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HomeMy WebLinkAboutPENNELL CONSULTING, INC.INSURANCE NOT ON FILE WORK MAY NOT PROCEED CITY 11-A Z 6 2024 DATE: A-2024-128 1W AGREEMENT BETWEEN PENNELL CONSULTING, INC. AND CITY OF SANTA ANA TO PROVIDE JAIL SECURITY AND CONTROL SYSTEMS UPGRADE ASSESSMENT THIS AGREEMENT is made and entered into on this 20a' day of August 2024, by and between Pennell Consulting, Inc. ("Consultant"), and the City of Santa Ana, a charter city and municipal corporation organized and existing under the Constitution and laws of the State of California ("City"). RECITALS A. On September 12, 2023, the City issued Request for Proposals No. 23-140, incorporated by reference herein, seeking consulting firms to perform a jail security and control systems upgrade assessment. The City desired the consulting firms to have specialized special skills and knowledge in the fields of consultation, system design, and project management services pertaining to correctional facility security controls systems and related technologies including but not limited to; security systems, user interfaces, access control systems, video surveillance systems, intercom systems, duress alarm systems, telecommunications systems, and system integrations. Services were to include but not limited to: current and future capabilities assessment, needs evaluation, review and recommendation of appropriate hardware and software components, request for proposals creation, evaluation of bids, contract review, and construction project management, B. Consultant represents it is able and willing to provide such services to the City. C. In undertaking the performance of this Agreement, Consultant represents it is knowledgeable in its field and any services performed by Consultant under this Agreement will be performed in compliance with such standards as may reasonably be expected from a professional consulting turn in the field. NOW THEREFORE, in consideration of the mutual and respective promises, and subject to the terms and conditions hereinafter set forth, the parties agree as follows: 1. SCOPE OF SERVICES Consultant shall perform during the term of this Agreement, the tasks and obligations including all labor, materials, tools, equipment, and incidental customary work required to fully and adequately complete the services described and set forth in Scope of Services - Exhibit A, attached hereto and incorporated by reference. 2. COMPENSATION a. City agrees to pay, and Consultant agrees to accept as total payment for its services for City, the rates and charges identified in the Cost Proposal - Exhibit B, attached hereto and incorporated by reference. Payments shall be made under the following schedule: Upon execution/Upon Start of Phase 1: Site Investigation and Project Design $61,785 Upon Start of Phase 2: Project Procurement $17,930 Upon Start of Phase 3: Construction/histallation $95,906 The total cost for Phases 1 through 3 is $175,621.00. The total amount to be expended during the term of this Agreement shall not exceed $193,183.10, which includes a 10% contingency fee of $17,562.10. b. Consultant shall invoice City upon the start of each phase for services performed pursuant to this Agreement. Payment by City shall be made within forty-five (45) days following receipt of proper invoice evidencing work performed, subject to City accounting procedures. City and Consultant agree that all payments due and owing under this Agreement shall be made through Automated Clearing House (ACH) transfers. Consultant agrees to execute the City's standard ACH Vendor Payment Authorization and provide required documentation. Upon verification of the data provided, the City will be authorized to deposit payments directly into Consultant's account(s) with financial institutions. Payment need not be made for work which fails to meet the standards of performance set forth in the Recitals which may reasonably be expected by City. 3. TERM This Agreement shall commence on the date first written above for three (3) years, with the option for the City to grant up to two (2), one (1) year renewals, exercisable by a writing by the City Manager and the City Attorney, unless terminated earlier in accordance with Section 15, below. The total term of the agreement shall not exceed five (5) years. 4. INDEPENDENT CONTRACTOR Consultant shall, during the entire term of this Agreement, be construed to be an independent Consultant and not an employee of the City. This Agreement is not intended nor shall it be construed to create an employer -employee relationship, a joint venture relationship, or to allow the City to exercise discretion or control over the professional manner in which Consultant performs the services which are the subject matter of this Agreement; however, the services to be provided by Consultant shall be provided in a manner consistent with all applicable standards and regulations governing such services. Consultant shall pay all salaries and wages, employer's social security taxes, unemployment insurance and similar taxes relating to employees and shall be responsible for all applicable withholding taxes. 5. OWNERSHIP OF MATERIALS This Agreement creates a non-exclusive and perpetual license for City to copy, use, modify, reuse, or sublicense any and all copyrights, designs, and other intellectual property embodied in plans, specifications, studies, drawings, estimates, and other documents or works of authorship fixed in any tangible medium of expression, including but not limited to, physical drawings or data magnetically or otherwise recorded on computer diskettes, which are prepared or caused to be prepared by Consultant under this Agreement ("Documents & Data"). Consultant shall require all subcontractors to agree in writing that City is granted a non-exclusive and perpetual license for any Documents & Data the subcontractor prepares under this Agreement. Consultant represents and warrants that Consultant has the legal right to license any and all Documents & Data. Consultant makes no such representation and warranty in regard to Documents & Data which were provided to Consultant by the City. City shall not be limited in any way in its use of the Documents and Data at any time, provided that any such use not within the purposes intended by this Agreement shall be at City's sole risk. 6. INSURANCE Prior to undertaking performance of work under this Agreement, Consultant shall maintain and shall require any subcontractors to obtain and maintain insurance as described below for the entire Term of this Agreement against claims for injuries to persons or damage to property which may arise from or in connection with services, products and materials supplied to City. Total cost of such insurance shall be borne by Consultant. MINIMUM SCOPE AND LIMIT OF INSURANCE 1. Commercial General Liability (CGL): Insurance Services Office Form CG 00 01 covering CGL on an "occurrence" basis, including products and completed operations, property damage, bodily injury and personal & advertising injury with limits no less than $1,000,000 per occurrence and $2,000,000 aggregate. Required policy limits can be met with primary and umbrella/excess insurance policies. 2. Automobile Liability: Insurance Services Office Form CA 00 01 covering Code 1 (any auto), with limits no less than $1,000,000 combined single limits. 3. Workers' Compensation: as required by the State of California, with Statutory Limits, and Employer's Liability Insurance with limit of no less than $1,000,000 per accident, policy or employee, for bodily injury or disease. 4. Professional Liability Insurance: with limits no less than $1,000,000 per occurrence or claim, and $2,000,000 aggregate. If Consultant maintains broader coverage and/or higher limits than the minimum requirements for each line of coverage shown above, City requires and shall be entitled to the broader coverage and/or the higher limits maintained by Consultant. Any available insurance proceeds in excess of the specified minimum limits of insurance and coverage shall be available to City. Other insurance Provisions The above required insurance policies are to contain or be endorsed to contain the following provisions: City, its City Council, its officers, officials, employees, agents, and volunteers are to be covered as additional insureds, under Consultant's CGL, and Automobile Liability policies, with respect to any liability arising out of work or operations performed by or on behalf of the Instructor including materials, parts, equipment, and personnel furnished in connection with such work or operations. 