CITY OF RICHMOND
STANDARD CONTRACT
Department: Finance Project Manager: William Reed
Project Manager E-mail Project Manager Phone No:
William [email protected] (510) 620-6739
PR No: Vendor No: /4373 P.O./Contract No: 5117
Description of Services:
Professional Auditing Services
The parties to this STANDARD CONTRACT do mutually agree and promise as follows:
Parties. The parties to this Contract are the City of Richmond (herein referred to as the "City") and the following named Contractor:
Badawi & Associates
Company Name:
Street Address: 2855 Telegraph Avenue, Suite 312
City, State, Zip Code: Berkeley, CA 94705
Contact Person: Ahmed Badawi, CPA
Telephone: (510) 768-8244 Email: [email protected]
Business License No: 40059976 / Expiration Date: 3/9/202/ A California v corporation, limited liability corporation • general partnership, limited partnership, _ individual, L non-profit corporation, _individual dba as [specify:]_
other [specify:]
Term. The effective date of this Contract is July 1, 2020 and it terminates June 30, 2023 unless terminated as provided herein.
3. Payment Limit. City's total payments to Contractor under this Contract shall not exceed $ 910,820 . City shall not pay for services that exceed the Contract Payment Limit unless a contract amendment has been approved by the City Council or City Manager.
4. Contractor's Obligations. Contractor shall provide those services and carry out that work described in the Service Plan (Exhibit A) which is attached hereto and is incorporated herein by reference, subject to all the terms and conditions contained or incorporated herein.
5. City's Obligations. City shall make to the Contractor those payments described in the Payment Provisions (Exhibit B) which are attached hereto and are incorporated herein by reference, subject to all the terms and conditions contained or incorporated herein.
6. Authorized Representatives and Notices. This Contract is subject to the Authorized Representatives and Notices Provisions (Exhibit C) which are attached hereto and are incorporated herein by reference.
7. General Conditions. This Contract is subject to the General Conditions (Exhibit D) which are attached hereto and are incorporated herein by reference, subject to all the terms and conditions contained or incorporated herein.
Special Conditions. This Contract is subject to the Special Conditions (Exhibit E) (if any which are attached hereto and are incorporated herein by reference, subject to all the terms and conditions contained or incorporated herein. (Note:
other than Public Works contracts, the City will agree to Special Conditions only in unusual circumstances.)
9. Insurance Provisions. This Contract is subject to the Insurance Provisions (Exhibit F) which are attached hereto and are incorporated herein by reference.
10. Signatures. These signatures attest the parties' Contract hereto:
CITY OF RICHMOND CONTRACTOR:
a municipal corporation Badawi & Associates
(* The Corporation Chairperson of the Board,
President or Vice President should sign below)
Titte: Mayer By:
I hereby certify that this Contract Tite: Preside-t
has been approved by City Council.
Date Signed: 4/2/2020
or damein Lundry
City Clerk, Astistant
(* The Corporation Chief Financial Officer,
Secretary or Assistant Secretary should sign below)
By:
Title:
Date Signed:
(NOTE: Pursuant to California Corporations
Code Section 313, if Contractor is a corporation
or nonprofit organization, this Contract (1) must
be signed by (a) the Chairperson of the Board,
President or Vice-President and (b) the
Secretary any Assistant Secretary, the Chief
Financial Officer or any Assistant Treasurer.
LIST OF ATTACHMENTS:
Service Plan Exhibit A
Payment Provisions Exhibit B
Authorized Representatives and Notices Exhibit C
General Conditions Exhibit D
Special Conditions Exhibit E
Insurance Provisions Exhibit F
Standard Contract/EJ/TE 9-26-07
For the Contract between the City of
Richmond and
Badawi & Associates
EXHIBIT A
SERVICE PLAN
Finance Director
Contractor shall, to the satisfaction of the _ perform the following services and be compensated as outlined below:
Contractor shall conduct the annual audits for the fiscal years ending June 30, 2020, June 30, 2021 and June 30, 2022, with an option to extend the contract in one-year periods, not to exceed a total of two additional fiscal years, of the City of Richmond's (including Successor Agency footnotes) and Richmond Housing Authority's (including RHA Properties and its affiliated entities) financial statements and Single Audits, Joint Powers Financing Authority Financial Statements, Annual Report of City Financial Transactions to State Controller, Management and Internal Control Recommendations and agreed upon procedures report to comply with HUD Real Estate Assessment Center (REAC). If required, Badawi & Associates shall also perform compliance audits of the City's Transportation Development Act Grants.
See Attachment A (Technical Proposal) and Attachment B (Sealed Dollar Cost Bid Proposal), Badawi & Associates proposals to provide professional auditing services for the City of Richmond dated January 17, 2020 for a more complete description of the services that are to be performed by, and the compensation that is to be paid to the Contractor.
All work by Badawi & Associates is to be performed in accordance with auditing standards generally accepted in the United States of America and the standards set forth for financial audits contained in Government Auditing Standards issued by the Comptroller General of the United States, the Single Audit Act Amendments of 1996; and the provision of the OMB Uniform Guidance.
For the Contract between the City of
Richmond and
Badawi & Associates
EXHIBIT B
PAYMENT PROVISIONS
{PLEASE NOTE THAT THE CITY OF RICHMOND SHALL NOT PAY FOR SERVICES
THAT EXCEED THE CONTRACT PAYMENT LIMIT UNLESS A CONTRACT
AMENDMENT HAS BEEN APPROVED BY THE CITY COUNCIL OR THE CITY MANAGER}
1. Provided Contractor is not in default under this Contract, Contractor shall be compensated as provided below.
2. Any and all payments made pursuant to this Contract shall be subject to the Contract Payment Limit. The Payment Limit includes expenses (phones, photo copying, meals and travel etc). Invoices, shall be adequately detailed, based on accurate records, and be in a form reasonably satisfactory to the City. Contractor may be required to provide back-up material upon request.
3. Contractor shall submit timely invoices to the following address:
Attention: City of Richmond, Finance Department - Accounts Payable Project Manager: William Reed _Department: Finance
PO Box 4046
Richmond, CA 94804-0046
before payments shall be authorized.
5. The City will pay invoice(s) within 45 days after completion of services to the City's satisfaction. The City shall not pay late fees or interest.
6. A Richmond business license shall be obtained before any payment under this Contract shall be authorized and the business license must be kept current during the term of this Contract for payments to continue to be authorized.
7. All insurance coverage required by this Contract shall be provided by the Contractor before this Contract shall be executed by the City. The insurance coverage must be kept current during the term of this Contract for payments to continue to be authorized.
For the Contract between the City of
Richmond and
Badawi & Associates
EXHIBIT C
AUTHORIZED REPRESENTATIVES AND NOTICES
1. Notices. All notices, demands, statements, or communications provided for by this Contract shall be in writing and may be delivered by deposit in the United States mail, postage prepaid. Notices to the City shall be addressed to the Department Head and (as delineated below in section 1.1) to the project manager responsible for the administration of or the supervision of the scope of work under this Contract. Notices to the Contractor shall be addressed to the party designated by Contractor (as delineated below in section 1.2). Notice shall be deemed delivered (a) upon personal delivery; (b) as of the fifth business day after mailing by United States certified mail, postage prepaid, addressed to the proper party; or (c) as of 12:00 p.m. on the second business day immediately after the day it is deposited with and accepted by Federal Express, or a similar overnight courier service, addressed to the proper party and marked for next business day morning delivery. For the purposes of this Contract, a "business day" means any day Monday through Friday that is not a holiday recognized by the federal government or the State of California.
1. 1 CITY hereby designates as its Authorized Representative the Project Manager whose name and address are as follows:
William Reed
City of Richmond
450 Civic Center Plaza
Richmond, CA 94804-0046
1.2 CONTRACTOR hereby designates as its Authorized Representative the Project Manager whose name and address are as follows:
Ahmed Badawi
Badawi & Associates
2855 Telegraph Avenue, Suite 312
Berkeley, CA 94705
EXHIBIT D
GENERAL CONDITIONS
1. Independent Contractor. Contractor acknowledges, represents and warrants that Contractor is not a regular or temporary employee, joint venturer or partner of the City, but rather an independent Contractor. This Contract shall not be construed to create an agency, servant, employee, partnership, or joint venture relationship. As an independent Contractor, Contractor shall have no authority to bind City to any obligation or to act as City's agent except as expressly provided herein. Due to the independent Contractor relationship created by this Contract, 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 Contract.
3. City Property. The rights to applicable plans, drawings, reports, calculations, data, specifications, videos, graphics or other materials prepared for or obtained pursuant to this Contract, which, upon request, are to be delivered to City within a reasonable time, shall be deemed assigned to City. If applicable, Contractor shall prepare check prints upon request. Notwithstanding the foregoing, Contractor shall not be obligated to provide to City proprietary software or data which Contractor has developed or had developed for Contractor's own use; provided, however, that Contractor shall, pursuant to Section 15 below, indemnify, defend and hold harmless City from and against any discovery or Public Records Act request seeking the disclosure of such proprietary software or data.
4. Patents, Trademarks, Copyrights and Rights in Data. Contractor shall not publish or transfer any materials, discoveries, developments, concepts, designs, ideas, know how, improvements, inventions and/or original works of authorship resulting from activities supported by this Contract without the express prior written consent of the City Manager. If anything resulting from activities supported by this Contract is patentable, trademarkable, copyrightable or otherwise legally protectable, City reserves the exclusive right to seek such intellectual property rights. Notwithstanding the foregoing, Contractor may, after receiving City's prior written consent, seek patent, trademark, copyright or other intellectual property rights on anything resulting from activities supported by this Contract. However, City reserves, and Contractor irrevocably grants, a nonexclusive, fully paid-up, royalty-free, assumable, perpetual, worldwide license, with the right to transfer, sublicense, practice and exploit said license and the right to make, have made, copy, modify, make derivative works of, use, sell, General Conditions/EJ/TE 01-19-11 1 of 13
import, and otherwise distribute under all applicable intellectual properties without restriction of any kind said license.
