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HomeMy WebLinkAboutCITYGATE ASSOCIATES, LLC.-2016I ORANCE ON FU', A-2016-241 �VDIIKMAY PROCEED UNTIL INSURANCI EXPIRFS CLER 2W DATE' AGREEMENT TO PROVIDE TRAINING COURSES AND EXERCISES FOR THE ANAHEIM / SANTA ANA URBAN AREA ON AN AS -NEEDED BASIS THIS AGREEMENT is made and entered Into this 16th day of August, 2016 by and between Citygate Associates, LLC ("Contractor"), 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 June 6, 2016, the Santa Ana Police Department ("SAPD") issued Request for Qualifications No. 16-068, by which it sought to identify and qualify suitable vendors capable of delivering a broad choice of homeland security -related training courses and exercises conducted by professionals in the fields of law, fire, public health, and emergency management. B. These courses are in support of the Anaheim/Santa Ana Urban Area ("ASAUA") homeland Security Regional Training and Exercise Program and will be funded by a grant awarded to the City by the United States Department of Homeland Security's Urban Areas Security Initiative ("UASP') and administered by SAPD. The ASAUA consists of the Incorporated cities in Orange County and the police departments of the University of California, Irvine, and California State University, Fullerton. C. Through SAPD, the training and exercise programs will be made available to agencies in the ASAUA on an as -needed basis to enhance domestic preparedness for acts of terrorism, D. Contractor submitted a responsive proposal that was among those selected by the City. R In undertaking the performance of this Agreement, Contractor represents that it is knowledgeable in its field and that any services performed by Contractor wider this Agreement will be perfonnned in compliance with such standards as may reasonably be expected from a professional consulting firm in the field. NOW THEREFORE, in consideration of the nnutuaI and respective promises, and subject to the ternns and conditions hereinafter set forth, the parties agree as follows: SCOPE OF SERVICES On an as -needed basis, and, at the sole discretion of City, Contractor shall conduct the training and/or exercise programs described in Exhibit A to this Agreement. Contractor's proposal is incorporated by reference as though filly set fort h herein. In the perfonnance of all services, Contractor shall comply with the technical specifications provided in Section III of RFQ No. 16-068, which are incorporated by reference and attached as Exhibit B. 2. CHANGE ORDERS To maintain flexibility that allows first responders to address emerging and unforeseeable threats, the ASAUA Homeland Security Regional Training and Exercise Program will utilize a Change Order provision to request other training and exercise courses at the City's request. Change Orders will, be used to approve training and/or exercises and can modify the existing scope of work for specialty and other ad- hoc training and exercises on an as .needed basis. Change Orders will be drafted by the UASI Grant Coordinator, reviewed and approved by the Contractor, then forwarded to the Chief of Police and the City Manager for the City of Santa Ana or their designees for approval, 3. COMPENSATION a.. City neither warrants nor guarantees any minimum or maximum compensation to Contractor under this Agreement. Contractor shall be paid only for actual services performed under this Agreement (i) at the rates and charges identified in Exhibit A and (ii) in accordance with the payment provisions set forth in the technical specifications attached as Exhibit B. Any compensation payable to Contractor shall be paid from a portion of the above -referenced UASI grant awarded to the City in the amount of $2,253,140, which shall serve as the total amount payable for all training and exercise programs supplied under RFQ No. 16-068. b. Payment by City shall be made within thirty (30) days following receipt of proper invoice evidencing work performed, subject to City accounting procedures. Payment need not be made for work that fails to meet the standards of performance set forth in the Recitals which may reasonably be expected by City. 4. TERM This Agreement shall commence on the date stated above and continue through August 15, 2019, unless terminated earlier in accordance with Section 18, below. The term of this Agreement may be extended for a single (1) one-year period upon a writing executed by the City Manager and the City Attorney. 5. INDEPENDENT CONTRACTOR Contractor shall, during the entire term of this Agreement, be construed to be an independent contractor 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 Contractor performs the services which are the subject matter of this Agreement; however, the services to be provided by Contractor shall be provided in a manner consistent with all applicable standards and regulations governing such seMees, Contractor 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. 6. 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 Contractor under this Agreement ("Documents & Data"). Contractor shall require all subcontractors to agree in writing that City is granted anon -exclusive and perpetual license for any Documents & Data the subcontractor prepares under this Agreement. Contractor represents and warrants that Contractor has the legal right to license any and all Documents & Data. Contractor makes no such representation and warranty in regard to Documents & Data which were provided to Contractor 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. INSURANCE Prior to undertaking performance of work under this Agreement, Contractor shall maintain and shall require its subcontractors, if any, to obtain and maintain insurance as described below: a, Commercial General Liability Insurance. Contractor shall maintain commercial general liability insurance naming the City, its officers, employees, agents, volunteers and representatives as additional insured(s) and shall include, but not be limited to protection against claims arising from bodily and personal injury, including death resulting therefrom and damage to property, resulting from any act or occurrence arising out of Contractor's operations in the performance of this Agreement, including, without limitation, acts involving vehicles. The amounts of insurance shall be not less than the following: single limit coverage applying to bodily and personal injury, including death resulting therefrom, and property damage, in the total amount of $1,000,000 per occurrence, with $2,000,000 in the aggregate. Such insurance shall (a) narne the City, its officers, employees, agents, volunteers and representatives as additional insured(s); (b) be primary and not contributory with respect to insurance or self-insurance programs maintained by the City; and (c) contain standard separation of insureds provisions. b. Business automobile liability insurance, or equivalent form, with a combined single limit of not less than $1,000,000 per occurrence. Such insurance shall include coverage for owned, hired and non -owned automobiles. C. Worker's Compensation Insurance, In accordance with the California Labor Code, Contractor, if Contractor has any employees, is required to be ins ared against liability for worker's compensation or to undertake self-insurance. Prior to commencing the performance of the work under this Agreement, Contractor agrees to obtain and maintain any employer's liability insurance with limits not less than $1,000,000 per accident. d. If Contractor is or employs a licensed professional such as an architect or engineer.; Professional liability (errors and omissions) insurance, with a combined single limit of not less than $1,000,000 per claim with $2,000,000 in the aggregate. e. The following requirements apply to the insurance to be provided by Contractor pursuant to this section: (i) Contractor shall maintain all insurance required above in fall force and effect for the entire period covered by this Agreement. (ii) Certificates of insurance shall be f irmshed to the City upon execution of this Agreement and shall be approved by the City, (iii) Certificates and, policies shall state that the policies shall not be canceled or reduced in coverage or changed in any other material aspect without thirty (30) days prior written notice to the City. (iv) Contractor shall supply City with a fully executed additional insured endorsement. If