2. Consultant's Insurance company(ies) agrees to waive all rights of subrogation against City, its City Council, its officers, officials, employees, agents, and volunteers for losses paid under the terms of any policy which arise from work performed by Consultant under this Agreement. 3. For any claims related to this contract, Consultant's insurance coverage shall be primary and any insurance maintained by City, its City Council, its officers, officials, employees, agents, or volunteers shall not contribute with it. 4. A severability of interest provision must apply for all the additional insureds, ensuring that Consultant's insurance shall apply separately to each insured against whom a claim is made or suit is brought, except with respect to the insurer's limits of liability. 5. Insurance policies required herein shall provide that coverage shall not be canceled, suspended, voided, reduced in coverage or in limits, non -renewed by the carrier, or materially changed except after thirty (30) days prior written notice has been given to City. Ten (10) days prior written notice shall be provided to City for policy cancellation or non -renewal due to non- payment of premium. 6. Certificate Holder on each Evidence of hnsurance certificate shall be: City of Santa Ana, 20 Civic Center Plaza, Santa Ana, CA 92701. The name and location of project must be included in the Description of Operations section of each certificate. Self -Insured Retentions Self -insured retentions must be declared to and approved by the City. The City may require the Consultant to purchase coverage with a lower retention or provide proof of ability to pay losses and related investigations, claim administration, and defense expenses within the retention. Acceptability of Insurers Insurance is to be placed with insurers authorized to conduct business in the State of California with a current A.M. Best rating of no less than A:VII, unless otherwise acceptable to City. Claims Made Policies If any of the required policies provide coverage on a claims -made basis: 1. The Retroactive Date must be shown and must be before the date of the contract. 2. Insurance must be maintained and evidence of insurance must be provided for at least three (3) years after completion 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, Company must purchase "extended reporting" coverage for a minimum of three (3) years after completion of work. Verification of Coverage Consultant shall furnish City with original Certificates of Insurance including all required amendatory endorsements (or copies of the applicable policy language effecting coverage required by this clause) and a copy of the Declarations and Endorsement Page of the CGL policy listing all policy endorsements before work begins. However, failure to obtain the required documents prior to the work beginning shall not waive Consultant's obligation to provide them. City reserves the right to require complete, certified copies of all required insurance policies, including endorsements required by these specifications, at any time. Special Risks or Circumstances City reserves the right to modify these requirements, including limits, based on the nature of the risk, prior experience, insurer, coverage, or other special circumstances. 7. INDEMNIFICATION Consultant agrees to defend, and shall indemnify and hold harmless the City, its officers, agents, employees, contractors, special counsel, and representatives from liability: (1) for personal injury, damages, just compensation, restitution, ,judicial or equitable relief arising out of claims for personal injury, including death, and claims for property damage, which may arise from the negligent operations of the Contractor, its subcontractors, agents, employees, or other persons acting on its behalf which relates to the services described in section I of this Agreement; and (2) from any claim that personal injury, damages, just compensation, restitution, judicial or equitable relief is due by reason of the terms of or effects arising from this Agreement. This indemnity and hold harmless agreement applies to all claims for damages, just compensation, restitution, judicial or equitable relief suffered, or alleged to have been suffered, by reason of the events referred to in this Section or by reason of the terms of, or effects, arising from this Agreement. The Consultant further agrees to indemnify, hold harmless, and pay all costs for the defense of the City, excluding fees and costs for special counsel to be selected by the City, regarding any action by a third party challenging the validity of this Agreement, or asserting that personal injury, damages, just compensation, restitution, judicial or equitable relief due to personal or property rights arises by reason of the terms of, or effects arising from this Agreement. City may make all reasonable decisions with respect to its representation in any legal proceeding. Notwithstanding the foregoing, to the extent Contractor's services are subject to Civil Code Section 2782.8, the above indemnity shall be limited, to the extent required by Civil Code Section 2782.8, to claims that arise out of, pertain to, or relate to the negligence, recklessness, or willful misconduct of the Contractor. Except for liability arising out of the negligent operations of Contractor, its subcontractors, agents, employees, or other persons acting on it behalf while performing under this Agreement, in no event will the cost of the indemnity, including attorney fees, exceed the compensation paid to the Consultant by the City under the terms of this Agreement. 8. INTELLECTUAL PROPERTY INDEMNIFICATION Consultant shall defend and indemnify the City, its officers, agents, representatives, and employees against any and all liability, including costs, for infringement of any United States' letters patent, trademark, or copyright infringement, including costs, contained in the work product or documents provided by Consultant to the City pursuant to this Agreement. 9. RECORDS Consultant shall keep records and invoices in connection with the work to be performed under this Agreement. Consultant shall maintain complete and accurate records with respect to the costs incurred under this Agreement and any services, expenditures, and disbursements charged to the City for a minimum period of three (3) years, or for any longer period required by law, from the date of final payment to Consultant under this Agreement. All such records and invoices shall be clearly identifiable. Consultant shall allow a representative of the City to examine, audit, and make transcripts or copies of such records and any other documents created pursuant to this Agreement during regular business hours. Consultant shall allow inspection of all work, data, documents, proceedings, and activities related to this Agreement for a period of three (3) years from the date of final payment to Consultant under this Agreement. 10. CONFIDENTIALITY If Consultant receives from the City information which due to the nature of such information is reasonably understood to be confidential and/or proprietary, Consultant agrees that it shall not use or disclose such information except in the performance of this Agreement, and further agrees to exercise the same degree of care it uses to protect its own information of like importance, but in no event less than reasonable care. "Confidential Information" shall include all nonpublic information. Confidential information includes not only written information, but also information transferred orally, visually, electronically, or by other means. Confidential information disclosed to either party by any subsidiary and/or agent of the other party is covered by this Agreement. The foregoing obligations of non-use and nondisclosure shall not apply to any information that (a) has been disclosed in publicly available sources; (b) is, through no fault of the Consultant disclosed in a publicly available source; (c) is in rightful possession of the Consultant without an obligation of confidentiality; (d) is required to be disclosed by operation of law; or (e) is independently developed by the Consultant without reference to information disclosed by the City. 11. CONFLICT OF INTEREST CLAUSE Consultant covenants that it presently has no interests and shall not have interests, direct or indirect, which would conflict in any manner with performance of services specified under this Agreement. 