Contractor further agrees to assist City, at City's expense, in every proper way to secure the City's rights in any patents, trademarks, copyrights or other intellectual property rights relating thereto, including the disclosure to City of all pertinent information and data with respect thereto. Contractor shall also assist City in the execution of all applications, specifications, oaths, assignments, recordations, and all other instruments which City shall deem necessary in order to apply for, obtain, maintain and transfer such rights, or if not transferable, to waive such rights. Contractor shall further assist City in the execution of all applications, specifications, oaths, assignments, recordations and all other instruments which City shall deem necessary in order to assign and convey to City, and any assigns and nominees the sole and exclusive right, title and interest in and to any patents, trademarks, copyrights or other intellectual property rights relating thereto. Contractor further agrees that its obligation to execute or cause to be executed, when it is in Contractor's power to do so, any such instruments or papers shall continue during and at all times after the end of Contractor's services and until the expiration of the last such intellectual property right. Contractor hereby irrevocably designates and appoints City, and its duly authorized officers, agents and servants, as its agent and attorney-in-fact, to act for and in its behalf and stead to execute and file any such applications and to do all other lawfully permitted acts to further the application for, prosecution, issuance, maintenance or transfer of letters of patents, copyright and other registrations. This power of attorney is coupled with an interest and shall not be affected by Contractor's subsequent incapacity.
5. Inspection. Contractor's performance, place of business and records pertaining to this Contract are subject to monitoring, inspection, review and audit by authorized representatives of the CITY, the State of California, and the United States Government.
If the project or services set forth in Exhibit A shall be performed on City or other public property, City shall have the right to inspect such work without notice. If such project or services shall not be performed on City or other public property, City shall have the right to inspect such work upon reasonable notice.
6. Services. The project or services set forth in Exhibit A shall be performed to the full satisfaction and approval of City. In the event that the project or services set forth in Exhibit A are also itemized by price, 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.
General Conditions/EJ/TE 01-19-11 2 of 13
Contractor shall, at its own cost and expense, furnish all facilities and equipment necessary for Contractor to complete the project or perform the services required herein, unless otherwise provided in Exhibit A.
7. Records. Contractor shall keep and make available for inspection and copying by authorized representatives of the City, the State of California, and the United States Government, the Contractor's regular business records and such additional records pertaining to this Contract as may be required by the City.
Contractor shall retain all documents pertaining to this Contract for a period of five (5) years after this Contract's termination (or for any further period that is required by law) and until all Federal or State audits are complete and exceptions resolved for this contract's funding period. Upon request, CONTRACTOR shall make these records available to authorized representatives of the CITY, the State of California, and the United States Government.
Contractor shall keep full and detailed accounts, maintain records, and exercise such controls as may be necessary for proper financial management under this Contract. The Contractor's accounting and control systems shall be satisfactory to City. Contractor's accounting systems shall conform to generally accepted accounting principles and all records shall provide a breakdown of total costs charged under this Contract, including properly executed payrolls, time records, utility bills, invoices and vouchers. The City shall be afforded prompt access to Contractor's records, books, and Contractor shall preserve such project records for a period of at least five (5 years after the termination of this Contract, or for such longer period as may be required by law.
Contractor shall permit City and its authorized representatives and accountants to inspect, examine and copy Contractor's books, records, accounts, correspondence, instructions, drawings, receipts, subcontracts, purchase orders, vouchers, memoranda and other data relating to the project or services set forth in Exhibit A, and any and all data relevant to this Contract at any reasonable time for the purpose of auditing and verifying statements, invoices, or bills submitted by Contractor pursuant to this Contract and shall provide such assistance as may be reasonably required in the course of such inspection. Contractor shall also allow City access to the record keeping and accounting personnel of Contractor.
City further reserves the right to examine and re-examine said books, records, accounts, and data during the five (5 year period following the termination of this Contract; and Contractor shall in no event dispose of, destroy, alter, or mutilate said books, records, accounts, and data in any manner whatever for five (5 years after the termination of this Contract.
General Conditions/EJ/TE 01-19-11 3 of 13
Pursuant to California Government Code § 10527, the parties to this Contract shall be subject to the examination and audit of representatives of the Auditor General of the State of California for a period of three (3) years after final payment under this Contract. The examination and audit shall be confined to those matters connected with the performance of this Contract including, but not limited to, the cost of administering this Contract.
8. Changes and Extra Work. All changes and/or extra work under this Contract shall be performed and paid for in accordance with the following:
Only the City Council or the City Manager may authorize extra and/or changed work. Contractor expressly recognizes that other City personnel are without authorization to either order extra and/or changed work or waive contract requirements. Failure of Contractor to secure the authorization for such extra and/or changed work shall constitute a waiver of any and all right to adjustment in contract price due to such unauthorized work and Contractor thereafter shall be entitled to no compensation whatsoever for performance of such extra and/or changed work.
If Contractor is of the opinion that any work which Contractor has been directed to perform is beyond the scope of this Contract and constitutes extra work, Contractor shall promptly notify City of the fact. The City shall make a determination as to whether or not such work is, in fact, beyond the scope of this Contract and constitutes extra work. In the event that City determines that such work does constitute extra work, City shall provide extra compensation to Contractor on a fair and equitable basis. A change order or Contract Amendment providing for such compensation for extra work shall be negotiated between City and Contractor and executed by Contractor and the appropriate City official.
In the event City determines that such work does not constitute extra work, Contractor shall not be paid extra compensation above that provided herein and if such determination is made by City staff, said determination may be appealed to the City Council; provided, however, a written appeal must be submitted to the City Manager within five (5) days after the staff's determination is sent to Contractor. Said written appeal shall include a description of each and every ground upon which Contractor challenges the staff's determination.
9. Additional Assistance. If this Contract 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 General Conditions/EJ/TE 01-19-11 4 of 13
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 Section 8 of these General Conditions.
10. Professional Ability. Contractor acknowledges, represents and warrants that Contractor and its employees are skilled and able to competently provide the services hereunder, and possess all professional licenses, certifications, and approvals necessary to engage in their occupations.
City has relied upon the professional ability and training of Contractor as a material inducement to enter into this Contract. Contractor shall perform in accordance with generally accepted professional practices and standards of Contractor's profession. In the event that City, in its sole discretion, desires the removal of any person employed or retained by Contractor to perform services hereunder, such person shall be removed immediately upon receiving notice from City.
11. Business License. Contractor shall obtain a Richmond Business License before performing any services required under this Contract. The failure to so obtain such license shall be a material breach of this Contract and grounds for immediate termination by City; provided, however, that City may waive the business license requirement in writing under unusual or extraordinary circumstances without necessitating any modification of this Contract to reflect such waiver.
12. Termination Without Default. Notwithstanding any provision herein to the contrary, City may, in its sole and absolute discretion and without cause, terminate this Contract at any time prior to completion by Contractor of the project or services hereunder, immediately upon written notice to Contractor. Contractor may terminate this Contract at any time in its sole and absolute discretion and without cause upon 30 days' written notice to City. In the event of termination by either party, Contractor shall be compensated for: (1) all authorized work satisfactorily performed prior to the effective date of termination; (2) necessary materials or services of others ordered by Contractor for this Contract, prior to receipt of notice of termination, irrespective of whether such materials or services of others have actually been delivered, provided that Contractor is not able to cancel such orders. Compensation for Contractor in such event shall be determined by 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 City. Additionally, in the event of such termination, the City may proceed with the work in any reasonable manner it chooses.
General Conditions/EJ/TE 01-19-11 5 of 13
13. 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 Contract, City may immediately terminate this Contract by giving written notice of such termination, stating the reasons for such termination. Contractor shall be compensated as provided in Section 12 of these General Conditions; provided, however, there shall be deducted from such amount the amount of damage, including attorney's fees, expert witness fees and costs, if any, sustained by City by virtue of Contractor's breach of this Contract. Additionally, in the event of such termination, the City may proceed with the work in any reasonable manner it chooses.
14. 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 Contract. Contractor further acknowledges, represents and warrants that no City official or employee has any economic interest, as defined in Title 2, California Code of Regulations §§ 18703.1 through 18703.5, with Contractor that would invalidate this Contract. 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 Contract, all consideration received under this Contract shall be forfeited and returned to City forthwith. This provision shall survive the termination of this Contract for one (1) year.
15. Indemnification.
(a) If this Contract is a contract for design professional services subject to California Civil Code Section 2782.8(a) and Contractor is a design professional, as defined in California Civil Code Section 2782.8(b)(2), Contractor shall hold harmless, defend and indemnify the City, its officers, agents, employees, and volunteers from and against any and all claims, damages, losses, and expenses including attorneys' fees arising out of, or pertaining to, or relating to the negligence, recklessness, or willful misconduct of the Contractor, except where caused by the active negligence, sole negligence, or willful misconduct of the City. To the fullest extent permitted by law, Contractor shall immediately defend and indemnify the City and its officers, agents, employees, and volunteers from and against any and all liabilities, regardless of nature or type, that arise out of, pertain to, or relate to the negligence, recklessness, or willful misconduct of the Contractor, or its employees, agents, or subcontractors.
Liabilities subject to the duties to defend and indemnify include, without limitation, any and all claims, losses, damages, penalties, fines, and judgments; associated investigation and administrative expenses; defense costs, including but not limited to reasonable attorneys' fees; court costs; and costs of alternative dispute resolution. Contractor's obligation to General Conditions/EJ/TE 01-19-11 6 of 13
indemnify applies unless it is finally adjudicated that the liability was caused by the sole active negligence or sole willful misconduct of an indemnified party.
(b) If this Contract is not a contract for design professional services subject to California Civil Code Section 2782.8(a) or Contractor is not a design professional as defined in California Civil Code Section 2782.8(b)(2), Contractor shall indemnify, defend, and hold harmless the City, its officers, agents, employees and volunteers from any and all claims, suits, or actions of every name, kind and description, brought forth on account of injuries to or death of any person or damage to property arising from or connected with the willful misconduct, negligent acts, errors or omissions, ultra-hazardous activities, activities giving rise to strict liability, or defects in design by Contractor or any person directly or indirectly employed by, or acting as, the agent for Contractor in the performance of this Contract, including the concurrent or successive passive negligence of the City, its officers, agents, employees or volunteers.