Contractor fails or refuses to produce or maintain the insurance required by this section or fails or refuses to furnish the City with required proof that insurance has been procured and is in force and paid for, the City shall have the right, at the City's election, to tennina.te this Agreement. Such termination shall not affect Contractor's right to be paid for its time and materials expended prior to notification of termination. Contractor waives the right to receive compensation and agrees to indemnify the City for any work performed prior to approval of insurance by the City, 8. INDEMNIFICATION Contractor agrees to and shall indemnify, defend, and hold harmless the City, its officers, agents, employees, consultants, 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 negligence or willful misconduct of the Contractor or its, subcontractors, agents, employees, or other persons acting on their behalf which relates to the services described in section 1 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 Contractor further agrees to indemnify, hold harmless, and pay all costs for the defense of the City, including 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, Contractor's indemnification obligations in this section shall survive expiration of this Agreement. 9. INTELLECTUAL PROPERTY INDEMNIFICATION Contractor shall defend, indemnify, and hold harmless City, its officers, agents, representatives, and employees against any and all liability or losses, including costs and attorney's fees, for infiingernent of any United States' letters patent, trademark, or copyright, alleged or contained in the work product or documents provided or used by Contractor under this Agreement. 10. CONFORMITY WITH LAW AND SAFETY In performing any services under this Agreement, Contractor shall observe and comply with all applicable laws, ordinances, codes, and regulations of governmental agencies, including federal, state, municipal, and local governing bodies having jurisdiction over the scope of services, including all provisions of the California Occupational Safety and Health Act. Contractor shall indemnify, defend, and hold harmless City from any and all liability, fines, penalties, and consequences from any of Contractor's failures to comply with such laws, ordinances, codes, and regulations. 11. RECORDS Contractor shall keep records and invoices in connection with the work to be performed under this Agreement, Contractor 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 bylaw, from the date of final payment to Contractor under this Agreement. All such records and invoices shall be clearly identifiable. Contractor shall allow a representative of the City to examine, audit, and snake transcripts or copies of such records and any other documents created pursuant to this Agreement during regular business hours. Contractor 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 Contractor under this Agreement. 12. CONFIDENTIALITY If Contractor receives from the City information which due to the nature of such information is reasonably understood to be confidential and/or proprietary, Contractor agrees that it shall not use or disclose such information except in the performance of this Agreement, and further agrees to exercise the sarne 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 Contractor disclosed in a publicly available source; (c) is in rightful possession of the Contractor an obligation of confidentiality; (d) is required to be disclosed by operation of law; or (e) is independently developed by the Contractor without reference to information disclosed by the City, 13. CONFLICT OF INTEREST CLAUSE Contractor covenants that it presently has no interests and shall not have interests, direct or indirect, which would conflict in any manner with the performance of services specified under this Agreement. 14. 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: Clerk of the City Council City of Santa Ana 20 Civic Center Plaza (M-30) P.O, Box 1988 Santa Ana, CA 92702-1988 Fax 714-647-6956 With courtesy copies to: Brad Hadley, Sergeant IIASI Grant Coordinator Homeland Security Division Santa Ana Police Department 60 Civic Center Plaza Santa Ana, CA 92701 To Contractor: Citygate Associates, LLC 2250 East Bidwell Street, Suite t00 Folsom, CA 95630 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, County or City holidays shall be excluded. 15. EXCLUSIVITY AND AMENDMENT This Agreement represents the complete and exclusive statement between the City and Contractor regarding the subject matter therein, 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 terns or conditions of any purchase order or other instrunent that are inconsistent with, or in addition to, the terms and conditions hereof, shall not bind or obligate Contractor 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 are not embodied herein. 16. ASSIGNMENT Inasmuch as this Agreement is intended to secure the specialized services of Contractor, Contractor 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 consultants retained by City. 17, WAIVER No waiver of a 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, 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. 18. TERMINATION This Agreement may be terminated by the City upon thirty (30) days written notice of termination. In such event, Contractor shall be entitled to receive and the City shall pay Contractor compensation for all services performed by Contractor prior to receipt of such notice of termination, subject to the following conditions: a. As a condition of such payrnent, City may require Contractor to deliver to the City all work product completed as of such date, and in such case such work product shall be the property of the City unless prohibited by law, and Contractor consents to the City's use thereof for such purposes as the City deems appropriate. b. Payment need not be made for work that fails to meet the standard of performance specified in the Recitals of this Agreement. 19. NONDISCRIMINATION Contractor shall not discriminate because of race, color, creed, religion, sex, marital status, sexual orientation, age, national origin, ancestry, or disability, as defined and prohibited by applicable law, in the recruitment, selection, training, utilization, promotion, termination or other employment related activities or in connection with any activities under this Agreement. Contractor affirms that it is an equal opportunity employer and shall comply with all applicable federal, state and local laws and regulations. 20. 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 maybe brought or arise out of, in connection with or by reason of this Agreement. 21, PROFESSIONAL LICENSES Contractor 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 govermnental agencies. Contractor 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. 22. CERTIFICATIONS a. Debarment and Suspension. Contractor will comply, and all its subcontractors will comply, with applicable federal suspension and debarment regulations including, but not limited to, Executive Orders 12549 and 12689, and 2 Code of Federal Regulations (CPR) §200.212 and codified in 2 CFR Part 200. b. Section 504 of the Rehabilitation Act of 1973, All recipients of federal funds must comply with Section 504 of the Rehabilitation Act of 1973 (The Act). Therefore, the federal funds recipient pursuant to the requirements of The Act hereby gives assurance that no otherwise qualified disabled person shall, solely by reason of disability be excluded from the participation in, be denied the benefits of or be subject to discrimination, including discrumination in employment, in any program or activity that receives or benefits from federal financial assistance, Contractor agrees it will ensure that requirements of The Act shall be included in any agreements with and be binding on all of its subcontractors, assignees, or successors. C. Americans with Disabilities Act of 1990 (ADA). Contractor must comply with all requirements of the Americans with Disabilities Act of 1990 (ADA), as applicable. d. Lobbying and Political Activity. None of the funds, materials, property, or services provided directly or indirectly under this Agreement shall be used for any partisan political activity, or to further the election or defeat of any candidate for public office, or otherwise in violation of the provisions of the "Hatch Act". e. Contractor will