12. NON-DISCRIMINATION Consultant shall not discriminate because of race, color, creed, religion, sex, marital status, sexual orientation, gender identity, gender expression, gender, medical conditions, genetic information, or military and veteran status, age, national origin, ancestry, or disability, as defined and prohibited by applicable law, in the recruitment, selection, teaching, training, utilization, promotion, termination or other employment related activities or any services provided under this Agreement. Consultant affirms that it is an equal opportunity employer and shall comply with all applicable federal, state and local laws and regulations. 13. EXCLUSIVITY AND AMENDMENT This Agreement represents the complete and exclusive statement between the City and Contractor, and supersedes any and all other agreements, oral or written, between the parties. In the event of a conflict between the terms of this Agreement and any attachments hereto, the terms of this Agreement shall prevail. This Agreement may not be modified except by written instrument signed by the City and by an authorized representative of Contractor. The parties agree that any terms or conditions of any purchase order or other instrument that are inconsistent with, or in addition to, the terms and conditions hereof, shall not bind or obligate Consultant or the City. Each party to this Agreement acknowledges that no representations, inducements, promises or agreements, orally or otherwise, have been made by any party, or anyone acting on behalf of any party, which is not embodied herein. 14. ASSIGNMENT Inasmuch as this Agreement is intended to secure the specialized services of Contractor, Consultant may not assign, transfer, delegate, or subcontract any interest herein without the prior written consent of the City and any such assignment, transfer, delegation or subcontract without the City's prior written consent shall be considered null and void. Nothing in this Agreement shall be construed to limit the City's ability to have any of the services which are the subject to this Agreement performed by City personnel or by other Contractors retained by City. 15. TERMINATION This Agreement maybe terminated by the City upon thirty (30) days written notice of termination. In such event, Consultant shall be entitled to receive and the City shall pay Consultant compensation for all services performed by Consultant prior to receipt of such notice of termination, subject to the following conditions: a. As a condition of such payment, the Executive Director may require Consultant to deliver to the City all work product(s) completed as of such date, and in such case such work product shall be the property of the City unless prohibited by law, and Consultant consents to the City's use thereof for such purposes as the City deems appropriate. b. Payment need not be made for work which fails to meet the standard of performance specified in the Recitals of this Agreement. 16. WAIVER No waiver of breach, failure of any condition, or any right or remedy contained in or granted by the provisions of this Agreement shall be effective unless it is in writing and signed by the party waiving the breach, failure, right or remedy. No waiver of any breach, failure or right, or remedy shall be deemed a waiver of any other breach, failure, right or remedy, whether or not similar, nor shall any waiver constitute a continuing waiver unless the writing so specifies. 17. JURISDICTION - VENUE This Agreement has been executed and delivered in the State of California and the validity, interpretation, performance, and enforcement of any of the clauses of this Agreement shall be determined and governed by the laws of the State of California. Both parties further agree that Orange County, California, shall be the venue for any action or proceeding that may be brought or arise out of, in connection with or by reason of this Agreement. 18. PROFESSIONAL LICENSES Consultant shall, throughout the term of this Agreement, maintain all necessary licenses, permits, approvals, waivers, and exemptions necessary for the provision of the services hereunder and required by the laws and regulations of the United States, the State of California, the City of Santa Ana and all other governmental agencies. Consultant shall notify the City immediately and in writing of its inability to obtain or maintain such permits, licenses, approvals, waivers, and exemptions. Said inability shall be cause for termination of this Agreement. 19. NOTICE Any notice, tender, demand, delivery, or other communication pursuant to this Agreement shall be in writing and shall be deemed to be properly given if delivered in person or mailed by first class or certified mail, postage prepaid, or sent by fax or other telegraphic communication in the manner provided in this Section, to the following persons: To City: City Clerk City of Santa Ana 20 Civic Center Plaza (M-30) P.O. Box 1988 Santa Ana, CA 92701-1988 Facsimile 714- 647-6956 With courtesy copies to: Chief of Police City of Santa Ana 60 Civic Center Plaza (M-97) P.O. Box 1981 Santa Ana, CA 92702 Facsimile (714) 245-8007 To Contractor: Robert C. Pennell Pennell Consulting, Inc. 400 S. Jefferson, Suite 301 Spokane, WA 99204 Facsimile: (509)747-1872 A party may change its address by giving notice in writing to the other party. Thereafter, any communication shall be addressed and transmitted to the new address. If sent by mail, communication shall be effective or deemed to have been given three (3) days after it has been deposited in the United States mail, duly registered or certified, with postage prepaid, and addressed as set forth above. If sent by fax, communication shall be effective or deemed to have been given twenty-four (24) hours after the time set forth on the transmission report issued by the transmitting facsimile machine, addressed as set forth above. For purposes of calculating these time frames, weekends, federal, state, Cotmty or City holidays shall be excluded. 20. MISCELLANEOUS PROVISIONS a. Each undersigned represents and warrants that its signature herein below has the power, authority and right to bind their respective parties to each of the terms of this Agreement, and shall indemnify City fidly, including reasonable costs and attorney's fees, for any injuries or damages to City in the event that such authority or power is not, in fact, held by the signatory or is withdrawn. b. All Exhibits referenced herein and attached hereto shall be incorporated as if fully set forth in the body of this Agreement. IN WITNESS WHEREOF, the parties hereto have executed this Agreement the date and year first above written. ATTEST: APPROVED AS TO FORM: SONIA R. CARVALHO City Attorney By: JgwL---- TAMARA BOGOSIAN Senior Assistant City Attorney RECOMMENDED FOR APPROVAL: ROBERT RODRIGUEZ Acting Chief of Police CITY OF SANTA ANA ALVARO NUNEZ City Manager PENNELL CONSULTING INC.: ROBERT C. PENNELL President (9) EXHIBIT A CITY OF SANTA ANA EXHIBIT I SCOPE OF SERVICES Consultant shall perform services as set forth below. Santa Ana Jail Facility Overview and Requirements A. The PSIM is comprehensive and used to manage and/or interface with the following subsytems: • 256 regular cells • 5 temporary holding rooms • 3 attorney rooms • 10 booking cells • 6 elevators • 15 interior sliding doors • 5 sally ports with sliding doors • 7 sally ports with swinging doors • 30 swinging doors • 9 subpanels that operate local power, lighting and paging • 1 subpanel that controls local cells, power, and lighting • Duress alarm system • Existing Fire Control Panel • Existing CCTV System B. Required Features: 1. Efficient facility control requiring a single operator. 2. Main control room redundancy to mitigate operational impact due to malfunction. 3. Minimized maintenance costs. 