Collision coverage are provided under the Business Auto Coverage Form for any " auto" you own, then the Physical Damage coverages provided are extended to " autos":
O 2021 Liberty Mutual Insurance
AC 85 43 08 21 Includes copyrighted material of Insurance Services Office, Inc., with its permission. Page 2 Of 7 a. You hire, rent or borrow; or
b. Your " employee" hires or rents under a written contract or agreement in that " employee's" name, but only if the damage occurs while the vehicle is being used in the conduct of your business, subject to the following limit and deductible:
a. The most we will pay for " loss" in any one " accident" or " loss" is the smallest of:
1) $ 50,000; or
2) The actual cash value of the damaged or stolen property as of the time of the " loss"; or 3) The cost of repairing or replacing the damaged or stolen property with other property of like kind and quality, minus a deductible.
b. The deductible will be equal to the largest deductible applicable to any owned " auto" for that coverage.
c. Subject to the limit, deductible and excess provisions described in this provision, we will provide coverage equal to the broadest coverage applicable to any covered " auto" you own. d. Subject to a maximum of $ 1, 000 per " accident", we will also cover the actual loss of use of the hired " auto" if it results from an " accident", you are legally liable and the lessor incurs an actual financial loss.
e. This coverage extension does not apply to:
1) Any " auto" that is hired, rented or borrowed with a driver; or 2) Any " auto" that is hired, rented or borrowed from your " employee" or any member of your employee' s" household.
Coverage provided under this extension is excess over any other collectible insurance available at the time of " loss".
7. TOWING AND LABOR
SECTION III - PHYSICAL DAMAGE COVERAGE, Paragraph A.2. Towing , is amended by the addition of the following:
We will pay towing and labor costs incurred, up to the limits shown below, each time a covered " auto" classified and rated as a private passenger type, " light truck" or " medium truck" is disabled:
a. For private passenger type vehicles, we will pay up to $ 75 per disablement. b. For "light trucks", we will pay up to $ 75 per disablement. " Light trucks" are trucks that have a gross vehicle weight ( GVW) of 10,000 pounds or less.
c. For " medium trucks", we will pay up to $ 150 per disablement. " Medium trucks" are trucks that have a gross vehicle weight ( GVW) of 10, 001 - 20,000 pounds.
However, the labor must be performed at the place of disablement.
8. PHYSICAL DAMAGE - ADDITIONAL TRANSPORTATION EXPENSE COVERAGE 0 Paragraph A.4.a. Coverage Extensions, Transportation Expenses of SECTION III - PHYSICAL DAMAGE COVERAGE, is amended to provide a limit of $ 50 per day and a maximum limit of $ 1, 500.
9. RENTAL REIMBURSEMENT
SECTION III - PHYSICAL DAMAGE COVERAGE, A. Coverage, is amended by adding the following:
a. We will pay up to $ 75 per day for rental reimbursement expenses incurred by you for the rental of an " auto" because of " accident" or " loss", to an " auto" for which we also pay a " loss" under Comprehensive, Specified Causes of Loss or Collision Coverages. We will pay only for those expenses incurred after the first 24 hours following the " accident" or " loss" to the covered " auto." b. Rental Reimbursement requires the rental of a comparable or lesser vehicle, which in many cases may be substantially less than $ 75 per day, and will only be allowed for the period of time it should take to repair or replace the vehicle with reasonable speed and similar quality, up to a maximum of 30 days.
c. We will also pay up to $ 500 for reasonable and necessary expenses incurred by you to remove and replace your tools and equipment from the covered " auto". This limit is excess over any other collectible insurance.
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AC 85 43 08 21 Includes copyrighted material of Insurance Services Office, Inc., with its permission. Page 3 Of 7 d. This coverage does not apply unless you have a business necessity that other " autos" available for your use and operation cannot fill.
e. If " loss" results from the total theft of a covered " auto" of the private passenger type, we will pay under this coverage only that amount of your rental reimbursement expenses which is not already provided under Paragraph 4. Coverage Extension.
f. No deductible applies to this coverage.
g. The insurance provided under this extension is excess over any other collectible insurance.
If this policy also provides Rental Reimbursement Coverage you purchased, the coverage provided by this Enhancement Endorsement is in addition to the coverage you purchased.
For the purposes of this endorsement provision, materials and equipment do not include " personal effects" as defined in provision 11. B.
10. EXTRA EXPENSE - BROADENED COVERAGE
Under SECTION III - PHYSICAL DAMAGE COVERAGE, A. Coverage, we will pay for the expense of returning a stolen covered " auto" to you. The maximum amount we will pay is $ 1, 000.