comply, and all its subcontractors will comply, with all applicable lobbying prohibitions and laws, including those found in United States Code Title 31, § 1352, et seq., and agrees that none of the funds provided under this award may be expended by the Contractor to pay any person to influence, or attempt to influence an officer or employee of any agency, a Member of Congress, an officer or employee of Congress, or an employee of a Member of Congress in connection with any federal action concerning the award or renewal of any federal contract, grant, loan, or cooperative agreement. f Contractor will comply, and all its subcontractors will comply, with all requirements of the Byrd Anti -Lobbying Amendment (31 U.S.C. 1352), as applicable. g. Non -Discrimination and Equal Opportunity. Contractor will comply, and all its subcontractors will comply, with Title VI of the Civil Rights Act of 1964, as amended; Section 504 of the Rehabilitation Act of 1964, as amended; Subtitle A, Title 11 of the Americans with Disabilities Act (ADA) (1990); Title IX of the Education Amendments of 1972; the Age Discrimination Act of 1975, as amended; Drug Abuse Office and Treatment Act of 1972, as amended; Comprehensive Alcohol Abuse and Alcoholism Prevention, Treatment and Rehabilitation Act of 1970, as amended; Section 523 and 527 of the Public Health Service Act of 1912, as amended; Title VIII of the Civil Rights Act of 1968, as amended; Department of Justice Non -Discrimination Regulations, 28 CFR Part 42, Subparts C, D, E, and O; and Department of Justice regulations on disability discrimination, 28 CFR Part 35 and 39. In the event a Federal or State court, Federal or State administrative agency, or the Contractor makes a finding of discrimination atter a due process hearing on the grounds of race, color, religion, national origin, sex, or disability against Contractor, Contractor will forward a copy of the fundings to City, which will, in turn, submit the findings to the Office of Civil Rights, Office of Justice Programs, U.S. Department of Justice, h. Contractor will comply, and all its subcontractors will comply, with all requirements of the Executive Order 11246 of September 24, 1965, entitled "Equal Employment—Opportunity," as amended by Executive Order 11375 of October 13, 1967, and as supplemented in Department of Labor regulations (41 CFR chapter 60), as applicable. i. Contractor will comply, and all its subcontractors will comply, with all requirements of the California Public Contract Code Section 10295.3, as applicable. j. Contractor will comply, and all its subcontractors will comply, with all requirements of the Copeland "Anti-Kickbacic" Act (18 U.S.C. 874) as supplemented in Department of Labor regulations (29 CFR Part 3), as applicable, k. Contractor will comply, and all its subcontractors will comply, with all requirements of the Davis -Bacon Act (40 U.S.C. 276a to 276a-7) as supplernented by Department of Labor regulations (29 CFR Part 5), as applicable. 1. Contractor will comply, and all its subcontractors will comply, with all requirements of Sections 103 and 107 of the Contract Work and Safety Standards Act (40 U.S.C. 327-330) as supplemented by Department of Labor regulations (29 CFR Part 5), as applicable. in. Contractor will comply, and all its subcontractors will comply, with all applicable standards, orders or requirements issued under Section 306 of the Clean Air Act (42 U. S.C. 1857(h)), Section 508 of the Clean Water Act (33 U.S.C. 1368), Executive Order 11738, and the Environmental Protection Agency regulations (40 CFR part 15), as applicable. n. Contractor will comply, and all its subcontractors will comply, with all :requirements of the Energy Policy and Conservation Act (Pub. L. 94-163, 89 Stat. 871), (53 FR 8078, 8087, Mar, 11, 1988, as amended at 60 FR 19639, 19645, Apr. 19, 1995), as applicable. o. Contractor will comply, and all its subcontractors will comply, with all requirements of Section 6002 of the Solid Waste Disposal Act, as amended by the Resource Conservation and Recovery Act, as applicable. P. Contractor agrees that the Department of Homeland Security shall have the authority to seek patent rights for any process, product, invention or discovery developed and paid for with funding through this Agreement based on the requirements of 37 CFR§ 401, as applicable. q Contractor may copyright any books, publications or other copyrightable materials developed in the course of or under this Agreement. However, the federal awarding agency, State Administrative Agency (SAA), and City reserve a royalty -free, non-exclusive, and irrevocable license to reproduce, publish or otherwise use, and to authorize others to use, for federal government, SAA and/or City purpose: (1) the copyright in any work developed through this Agreement, and (2) any rights of copyright to which the Contractor purchases ownership with support through this grant. `Che Federal govermnent's, SAA's and City's rights identified above must be conveyed to the publisher and the language of the publisher's release form must ensure the preservation of these rights. 23. 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 billy, 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. All Exhibits referenced heroin 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: ev_ Matta D. Huizar Clerk of the Council is CITY i A AN David Cavazos City Manager APPROVED AS To FORM: SONIA R. CARVALHO City Attorney By: Sohn .Funk Assistant City Attorney RECOMMENDED FOR APPROVAL: — rjli� - Carlos Rojas, Chie o Police Police Department 10 CONTRACTOR: Title: EXHIBIT A List of Training/Classes and Exercises TRAINING Contractor; Citygote Associates, LLC Dlsclpilne Codes., Law Enforcement= LE, fire = F, Emergency Medical Servlces = EMS, Emergency Management= EM, Public Health = PH, Other Dfsclolina =OD Course Title Description Discipline Total course cost (Estimated] Hazardous Materials Training- First This course trains First responders to recognize a hazardous materials Responder Operational incident and implement defensive actions to protect themselves, the LE,F $6,500.00 public, the environment and nearby property, This course Introduces the Incident Command System (ICS) and provides ICS -100 the foundation for higher level ICS training, It describes the history, features and principles, and organizational structure of the Incident F, EMS $6,000.00 Command System. This course Is designed to enable personnel to operate efficiently during ICS - 200 an incident or event within the Incident Command System (ICS). This LE, F, EMS $6,500.00 course focuses on the management of single resources. ICS- 300 Intermediate ICS for Expanding ICS300 provides training and resources for personnel who require - Incidents advanced knowledge and application of the ICS. This course expands LE, F, EMS $11,50o.00 upon Information covered In the IC -100 and ICS -200 courses, ICS -400 Advanced ICS Command and This course provides training and resourcesfor personnei who require General Staff advanced application of ICS. This course expands upon information LE, F, EM, PH, OD $9,500.00 covered In ICS -100 through ICS -300. This course Introduces and overviews the National Incident Management System (NIMS). NIMS provides a consistent nationwide ICS -70D NIMS template to enable all government, private -sector, and LE, F, EMS $6,000.00 nongovernmental organizations to work together during domestic incidents. ICS -800 B This course provides an Introduction to the National Response Framework, F, EMS $6,000,00 Page 1 of 6 Contractor: Cltygate Associates, LLC Page 2 of 6 This course contains generic curriculum regarding tactics and strategy AR -330 Task Force/Strike Team Leader All as It relates to the management of a strike team or task force and meets Risk the 5-330 training requirements of the California Incident Command F $15,712.00 Certification System (CICCS( for the position of Strike Team/Task Force Leader -All Risk, Designed to meet the training requirements outlined In the Wildland 5-330 Strike Team Leader Fire Quallncatlons System Guide and the Position Task Books (PTB) LE F $14,141.00 developed for the positions of Task Force Leader and the Strike Team Leader and specific to wlldiand fire suppression, Designed to prepare the student to function effectively in the position of 5-420 Command and General Staff a Type 2Incident Commander, Command, or General Staff. The focus is