(c) It is understood that the duty of Contractor to indemnify and hold harmless includes the duty to defend as set forth in Section 2778 of the California Civil Code. Contractor shall be obligated to defend, in all legal, equitable, administrative, or special proceedings, with counsel approved by the City, the City and its officers, agents, employees, and volunteers, immediately upon tender to Contractor of the claim in any form or at any stage of an action or proceeding, whether or not liability is established. An allegation or determination that persons other than Contractor are responsible for the claim does not relieve Contractor from its separate and distinct obligation to defend under this Section 15. The obligation to defend extends through final judgment, including exhaustion of any appeals. The defense obligation includes an obligation to provide independent counsel if Contractor asserts that liability is caused in whole, or in part, by the negligence or willful misconduct of an indemnified party. (d) The review, acceptance or approval of the Contractor's work or work product by any indemnified party shall not affect, relieve or reduce the Contractor's indemnification or defense obligations. This Section 15 survives completion of the services or the termination of this Contract.
The provisions of this Section 15 are not limited by, and do not affect, the provisions of this Contract relating to insurance.
(e) Acceptance of insurance certificates and endorsements required under this Contract does not relieve Contractor from liability under this Section
15. This Section 15 shall apply whether or not such insurance policies are determined to be applicable to any such damages or claims for damages.
16. Safety. Contractor acknowledges that the City is committed to the highest standards of workplace safety. Contractor shall perform all work hereunder in full compliance with applicable local, state and federal safety requirements including but not limited to Occupational Safety and Health Administration requirements, and shall assume sole and complete General Conditions/EJ/TE 01-19-11 7 of 13
responsibility for the safety of Contractor's employees and any subcontractor's emplovees. It a death
this Contract, Contractor shall immediately notify the City by telephone.
17. Insurance. Insurance requirements are set forth in Exhibit F to this Contract. Contractor shall abide by the insurance requirements set forth in said Exhibit F.
18. 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 Contract.
19. 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 Contract, including without limitation environmental laws, employment discrimination laws and prevailing wage laws. Compliance under this provision includes compliance with all provisions of the Richmond Municipal Code ("Municipal Code"), including Chapters 2.50, 2.52, 2.56, and 2.60, if applicable.
Contractor acknowledges that under § 2.60.070 of the Municipal Code ("Living Wage Ordinance"), Contractor shall promptly provide to City documents and information verifying its compliance with the Living Wage Ordinance. Also as prescribed in § 2.60.070, Contractor shall notify each of its affected employees with regards to the wages that are required to be paid pursuant to the Living Wage Ordinance.
Contractor shall comply with § 2.28.030 of the Municipal Code, obligating every Contractor or subcontractor under a contract or subcontract with the City for public work or for goods or for services to refrain from discriminatory employment or subcontracting practices on the basis of race, color, sex, sexual orientation, religious creed, national origin or ancestry of any employee, any applicant for employment or any potential subcontractor.
Contractor acknowledges that the City's Drug Free Workplace Policy, Violence in the Workplace Policy and the Policy Against Workplace Harassment, are available on the City's website at
http://www.ci.richmond.ca.us/workplacepolicies. Contractor agrees to abide by the terms and conditions of said policies.
20. Limitations upon Subcontracting and Assignment. This Contract binds the heirs, successors, assigns and representatives of Contractor. The Contractor shall not enter into subcontracts for any work contemplated General Conditions/EJ/TE 01-19-11 8 of 13
under this Contract and shall not assign this Contract, nor any portion hereof or monies due or to become due, without the prior written consent of the City Council or its designee.
Contractor acknowledges that the services which Contractor shall provide under this Contract 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 City's sole and absolute discretion. In the event that City, in writing, approves any assignment or subletting of this Contract or the retention of subcontractors by Contractor, Contractor shall provide to City upon request copies of each and every subcontract contract prior to the execution thereof by Contractor and subcontractor. Any assignment by Contractor of any or all of its rights under this Contract without first obtaining City's prior written consent shall be a default under this Contract.
The sale, assignment, transfer or other disposition of any of the issued and outstanding capital stock of Contractor (if applicable), or of the interest of any general partner or joint venturer or syndicate member if Contractor is a partnership or joint-venture or syndicate, which shall result in a change of control of Contractor, shall be deemed an assignment. For this purpose, control shall mean fifty percent or more of the voting power or twenty-five percent or more of the assets of the corporation, partnership or joint-venture.
21. Integration. This Contract 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 Contract.
22. Modifications and Amendments. This Contract may be modified or amended only by a change order or Contract Amendment executed by both parties and approved as to form by the City Attorney.
23. Conflicting Provisions. In the event of a conflict between these General Conditions and those of any Exhibit or attachment hereto, these General Conditions shall prevail; provided, however, that any Special Conditions as set forth in Exhibit E shall prevail over these General Conditions. In the event of a conflict between the terms and conditions of any two or more Exhibits or attachments hereto, those prepared by City shall prevail over those prepared by the Contractor, and the terms and conditions preferred by the City shall prevail over those preferred by the Contractor.
24. Non-exclusivity. Notwithstanding any provision herein to the contrary, the services provided by Contractor hereunder shall be non-exclusive, and General Conditions/EJ/TE 01-19-11 9 of 13
City reserves the right to employ other Contractors in connection with the project.
25. 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, scope of services, or method of compensation (as applicable), or any corresponding responsibilities of City, shall be deemed extraneous to, and not a part of, this Contract.
26. Force Majeure. Neither party hereto shall be considered in default in the performance of its obligations hereunder to the extent that the performance of such an obligation is prevented or delayed by reason of acts of God, strikes, boycotts, lock-outs, inability to procure materials not related to the price thereof, failure of power, restrictive governmental laws and regulations enacted after the date of this Contract, riots, civil unrest, acts of terrorism, insurrection, war, declaration of a state or national emergency or other reasons of a like nature not within the reasonable control of such party.
27. Time of the Essence. Time is of the essence of this Contract. Contractor and City agree that any time period set forth in Exhibit A represents their best estimates with respect to completion dates and both Contractor and City acknowledge that departures from the schedule may occur.
Therefore, both Contractor and City will use reasonable efforts to notify one another of changes to the schedule. Contractor shall not be responsible for performance delays caused by others, or delays beyond Contractor's control, and such delays shall extend the times for performance of Contractor's work.
28. Confidentiality. Contractor agrees to comply with, and to require its employees, agents and partners to comply with, all applicable State or Federal statutes or regulations respecting confidentially, including but not limited to, the identity of persons served under this Contract, their records, or services provided them, and assures that:
All applications and records concerning any individual made or kept by Contractor or any public officer or agency in connection with the administration of or relating to services provided under this Contract will be confidential, and will not be open to examination for any purposes not directly connected with the administration of such service.
No person will publish or disclose or permit or cause to be published or disclosed, any list of persons receiving services, except as may be required in the administration of such service.
General Conditions/EJ/TE 01-19-11 10 of 13
29. Third Parties. Nothing herein shall be interpreted as creating any rights or benefits in any third parties. For purposes hereot, transterees or assignees as permitted under this Contract shall not be considered "third parties."
30. Governing Law. This Contract shall be construed in accordance with the law of the State of California without regard to principles of conflicts of law.
This Contract is made in Contra Costa County, California, and any action relating to this Contract shall be instituted and prosecuted in the courts of Contra Costa County, California.
31. Nonrenewal. Contractor understands and agrees that there is no representation, implication, or understanding that the services provided by Contractor under this Contract will be purchased or renewed by the City under a new contract following expiration or termination of this Contract, and waives all rights or claims to notice or hearing respecting any failure by City to continue the purchase of all or any failure to continue purchase of all or any such services from Contractor.
32. 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 months after accrual of the cause of action.
33. Interpretation. This Contract shall be interpreted as if drafted by both parties.
34. Warranty. In the event that any product shall be provided to the City as part of this Contract, 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 any 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 purposes). Notwithstanding the foregoing, consumable and maintenance items (such as light bulbs and batteries) shall be warranted for a period of one hundred and eighty (180) days from the date of delivery. All repairs during the warranty period shall be promptly performed by Contractor, at Contractor's expense, including shipping.
35. Severability. In the event that any of the provisions or portions or applications thereof of this Contract are held to be unenforceable or invalid by any court of competent jurisdiction, City and Contractor shall negotiate an equitable adjustment in the provisions of the Contract with a view General Conditions/EJ/TE 01-19-11 11 of 13
toward effecting the purpose of this Contract, and the validity and enforceability of the remaining provisions or portions or applications thereof, shall not be affected thereby.
36. Authority. City warrants and represents that the signatory hereto (the Mayor of the City of Richmond or the City Manager) is duly authorized to enter into and execute this Contract 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 Contract 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 Contract on behalf of Contractor.
37. Waiver. The waiver by City of any breach of any term or provision of this Contract shall not be construed as a waiver of any subsequent breach.
Inspections or approvals, or statements by any officer, agent or employee of the City relating to the Contractor's performance, or payments therefore, or any combination of these acts, shall not relieve the Contractor's obligation to fulfill this Contract as prescribed; nor shall the City be thereby stopped from bringing any action for damages or enforcement arising from any failure to comply with any of the terms and conditions of this Contract.
38. Possessory Interest. If this Contract results in the Contractor having possession of, claim to or right to the possession of land or improvements, but does not vest ownership of the land or improvements in the same person, or if this Contract results in the placement of taxable improvements on tax exempt land (Revenue and Taxation Code 107), such interest or improvements may represent a possessory interest subject to property tax, and Contractor may be subject to the payment of property taxes levied on such interest.
39. Performance and Final Acceptance.
Contractor represents that it is experienced, qualified, registered, licensed, equipped, organized and financed to perform the services under this Contract.
Contractor shall perform the services under this Contract with that degree of skill and judgment normally exercised by professional firms performing services of a similar nature in the State of California, and shall be responsible for the professional quality, technical accuracy and coordination of the services it performs under this Contract. In addition to the other rights and remedies which City may have, Contractor shall, at its own expense, correct any services which fail to meet the above standard.