11. PERSONAL EFFECTS COVERAGE
A. SECTION III - PHYSICAL DAMAGE COVERAGE, A. Coverage, is amended by adding the following:
If you have purchased Comprehensive Coverage on this policy for an " auto" you own and that auto" is stolen, we will pay, without application of a deductible, up to $ 600 for " personal effects" stolen with the " auto."
The insurance provided under this provision is excess over any other collectible insurance.
B. SECTION V - DEFINITIONS is amended by adding the following:
For the purposes of this provision, " personal effects" mean tangible property that is worn or carried by an " insured." " Personal effects" does not include tools, equipment, jewelry, money or securities.
12. ACCIDENTAL AIRBAG DEPLOYMENT
SECTION III - PHYSICAL DAMAGE COVERAGE, B. Exclusions is amended by adding the following:
If you have purchased Comprehensive or Collision Coverage under this policy, the exclusion for " loss" relating to mechanical breakdown does not apply to the accidental discharge of an airbag.
Any insurance we provide shall be excess over any other collectible insurance or reimbursement by manufacturer's warranty. However, we agree to pay any deductible applicable to the other coverage or warranty.
13. PHYSICAL DAMAGE DEDUCTIBLE - VEHICLE TRACKING SYSTEM SECTION III - PHYSICAL DAMAGE COVERAGE, D. Deductible , is amended by adding the following:
Any Comprehensive Deductible shown in the Declarations will be reduced by 50% for any " loss" caused by theft if the vehicle is equipped with a vehicle tracking device such as a radio tracking device or a global position device and that device was the method of recovery of the vehicle.
14. AUDIO, VISUAL AND DATA ELECTRONIC EQUIPMENT COVERAGE SECTION III - PHYSICAL DAMAGE COVERAGE, B. Exclusions, Paragraph a. of the exception to exclusions 4. c. and 4. d. is deleted and replaced with the following:
Exclusions 4.c. and 4.d. do not apply to:
a. Electronic equipment that receives or transmits audio, visual or data signals, whether or not designed solely for the reproduction of sound, if the equipment is:
1) Permanently installed in the covered " auto" at the time of the " loss" or removable from a housing unit that is permanently installed in the covered " auto"; and 2) Designed to be solely operated by use from the power from the " auto' s" electrical system; and 3) Physical damage coverages are provided for the covered " auto".
If the " loss" occurs solely to audio, visual or data electronic equipment or accessories used with this equipment, then our obligation to pay for, repair, return or replace damaged or stolen property will be reduced by a $ 100 deductible.
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15. LOAN / LEASE GAP COVERAGE (Not Applicable In New York) A. Paragraph C. Limit Of Insurance of SECTION III - PHYSICAL DAMAGE COVERAGE is amended by adding the following:
The most we will pay for a " total loss" to a covered " auto" owned by or leased to you in any one accident" is the greater of the:
1. Balance due under the terms of the loan or lease to which the damaged covered " auto" is subject at the time of the ' loss" less the amount of:
a. Overdue payments and financial penalties associated with those payments as of the date of the ' loss";
b. Financial penalties imposed under a lease due to high mileage, excessive use or abnormal wear and tear;
c. Costs for extended warranties, Credit Life Insurance, Health, Accident or Disability Insurance purchased with the loan or lease; d. Transfer or rollover balances from previous loans or leases; e. Final payment due under a " Balloon Loan";
f. The dollar amount of any unrepaired damage which occurred prior to the " total loss" of a covered " auto";
g. Security deposits not refunded by a lessor;
h. All refunds payable or paid to you as a result of the early termination of a lease agreement or as a result of the early termination of any warranty or extended service agreement on a covered " auto";
I. Any amount representing taxes;
j. Loan or lease termination fees; or
2. The actual cash value of the damage or stolen property as of the time of the ' loss".
An adjustment for depreciation and physical condition will be made in determining the actual cash value at the time of the ' loss". This adjustment is not applicable in Texas.
B. Additional Conditions
This coverage applies only to the original loan for which the covered " auto" that incurred the loss" serves as collateral, or lease written on the covered " auto" that incurred the ' loss".
C. SECTION V - DEFINITIONS is changed by adding the following:
As used in this endorsement provision, the following definitions apply:
Total loss" means a ' loss" in which the cost of repairs plus the salvage value exceeds the actual cash value.
A " balloon loan" is one with periodic payments that are insufficient to repay the balance over the term of the loan, thereby requiring a large final payment. 0 16. GLASS REPAIR - WAIVER OF DEDUCTIBLE
Paragraph D. Deductible of SECTION III - PHYSICAL DAMAGE COVERAGE is amended by the addition of the following:
No deductible applies to glass damage if the glass is repaired rather than replaced.