F, EMS $45,915.00 on the application of previously acquired knowledge and skills. Using classroom lecture and simulated Incidents, the student will understand the role and function of a Type I Incident Management 5-520 Advanced Incident Management Team, the applicability of management principles to the Incident F, EMS, EM $65,155.00 management Job, and the special considerations of incident management within geographic areas of the nation. This purpose ofthe professional development course, E-950 Incident Commander (IC(, is to provide local and state -level emergency L-950 Incident Commander responders with an overview of key duties and responsibilities of a Type LE, F, EM PH, OD $21,335.00 III Incident Commander in a Type III All -Hazards Incident Management Team AHIMT. The goal of this professional development course is to provide the local L-954 Safety Officer and state -level emergency responders with an overview of key duties LE, F, EM, PH, OD $17,000.00 and responsibilities of a Safety Officer Type III In a Type III AHIMT. The goal of this professional development course Is to provide the local L-956 Liaison Officer and state -level emergency responders with an overview of key duties LE, F, EM, PH, OD $6,500.00 and responsibilities ofa Liaison OfficerType III in a Type III AHIMT. Page 2 of 6 Contractor; Citygate Associates, LLC Page 3 of 6 The goal of this professional development course Is to provide the local L-958 Operations Section Chief and state -level emergency responders with an overview of key duties LE, F, EM, PH, OD $17,000.00 and responsibilities ofa Operations Section Chief Type III In a Type III AHIMT. The goal of this professional development course Is to provide the local L-960 Division Group Supervisor All Risk and state -level emergency responders with an overview of key duties LE, F, EM, PH $14,141.00 and responsibilities of a Division/Group Supervlsor Type III in a Type If AHIMT. The goal of this professional development course is to provide the local L-962 Planning Section Chief and state -level emergency responders with an overview of key duties LEI F $17,000.00 and responsibilities of a Planning Section Chief Type III In a Type III AHIMT. This course helps attendees establish the essential core competences L-964 Situation UnIt Leader required for performing the duties of the SITL In an all -hazards incident, LE, F, EMS, PH, OD $21,335.00 The course addresses all responsibllltles appropriate to a SITL operating In a local or state -level AHIMT. This course provides an overview of Resources Unit Leader responsibilities, the Planning Section, and the planning process to L-965 Resources Unit Leader tontextuallze the Resources Unit for emergency management and the LE, F, EMS, PH, OD $15,712.00 response personnel unfamiliar with the planning process or the Incident Command System (ICS). The goal of this professional development course Is to provide the local L-970 Supply Unit Leader and state -level emergency responders with an overview of key duties LE, F, EMs, PH, OD $17,000.00 and responsibilities of a Facilities Unit Leader Type 111 in a Type III AHIMT, The goal of this professional development course is to provide the local L-971 Facilities Unit Leader and state -level emergency responders with an overview of key duties LE, F, EM, PH $21,335.00 and responsibilities of a Supply Unit Leader Type III in a Type III AHIMT. The goal of this professional development course is to provide the local L-973 Finance/Admin Section Chief and state -level emergency responders with an overview of key duties LE, F, PH EM $14,141.00 and responsibilities of a Finance/Administration Section Chief Type 111 in , a Type 111 AHIMT, Page 3 of 6 Contractor: Cftygate Associates, LLC The goal of this professlonal development course Is to provide the local L-975 Finance Admin Unit Leader and state -level emergency responders with an overview of Trey duties / and responsibilities of a Finance/Administratlon Unit Leader Type III In a LE, F, EM, PH, OD $14,141.00 Type III AHIMT, 0-305 -Type 3 Incident Management This 5 -day course serves as a basic Introduction to the activities and Training processes of a USFATvoe 3 AHIMT. EM $49,115,00 EXERCISES A) Discussion -Rased Exercises- focus on strategic, policy -oriented Issues; facilitators andlor presenters usually lead the discusslon, keeping participants on track towards meeting exercise objectives. I' Note: Estimated costs are example costs only and depict a range that on exercise may fall within. Actual costs can vary and Is dependent on the size, scope, and variables Involved with a particular exercise) Exercise Type Description Variables Range of Cost Eskimated) Seminars generally orient participants to, or provide an overview of, Seminar authorities, strategies, plans, policies, procedures, protocols, resources, Participants (#), concepts, and ideas. Seminars can be valuable for entitles that are Facilitation, Hours, $5,000 - $25,000 developing or making major changesto existing plans or procedures. Materials, Location Although simllarto seminars, workshops differ In two important aspects: 1. participant Interaction is Increased, and 2. focus is placed on Participants (#), Workshop achieving or building a product, To be effective, workshops should have Pa tn, Hours, S8,000 - $35,000 clearly defined objectives, products, or goals, and should focus on a Materials, Location, specific issue. Plans Page 4 of 6 Contractor; Citygate Associates, LLC Tabletop Exercises (TTX) are Intended to generate discussion of various Description Variables issues regarding a hypothetical simulated emergency, They can be used to enhance general awareness, validate plans and procedures, rehearse Estimated) concepts, and/or assess the types of systems needed to guide the Participants (q), prevention of, protection from, mitigation of, response to, and recovery Facilitation, Hours, Planning Meetings, from a defined Incident, The effectiveness of a TTX is derived from the Materials, Location, $25,000 - $50,000 energetic involvement of participants and their assessment of Reporting/Plans recommended revisions to current policies, procedures, and plans; Facilitation, Hours, therefore facilitation is critical to keeping participants focused on are commonly used to provide training on new equipment, validate Materials, R) Operation -Based Exercises - used to validate plans, policies, agreements, and procedures; clarify roles and responsibilities; and identify resourcegaps. Exercises are characterized by actual reaction to an exercise scenario, such as initiating communications or mobilizing personnel and resources, (*Note: Estimated costs are example costs only and depict a range that an exercise may jalf within. Actual costs con vary and Is dependent on the size, scope, and variables involved with a particular exercise) Exercise Type Description Variables Range of Cost Estimated) Preparation, Planning Meetings, A drill is a coordinated, supervised activity usually employed to validate participants (k), a specific function or capability In a single agency or organization. Drills Facilitation, Hours, are commonly used to provide training on new equipment, validate Materials, Drill procedures, or practice and maintain current skills. For every drill, site/Mgt. $30,000-$75,000 clearly defined plans, procedures, and protocols need to be in place. Locations, Personnel need to be familiar with those plans and trained in the Reporting/Plans, processes and procedures to be drilled. Travel & Expenses, Moulage, Media, Volunteer Coordination Page 5 of 6 Contractor; Cltygate Associates, LLC Page 6 of 6 Preparation, Functional Exercises (FE) are designed to valldate and evaluate Planning Meetings, capabilities, multiple functions and/or sub -functions, or Interdependent Participants (#), groups of functions. FEs are typically focused on exercising pians, Facilitation, Hours, Functional policies, procedures, and staff members Involved In management, Materials, $55,000 -$100,000 direction, command, and control functions. An FE is conducted in a Site/Mgt. realistic, real-time environment; however, movement of personnel and Locations, equipment Is usually simulated. Reporting/Plans, Travel& Expenses Preparatlon, Full -Scale Exercises (FSE) are typically the most complex and resource- Planning Meetings, Intensive type of exercise, They involve multiple agencies, organizations, Participants (#), and jurisdictions and validate manyfacets of preparedness. FSEs often Facilitation, Hours, include many players operating under cooperative systems such as the Materials, Full -Scale Incident Command System (ICS) or Unified Command. In an FSE, events Site/Mgt. $75,000-$150,000 are projected through an exercise scenario with event updates that Locations, drive activity at the operational level. FSEs are usually conducted In a Reporting/Plans, real-time, stressful environment that Is intended to mirror a real Travel & Expenses, Incident. Throughout the duration of the exercise, many activities occur Moulage, Media, simultaneously, Volunteer Coordination Page 6 of 6 Wj 3.1 SECTION III EXHIBIT B TECHNICAL SPECIFICATIONS REQUIREMENTS The specific requirements of the. RFQ have been listed In two Sections to allow proposers to respond to either, the training courses component, the exercise component, or both. There is no requirement the Proposer must respond to both components of the RFQ, TRAINING COURSES 1. The ASAUA requires training courses In the following specific disciplines: a. Law Enforcement/Tacticai b. Fire/Emergency Medical c, Public Health d. Emergency Management 2. The Proposer shall conduct training courses at various locations/venues within the ASAUA. 