General Conditions/EJ/TE 01-19-11 12 of 13
City shall provide Contractor an opportunity to cure errors and omission which may be disclosed during the review of submittals, with no increase in the authorized Contract Payment Limit. Should Contractor tail to make necessary corrections in a timely manner, such corrections shall be made by the City and the cost thereof shall be charged to Contractor.
If warranted, City shall determine, and Contractor may request such determination, that Contractor has satisfactorily completed performance of this Contract. Upon such determination, City shall issue to Contractor a written Notice of Final Acceptance, after which Contractor shall not incur further costs under this Contract. Contractor shall respond to such Notice of Final Acceptance by executing and submitting to City a Release and Certificate of Final Payment.
40. Survival. The rights and obligations of the parties which by their nature survive termination or completion of the services covered by this Contract shall remain in full force and effect after termination or completion.
General Conditions/EJ/TE 01-19-11 13 of 13
For the Contract between the City of
Richmond and
Badawi & Associates
EXHIBIT E
SPECIAL CONDITIONS
The General Conditions are hereby amended to include the following modifications and/or provisions (if applicable):
3. City Property. The phrase "unless proprietary in nature" shall be added because audit workpapers are the property of the audit firm per the AICPA professional standards.
4. Patents, Trademarks, Copyrights and Rights in Data. The phrase "unless proprietary in nature" shall be added because audit workpapers are the property of the audit firm per the AICPA professional standards.
5. Inspection. The phrase "unless proprietary in nature" shall be added because audit workpapers are the property of the audit firm per the AICPA professional standards.
6. Services. The first sentence of paragraph 6 shall be deleted because Contractor's audit opinion cannot be subject to the City's approval as it will impair contractor's independence.
Please see attached bulletin.
7. Records. The phrase "unless proprietary in nature" shall be added because audit workpapers are the property of the audit firm per the AICPA professional standards.
15. (b) Indemnification. Paragraph 15 (b) is modified by adding the following sentence "Contractor cannot indemnify the City for any matters caused by the City's action otherwise the contractor is not deemed to be independent."
For the Contract between the City of
Richmond and
Badawi & Associates
EXHIBIT F
INSURANCE PROVISIONS
During the entire term of this Contract and any extension or modification thereof, the CONTRACTOR shall keep in effect insurance policies meeting the insurance requirements specified in the insurance provisions which are attached hereto and incorporated herein by this reference.
_ Exhibit F
Section 8
City of Richmond - Insurance Requirements - Type 2:
Professional Services
In all instances where CONTRACTOR or its representatives will provide professional services (architects, engineers, construction management, counselors, medical professionals, hospitals, clinics, attorneys, consultants, accountants, etc.) to the City of Richmond (City), the City requires the following MINIMUM insurance requirements and limits.
CONTRACTOR shall procure and maintain for the duration of the contract, agreement, or other order for work, services or supplies, 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 and the results of that work by the CONTRACTOR, its agents, representatives, employees or subcontractors. Maintenance of proper insurance coverage is a material element of the contract. Failure to maintain or renew coverage or to provide evidence of renewal may be treated by the City as a material breach of contract.
CONTRACTOR agrees that in the event of loss due to any of the perils for which it has agreed to provide Commercial General Liability insurance, CONTRACTOR shall look solely to its insurance for recovery.
CONTRACTOR hereby grants to CITY, on behalf of any insurer providing Commercial General Liability insurance to either CONTRACTOR or CITY with respect to the services of CONSULTANT herein, a waiver of any right to subrogation which any such insurer of said CONTRACTOR may acquire against the CITY by virtue of the payment of any loss under such insurance.
Original, signed certificates and original, separate policy endorsements, naming the City as an additional insured for general llability coverage, as well as a waiver of subrogation for Workers' Compensation insurance, shall be received and approved by the City before any work may begin. However, failure to do so shall not operate as a waiver of these insurance requirements.
City reserves the right to modify or require additional coverages for specific risk exposures depending on scope of CONTRACTORS work.
Minimum coverage is detailed below. The policy limits of coverage shall be made available to the full limits of the policy. The minimum limits stated herein shall not serve to reduce the policy limits of coverage of CONTRACTOR.
Minimum Scope of Insurance - the following forms shall be provided and coverage shall be at least as broad as the following:
Insurance Services Office Commercial General Liability coverage (ISO Occurrence Form CG 0001), anc including coverage for bodily and personal injury, property damage, and products and completed operations (if applicable).
2. Insurance Services Office Automobile Liability coverage (ISO Form CA 0001, Code 1, Any Auto).
3. Original and Separate Additional Insured Endorsement for General Liability (ISO Form CG 20 10 11/85 or its equivalent) with primary and non-contributory language.
4. Workers' Compensation Insurance as required by the State of California including Employer's Liability coverage.
5. Original and Separate Waiver of Subrogation for Workers' Compensation insurance.
6. Professional Liability or Errors & Omissions Liability Insurance appropriate to the CONTRACTOR'S Required Coverage Minimum Limits
Workers' Compensation and Statutory limits as required by the State of California including $1 million Employers Liability Employers' Liability per accident, per employee for bodily injury or disease.
If CONTRACTOR is self-insured, provide a certificate of Permission to Self- Insure, signed by the California Department of Industrial Relations and Self- Insurance. If contractor is a sole proprietor (has no employees) than contractor must sign "Contractor Release of Liability" found at:
http://www.ci.richmond.ca.us/index.aspx?nid=61.
General Liability $2,000,000 per occurrence for bodily injury, personal injury and property (primary and excess limits damage. If the policy includes a general aggregate, either the general combined) or a mile areas at so it tre per curence.
Policy shall be endorsed to name the City of Richmond as an additional insured per the conditions detailed below.
Type 2 - Page 1 of 3
Revised: September 2011
- Exhibit F
Section 8
City of Richmond - Insurance Requirements - Type 2:
Professional Services
Automobile Liability $1,000,000 per occurrence for bodily injury and property damage.
Professional Liability or Errors & PROJECT COST REQUIRED LIMIT Omissions Liability - $0- $1 million $1 million. p/o.
$1 million - $5 million $2 million p/o
Required for all professionals
Over $5 million $5 million_p/o
including architects, engineers,
consultants, construction
management, counselors, medical
professionals, hospitals, clinics,
Required Policy Conditions
Additional Insured Endorsement Applicable to General Liability coverage.
The City of Richmond, its officers, officials, employees, agents and volunteers are to be named as additional insureds for all liability arising out of the operations by or on behalf of the named insured including bodily injury, deaths and property damage or destruction arising in any respect directly or indirectly in the performance of this contract.
ISO form CG 20 10 (11/85) or its equivalent is required. If the Contractor is supplying their product or providing a service then the endorsement must not exclude products and completed operation:
coverage. If it does, then CG 20 37 (10/01) is also required.
SAMPLE Endorsements can be found at
http:///www.ci.richmond.ca.us/index.aspx?nid=61.
Primary and Noncontributory The contractor's insurance coverage must be primary coverage as it pertains to the City, its officers, officials, employees, agents and volunteers. Any insurance or self insurance maintained by the City is wholly separate from the insurance of the contractor and in no way relieves the contractor from it responsibility to provide insurance.
Waiver of Subrogation Contractor's insurer will provide a Waiver of Subrogation in favor of the City Endorsement Form for Workers' Compensation Insurance during the life of this contract.
SAMPLE Endorsements can be found at
http://www.ci.richmond.ca.us/index.aspx?nid=61.
Deductibles and Self-Insured Any deductible or self-insured retention must be declared to and approver Retentions by the City. At the option of the City either the insurer shall reduce o Contractor is responsible for satisfaction of the deductible and/or self-insured retention for each loss.
A. M. Best Rating A:VII or Better. If the A.M, Best Rating falls below the required rating, CONTRACTOR must replace coverage immediately and provide notice to City.
Umbrella/Excess Liability Policies
If an Umbrella or Excess Liability Policy is used to meet the liability limits, coverage shall be as broad as specified for underlying coverage's and cover those insured in the underlying policies.
Type 2 - Page 2 of 3
Revised: September 2011
_Exhibit F
_ Section 8
City of Richmond - Insurance Requirements - Type 2:
Professional Services
Claims-Made Policies
If any insurance policy is written on a claims-made form: 1) the retroactive date must be shown, and must be before the date of the contract or the beginning of contract work. 2) Insurance must be maintained and evidence of insurance must be provided for at least five (5) years after completion of the contract of work. 3) If coverage is canceled or non-renewed, and not replaced with another claims-made policy form with a retroactive date prior to the contract effective date, the Contractor must purchase an extended period coverage for a minimum of five (5) years after completion of contract work.
Subcontractors
CONTRACTOR shall include all subcontractors as insured under its policies or shall furnish to the City for review an pproval, separate certificates and endorsements for each subcontractor. All coverage for subcontractors shall be subject to all of the requirements stated herein.
CONTRACTOR agrees to defend and indemnify the City of Richmond for any damage resulting to it from failure of either CONTRACTOR or any subcontractor to take out or maintain the required insurance policies. The fact that insurance is obtained by CONTRACTOR, and/or CONTRACTOR's subcontractors, will not be deemed to release or diminish the liability of CONTRACTOR, including, without limitation, liability under the indemnity provisions of this Damages recoverable by CITY from CONTRACTOR or any third party will not be limited by the amount of the required insurance coverage.
Verification of Coverage
All original certificates and endorsements shall be received and approved by the City before work may begin.
The City of Richmond reserves the right to require complete, certified copies of all required insurance policies including endorsements affecting the coverage at any time.
Original insurance certificates and required policy endorsements shall be mailed or delivered to the Designated Project Manager for the City of Richmond.
Insurance certificates and endorsements may be faxed to the Designated Project Manger. However, CONTRACTOR must mail the original certificates and endorsements to Designated Project Manager once faxed.