17. PARKED AUTO COLLISION COVERAGE (WAIVER OF DEDUCTIBLE) Paragraph D. Deductible of SECTION III - PHYSICAL DAMAGE COVERAGE is amended by the addition of the following:
The deductible does not apply to ' loss" caused by collision to such covered " auto" of the private passenger type or light weight truck with a gross vehicle weight of 10, 000 lbs. or less as defined by the manufacturer as maximum loaded weight the " auto" is designed to carry while it is:
a. In the charge of an " insured";
b. Legally parked; and
c. Unoccupied.
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AC 85 43 08 21 Includes copyrighted material of Insurance Services Office, Inc., with its permission. Page 5 Of 7 The " loss" must be reported to the police authorities within 24 hours of known damage.
The total amount of the damage to the covered " auto" must exceed the deductible shown in the Declarations.
This provision does not apply to any " loss" if the covered " auto" is in the charge of any person or organization engaged in the automobile business.
18. TWO OR MORE DEDUCTIBLES
Under SECTION III - PHYSICAL DAMAGE COVERAGE, if two or more company policies or coverage forms apply to the same " accident", the following applies to Paragraph D. Deductible :
a. If the applicable Business Auto deductible is the smaller ( or smallest) deductible, it will be waived; or
b. If the applicable Business Auto deductible is not the smaller ( or smallest) deductible , it will be reduced by the amount of the smaller ( or smallest) deductible; or a
c. If the " loss" involves two or more Business Auto coverage forms or policies, the smaller ( or smallest) deductible will be waived.
For the purpose of this endorsement, company means any company that is part of the Liberty Mutual Group.
SECTION IV - BUSINESS AUTO CONDITIONS is amended as follows:
19. UNINTENTIONAL FAILURE TO DISCLOSE HAZARDS
SECTION IV- BUSINESS AUTO CONDITIONS , Paragraph B. 2. is amended by adding the following:
If you unintentionally fail to disclose any hazards, exposures or material facts existing as of the inception date or renewal date of the Business Auto Coverage Form, the coverage afforded by this policy will not be prejudiced.
However, you must report the undisclosed hazard of exposure as soon as practicable after its discovery, and we have the right to collect additional premium for any such hazard or exposure.
20. AMENDED DUTIES IN THE EVENT OF ACCIDENT, CLAIM, SUIT OR LOSS SECTION IV - BUSINESS AUTO CONDITIONS , Paragraph A.2. a. is replaced in its entirety by the following:
a. In the event of "accident", claim, " suit" or " loss", you must promptly notify us when it is known to:
1) You, if you are an individual;
2) A partner, if you are a partnership;
3) Member, if you are a limited liability company;
4) An executive officer or the " employee" designated by the Named Insured to give such notice, if you are a corporation.
To the extent possible, notice to us should include:
a) How, when and where the " accident" or " loss" took place; b) The " insured' s" name and address; and
c) The names and addresses of any injured persons and witnesses.
21. WAIVER OF TRANSFER OF RIGHTS OF RECOVERY AGAINST OTHERS TO US SECTION IV - BUSINESS AUTO CONDITIONS , Paragraph A.5. Transfer Of Rights Of Recovery Against Others To Us, is amended by the addition of the following:
If the person or organization has in a written agreement waived those rights before an " accident" or loss", our rights are waived also.
22. HIRED AUTO COVERAGE TERRITORY
SECTION IV - BUSINESS AUTO CONDITIONS , Paragraph B. 7. Policy Period, Coverage Territory , is amended by the addition of the following:
f. For "autos" hired 30 days or less, the coverage territory is anywhere in the world, provided that the insured' s" responsibility to pay for damages is determined in a " suit", on the merits, in the United States, the territories and possessions of the United States of America, Puerto Rico or Canada or in a settlement we agree to.
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AC 85 43 08 21 Includes copyrighted material of Insurance Services Office, Inc., with its permission. Page 6 Of 7 This extension of coverage does not apply to an " auto" hired, leased, rented or borrowed with a driver.
23. PRIMARY AND NON-CONTRIBUTING IF REQUIRED BY WRITTEN CONTRACT OR WRITTEN AGREEMENT The following is added to SECTION IV - BUSINESS AUTO CONDITIONS, General Conditions, B. 5. Other Insurance and supersedes any provision to the contrary:
This Coverage Form' s Covered Autos Liability Coverage is primary to and will not seek contribution from any other insurance available to an " insured" under your policy provided that:
1. Such " insured" is a Named Insured under such other insurance; and
2. You have agreed in a written contract or written agreement that this insurance would be primary and would not seek contribution from any other insurance available to such " insured".
SECTION V - DEFINITIONS is amended as follows:
24. BODILY INJURY REDEFINED
Under SECTION V - DEFINITIONS , Definition C. is replaced by the following:
Bodily injury" means physical injury, sickness or disease sustained by a person, including mental anguish, mental injury, shock, fright or death resulting from any of these at any time.
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