3. The Proposer shall prepare course flyers, register attendees, record attendance by signed roster, provide certificates of completions, and verify course completion by the participants, 4. The Proposer shall prepare and present specified training courses. Course material shall be available at the time the training Is provided for each of the training courses the proposer has outlined in their proposal. 5. All training courses presented must meet state and federal guidelines and be approved by Cal UCS and DHS for reimbursement under the Homeland Security Grant Program prior to delivery. Refer to the Cal UCS website at: http://www.caloos.ca.gov/cal-ocs- divisions/california-soecialized raininq institute and the DFIS website at: RFQ No. tG,66$ Pag.1.4 https://www.feMa.gov/training for further information regarding state and federal guidelines for Department of Homeland Security grants. If any portion of the training course occurs outside of the classroom, an Environmental & Historic Preservation (EHP) approval must be obtained from FEMA/Cal OES prior to delivery of the course. The EHP approval is location specific and if an EHP approval is required, one must be obtained for each location where the course is delivered. It shall be the responsibility of the Proposer to complete all of the forms and documentation necessary to obtain the required approvals. The ASAUA Homeland Security Regional Training and Exercise Program Manager will assist the Proposer with the submission of the requests for approval. The City shall not be billed for any costs associated with obtaining these approvals. 6. The Proposer shall offer course content that satisfy the five preparedness priorities identified in the ASAUA Multiyear Training & Exercises plan. The ASAUA MTEP is attached for reference. 7. The Proposer shall provide all required training material, handouts, course syllabus and/or written curriculum. 8. The Proposer shall collect written survey comments/course evaluations from participants at the conclusion of every course offered. Survey/course evaluations will be conducted in a manner specified by the City. A standardized course survey form will be provided to the successful proposers. 9. The City reserves the right to cancel the training course with fourteen (14) calendar days' notice of delivery date, and not be charged for the class, travel costs, or training materials by the vendor. 10. Proposer shall provide and assign high quality instructors on a consistent basis to deliver the specified courses. 11. All instructors shall use the methods suggested by the training protocols established such as maintaining and updating each training syllabus, introducing and following objectives for each class, completing training as described, and utilizing training aids such as audio/visual systems. RFQ No. 16-068 Page 1s 12. The Proposer and all of their instructors shall provide immediate feedback to the City via the ASAUA Homeland Security Regional Training and Exercise Program Manger regarding all customer requests for new or additional services or to lodge complaints. 13. The Proposer will be paid for time, materials and for services rendered. Training days are generally eight (8) hours long, e.g. 8AM-5PM, including a one (1) hour lunch. The schedule should include regular breaks on a 50/10 break ratio — for every fifty (50) minutes of instruction, there should be a ten (10) minute break. Half days are defined as four (4) hours or less of curriculum. 14. Training venues may be provided by the City or by hosting agencies based on the needs of the course. Proposer must be able to secure training sites at any of the jurisdictions within the ASAUA. 15. All Proposer developed courses must be approved by California Office of Emergency Services (Cal OES) for reimbursement under the Homeland Security Grant Program prior to delivery. it is the responsibility of the Proposer to prepare all of the forms and documentation necessary to obtain all course approvals. The ASAUA Homeland Security Regional Training and Exercise Program Manager will assist the Proposer with the submission of the requests for approval. The City shall not be billed for any costs associated with obtaining these approvals. 16. The anticipated start date of this agreement is Fall of 2016. Usage under this agreement will begin at this time. 17. Depending on the training or exercise, the proposer's instructors and courses may be required to be California Peace Officer Standards & Training (POST) certified or California State Fire Marshal approved. It shall be the responsibility of the Proposer to obtain all POST certifications and California State Fire Marshal course approvals. The ASAUA Homeland Security Regional Training and Exercise Program Manager will assist the Proposer with the submission of the requests for certifications and approval. The City shall not be billed for any costs associated with obtaining these certifications and approvals. RFQ No. 16-068 Page 16 18. A list of "approved" courses is available from Cal OES at www.caloes.ca.gov and a list of Federal Emergency Management Agency (FEMA) approved classes is available at www.fema.gov/tra[q!ng 19. Proposers are responsible for providing all course materials and delivering it to the site(s) of all training. 20. Proposer will work with the ASAUA Homeland Security Regional Training and Exercise Program Manager and requesting agency to coordinate the training calendar and venue. 21. When required, Proposer must obtain the applicable certifications for developed courses before training begins. The need for certification will be determined by the ASAUA Training & Exercise Program Manager. It shall be the responsibility of the Proposer to complete all of the forms and documentation necessary to obtain the required certifications. The ASAUA Homeland Security Regional Training and Exercise Program Manager will assist the Proposer with the submission of the requests for certification. The City shall not be billed for any costs associated with obtaining these certifications. 22. Proposer will be required to obtain Emergency Medical Association (EMA) or Emergency Management Institute (EMI) certification on developed courses if the course content contains materials that require state and/or federal certification. The ASAUA Homeland Security Regional Training and Exercise Program Manager will assist the Proposer with the submission of the requests for certification. The City shall not be billed for any costs associated with obtaining these certifications. 23. Proposer may not charge the City for materials brought to the class that are not utilized. 24. Proposers may be selected to provide training based on their expertise within a specific discipline, RFQ No, 16-068 Page 17 25. Proposers shall ensure that training participants are members of agencies or organizations located or operating within the ASAUA, or have been approved by the ASAUA Training & Exercise Program Manager or his designee. 