Continuous Coverage
CONTRACTOR shall maintain the required insurance for the life of the contract. Should the CONTRACTOR cease to have insurance as required during this time, all work by the CONTRACTOR pursuant to this agreement shall cease until insurance acceptable to the City is provided. In the event that CONTRACTOR fails to comply with the City's insurance requirements, the City may take such action as it deems necessary to protect the City's interests. Such action may include but is not limited to termination of the contract, withholding of payments, or other actions as the City deems appropriate.
It services or the scope of work extend beyond the expiration dates of the required insurance policies initially Cancellation
CONTRACTOR shall ensure that coverage shall not be cancelled, reduced or otherwise materially changed except after thirty (30) days' prior written notice has been given to the City.
Reporting Requirements
Any failure to comply with reporting or other provisions of the policies including breaches of warranties shall not affect coverage provided to the City, its officers, officials, employees or volunteers Consistent with Public Policy
The insuring provisions, insofar as they may be judged to be against public policy shall be void and unenforceable only to the minimum extent necessary so that the remaining terms and provisions herein may be consistent with public policy and thus enforceable.
Type 2 - Page 3 of 3
Revised. Sentember 2011
ATTACHMENT "A"
City of Richmond Technical Proposal
The City desires an audit of the financial records for the City and an expression of an opinion Understanding
in accordance with generally accepted accounting principles on the fairness of presentation of of Services to be financial statements for the fiscal years ending June 30, 2020 through 2022, with an option to Provided extend the contract in one-year periods, not to exceed a total of two additional fiscal years.
The Firm will:
includes but is not limited to the financial statements of governmental activities, the and all aggregate remaining fund information in conformity with generally accepted accounting principles in the United States of America.
Express an opinion on the fair presentation of its combining and individual non-major and fiduciary fund financial statements and schedules in conformity with generally accepted accounting principles. The Firm will provide an "in-relation-to" report on the supporting schedules contained in the comprehensive annual financial report based on the auditing procedures applied during the audit of the basic financial statements and schedules.
Provide an "in-relation-to" report on the schedule of federal financial assistance based on the auditing procedures applied during the audit of the financial statements. • Perform the audit in accordance with generally accepted auditing standards accepted in the United States of America, applicable to the financial audit contained in the Government Auditing Standards issued by the Comptroller General of the United States and the provisions of the Uniform Guidance, Audits of States, Local Governments and Non-Profit Organizations.
• Perform limited procedures on supplementary information required by the Government Accounting Standards Board.
• Issue the following reports, following the completion of the audit of the fiscal year's financial statements:
• Independent Auditor's Report on Financial Statements and Schedule of Expenditure of Federal awards
• Report on Internal Control over Financial Reporting and on Compliance and Other Matters Based on an Audit of Financial Statements Performed in Accordance with Government Auditing Standards
• Management Letter comments on Internal Controls
• Independent Auditor's Report on Compliance with Requirements Applicable to Each Major Program and Internal Control over Compliance in Accordance with the Uniform Guidance
• Schedule of findings and questioned costs
Aumpresensive Antan Fina Tial or To here rements and
guidelines of the GOA award program
Successor Agency Report.
Joint Powers Financing Authority Report.
Transportation Development Act Programs (1 program)
State Controller Reports
RHA Housing Authority Report
RHA Properties, RHA Housing Corporation, RHA RAD LLC Reports • GANN Limit Reports
Provide special assistance to the City as needed.
Retain all working papers and reports at the audit firm's expense for a minimum of - years. In addition, make working papers available to the City and/or any governmen agency as appropriate.
Should any conditions be discovered requiring corrective action, the Firm will provide a detailed description of the findings and recommended actions as to their resolution.
BADAWI &ASSOCIATES 21
City of Richmond Technical Proposal
'The Firm will submit a report to the City Council and management detailing auditor's responsibility under generally accepted auditing standards, significant accounting policies, management judgments and accounting statements, significant audit adjustments, other information in documents containing audited financial statements, disagreements with management, management consultations with other accountants, major issues discussed with management prior to retention, difficulties encountered during the audit, and any significant deficiencies or material weaknesses found during the audit. Non-material instances of noncompliance will be reported in a separate management letter, if appropriate, along with any other observations or recommendations determined to be informative to City management.
The Firm will be available to provide advice and counsel regarding significant matters during the year.
The Firm's Partner and Staff welcome the opportunity to make presentations to the City Council and will be ready to respond to questions from the Council and citizens of the City.
Specific Audit Objectives of Our Services
Approach The basic objective of our audit of the City is to conduct an examination of the financial statements in accordance with generally accepted auditing standards and to express our opinion on the fairness of presentation of such financial statements in conformity with generally accepted accounting principles.
Additionally, we believe that another real value of our audit lies in meeting other objectives at no additional cost. The following are other objectives of our services that have important benefits to the City:
• To offer substantive observations and recommendations relating to accounting and operating control policies and procedures.
• To identify opportunities for operating efficiencies and isolate candidate activities for cost reduction opportunities.
• To perform a professional audit in an efficient and effective way to minimize disruption to the office operations.
• To offer ongoing advisory services to assist in the running of the operation and implementation of improved operating procedures.
The engagement will be conducted within the framework of the Firm's quality control program which includes the use of audit programs, careful planning, use of computerized audit software and internal control evaluation & documentation software, and objective review procedures.
On-site staff will use Firm supplied portable computers and printers.
Audit Approach
The specific audit approach has been designed to efficiently and effectively address the audit requirements of the City, to perform the audit of the City's financial records in a timely manner with minimal disruptions to office operations, and to meet the City's timeline.
The audit will be conducted in accordance with:
1) Generally accepted auditing standards established by the AICPA. 2) The standards contained in Government Auditing Standards issued by the GAO.
Provisions of the Single Audit Act and the Uniform Guidance. 4) Requirements issued by the California State Controller's office.
Other requirements as required.
BADAWI ASSOCIATES
22 City of Richmond Technical Proposal
We will conduct the necessary audit steps to perform:
Planning of the engagement.
: Evaluation of the existing internal control environment to determine degree of risk of material misstatement.
• Determination of degree of compliance with laws, regulations, grant provisions, and City approved policies.
• Assessment of potential fraudulent issues.
Validation of account balances.
• Verification of reasonableness of management estimates.
Technical Approach
disruption to your staff.
The core of our governmental technical audit approach can be summarized as follows:
1. Planning, Understanding and Communication:
Based on our previous audit experience, using the budget, organizational charts, manuals and other financial information systems and our knowledge of how governments work, we will obtain an insight to the specific concerns and sensitivities of the City. Our understanding is updated continuously through our year-round contact and communication efforts. We will agree on common audit objectives and expectations with management before audit work begins and, throughout the audit, will meet regularly with management to discuss audit issues and to gather feedback.
2. In-Depth Review of Systems and Controls:
We have developed diagnostic reviews which enable us to evaluate your systems and controls, and to provide management with constructive feedback. Combined with our knowledge of the City and understanding and experience with the City's accounting software, our control review will form the basis of our audit risk assessment. We will utilize the COSO approach in our evaluation of the City's internal processes to identify potential control deficiencies. In future years, we will update our understanding through similar procedures.
3. Risk-Based Customized Testing Program:
Our audit approach is tailored to governmental applications. We will use audit programs specifically designed to address the operational environment of governmental entities. Ou approach will identify potential control risks and the opportunities for risk of materia nisstatements and fraud. We will evaluate the various risk assessments and identify th otential risks relating to the
• Balance Sheets/ Statement of Net Position
• Statement of Revenues and Expenditures / Statement of Activities Presentation
: Disclosure
Our audit procedures will then be developed to address these risk areas.
BADAWI &ASSOCIATES 23
City of Richmond Technical Proposal
4. Expanded Interim Fieldwork:
Timeliness and audit efficiency is enhanced by performing extensive interim work.
Partners, managers and senior staff work with City staff to identify and resolve potential audit issues early. Accordingly, the amount of audit work to perform at year end is minimized. Because our audit staff is familiar with the operations before year-end fieldwork begins, disruption of accounting staff is minimized.
5. Smooth Transition:
Our testing program focuses on audit risks identified by our understanding of the City's operations. We will work with the accounting staff to identify the most effective ways to address our objectives. Communication between the members of the audit engagement team and City staff will be fluid and continuous.
6. Sample Size and Sampling Techniques:
Our audit approach will include sampling activities. Population size and the level of assurance to be derived from a particular test will dictate the sample size. We use sampling in our audit approach to compliment skilled judgment and knowledge of the particular situation. Our sample size will range normally from 25 to 60 items.
7. Automated Systems:
We will evaluate controls over the IT functions to assess control risk. We intend to test controls for purposes of reliance. Our review procedures will evaluate controls over:
• Security Management
• Logical and Physical Access
• Configuration Management
• Segregation of Duties
• Contingency Planning
In addition, we will review controls over:
• Input, processing, output, master data
• Application interface
• Data management system interface
Our Information Technology Specialists Group will evaluate the IT operating control environment.
8. Analytical Procedures:
We use analytical procedures in several aspects of our audit. Extensive knowledge anc industry background are required for effective analytics, and our staff possesses the appropriate experience and knowledge for the City to benefit from these procedures.
9. Approach to be Taken in Determining Laws and Regulations Subject to Audit Teet We continuously refer to specific regulations, compliance supplements, state guidelines and contracts currently in force. We perform the procedures required related to laws and regulations, using inquiries, observations and sampling techniques. Some of the laws and regulations that we believe may be applicable to the City are the requirements of the California Public Utilities Commission, Single Audit Act and other applicable laws and regulations, including the California Government Code, provisions of applicable Grant guidelines, California Constitution GANN Limit requirements, requirements of local measures, Child Care Program compliance requirements, etc.
BADAWI &ASSOCIATES
24 City of Richmond Technical Proposal
10. Report Format:
We will meet with City Management to review report formats. Any report format changes will be made in conjunction with approval from the City's management.
11. Work Plans:
The detailed work plans will be designed to efficiently and effectively address the audit requirements of the City in accordance with generally accepted auditing standards, to perform the audit of the City's financial records in a timely manner with minimal disruptions to office operations, and to meet the City's timeline.