4. Ability to upgrade technology as software and systems evolve overtime. II. Phase 1: Consultant Requirements and Project Objectives A. System Inventory and Assessment — Perform a comprehensive inventory and assessment of the existing jail access control system and its components as well as other available systems and components (e.g., subsystems) relevant to meeting project objectives. B. Conduct onsite inspections and reviews of the security controls system currently in place, including but not limited to hardware, software, equipment room space and configurations, conduit space and configurations, and electrical capacity and configuration. C. Inspect and review of the security controls systems currently in use and, through in-depth communications and collaboration with City staff, devise a needs assessment for a comprehensive update of this system. D. This collaboration will require respondents to identify and explain currently implementable technology options available for the various aspects of the replacement PSIM. CITY OF SANTA ANA E. Work with Santa Ana Police Department staff to finalize the preferred option for the PSIM and related subsystems and any alternates to be included in the Request for Proposal to follow this assessment. F. Develop a Cost Projection and Schedule Report for services related to the design, building, and implementation of replacement PSIM, including services and work related to the removal of the current jail security and controls system and long-term maintenance services. G. Develop a project timeline estimate based upon Consultant's experience working with similar size projects with municipal clients. H. Integrate knowledge gained from the onsite inspection, needs assessment, PSIM industry capabilities, and create a capabilities specification and scope of work for a replacement PSIM system. Assist with combining the capabilities specification and scope of work to be published as part of the RFP for services of a design/build firm to engineer and install the replacement PSIM system. I. Provide project management services throughout the engineering/construction process, assisting City staff to monitor schedules, timelines, and to observe installation, testing and final acceptance. J. Deliverables 1. System Inventory and Assessment Report 2. Cost Projection and Schedule Report 3. Project Schedule for rollout and implementation 4. Recommendation Report for PSIM System Replacement, to include the following at minimum: • Features recommended; • Future replacement scheduels and costs; • Subsystem replacemnert/integration/recommendations • Schematic plan for system modifications • Quality assurances/vendor qualifications 5. Development of specifications documents for incorporation into RFP documents, including contractor experience. III. Phase 2: Procurement Phase(s) A. Assist City and act as lead in drafting scope of work for a subsequent Request for Proposals seeking qualified design/build firms to fulfill the needs of the capabilities specification, and provide assistance in evaluating design/build proposals received if needed. City will be the final reviewer of RFP documents, will release documents, and facilitate the solicitation process and communications in accordance with the City's established Purchasing Policies and Procedures. CITY OF SANTA ANA B. Collaborate with City staff to identify appropriate RFP rating criteria and weighting factors to ensure bottom line evaluations can be equitably applied to all proposals. Cost analysis shall include initial, total implementation and long-term maintenance and support costs. C. Participate in pre -proposal conference with prospectivbe proposers, provide responses to contractor questions to the City's Purchaisng Department which maybe included in RFP addenda. Consultant is not to communicate with any prospective proposers upon award of this contract and while performing services related to this project for the City. D. Assist City in reviewing bid submittals, finalist interviews, and selection of vendor(s) needed to implement this upgrade project. City shall make final decisions in selection of awarded contractor related to any subsequent solicitations. E. Consultant shall not consult, contract, subconsulUsubcontract with any vendor, individual, firm, or entity that intends to participate in a solicitation related to this project. Any such vendor, individual, firm or entity that is contracted by the successful consultant of this contract shall be precluded from any subsequent, related solicitation. IV. Phase 3: Construction/Installation Period Services Consultant shall work with City staff to provide support with following tasks: A. Provide responses to contractor requests for information (RFI's) B. Review and recommendation for approval, disapproval, or modification of all contractor requests for payment, contractor submittal documents, and requests for Change Orders. C. General periodic inspection of contractor's work and progress. Develop schedule for progress meetings. D. Participation in periodic project job meetings E. Development and oversight of a system testing and acceptance ploan F. Issuance of Substantial Completion Document and punch list for contractto achieve Final Completion G. Issuance of Final Completion/Acceptance Document, including review of all contractor submitted as build documents. H. Post Construction Phase: The consultant will conduct a six-month Post Construction Warantee Review that shall include inspection of all system components and operations and development of a list of warrantee/repair items to be addressed by contractor under warrantee. EXHIBIT B Cr�Pennell Consulting Inc. E/ecMcc/ and Elecfronlcs System Design February 20, 2024 Mr. Kenneth Willard, Correctional Manager City of Santa Ana — Police Department PO Box 1981 62 Civic center Plaza Santa Ana, CA 92701 Subject: Request for Proposals No. 23-140 for Jail Security and Control Systems Upgrade Assessment Design Contract Amendment Request, DCO #01 Ken, Per the request to add Construction Management to this project, we will perform the following services in addition to the Construction Administration included in our our previous proposal: 1. Prepare change orders, as needed to address changes in scope or to address scope changes that may occur (technical portion). 2. Perform weekly Field Observations during on -site work in conjunction with progress meetings. 3. Facilitate all progress meetings to include but not limited to: (CM) a. Facilitate site coordination, two -week look ahead b. Schedule updates c. Track RFI's d. Track issues and resolutions e. Documentation for Litigation prevention f. Prepare Meeting Notes 4. Review and validate contractor's construction schedule (CM) 5. Track submittals, expected and submitted (CM) 6. Facilitate Shop Testing and acceptance (CM) 7. Facilitate testing by area as completed (CM) 8. Facilitate Systems Commissioning — Two -week Final Continuous Test (CM) 9. Track Punch List corrections/completion (CM) 10. Validate Record Documents 11. Validate contractor training proposal and materials This will increase the contract value from $123,850 to $175,621. Please let us know if you have any questions concerning this proposal. Sincerely, Robert C. Pennell, P.E. President 400 S. Jefferson, Suite #301 • Spokane, WA 99204 Telephone: 509-747-1888 • Fax: 509-747-1872 1wSe MC IMd El c Inc. ��JJII�, syst M oesAgn ec7onlcs $a�emDesipn RFP No. 23-140 Jail Security and Control Systems Upgrade Assessment October 10, 2023 new that has been discovered in a final presentation prior to creating the construction RFP documents. (Deliverable 5) Updated project costs and project schedule are included with each submittal (Deliverable 3). Stakeholder review meetings are held for each DD and CD submittal. Project Procurement: We will support the Santa Ana City staff with the tasks identified in the consultant RFP. We can support procurement via on-line meetings, in person with our local staff, or both. Construction Scope of Work and rating criteria: Using our team's many years of experience with this type of work we will collaborate with City staff to review, propose, and develop a comprehensive, coordinated, and constructible, construction RFP. Our team will maintain no contact with any potential vendors. Construction Phase: We will support the Santa Ana City staff with the tasks identified in the consultant RFP. Our extensive experience in both project and construction management will complement and support the City staff where needed. Our local presence provides us with the ability to physically respond on -site same day if necessary to assist in the resolution of issues. We will respond to RFI's, product data, shop drawing, and substitution (when permitted) submittals, pay requests, and change orders. Each document is carefully reviewed and responded to. Site observations and well documented contractor progress meetings lead to successful projects and litigation prevention. We will participate in progress meetings but can also lead and document them. This is a highly technical project of which it is extremely difficult for non -technical people to lead or document. We are well versed