26. Proposer shall ensure that, when required, an Environmental Historic Preservation (EHP) approval has been issued to the ASAUA before delivery of the training course. It shall be the responsibility of the Proposer to complete all of the forms and documentation necessary to obtain the required EHP approvals. The ASAUA Homeland Security Regional Training and Exercise Program Manager will assist the Proposer with the submission of the requests for approval. The City shall not be billed for any costs associated with obtaining these approvals. 27. Upon award of an agreement, the City will request a firm proposal from the approved qualified training provider on their proposed training courses whenever the need arises. 3.1.1 DELIVERABLES /REPORTS FOR TRAINING COURSES 1. Course Surveys / Evaluations a. The course surveys / evaluations results will be tabulated and scored by the Proposer. Summary of the results will be provided to the ASAUA Training & Exercise Program Manager. J. Completed course survey/evaluation forms will be provided to the ASAUA Training & Exercise Program Manager within 30 days of delivery of the training course. 2. Proposer must provide course flyers for all training courses to be delivered by Proposer, 3. Proposer will provide to the ASAUA Training & Exercise Program Manager all rosters and sign -in sheets upon completion of the training course for all training courses delivered. RFQ Nc. 16-068 Page 18 4. Proposer will provide certificates of completion to all students that successfully complete the training course at the conclusion of the training course and provide copies of the certificates to the ASAUA Training & Exercise Program Manager within 30 days of delivery of the training course. 3.1.2 QUANTITIES FOR TRAINING COURSES 1. Quantities listed herein are estimates and are not to be construed as a commitment, No minimum or maximum is guaranteed or implied. 3.1.3 PRICING FOR TRAINING COURSES I. All pricing quoted by Proposer in the RFQ and Response Packet will be considered by the grant office to be good faith estimates and used for budgetary planning purposes only. Firm price quotes will be requested from and provided by the selected qualified vendors during an informal solicitation for quotation and Purchase Order process and will remain firm for the term of any agreement that may be awarded as a result of this RFQ. 2. Unless otherwise stated, Proposer agrees that, in the event of a price decline, the benefit of such lower price shall be extended to the City. 3. All prices are to be F.O.B. destination. Any freight/delivery charges are to be included. 4. Any price increase or decrease for subsequent contract terms may be negotiated between Proposer and City only after completion of the initial term. 5. Taxes and freight charges: a. The City is soliciting a total price per single delivery of each training course. The price quoted for each training course shall be the total cost the City will pay including Sales, Use, or other taxes and all other charges. b. No charge for delivery, drayage, express, parcel post packing, cartage, insurance, license fees, permits, costs of bonds, or any other purpose, RFQ No. 16-068 Page 19 except taxes legally payable by City, will be paid by the City unless expressly included and itemized in the proposal. c. Amount paid for transportation of property to the City of Santa Ana is exempt from Federal Transportation Tax. An exemption certificate is not required where the shipping papers show the consignee is the City of Santa Ana; as such papers may be acceptable by the carrier as proof of the exempt character of the shipment. d. Articles sold to the City of Santa Ana are exempt from certain Federal excise taxes. The City will furnish an exemption certificate. 6. All prices quoted shall be in United States dollars and "whole cent," no cent fractions shall be used. There are no exceptions. 7. Price quotes shall include any and all payment incentives available to the City. 8. Proposers are advised that in the evaluation of costs, if applicable, it will be assumed the unit price quoted is correct in the case of a discrepancy between the unit price and an extension. 9. Federal and State minimum wage laws apply. The City has no requirements for living wages. The City is not imposing any additional requirements regarding wages. 3.1.4 AWARD FOR TRAINING COURSES 1. The City reserves the right to reject any or all responses that materially differ from any terms contained in this RFQ or from any Exhibits attached hereto, to waive informalities and minor irregularities in responses received, and to provide an opportunity for Proposers to correct minor and immaterial errors contained in their submissions. The decision as to what constitutes a minor irregularity shall be made solely at the discretion of the City. 2. The City reserves the right to award an agreement to a single Proposer or multiple Proposers. RFQ No, 15-068 Page 20 3. The City has the right to decline to award an agreement or any part thereof for any reason. 4. City Council approval to award an Agreement pursuant to this RFQ will be required. 5. Any agreement must be negotiated, finalized, and approved by the recommend vendor prior to City Council approval. 6. The RFQ specifications, terms, conditions, and Exhibits, RFQ Addenda and Proposer's proposal, may be incorporated into and made a part of any agreement that may be awarded as a result of this RFQ. 3.1.5 METHOD OF ORDERING TRAINING COURSES 1. As training is required, solicitations in the form of firm price quotations will be requested from the vendors with which the City has an Agreement. 2. Individual order price quotations shall be provided upon request per project and shall include, but not be limited to, an identifying (quotation) number, date, City of Santa Ana agreement number, requestor name and phone number, ship to location, itemization of services with complete description and price per item and a summary of total cost for services, shipping, and tax. 3. Price quotations will be reviewed and vendors will be selected by the UASI Grant Office. Written Purchase Orders (POs) will be issued upon approval of written itemized quotations received from the Proposer. 4. POs will be faxed, transmitted electronically, or mailed and shall be the only authorization for the Proposer to place an order. 5. POs and payments for service will be issued only in the name of the Proposer. 6. Proposer shall adapt to changes to the ordering method or ordering procedures as required by the City during the term of the agreement. 7. Change orders shall be agreed upon by Proposer and City and issued as needed in writing by the City. RFQ No, 16-068 Page Z. 3.1.6 INVOICING FOR TRAINING COURSES 1. Proposer shall invoice the City, unless otherwise advised, upon satisfactory receipt of performance of services, 2. City will use best efforts to make payments within thirty (30) days following receipt and review of invoice and upon complete satisfactory receipt of performance of services. 3. Invoices should be mailed to: Sgt. Brad Hadley Santa Ana Police Department Homeland Security Division / M-18 60 Civic Center Plaza P.O. Box 1981 Santa Ana, CA 92701 4. City shall notify Proposer of any adjustments required to invoices. 5. Invoices shall have City PO number, invoice number, agreement number, remit to address and itemized services description and price as quoted and shall be accompanied by acceptable proof of delivery. 6. Proposer shall utilize standardized invoices upon request. 7. Invoices shall only be issued by the vendor who is awarded an agreement. 3.1.7 ACCOUNT MANAGER/ SUPPORT STAFF FOR TRAINING COURSES 1. Proposer shall provide a dedicated competent account manager who shall be responsible for the City account / agreement. The account manager shall receive all orders from the City and shall be the primary contact for all issues regarding the Proposer's response to this RFQ and any agreement which may arise pursuant to this RFQ. RFQ No. 16-068 Page 22 2. Proposer shall also provide adequate, competent support staff that shall be able to service the City during normal working hours, Monday through Friday. Such representative(s) shall be knowledgeable about the agreement, training offered, and able to identify and resolve quickly any issues included, but not limited to order and invoicing problems. 3. Proposer account manager shall be familiar with City requirements and standards and work with the City to ensure that established standards are adhered to. 4, Proposer account manager shall keep the City and ASAUA Training & Exercise Program Manager informed of requests from departments as required. 