12. Adjusting Journal Entries:
We will discuss and explain proposed audit adjusting entries with the City's designated Finance Department personnel prior to recording. Audit adjusting entries will be providec in a format showing the lowest level of posting detail needed for data entry on the City's general ledger system.
13. Listing of Schedules and Tables (anticipated to be prepared by the City):
Based on preliminary inquiries made with management and City staff and review of documents, we will tailor a list of schedules, tables, and other reconciliations required for the audit. We will take into account as much as possible reconciliations already prepared by the City for day to day operations and reporting, as well as any reports that are system generated to limit the need for additional City staff hours.
The following is a listing of some of the significant reconciliations that we would normally expect the City to provide to us in assisting us in conducting our fieldwork. • Trial Balance • Reconciliation of Receivables to
• CAR and Account Roll Up Schedule subsidiary ledgers
• Budget to Actual Reports • Calculations for estimate of allowance • Bank Reconciliations for uncollectible accounts
• Listing of manually prepared journal • Loans Receivable Schedules entries posted • Reconciliation of Significant Revenue
• Summary of Investments held by the Accounts
City • Utility billing Registers and Fee
• Capital Asset Schedules schedules
• Long Term Debt Schedules • Compensated Absences and Early • Debt amortization schedules & Retirement Obligation Schedules and Calculations of deferred amounts Copies of Related Policies • Calculations of any debt covenants • Claims Payable schedules amounts or percentages • Pension and OPEB Roll Forward & • Schedule of Operating Leases Supporting Schedules
• Schedule of Expenditures of Federal • GASB 54 Fund Balance Roll Forward Awards Schedule
• Analysis of Deferred Inflows of • Interfund Transaction Schedules Resources an Deferred Outflows of
Resources
BADAWI &ASSOCIATES 25
City of Richmond Technical Proposal
14. Computer Software:
The firm maintains a variety of software packages in the audit and financial statement compilation process, which include MS Office (Word, Excel, etc.), Prosystem tx Engagement, Accounting Research Manager, and CCH Knowledge Coach. Our audit staff also have the ability to run analytical queries, ratio analysis, customized reports, and other types of data analysis using CCH TeamMate Analytics.
Our audit software enables us to link our audit trial balance to the financial statements, for efficient financial statement compilation. It allows us to create various analytical reports easily (e.g. year to year comparisons, budget to actual comparisons, trend analysis, ratio analysis, etc.). TeamMate Analytics provides us with more than 150 Computer Aided Audit Tools (or CAATS) that allow us to perform powerful data analysis, perform complex calculations, analyze duplicates, detect gaps in sequenced items (e.g. check numbers, invoice numbers, journal entry numbers), compare spreadsheets for matching or missing records and quickly visualize your data for analysis and reporting.
Our research tools are always kept up to date to ensure compliance with accounting and auditing standards, and are also a resource for us to provide guidance to our clients.
We also use CCH Engagement Organizer, which provides an automated way to request, send, and receive documents from the City before and during an engagement. Files of any type can be attached to individual document requests on our electronic 'Prepared by Client (PBC)' list, which allows for easier tracking of the documents received and outstanding. The CCH Engagement Organizer also sends notifications when changes are made or when outstanding requests are approaching their due date.
BADAWI &ASSOCIATES
26 City of Richmond Technical Proposal
Audit Schedule
2020
Period Audit Tasks
Interim Audit Procedures
June - July Planning and Administration
• Review and obtain copies of key work papers of prior audit firm.
The entrance conference shall be held with City staff. The purpose of this meeting will be to discuss prior audits and the interim work to be performed. This meeting will also be used to establish overall liaison for the audits and to make arrangements for work space and other needs.
Review and evaluate the City's accounting and financial reporting.
Prepare an overall memo of recommendations, potential issues, and suggestions for improvements.
Prepare overall memo to City confirming audit procedures, timing, Prepare detailed audit work plan and audit programs, audit budget and staffing schedule, and list of schedules to be prepared by City staff.
June - July Internal Control Evaluation
• Meeting with key Finance Division personnel
• Obtain and document understanding of key internal control systems through walk-throughs, interviews of staff, and review of supporting documentation
General ledger system.
Budgeting system.
Revenue, utility billing, accounts receivable, and cash collections.
Purchasing, expenditures, accounts payable, and cash
disbursements.
Payroll.
Federal Financial Assistance.
Other systems.
• Identify control risks.
Evaluate IT control environment.
Perform testing of the internal control system and evaluate the effectiveness of the City's systems. Select large dollar and random adequacy of support and approvals, and conclude on degree of adherence to accuracy and compliance with City policies.
Conduct fraud assessment procedures.
Assess degree of risk for material misstatement.
• Provide to the City's management a memo concerning
management letter points and identify issues, if any
BADAWI &ASSOCIATES
27 City of Richmond Technical Proposal
2020
Period Audit Tasks
June - July - Other Tasks
• Review minutes of City Council meetings and other key committees.
Preliminary testing, verify and validate account balances by reviewing supporting documentation including invoices, vouchers, council resolutions, minutes, and other documents, as required. • Preliminary Single Audit and other compliance testing • Coordinate with City staff and prepare of all appropriate confirmation requests including:
Bank accounts.
Investment pool accounts.
Accounts receivable.
Federal grants.
Revenue from governmental agencies.
Bond and other debts.
Pension plan.
Attorney letters.
Others, as required.
• Provide City with audit plan and list of year-end audit schedules. • • Hold progress conference with City Management.
• Hold exit conference with City Management.
October 16 - - Final Field work
November 13
• Entrance conference with City Management.
• Follow-up on all outstanding confirmations.
•
minutes, and other documents, as required.
• Perform analytical review of revenue and expenditures. Determine reason for material differences between budget and actual.
Perform a search for unrecorded liabilities by reviewing disbursements subsequent to June 30, testing terms of contractual obligations, and interviewing City staff.
Perform review of subsequent events by discussions with City Management and update all minutes of City Council and key committees.
- Single Audit Compliance (if required)
Entrance conference with City Management.
Obtain Federal Financial Assistance Schedule.
Determine grants to be considered as major programs including clusters.
Perform audit tests of major grant programs and compliance with Federal Law and Regulations.
• Review grant documents, select sufficient number of transactions to test for compliance of Federal Requirements
A Coordinate Single Audit efforts with the Financial Audit efforts.
Communicate findings to City Management.
Other Compliance
BADAWI &ASSOCIATES
28 City of Richmond Technical Proposal
2020
Period Audit Tasks
November - - Audit Reports
December
• Prepare drafts of City CAFR
• Prepare draft of Single Audit Reports concerning internal contro structure, compliance with laws and regulations, and administering of federal financial assistance programs.
• Prepare other reports as required
December 18 • Provide revised final drafts of all required reports to the City for approval
December 25 - Final Audit Reports, Financial Statements, and Single Audit Reports delivered.
January 2021 - Audit Presentation to Council
Note: The timeline proposed is different from the requested timeline in the request for proposal. We have proposed the above alternate timeline to allow for sufficient review time for the City, and also allow sufficient time for quality control review.
Estimated Hours by Audit Phase
Interim Year End
Position Planning Fieldwork Fieldwork Reporting Total
Partner 53 140 314
Audit Manager 53 214 323 39 629
Audit Senior 105 315 469 53 942
Professional Audit Staff 440 656 66 1,162
IT Specialist 8 - 8
Administrative Assistant 26 43 111
Total 237 1,071 1,630 228 3,166
BADAWI &ASSOCIATES
29 City of Richmond Technical Proposal
Discussion of Identification of Anticipated Potential Audit Problems Relevant We do not anticipate that there will be any audit problems at the City. However, the following are some areas that we will carefully investigate and monitor during our audit procedures:
Accounting • Financial Reporting:
Issues > Review and evaluate that the City's Annual Financial Reports are in compliance with current reporting and disclosures requirements issued by the GASB and GOA.
Review Annual Financial Reports for financial reporting conformance awards issued by CSMFO and GOA.
Review and evaluate degree of compliance with the various GASBs in effect.
Review degree of compliance with infrastructure obligations and regulatory provisions.
• Internal Control Structure:
• Review and evaluate the City's internal control functions and ascertain compliance with proper internal control philosophies.
> Review computer system processes and controls and evaluate adequacy of the control environment.
Several new GASB pronouncements will become effective over the time period of this proposal. As such, specific attention will be provided to determine the proper implementation of these new pronouncements. A list of known new pronouncements with implementatior dates that fall within this proposal period are as follows:
• Statement 84 - Fiduciary Activities
• Statement 90 - Majority Equity Interests-an amendment of GASB Statements No. 14 and No. 61
• Statement 87 - Leases
• Statement 89 - Accounting for Interest Cost Incurred before the End of a Construction 2022
• Statement 91 - Conduit Debt Obligations
BADAWI &ASSOCIATES
30 City of Richmond Technical Proposal
A client relationship with the City will be of great value to our Firm and we welcome the Conclusion opportunity to develop a long-term relationship with the City. We are committed to:
• Rendering the highest standard of service.
• Developing a long-term working relationship dedicated to meeting the needs of the City.
• Assisting the City in operational issues.
• Producing a quality end-product.
We have the technical qualifications and experience to provide the level of service desired and expected by the City and stand ready to provide our knowledge and experience for the benefit of your organization.
We would like to express our appreciation to the City and to its Staff for allowing us the opportunity to submit a proposal to perform professional auditing services. We are available, at your convenience, to discuss any aspects of our proposal.
Thank you for allowing us to present our Firm to you.
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BADAWI &ASSOCIATES
31 ATTACHMENT "B"
City of
Richmond
SEALED DOLLAR COST BID PROPOSAL
For Professional Auditing Services for
City of Richmond
For fiscal years ending June 30, 2020 through 2022, with an option to extend the contract in one-year periods, not to exceed a total of two additional fiscal years.