in performing these tasks. Substantial and Final Completion requirements must be clearly stated and defined in the construction RFP documents. Once well defined, it is much easier to determine if the requirements have been met for both. Accurate Record Documents are typically difficult to obtain. Our technique is to specify that red -lined or updated as -built documents are submitted on a periodic basis in exchange for progress payments for this task. Post construction warrantee site visit is an excellent way to verify contract compliance and determine if extended warranty RFP should be issued. Cost Proposal Lump Sum Fee for Phase 1: $61,785 Lump Sum Fee for Phase 2: $17,930 Lump Sum Fee for Phase 3: $44,135 Attachments See the following for the requested Attachments A through F. Electrical and Electronics Systems Engineering Page 13 PENNCON-01 LSMITH ACORO CERTIFICATE OF LIABILITY INSURANCE DATE 1 4/18/218/2024 THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER.THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S),AUTHORIZED REPRESENTATIVE OR PRODUCER,AND THE CERTIFICATE HOLDER. IMPORTANT: If the certificate holder is an ADDITIONAL INSURED,the policy(ies)must have ADDITIONAL INSURED provisions or be endorsed. If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy,certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). PRODUCER CONTACT Lisa Smith NAME: Stonebraker McQuary PHONG 7 FAX 509 758-5311 1401 E 57th Ave (A/c,No):( ) Spokane,WA 99223 Angie I s t p� quary.com • INSU R S AFFORDING C VERAGE NAIC# s I I an of Hartford 20478 INSURED INSURER B:Continental Casualt Com an 20443 Pennell Cons ng,Inc. R� :T e e s Company of America 31194 400 S Jeffersfn u �ve do INsuK_ Spokane,W - ) 1 1 1 _ INSURER F. COVERAGES CERTIFICATE N'/M DER: REVISION NUMBER: THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES.LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. INSR TYPE OF INSURANCE ADDL SUBR POLICY NUMBER POLICY EFF POLICY EXP LIMITS LTR INSD WVD MM/DD/YYYY MM/DD/YYYY A X COMMERCIAL GENERAL LIABILITY EACH OCCURRENCE $ 2,000,000 CLAIMS-MADE X OCCUR 6074677434 4/10/2024 4/10/2025 DAMAGE TO RENTED 1,000,000 X X PREMISES Ea occurrence $ MED EXP(Any oneperson) $ 10,000 PERSONAL&ADV INJURY $ 2,000,000 GEN'L AGGREGATE LIMIT APPLIES PER: GENERAL AGGREGATE $ 4,000,000 X POLICY JECT LOC PRODUCTS-COMP/OP AGG $ 4,000,000 OTHER: $ A AUTOMOBILE LIABILITY COMBINED SINGLE LIMIT 1,000,000 Ea accident $ ANY AUTO 6074677434 4/10/2024 4/10/2025 BODILY INJURY Perperson) $ OWNED SCHEDULED AUTOS ONLY AUTOS BODILY INJURY Per accident $ X HIRED X NON-OWNED PROPERTY DAMAGE AUTOS ONLY AUTOS ONLY Per accident $ B X UMBRELLA LIAB X OCCUR EACH OCCURRENCE $ 2,000,000 EXCESS LIAB CLAIMS-MADE 6074677448 4/10/2024 4/10/2025 AGGREGATE $ 2,000,000 DED X RETENTION$ 10,000 $ A WORKERS COMPENSATION PER OTH- AND EMPLOYERS'LIABILITY STATUTE ER YIN 6074677434 4/10/2024 4/1012025 1,000,000 ANY PROPRIETOR/PARTNER/EXECUTIVE ❑ E.L.EACH ACCIDENT $ OFFICER/MEMBER EXCLUDED? N/A (Mandatory in NH) E.L.DISEASE-EA EMPLOYEE $ 1,000,000 If yes,describe under 1,000,000 DESCRIPTION OF OPERATIONS below E.L.DISEASE-POLICY LIMIT $ C Professional Liabili 105462361 4/10/2024 4/10/2025 Each occurrence 3,000,000 DESCRIPTION OF OPERATIONS/LOCATIONS/VEHICLES (ACORD 1D1,Additional Remarks Schedule,may be attached if more space is required) Pennell Consulting RFP-23-140 Additional insured status as provided by the attached policy forms and endorsements. Pennell Consulting RFP-23-140 JAIL SECURITY AND CONTROL SYSTEMS UPGRADE ASSESSMENT CERTIFICATE HOLDER CANCELLATION SHOULD ANY OF THE ABOVE DESCRIBED POILICIFB HF CANCELLED RFFnRF THE EXPIRATION DATE THEREO ACCORDANCE WITH THE POLICY PR( HouN Risk Managmwn}DIyLyian City of Santa Ana REVIEWED&APPROVED BY: Clerk of the Council AUTHORIZED REPRESENTATIVE Aal/ 44 20 Civic Center Plaza(M-30) PO BOX 1988 �f -� Risk Management Specialist Santa Ana CA92702-1988JQ ACORD 25(2016/03) ©1988-2015 ACORD CORPORATION. All rights reserved. The ACORD name and logo are registered marks of ACORD CNA (Ed. 106 9) IMPORTANT: THIS ENDORSEMENT CONTAINS DUTIES THAT APPLY TO THE ADDITIONAL INSURED IN THE EVENT OF OCCURRENCE, OFFENSE, CLAIM OR SUIT. SEE PARAGRAPH C., OF THIS ENDORSEMENT FOR THESE DUTIES. BLANKET ADDITIONAL INSURED ENDORSEMENT WITH PRODUCTS-COMPLETED OPERATIONS COVERAGE AND BLANKET WAIVER OF SUBROGATION Architects, Engineers and Surveyors This endorsement modifies insurance provided under the following: BUSINESSOWNERS LIABILITY COVERAGE FORM BUSINESSOWNERS COMMON POLICY CONDITIONS A. Who Is An Insured is amended to include as an insured any person or organization whom you are required to add as an additional insured on this policy under a written contract or written agreement; but the written contract or written agreement must be: 1. Crrently in effect or becoming effective during the term of this policy; and 2. Executed prior to the: a. "Bodily injury"or"property damage';or b. Offense that caused the"personal and advertising injury' for which the additional insured seeks coverage B. The insurance provided to the additional insured is limited as follows: 1. The person or organization is an additional insured only with respect to liability for "bodily injury," "property damage"or"personal and advertising injury"caused in whole or in part by: a. Your acts or omissions; or b. The acts or omissions of those acting on your behalf, in the performance of your ongoing operations specified in the written contract or written agreement; or c. "Your work" that is specified in the written contract or written agreement, but only for "bodily injury" or "property damage"included in the"products-completed operations hazard,"and only if: (1) The written contract or written agreement requires you to provide the additional insured such coverage; r 0 and 0 (2) This Coverage Part provides such coverage. 0 N N 2. The Limits of Insurance applicable to the additional insured are those specified in the written contract or written agreement or in the Declarations of this policy, whichever is less. These Limits of Insurance are inclusive of, and not in addition to, the Limits of Insurance shown in the Declarations. 3. The insurance provided to the additional insured does not apply to "bodily injury," "property damage" or "personal and advertising injury"arising out of an architect's, engineer's, or surveyor's rendering of or failure to render any professional services including: a. The preparing, approving, or failing to prepare or approve maps, shop drawings, opinions, reports, surveys, field orders, change orders or drawings and specifications by any architect, engineer or surveyor performing services on a project of which you serve as construction manager; or b. Inspection, supervision, quality control, engineering or architectural services done by you on a project of which you serve as construction manager. 4. The insurance provided to the additional insured does not apply to "bodily mju - --` -----" "personal and advertising injury" arising out of construction or demolition work RUMumganentoirs1m ,,N.oRaNf construction or demolition contractor. 3, REVIEWED&APPROVED BY. A-,.�Arev44 SB146968C Ed. 10-19 �, ( ) �1 Risk Management Specialist Copyright,CNA All Rights Reserved. SB146968C (Ed. 10-19) C. Under Businessowners Liability Conditions, the condition entitled Duties In The Event of Occurrence, Offense, Claim or Suit is amended to add the following: An additional insured under this endorsement will as soon as practicable: 1. Give written notice of an occurrence or an offense to us which may result in a claim or"suit"under this insurance; 2. Tender the defense and indemnity of any claim or"suit"to us for a loss we cover under this Coverage Part; 3. Except as provided for in paragraph D.2. below: a. Tender the defense and indemnity of any claim or "suit" to any other insurer which also has insurance for a loss we cover under this Coverage Part; and b. Agree to make available any other insurance which the additional insured has for a loss we cover under this Coverage Part. We have no duty to defend or indemnify an additional insured under this endorsement until we receive written notice of a claim or"suit"from the additional insured. D. With respect only to the insurance provided by this endorsement, the condition entitled Other Insurance of the BUSINESSOWNERS COMMON POLICY CONDITIONS is amended to delete paragraphs 2. and 3. and replace them with the following: 2. This insurance is excess over any other insurance available to the additional insured, whether primary, excess, contingent or on any other basis, But if required by the written contract or written agreement, this insurance will be primary and noncontributory relative to insurance on which the additional insured is a Named Insured. 