3.2 EXERCISES 1. The ASAUA requires seminars, workshops, tabletops, drills, functional, and full-scale exercises in the following specific disciplines: a. Law Enforcement/Tactical b. Fire/Emergency Medical c. Public Health d. Emergency Management 2. The Proposer shall conduct seminars, workshops, tabletops, drills, functional, and full-scale exercises at various locations/venues within the ASAUA. All drills, functional and full scale exercises will require an EHP approval from FEMA/Cal OES prior to delivery. It shall be the responsibility of the Proposer to complete all of the forms and documentation necessary to obtain the required EHP approvals. The ASAUA Homeland Security Regional Training and Exercise Program Manager will assist the Proposer with the submission of the requests for approval 3. All exercises must be conducted in a manner which adheres to all applicable state and federal guidelines, including exercise design and development guidelines outlined in the HSEEP. RFQ No. 16-068 Page 23 4. When conducting seminars, workshops, tabletops, drills, functional and full-scale exercises the Proposer shall provide all required exercise consumables, printed materials, handouts, and other materials such as, but not limited to, exercise manuals, special effects, actor moulage, supplies, signage, etc. 5. Proposer shall provide and assign high quality personnel such as exercise designers, directors, controllers, evaluators, and support personnel on a consistent basis to deliver the specified seminars, workshops, tabletops, drills, functional, and full-scale exercises. 6, Proposer shall provide all multi -media devices necessary for presentations during seminars, workshops, tabletops, drills, functional, full-scale exercises, and any planning meetings and conferences, 7. The Proposer and all of their exercise personnel shall provide immediate feedback to the City via the ASAUA Homeland Security Regional Training and Exercise Program Manger regarding all customer requests for new or additional services or to lodge complaints. 8. Seminar, workshop, tabletop, drill, functional and full-scale exercise venues may be provided by the City or by hosting agencies based on the needs of the exercise. Proposer must be able to secure exercise sites at any of the jurisdictions within the ASAUA. 9. Proposers are responsible for providing exercise materials and delivering it to the site(s) of all seminars, workshops, tabletops, drills, functional and full-scale exercises. 10, Proposer may not charge the City for materials brought to the seminars, workshops, tabletops, drills, functional, and full-scale exercises that are not utilized. 11. Proposers may be selected to provide seminars, workshops, tabletops, drills, functional, and full-scale exercises based on their expertise and experience within a specific discipline. RFQ No, 16-068 Page 24 12, Proposers shall ensure that exercise participants are members of agencies or organizations located or operating within the ASAUA, or have been approved by the ASAUA Training & Exercise Program Manager or his designee. 13. Proposer shall ensure that, when required, an Environmental Historic Preservation (EHP) approval letter has been issued to the ASAUA before delivery of any seminars, workshops, tabletops, drills, functional, and full-scale exercises. All drills, functional and full scale exercises will require an EHP approval from FEMA/Cal OES prior to delivery. it shall be the responsibility of the Proposer to complete all of the forms and documentation necessary to obtain the required EHP approvals. The ASAUA Homeland Security Regional Training and Exercise Program Manager will assist the Proposer with the submission of the requests for approval. 3.2.1 QUALIFICATIONS — HOMELAND SECURITY EXERCISE EXPERIENCE The following elements outline the type of experience and expertise proposers should possess related to the development and delivery of seminars, workshops, tabletops, drills, functional and full-scale exercises. Proposers will document their experience and expertise in Attachment D — Proposal Response Packet. The ASAUA requires seminars, workshops, tabletops, drills, functional and full-scale exercises in the following specific disciplines: a. Law Enforcement/Tactical b. Fire/Emergency Medical c. Public Health d. Emergency Management 2. Proposer should be experienced and proficient in the design and delivery of relevant homeland security related seminars, workshops, tabletops, drills, functional and full- scale exercises. RFQ No. 16-068 Page 25 3. Proposer should have staff that is experienced and proficient in developing seminars, workshops, tabletops, and drills, functional and full-scale exercises in accordance with HEESP guidelines. 4. Proposer should have staff that is experienced and proficient in conducting seminars, workshops, tabletops, drills, functional and full-scale exercises in accordance with HEESP guidelines. 5. Proposer should have staff that is experienced and proficient In providing training to and coordinating exercise evaluators, controllers, and Simulation Cell operators. 3.2.2 DELIVERABLES / REPORTS FOR EXERCISES 1. Exercise Documents a. Proposer shall provide all documents necessary to conduct seminars, workshops, tabletops, drills, functional and full-scale exercises in accordance with HEESP guidelines, These documents should include, but not be limited to: Exercise Plan, Controller/Evaluator Plan, Master Scenario Events List (MESL), Exercise Evaluation Guides, etc. 2. Proposer will provide rosters, sign -in sheets, and presentation materials for all planning meetings conducted in support of all seminars, workshops, tabletops, drills, functional and full-scale exercises and will deliver to the ASAUA Training & Exercise Program Manager upon completion of the planning activity. 3. Proposer will provide rosters and sign -in sheets for all seminars, workshops, tabletops, drills, functional and full-scale exercises and will deliver to the ASAUA Training & Exercise Program Manager upon completion of the exercise activity. 4. Proposer will complete After Action Reports (AARs) for all seminars, workshops, tabletops, drills, functional and full-scale exercises. Copies of these AARs will be provided to the ASAUA Training & Exercise Program Coordinator within 60 days of any seminars, workshops, tabletops, drills, functional, and full-scale exercises. RFQ No. 16-068 Page 26 5. Proposer will complete an Improvement Plan for each seminar, workshop, tabletop, drill, functional and full-scale exercise delivered. Copies of the Improvement Plan will be provided to the ASAUA Training & Exercise Coordinator within 60 days of any seminars, workshops, tabletops, drills, functional, and full-scale exercises. 6. Proposer will upload, on behalf of the ASAUA, all necessary AARs and Improvement Plans into HSEEP within 60 days of completing any exercise activity. 3.2.3 QUANTITIES FOR EXERCISES Quantities listed herein are estimates and are not to be construed as a commitment. No minimum or maximum is guaranteed or Implied. 3.2.4 PRICING FOR EXERCISES 1. All price quotes offered during an informal request for quote process will remain firm for the term of the resulting PO under the Agreement. 2. Unless otherwise stated, Proposer agrees that, in the event of a price decline, the benefit of such lower price shall be extended to the City. 3. All prices are to be F.O.B. destination. Any freight/delivery charges are to be included. 4. Any price increase or decrease for subsequent contract terms may be negotiated between Proposer and City only after completion of the initial term. 5. Taxes and freight charges: a. The City is soliciting a total price per single delivery of each seminar, workshop, tabletop, drill, functional, and full-scale exercise. The price quoted for each seminar, workshop, tabletop, drill, functional, and full-scale exercise shall be the total cost the City will pay including Sales, Use, or other taxes and all other charges. b. No charge for delivery, drayage, express, parcel post packing, cartage, insurance, license fees, permits, costs of bonds, or any other purpose, RFQ No, 16.068 Page 27 except taxes legally payable by City, will be paid by the City unless expressly included and itemized in the proposal. c. Amount paid for transportation of property to the City of Santa Ana is exempt from Federal Transportation Tax. An exemption certificate is not required where the shipping papers show the consignee is the City of Santa Ana; as such papers may be acceptable by the carrier as proof of the exempt character of the shipment. d, Articles sold to the City of Santa Ana are exempt from certain Federal excise taxes. The City will furnish an exemption certificate. 