January 17, 2020
Contact Person:
hmed Badawi, CPA
adawi & Associates
Certified Public Accountants
2855 Telegraph Avenue, Suite 312
BADAWI CYASSOCIATES
CERTIRED PUBLIC ACCOUNLANIS
City of Richmond Cost Proposal
Name of Firm and Certification
Name of Firm: Badawi & Associates
Address: 2855 Telegraph Avenue, Suite 312
City, State, Zip: Berkeley, CA 94705
Contact Name: Ahmed Badawi
Contact Telephone Numbers): 510-768-8244
Contact Fax Number(s): 510-768-8249
Contact E-mail Address: [email protected]
1, the undersigned, certify 1 am duly authorized to represent the above named firm and am empowered to submit this bid. In addition, I certify I am authorized to contract with the City on behalf of the above named firm.
The Firm will honor the prices listed in this proposal for 180 days from the submittal deadline.
AhmedBads
President January 17, 2020
Signature Title Date
Ahmed Badawi
Name (print)
BADAWI ASSOCIATES
City of Richmond Cost Proposal
Schedule of Professional Fees
NOT TO EXCEED PRICE FOR PROPOSED SERVICES SCHEDULE
In accordance with the Request for Proposal for Audit Services issued by City of Richmond, the firm referenced below hereby submits the following cost proposal:
Optional Year
Basic Reports to Be Issued Hours 2020 2023 2024
City Audit, including CAFR/ Prop 111/ Management Letter 2,038 $ 191,455 $ 195,535 $ 199,175 $ 199,175 $ 199,175 Audit of Successor Agency Footnote Disclosures 10,055 10,140 10,475 10,475 10,475 Joint Powers Financing Authority Financial 149 14,015 14,230 14,640 14,640 14,640 Single Audit Act Report (6 programs) 527 49,540 50,670 51,430 51,430 51,430 Transportation Development Act Programs (1 program) 49 4,610 4,650 4,885 4,885 4,885 Annual Report of City Financial Transactions to State Controller, Municipal Sewer District, Joint Powers Financial Authority, Policy and Firemen's Pension Plan, Garfield Pension Plan, and General Pension Plan. 114 10,690 10,965 11,210 11,210 11,210 Web-ready PDF of CAR with linked table of contents.
Housing Authority, RHA Properties and its affiliated Entities 137 12,875 13,110 13,415 19,115 13,415 Housing Authority Single Audit & REAC (2 Programs) 45 4,180 4,325 4,545 4,545 4,545 Total All Inclusive Maximum Price 3,166 $297,420 $303,625 $309,775 $309,775 $309,775 Optional Year
2020 2021 2022 2023 2024
Classification Hours Rates Hours Rates Hours Rates Hours Rates Hours Rates Partner 314 $ 150 304 $155 296 296
$160 $160 296 $160
Audit Manager 629 120 608 125 591 130 591 130 591 130
Audit Senior 942 85 914 90 887 95 887 95 887 95
Professional Audit Staff 1,162 75 1,127 80 1,094 85 1,094 85 1,094 85 IT Specialists 8 120 8 125 7 130 7 130 7 130
Administrative Assistant 111 60 109 65 106 70 106 70 106 70 Total 3,166 3,070 2,981 2,981
2,981
I hereby certify that the undersigned is authorized to represent the firm stated above, and empowered to submit this bid, and if selected authorized to sign a contract with the City, for the services identified in the Request for Proposals.
Firm Name: Badawi & Associates
Signature: AhedBad
Printed Name: Ahmed Badawi
Title: President Date: January 17, 2020
BADAWI &ASSOCIATES
2 City of Richmond Cost Proposal
Manner of Payment:
Each Engagement Team member maintains detailed time sheets describing work performed, date of work. and amount of time spent on each task for the Engagement. The Firm will bill the City after completion of each ot be firepr delivered and accepted by the City. Interim billings will cover a period o not less than a calendar month, and will be detailed on the invoices for the City, Single Audit, and each agreed- upon procedure report. The City can anticipate three billings as follows:
% of Proposal
Work Performed Amount
For interim work 45%
For year-end work 45%
At presentation and acceptance of final reports 10%
Total 100%
Rates for Additional Professional Services:
Any services outside the scope of our engagement will be promptly identified before the services are rendered.
Jpon mutual agreement, the out-of-scope services will be separately billed at our standard hourly rates. Whil t can be difficult to simply state hourly rates, as often times the needs of the client and the specific tasks directly impact the billing rates for our services, we want to provide the following information regarding our published billing rates:
Position Hourly Rate
Partner 200
EAR 200
Manager 150
Senior 125
Staff 100
IT 150
Admin. 75
Our Standard Hourly Rates are adjusted annually by 3% for Cost of Living and Inflation Adjustments A client relationship with the City will be of great value to our Firm and we welcome the opportunity to develop a long-term relationship with the City. We are committed to:
Rendering the highest standard of service.
* Developing a long-term working relationship dedicated to meeting the needs of the City. * Assisting the City in operational issues.
* Producing a quality end-product.
We have the technical qualifications and experience to provide the level of service desired and expected by the City and stand ready to provide our knowledge and experience for the benefit of your organization.
We would like to express our appreciation to the City and to its Staff for allowing us the opportunity to submit a proposal to perform professional auditing services. We are available, at your convenience, to discuss any aspects of our proposal.
Thank you for allowing us to present our Firm to you.
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BADAWI &ASSOCIATES
3 ACORD® CERTIFICATE OF LIABILITY INSURANCE DATE (MMIDDYYYY) 3/25/2020
THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS
CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURERS), AUTHORIZED REPRESENTATIVE OR PRODUCER, AND THE CERTIFICATE HOLDER.
IMPORTANT: If the certificate holder is an ADDITIONAL INSURED, the policy(ies) must have ADDITIONAL INSURED provisions or be endorsed f SUBROGATION IS WAIVED, subject to the terms and conditions of the policy, certain policies may require an endorsement. A statement or this certificate does not confer rights to the certificate holder in lieu of such endorsements).
CONTACT
PRODUCER NAME:
Dealey, Renton & Associates PHONE | FAX, No: 510-452-2193 P. O. Box 12675 (A/C, No, Ext): 510-465-3090
Oakland CA 94604-2675 ENEss: [email protected] INSURERS) AFFORDING COVERAGE NAIC #
License#: 0020739 INSURERA: Great Divide Insurance Company INSURED BADAWASSO INSURER B: Valley Forge Insurance Company Badawi & Associates 20508
INSURER C: Continental Casualty Company 20443
2855 Telegraph Avenue, Suite 312
Berkeley CA 94705 INSURER D:
INSURER E:
INSURER F:
CERTIFICATE NUMBER: 189178898 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.
LTR TYPE OF INSURANCE
X COMMERCIAL GENERAL LIABILITY $1,000,000
CLAIMS-MADE X OCCUR DAMAGE TO RENTED
PREMISES (Ea occurrence) $ 300,000
MED EXP (Any one person) $5,000
PERSONAL & ADV INJURY $1,000,000
GEN'L AGGREGATE LIMIT APPLIES PER: GENERAL AGGREGATE $2,000,000 POLICY X PRO JECT LOC PRODUCTS - COMP/OP AGG $2,000,000 OTHER:
AUTOMOBILE LIABILITY Y 6025157574 3/19/2020 3/19/2021 COMBINED SINGLE LIMIT $1,000,000 (Ea accident)
ANY AUTO BODILY INJURY (Per person) $
OWNED SCHEDULED BODILY INJURY (Per accident) S
AUTOS ONLY AUTOS
HIRED NON-OWNED PROPERTY DAMAGE
AUTOS ONLY AUTOS ONLY Per accident)..
10 | 4A
UMBRELLA LIAB _ OCCUR 6025157655 3/19/2020 3/19/2021 EACH OCCURRENCE $ 1,000,000 EXCESS LIAB CLAIMS-MADE $1,000,000
AGGREGATE
DED RETENTION$
B WORKERS COMPENSATION 6025157610 3/19/2020 3/19/2021 STATUTE T TER
AND EMPLOYERS LIABILITY YIN
N/ A E.L. EACH ACCIDENT $1,000,000
(Mandatory in NH) E.L. DISEASE - EA EMPLOYEE $ 1,000,000 BYSRIPTONOFOPERATIONS below EL. DISEASE - POLICY LIMIT $1,000,000 A Accountants CAB20150806 3/19/2020 3/19/2021 1,000,000 each clair $10,000 Ded Proessional Liat 2,000,000 Aggregat Claims Made
CERTIFICATE HOLDER CANCELLATION 30 Days notice
SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE
THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS.
City of Richmond
450 Civic Center Plaza
AUTHORIZED REPRESENTATIVE
Richmond CA 94804
prame to
1 © 1988-2015 ACORD CORPORATION. All rights reserved.
ACORD 25(2016/03) The ACORD name and logo are registered marks of ACORD SB146932F
CNA (Ed. 6-16)
Policy# 6025157574
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
Blanket Additional Insured Provisions
A. Additional Insured - Blanket Vendors
B. Miscellaneous Additional Insureds
C. Additional Provisions Pertinent to Additional Insured Coverage
1. Primary - Noncontributory provision
2. Definition of "written contract."
Il. Liability Extension Coverages
A. Bodily Injury - Expanded Definition
B. Broad Knowledge of Occurrence
C. Estates, Legal Representatives and Spouses
D. Legal Liability - Damage to Premises
E. Personal and Advertising Injury - Discrimination or Humiliation F. Personal and Advertising Injury - Broadened Eviction G. 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;
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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; g. 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 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. or f.; 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
•. Coverag tortory iran or preparty dana hole vir are troduct coma is operatony, 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 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.
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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.
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 naintenance, operation or use of such equipment, provided that the "occurrence" giving rise to suc '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
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. g. 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 SB146932F (6-16)
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(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.
i. Trade Show Event Lessor
Nith 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" cause 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. j. 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 With respect only to additional insured coverage provided under paragraphs A. and B. above:
1. The BUSINESSOWNERS COMMON POLICY CONDITIONS are amended to add the following to the Condition entitled Other Insurance:
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.
2. 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:
a. Is currently in effect or becomes effective during the term of this policy; and b. Was executed prior to:
SB146932F (6-16)
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(1) The "bodily injury" or "property damage"; or
(2) The offense that caused the "personal and advertising injury"; for which the additional insured seeks coverage.