3. When this insurance is excess, we will have no duty under Business Liability insurance to defend the additional insured against any "suit" if any other insurer has a duty to defend the additional insured against that "suit" If no other insurer defends, we will undertake to do so, but we will be entitled to the additional insured's rights against all those other insurers. When this insurance is excess over other insurance, we will pay only our share of the amount of the loss, if any, that exceeds the sum of: (a) The total amount that all such other insurance would pay for the loss in the absence of this insurance; and (b) The total of all deductible and self-insured amounts under all that other insurance. We will share the remaining loss, if any, with any other insurance that is not described in this Excess Insurance provision and was not bought specifically to apply in excess of the Limits of Insurance shown in the Declarations of this Coverage Part. E. Additional Insured—Extended Coverage When an additional insured is added by this or any other endorsement attached to this Coverage Part, the section entitled Who Is An Insured is amended to make the following natural persons insureds: If the additional insured is: 1. An individual,then his or her spouse is an insured; 2. A partnership or joint venture,then its partners, members and their spouses are insureds; 3. A limited liability company,then its members and managers are insureds; 4. An organization other than a partnership, joint venture or limited liability company, then its executive officers, directors and shareholders are insureds; or 5. Any type of entity,then its employees are insureds; but only with respect to locations and operations covered by the additional insured endorsement's provisions, and only with respect to their respective roles within their organizations. Furthermore, employees of additional insureds are not insureds with respect to liability arising out of: (1) "Bodily injury" or "personal and advertising injury" to any fellow employee or to paragraphs 1.through 4.above; N.°^aN=F RUMmaganentDMsim 3-' REVIEWED&APPROVED BY. °� Awe Ace�.ulo SB146968C (Ed. 10-19) Risk Management specialist Copyright,CNA All Rights Reserved. SB146968C (Ed. 10-19) (2) "Property damage"to property owned, occupied or used by their employer or by any fellow employee; or (3) Providing or failing to provide professional health care services. F. The condition entitled Transfer of Rights of Recovery Against Others to Us of the BUSINESSOWNERS COMMON POLICY CONDITIONS is amended to deleted paragraph 2. and replace it with the following: 2. We waive any right of recovery we may have against any person or organization with whom you have agreed to waive such right of recovery in a written contract or agreement because of payments we make for injury or damage arising out of your ongoing operations or "your work" done under a contract with that person or organization and included within the"products-completed operations hazard." All other terms and conditions of the Policy remain unchanged. N O r v M v r r 0 v r 0 m v M O O O N O O N N oRa Rink Managanent DMsim REVIEWED&APPROVED BY: A..p Aced- SB146968C Ed. 10-19 �', ( ) Risk Management Specialist Copyright,CNA All Rights Reserved. CHA (Ed 60319) BLANKET ADDITIONAL INSURED AND LIABILITY EXTENSION ENDORSEMENT This endorsement modifies insurance provided under the following: BUSINESSOWNERS LIABILITY COVERAGE FORM BUSINESSOWNERS COMMON POLICY CONDITIONS TABLE OF CONTENTS I. Blanket Additional Insured Provisions A. Additional Insured—Blanket Vendors B. Miscellaneous Additional Insureds C. Additional Provisions Pertinent to Additional Insured Coverage 1.a. Primary—Noncontributory provision 1.b. Definition of"written contract" 2. Additional Insured—Extended Coverage II. Liability Extension Coverages A. Bodily Injury—Expanded Definition B. Broad Knowledge of Occurrence C. Estates, Legal Representatives and Spouses D. Fellow Employee First Aid E. Legal Liability—Damage to Premises F. Personal and Advertising Injury—Discrimination or Humiliation G. Personal and Advertising Injury—Broadened Eviction H. Waiver of Subrogation—Blanket I. BLANKET ADDITIONAL INSURED PROVISIONS A. ADDITIONAL INSURED—BLANKET VENDORS Who Is An Insured is amended to include as an additional insured any person or organization (referred to below as vendor) with whom you agreed under a "written contract" to provide insurance, but only with respect to "bodily injury" or "property damage" arising out of "your products" which are distributed or sold in the regular course of the vendor's business, subject to the following additional exclusions: 1. The insurance afforded the vendor does not apply to: a. "Bodily injury"or"property damage"for which the vendor is obligated to pay damages by reason of the assumption of liability in a contract or agreement. This exclusion does not apply to liability for damages that the vendor would have in the absence of the contract or agreement; M O O b. Any express warranty unauthorized by you; 0 N c. Any physical or chemical change in the product made intentionally by the vendor; d. Repackaging, except when unpacked solely for the purpose of inspection, demonstration, testing, or the substitution of parts under instructions from the manufacturer, and then repackaged in the original container; e. Any failure to make such inspections, adjustments, tests or servicing as the vendor has agreed to make or normally undertakes to make in the usual course of business, in connection with the distribution or sale of the products; f. Demonstration, installation, servicing or repair operations, except such operations performed at the vendor's premises in connection with the sale of the product; 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 RU Marmganent Divisian REVIEWED&APPROVED BY. SB146932G (10-19) `®` Risk Management Specialist Copyright,CNA All Rights Reserved. SB146932G (Ed. 10-19) h. "Bodily injury"or"property damage"arising out of the sole negligence of the vendor for its own acts or omissions or those of its employees or anyone else acting on its behalf. However, this exclusion does not apply to: (1) The exceptions contained in Subparagraphs d. 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 c. Coverage for "bodily injury" or "property damage" included within the "products-completed operations hazard." But this paragraph c. does not apply to the extent coverage for such liability is provided by paragraph 3.j. below. Any coverage granted by this endorsement shall apply only to the extent permitted by law. 3. Only the following persons or organizations can qualify as additional insureds under this endorsement: a. Controlling Interest Any persons or organizations with a controlling interest in you but only with respect to their liability arising out of: (1) such person or organization's financial control of you; or (2) Premises such person or organization owns, maintains or controls while you lease or occupy these premises; provided that the coverage granted to such additional insureds does not apply to structural alterations, new construction or demolition operations performed by or for such additional insured. b. Co-owner of Insured Premises A co-owner of a premises co-owned by you and covered under this insurance but only with respect to the co-owners liability for "bodily injury," "property damage" or "personal and advertising injury" as co- owner of such premises. c. Grantor of Franchise Any person or organization that has granted a franchise to you, but only with respect to such person or organization's liability for "bodily injury," "property damage," or "personal and advertising injury" as grantor of a franchise to you. RUManaganenfDMsim 3' REVIEWED&APPROVED BY. o� Awe Acc�.uta SB146932G (10_19) `®` Risk Management Specialist Copyright,CNA All Rights Reserved. SB146932G (Ed. 10-19) d. Lessor of Equipment Any person or organization from whom you lease equipment, but only with respect to liability for "bodily injury," "property damage" or "personal and advertising injury" caused in whole or in part by your maintenance, operation or use of such equipment, provided that the "occurrence" giving rise to such "bodily injury" or "property damage" or the offense giving rise to such "personal and advertising injury"takes place prior to the termination of such lease. e. Lessor of Land Any person or organization from whom you lease land, but only with respect to liability for"bodily injury," "property damage" or "personal and advertising injury" arising out of the ownership, maintenance or use of that specific part of the land leased to you, provided that the "occurrence" giving rise to such "bodily injury" or "property damage" or the offense giving rise to such "personal and advertising injury,"takes place prior to the termination of such lease. The insurance hereby afforded to the additional insured does not apply to structural alterations, new construction or demolition operations performed by, on behalf of or for such additional insured. f. Lessor of Premises 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 r 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 0 insurance applies: (a) The existence, maintenance, repair, construction, erection, or removal of advertising signs, awnings, canopies, cellar entrances, coal holes, driveways, manholes, marquees, hoistaway N openings, sidewalk vaults, street banners, or decorations and similar exposures; or (b) The construction, erection, or removal of elevators; or (c) The ownership, maintenance or use of any elevators covered by this insurance; or (2) The permitted or authorized operations performed by you or on your behalf. But the coverage granted by this paragraph does not apply to: (a) "Bodily injury", "property damage" or "personal and advertising injury" arising out of operations performed for the state or government agency or subdivision or political subdivision; or (b) "Bodily injury" or "property damage" included within the "products-completed operations hazard." With respect to this provision's requirement that additional insured status i "written contract,"we will treat as a "written contract"any governmental pe ;N°^aN F %A ManagementDMsinn the governmental entity as an additional insured. 3 _ REVIDd�RrPRovmBY. 1 A &4,ao SB146932G (10-19) `®` Risk Management Specialist Copyright,CNA All Rights Reserved. SB146932G (Ed. 10-19) i. Trade Show Event Lessor With respect to your participation in a trade show event as an exhibitor, presenter or displayer, any person or organization whom you are required to include as an additional insured, but only with respect to such person or organization's liability for "bodily injury," "property damage," or "personal and advertising injury"caused by: a. Your acts or omissions; or b. Acts or omissions of those acting on your behalf; in the performance of your ongoing operations at the trade show premises during the trade show event. 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 1. With respect only to additional insured coverage provided under paragraphs A. and B. above: a. The BUSINESSOWNERS COMMON POLICY CONDITIONS are amended to add the following to the Condition entitled Other Insurance: This insurance is excess of all other insurance available to an additional insured whether primary, excess, contingent or on any other basis. However, if a "written contract" requires that this insurance be either primary or primary and noncontributing, then this insurance will be primary and non-contributory relative solely to insurance on which the additional insured is a named insured. b. Under Liability and Medical Expense Definitions,the following definition is added: "Written contract" means a written contract or agreement that requires you to make a person or organization an additional insured on this policy, provided the contract or agreement: (1) Is currently in effect or becomes effective during the term of this policy; and (2) Was executed prior to: (a) The"bodily injury"or"property damage;"or (b) The offense that caused the"personal and advertising injury"; for which the additional insured seeks coverage. 2. With respect to any additional insured added by this endorsement or by any other endorsement attached to this Coverage Part,the section entitled Who Is An Insured is amended to make the following natural persons insureds. If the additional insured is: a. An individual,then his or her spouse is an insured; N° %A Managanent DMsim i x REVIEWED&APPROVED BY. °� Awe Ace�.ulo SB146932G (10-19) `®` Risk Management Specialist Copyright,CNA All Rights Reserved. SB146932G (Ed. 10-19) b. A partnership or joint venture,then its partners, members and their spouses are insureds; c. A limited liability company,then its members and managers are insureds; d. An organization other than a partnership, joint venture or limited liability company, then its executive officers, directors and shareholders are insureds; or e. Any type of entity, then its employees are insureds; but only with respect to locations and operations covered by the additional insured endorsement's provisions, and only with respect to their respective roles within their organizations. Furthermore, employees of additional insureds are not insureds with respect to liability arising out of: (1) "Bodily injury" or "personal and advertising injury" to any fellow employee or to any natural person listed in paragraphs a.through d. above; (2) "Property damage"to property owned, occupied or used by their employer or by any fellow employee; or (3) Providing or failing to provide professional health care services. II. LIABILITY EXTENSION COVERAGES It is understood and agreed that this endorsement amends the Businessowners Liability Coverage Form. If any other endorsement attached to this policy amends any provision also amended by this endorsement, then that other endorsement controls with respect to such provision, and the changes made by this endorsement to such provision do not apply. A. Bodily injury—Expanded Definition Under Liability and Medical Expenses Definitions, the definition of "Bodily injury" is deleted and replaced by the following: "Bodily injury" means physical injury, sickness or disease sustained by a person, including death, humiliation, shock, mental anguish or mental injury by that person at any time which results as a consequence of the physical injury, sickness or disease. B. Broad Knowledge of Occurrence Under Businessowners Liability Conditions, the Condition entitled Duties In The Event of Occurrence, Offense, Claim or Suit is amended to add the following: Paragraphs a. and b. above apply to you or to any additional insured only when such "occurrence," offense, claim or"suit"is known to: (1) You or any additional insured that is an individual; r r (2) Any partner, if you or an additional insured is a partnership; 0 m (3) Any manager, if you or an additional insured is a limited liability company; 0 0 N (4) Any"executive officer"or insurance manager, if you or an additional insured is a corporation; (5) Any trustee, if you or an additional insured is a trust;or (6) Any elected or appointed official, if you or an additional insured is a political subdivision or public entity. This paragraph applies separately to you and any additional insured. C. Estates, Legal Representatives and Spouses The estates, heirs, legal representatives and spouses of any natural person insured shall also be insured under this policy; provided, however, coverage is afforded to such estates, heirs, legal representatives and spouses only for claims arising solely out of their capacity as such and, in the case of a spouse, where such claim seeks damages from marital common property, jointly held property, or property transferred from such natural person insured to such spouse. No coverage is provided for any act, error or omission of an estate, heir, legal representative or spouse outside the scope of such person's capacity as such, provided however that the spouse of a natural person Named Insured and the spouses of members or partners of Named Insureds are insureds with respect to such spouses'acts, errors or omissions a N.°^aN=F RUMmaganerdoMsIm Insured's business. _ REn�D&APPROVmBY. SB146932G (10-19) `®` Risk Management Specialist Copyright,CNA All Rights Reserved. SB146932G (Ed. 10-19) D. Fellow Employee First Aid Coverage In the section entitled Who Is An Insured, paragraph 2.a.1. is amended to add the following: The limitations described in subparagraphs 2.a.1.