Il. 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 50020007460251575741391
for claims arising solely out of their capacity as such and, in the case of a spouse, where such claim seeks D. 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 SB146932F (6-16)
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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, anc 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.
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 shown in the Declaration.
E. 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
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(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.
F. 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 G. 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 50020007460251575741392
SB146932F (6-16)
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SB146902G
CNA Policy Number: 6025157574 (Ed. 6-16)
THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY.
HIRED AUTO AND NON-OWNED AUTO LIABILITY
This endorsement modifies insurance provided under the following:
BUSINESSOWNERS LIABILITY COVERAGE FORM
BUSINESSOWNERS COMMON POLICY CONDITIONS
SCHEDULE
Insurance is provided only with respect to those coverages for which a specific limit is shown:
COVERAGE LIMIT
Hired Auto Liability: $ 1,000,000
Non-owned Auto Liability: $ 1,000,000
(If no entry appears above, information required to complete this endorsement will be shown in the Declarations as applicable to this endorsement.)
PROVISIONS
A. COVERAGE
With respect only to the Coverage(s) for which a limit is shown in the SCHEDULE above, the insurance provided under Coverage A.1. Business Liability for "bodily injury" and "property damage" also applies to "bodily injury" or "property damage" arising out of the maintenance or use of a:
• "Hired auto" used by you or your "employee" in the course of your business; and/or • "Non-owned auto" used in the course of your business. Maintenance or use of a "non-owned auto" includes test driving in connection with an "auto business."
With respect only to the coverage provided by this endorsement, under Coverages, coverage A.1. Business Liability is amended to:
1. Delete paragraph A.1.b.(1)(b) and replace it with the following:
b. This insurance applies:
(1) To "bodily injury" and "property damage" only if:
(b) The "occurrence" occurs during the policy period; and
2. Delete paragraph A.1.b.(2),.
B. LIMITS OF INSURANCE
With respect only to the coverage provided by this endorsement, SECTION D. Liability And Medical Expenses Limits of Insurance is deleted in its entirety and replaced with the following:
D. Limits Of Insurance
1. Regardless of the number of:
a. Insureds;
b. Claims made or "suits" brought;
c. Persons or organizations making claims or bringing "suits"; or d. "Autos."
the applicable Hired Auto Liability limit or Non-Owned Auto Liability limit shown in the Declarations is the most we will pay for damages under SECTION A. Coverages because of all "bodily injury" and "property damage" resulting from any one "occurrence" arising out of the maintenance or use of a "hired auto" or "non-owned SB146902G (Ed. 6-16)
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C. EXCLUSIONS
With respect only to the insurance provided by this endorsement:
1. Under Exclusions, the paragraph entitled Applicable to Business Liability Coverage is amended to delete all exclusions except exclusions a., b.,d., d., f. and i. and to add the following exclusions:
This insurance does not apply to:
• Fellow Employee
"Bodily injury" to:
(1) Any fellow "employee" of the insured arising out of and in the course of employment by the insured or while performing duties related to the conduct of the insured's business; or (2) The spouse, child, parent, brother or sister of that fellow "employee" while as a consequence of Paragraph (1) above.
• Care, Custody or Control
"Property Damage" to:
(1) Property owned or being transported by, or rented or loaned to the insured; or (2) Property in the care, custody or control of the insured.
D. WHO IS AN INSURED
With respect only to the insurance provided by this endorsement, Who Is An Insured is replaced by the following:
Each of the following is an insured under this insurance to the extent set forth below:
1. You;
2. Subject to paragraph 3.c. below, your "employee" while operating an "auto" hired or rented under a contract or agreement, with your permission, in that "employee's" name, while performing duties related to the conduct of your business.
3. Anyone else including any partner or "executive officer" of yours while using with your permission a "hired auto" or a "non-owned auto" except:
a. The owner or lessee (of whom you are a sublessee) of a "hired auto" or the owner or lessee of a "non-owned auto" or any agent or "employee" of any such owner or lessee; b. Your "employee" if the covered "auto" is owned by that "employee" or a member of his or her household; c. Your "employee" if the covered "auto" is leased, hired or rented by him or her or a member of his or her household under a lease or rental agreement for a period of 180 days or more; d. Any partner or "executive officer" with respect to any "auto" owned by such partner or officer or a member of his or her household;
e. Any partner or "executive officer" with respect to any "auto" leased or rented to such partner or officer or a member of his or her household under a lease or rental agreement for a period of 180 days or more; f. Any person while employed in or otherwise engaged in duties in connection with an "auto business," other than an "auto business" you operate;
. Anyone other than your "employees," partners, a lessee or borrower or any of their "employees," whi loving property to or from a "hired auto" or a "non-owned auto"; c Any other person or organization, but only with respect to their liability because of acts or omissions of an insured under 1., 2. or 3. above.
E. AMENDED DEFINITION
The Definition of "insured contract" in Section F-Definitions is amended by the addition of the following exceptions to paragraph f.:
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Paragraph f. does not include that part of any contract or agreement:
• That pertains to the loan, lease or rental of an "auto" to you or any of your "employees," if the "auto" is loaned, leased or rented with a driver; or
• That holds a person or organization engaged in the business of transporting property by "auto" for hire harmless for your use of a covered "auto" over a route or territory that person or organization is authorized to serve by public authority.
F. ADDITIONAL DEFINITIONS
Section F. Definitions is amended by the addition of the following definitions:
a. "Auto Business" means the business or occupation of selling, repairing, servicing, storing or parking "autos." b. "Hired auto" means any "auto" you or your "employee" lease, hire, rent or borrow in the course of your business.
This does not include:
i. Any "auto" you lease, hire or rent under a lease or rental agreement for a period of 180 days or more, or ii. Any "auto" you lease, hire, rent or borrow from any of your "employees," partners, stockholders, or members of their households.
c. "Non-owned auto" means any autos" you do not own, lease, hire, rent or borrow that are being used in the course and scope of your business at the time of the "occurrence." This includes "autos" owned by your you buses at he in of house not "employees" or partners or members of their households but only while being used in the course and scope of If you are a sole proprietor, "non-owned auto" means any "autos" you do not own, lease, hire, rent or borrow that are being used in the course and scope of your business or personal affairs at the time of the "occurrence." G. With respect only to the operation of a "hired auto" or "non-owned auto," Paragraph H, of the Businessowners Common Policy Conditions is deleted and replaced with the following:
H. Other Insurance
1. Except for any liability assumed under an "insured contract" the insurance provided by this Coverage Form is excess over any other collectible insurance.
However, if your business is the selling, servicing, repairing, parking or storage of "autos," the insurance provided by this endorsement is primary when covered "bodily injury" or "property damage" arises out of the operation of a customer's "auto" by you or your "employee."
2. When this Coverage Form and any other Coverage Form or policy covers on the same basis, either excess or primary, we will pay only our share. Our share is the proportion that the Limit of Insurance of our Coverage Form bears to the total of the limits of all the Coverage Forms and policies covering on the same basis.
All other terms and conditions of the Policy remain unchanged.
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G-19160-B
CNA Policy # 6025157610 (Ed. 11/97)
WORKERS' COMPENSATION AND EMPLOYERS' LIABILITY INSURANCE POLICY
BLANKET WAIVER OF OUR RIGHT TO RECOVER FROM OTHERS
This endorsement changes the policy to which it is attached. t is agreed that Part One Workers' Compensation Insurance G. Recovery From Others and Part Two Employers iability Insurance H. Recovery From Others are amended by adding the following:
Ve will not enforce our right to recover against persons or organizations. (This agreement applies only to the extent tha ou perform work under a written contract that requires you to obtain this agreement from us.
PREMIUM CHARGE -
The charge will be an amount to which you and we agree that is a percentage of the total standard premium for California exposure. The amount is
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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
L Blanket Additional Insured Provisions
A. Additional Insured - Blanket Vendors
B. Miscellaneous Additional Insureds
C. Additional Provisions Pertinent to Additional Insured Coverage
1. Primary - Noncontributory provision
2. Definition of "written contract."
Il. Liability Extension Coverages
A. Bodily Injury - Expanded Definition
B. Broad Knowledge of Occurrence
C. Estates, Legal Representatives and Spouses
D. Legal Liability - Damage to Premises
E. Personal and Advertising Injury - Discrimination or Humiliation F. Personal and Advertising Injury - Broadened Eviction G. 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;
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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; g. 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 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 (1) The exceptions contained in Subparagraphs d. or f.; 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
. Coverage for "bodily injurv" or "property damade
Cazard. But is dily gray or pres noy damage in exted citin age or suctione drovered oy 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 12) Premises such person or organization owns, maintains or controls while you lease or occupy these 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.
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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.
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
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. g. 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 SB146932F (6-16)
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(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.
i. Trade Show Event Lessor
Nith respect to your participation in a trade show event as an exhibitor, presenter or displayer, any erson 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" cause 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. j. 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 With respect only to additional insured coverage provided under paragraphs A. and B. above:
1. The BUSINESSOWNERS COMMON POLICY CONDITIONS are amended to add the following to the Condition entitled Other Insurance:
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.
2. 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:
a. Is currently in effect or becomes effective during the term of this policy; and b. Was executed prior to:
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(1) The "bodily injury" or "property damage"; or
(2) The offense that caused the "personal and advertising injury"; for which the additional insured seeks coverage.
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 othe endorsement controls with respect to such provision, and the changes made by this endorsement to such provision de 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 D. 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 SB146932F (6-16)
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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 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.
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 t remises Rented to You limit shown in the Declaration
E. 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
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(b) Any "executive officer," director, stockholder, partner, member or manager (if you are a limited liability company) of the insured; and
(2) Not italy or indiyy reda fand to ton or person by angiestive employment, past employment or Under Easi. Applit Business Liability Coverage, the exclusion entitled Personal an 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 oral and Aversing Ina Lising is excuded criter by the provisions of the pot or by endorsement.
F. 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 G. 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. 40020007460251575743141
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