(a), (b) and (c) do not apply to your "employees" for "bodily injury"that results from providing cardiopulmonary resuscitation or other first aid services to a co-"employee" or "volunteer worker" that becomes necessary while your "employee" is performing duties in the conduct of your business. Your "employees" are hereby insureds for such services. But the insured status conferred by this provision does not apply to "employees" whose duties in your business are to provide professional health care services or health examinations. E. Legal Liability—Damage To Premises 1. Under B. Exclusions, 1.Applicable to Business Liability Coverage, Exclusion k. Damage To Property, is replaced by the following: k. Damage To Property "Property damage"to: 1. Property you own, rent or occupy, including any costs or expenses incurred by you, or any other person, organization or entity, for repair, replacement, enhancement, restoration or maintenance of such property for any reason, including prevention of injury to a person or damage to another's property; 2. Premises you sell, give away or abandon, if the "property damage" arises out of any part of those premises; 3. Property loaned to you; 4. Personal property in the care, custody or control of the insured; 5. That particular part of any real property on which you or any contractors or subcontractors working directly or indirectly in your behalf are performing operations, if the "property damage" arises out of those operations; or 6. That particular part of any property that must be restored, repaired or replaced because "your work" was incorrectly performed on it. Paragraph 2 of this exclusion does not apply if the premises are "your work" and were never occupied, rented or held for rental by you. Paragraphs 1, 3, and 4, of this exclusion do not apply to "property damage" (other than damage by fire or explosion)to premises: (1) rented to you: (2) temporarily occupied by you with the permission of the owner, or (3) to the contents of premises rented to you for a period of 7 or fewer consecutive days. A separate limit of insurance applies to Damage To Premises Rented To You as described in Section D— Liability and Medical Expenses Limits of Insurance. Paragraphs 3,4, 5, and 6 of this exclusion do not apply to liability assumed under a sidetrack agreement. Paragraph 6 of this exclusion does not apply to "property damage" included in the "products- completed operations hazard." 2. Under B. Exclusions, 1. Applicable to Business Liability Coverage, the following paragraph is added, and replaces the similar paragraph, if any, beneath paragraph (14) of the exclusion entitled Personal and Advertising Injury: Exclusions c, d, e, f, g, h, i, k, I, m, n, and o, do not apply to damage by fire to premises while rented to you or temporarily occupied by you with permission of the owner or to the contents of premises rented to you for a period of 7 or fewer consecutive days. A separate limit of insurance applies to th Section D. Liability And Medical Expenses Limits Of Insurance. N.oRaN f RUMmaganerdDiv;sion REVIEWED&APPROVED BY. SB146932G (10-19) Risk Management Specialist Copyright,CNA All Rights Reserved. SB146932G (Ed. 10-19) 3. The first Paragraph under item 5. Damage To Premises Rented To You Limit of the section entitled Liability And Medical Expenses Limits Of Insurance is replaced by the following: The most we will pay under Business Liability for damages because of "property damage" to any one premises, while rented to you or temporarily occupied by you with the permission of the owner, including contents of such premises rented to you for a period of 7 or fewer consecutive days, is the Damage to Premises Rented to You Limit. The Damage to Premises Rented to You Limit is the greater of: a. $1,000,000; or b. The Damage to Premises Rented to You Limit shown in the Declarations. F. Personal and Advertising Injury—Discrimination or Humiliation 1. Under Liability and Medical Expenses Definitions, the definition of "personal and advertising injury" is amended to add the following: h. Discrimination or humiliation that results in injury to the feelings or reputation of a natural person, but only if such discrimination or humiliation is: (1) Not done intentionally by or at the direction of: (a) The insured; or (b) Any "executive officer," director, stockholder, partner, member or manager (if you are a limited liability company)of the insured; and (2) Not directly or indirectly related to the employment, prospective employment, past employment or termination of employment of any person or person by any insured. 2. Under B. Exclusions, 1. Applicable to Business Liability Coverage, the exclusion entitled Personal and Advertising Injury is amended to add the following additional exclusions: (15)Discrimination Relating to Room, Dwelling or Premises Caused by discrimination directly or indirectly related to the sale, rental, lease or sub-lease or prospective sale, rental, lease or sub-lease of any room, dwelling or premises by or at the direction of any insured. (16)Employment Related Discrimination Discrimination or humiliation directly or indirectly related to the employment, prospective employment, past employment or termination of employment of any person by any insured. r (17)Fines or Penalties v Fines or penalties levied or imposed by a governmental entity because of discrimination. r 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 0 endorsement. N G. Personal and Advertising Injury-Broadened Eviction Under Liability and Medical Expenses Definitions, the definition of "Personal and advertising injury" is amended to delete Paragraph c.and replace it with the following: c. The wrongful eviction from, wrongful entry into, or invasion of the right of private occupancy of a room dwelling or premises that a person or organization occupies committed by or on behalf of its owner, landlord or lessor. H. Waiver of Subrogation—Blanket We waive any right of recovery we may have against: a. Any person or organization with whom you have a written contract that requires such a waiver. All other terms and conditions of the Policy remain unchanged. N° %A ManagementDMsim REVIEWED&APPROVED BY. °� Awe Ace�.ulo SB146932G (10-19) `®` Risk Management Specialist Copyright,CNA All Rights Reserved. CNA S (Ed. 01/0) THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. INFLATION GUARD This endorsement modifies insurance provided under the following: BUSINESSOWNERS SPECIAL PROPERTY COVERAGE FORM The following coverage is added to your Businessowners b. The percentage of annual increase shown in Special Property Coverage Form: the Declarations, expressed as a decimal Inflation Guard (example: 5% is .05); times 1. The limit of Insurance for Building will be c. The number of days since the beginning of increased by the annual percentage shown in the the current policy year or the effective date of Declarations, if you choose this optional coverage. the most recent policy change amending the limit, divided by 365. The limit of Insurance for Business Personal Example: Property will be increased by the annual percentage shown in the Declarations, if you If: the applicable limit is$100,000. choose this optional coverage. The annual increase is 5%. 2. The amount of increase will be: The number of days since the beginning of a. The limit that applied on the most recent of the policy year(or last policy change) is 146. the policy inception date, the policy anniversary date, or any other policy change The amount of increase is: amending the limit;times $100,000 x .05 x 146/365=$2,000. Risk Management DMsi°n REVIEWED&APPROVED BY. ®, Risk Management Specialist SB-146936-A (Ed. 01/06) CNA8( CNA 09-14) THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. PRIMARY AND NONCONTRIBUTORY- OTHER INSURANCE CONDITION This endorsement modifies insurance provided under the following: BUSINESSOWNERS COMMON POLICY CONDITIONS The following is added to Paragraph H. Other Insurance and supersedes any provision to the contrary: Primary And Noncontributory Insurance This insurance is primary to and will not seek contribution from any other insurance available to an additional insured under your policy provided that: 1. The additional insured is a Named Insured under such other insurance-, and 2. You have agreed in writing in a contract or agreement that this insurance would be primary and would not seek contribution from any other insurance available to the additional insured. All other terms and conditions of the Policy remain unchanged. Risk Management DMsim x REVIEWED&APPROVED BY: CNA80103XX (09-14) ® �" Acevaolo �1 Page 1of1 Risk Management Specialist Copyright,CNA All Rights Reserved.Includes copyrighted material of Insurance Services Office,Inc.,with its permission