6. All prices quoted shall be in United States dollars and "whole cent," no cent fractions shall be used. There are no exceptions. i. Price quotes shall include any and all payment incentives available to the City. 8. Proposer are advised that in the evaluation of costs, if applicable, it will be assumed the unit price quoted is correct in the case of a discrepancy between the unit price and an extension. 9. Federal and State minimum wage laws apply. The City has no requirements for living wages. The City is not imposing any additional requirements regarding wages. 3.2.6 AWARD FOR EXERCISES 1. The City reserves the right to reject any or all responses that materially differ from any terms contained in this RFQ or from any Exhibits attached hereto, to waive informalities and minor irregularities in responses received, and to provide an opportunity for proposers to correct minor and immaterial errors contained in their submissions. The decision as to what constitutes a minor irregularity shall be made solely at the discretion of the City. 2. The City reserves the right to award to a single or multiple proposers. RPQ No. 16-068 Page 28 3. The City has the right to decline to award an agreement or any part thereof for any reason. 4, City Council approval to award an Agreement will be required. 5. The Master Agreement must be negotiated, finalized, and signed by the recommend awardee(s) prior to City Council approval. 6. Final Master Agreement terms and conditions will be negotiated with the selected vendors. 7. The RFQ specifications, terms, conditions, and Exhibits, RFQ Addenda and Proposer"s proposal, may be incorporated into and made a part of any agreement that may be awarded as a result of this RFQ. 3.2.6 METHOD OF ORDERING FOR EXERCISES 1. As an exercise is required, solicitations in the form of a firm price quotation will be requested from the vendors. 2. Proposers who have been qualified will be provided a scope of work for the desired seminar, workshop, tabletop, drill, functional or full-scale exercise and requested to provide a written quotation. These quotations will be reviewed and evaluated by the ASAUA Grant Office. 3. Individual order price quotations shall be provided upon request per project and shall include, but not be limited to, an identifying (quotation) number, date, City of Santa Ana agreement number, requestor name and phone number, ship to location, itemization of services with complete description and price per item and a summary of total cost for services, shipping, and tax. 4. Written Purchase Orders (POs) will be issued upon approval of written itemized quotations received from the Proposer(s). 5. POs will be faxed, transmitted electronically, or mailed and shall be the only authorization for the Proposer to place an order. RFQ No. 16-068 Page 29 6. POs and payments for service will be issued only in the name of the Proposer. 7. Proposer shall adapt to changes to the ordering method or ordering procedures as required by the City during the term of the agreement, 8. Change orders shall be agreed upon by Proposer and City and issued as needed in writing by the City. 3.2.7 INVOICING FOR EXERCISES, 1. Proposer shall invoice the City, unless otherwise advised, upon satisfactory receipt of performance of services. 2. The Proposer will submit invoices according to milestones that are mutually agreed upon -thp— ity-andAhaRroposer_, and -will -be -established -at the time-a-n-ag-r-eement is entered into between the City and the Proposer. 3, Invoices should be mailed to; Sgt. Brad Hadley Santa Ana Police Department Homeland Security Division / M-18 60 Civic Center Plaza P.O. Box 1981 Santa Ana, CA 92701 4. City will use best efforts to make payments within thirty (30) days following receipt and review of invoice and upon complete satisfactory receipt of performance of services. 5. City shall notify Proposer of any adjustments required to invoices. 6. Invoices shall contain Agreement number, City PO number, invoice number, remit to address and itemized services description and price as quoted and shall be accompanied by acceptable proof of delivery. RFQ No. 16-066 Page 30 7. Proposer shall utilize standardized invoice upon request. 8. Invoices shall only be issued by the Proposer who is awarded an agreement. 9. Payments will be issued to and invoices must be received from the same Proposer whose name is specified on the POs. 3,2,8 ACCOUNT MANAGER / SUPPORT STAFF FOR EXERCISES 1. Proposer shall provide a dedicated competent account manager who shall be responsible for the City account / agreement. The account manager shall receive all orders from the City and shall be the primary contact for all issues regarding the Proposer's response to this RFQ and any agreement which may arise pursuant to this RFQ. 2. Proposer shall also provide adequate, competent support staff that shall be able to service the City during normal working hours, Monday through Friday. Such representative(s) shall be knowledgeable about the agreement, training offered, and able to identify and resolve quickly any issues included, but not limited to order and invoicing problems, 3. Proposer account manager shall be familiar with City requirements and standards and work with the City to ensure that established standards are adhered to. 4. Proposer account manager shall keep the City and ASAUA Training & Exercise Program Manager informed of requests from departments as required. RFQ No. 16-068 Page 31 A��R" CERTIFICATE OF LIABILITY INSURANCE °ATE(MMI°°"YY' 8/29/2016 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(les) 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 Owen -Dunn Insurance Services 1455 Response Road, Suite 260 Sacramento, CA 95815 CONTACT NAME' PHONE 916 993-2700 uc No: 916 993-2683 E-MAIL ADDRESS: INSURER(S) AFFORDING COVERAGE NAIC0 ✓ INSURER A: Sentinel Insurance Company LTD 11000 www,owendunn.com 0522677 INSURED Citygate Associates, LLC David DeRoos INSURER 0; Trumbull Insurance Company 27120 INSURER C: Landmark American Insurance Company 33138 INSURER O'. 2250 E. Bidwell St. #100 NSURERE Folsom CA 95630 INSURER F: Cf1VFRAf:FC CFRTIFICATF NHMRER• 11RAa015 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. /NSR LTR rypE OF INSURANCE I=ADDL 9 M POLICY NUMBER MMIDO"YY MMIDDYYYY LIMITS A �/ COMMERCIAL GENERAL LIABILITY CLAIMS -MADE 1✓ OCCUR ✓ ✓ 57SBAAZ1255 7/15/2016 7/15/2017 EACH OCCURRENCE $ 2,000,000 PREMISES Ea mbU11.nce S 1,000,000 MED EXP (Any one person) $ 10,000 ✓ Deductible - $0 PERSONAL &ADV INJURY $ 2,000,000 GEN'L AGGREGATE LIMIT APPLIES PER: GENERAL AGGREGATE $ 4,000,000 PRODUCTSCOMPIOP AGO $ 4,000,008 POLICY ✓❑ JECOT LOC Employee Dishonesty $ 50,000 OTHER I I I A AUTOMOBILELIABILITY ✓ 57SBAAZ1255 7/15/2016 7/15/2017 Eeea deD SINGLE LIMIT $ 2,000000 BODILY INJURY (Per person) $ ANY AUTO OWNED SCHEDULED AUTOS ONLY AUTOS HIRED NON -OWNED ✓ AUTOS ONLY AUTOS ONLY BODILY INJURY (Per accident) $ PR PERTY DAMAGE $ Per accident $ A �/ UMBRELLA LIAB / OCCUR 57SBAAZ1255 7/15/2016 7/15/2017 EACH OCCURRENCE $ 4000000 AGGREGATE $ 4,000,000 EXCESS LIAR CLAIMS -MADE DED I ✓ RETENTION $10,000 $ B WORKERS COMPENSATION AND EMPLOYERS' LIABILITY ANYPROPRIETORIPARTNERIEXECUTIVE YIN OFFICERIMEMBER EXCLUDED? ❑N (Mandatory In NH) NIA �/ 57WECEU6620 10/1/2015 10/1/2616 ✓ STATUTE OTH E.L. EACH ACCIDENT $ 1,000,000 E.L. DISEASE- EA EMPLOYEE $ 1 000 000 E. L. DISEASE -POLICY LIMIT S 1,000,000 If yes, describe under DESCRIPTION OF OPERATIONS below C Professional Liability LHR828648 2/14/2016 2/14/2017 Aggregate: 2,000,000 Each Claim: 2,000,000 Deductible: $10,000 each claim Retro Date: 1/6/1999 DESCRIPTION OF OPERATIONS I LOCATIONS I VEHICLES (ACORD 101, Additional Remarks Schedule, may be attached If more space is required) The City of Santa Ana, its officers, agents, employees, representative and designated volunteers are included as additional insureds pursuant to a signed contract with respects to General Liability and Business Auto as per the terms & conditions of the attached endorsements. Primary wording applies per the attached endorsement, General Liability and Workers Compensation waiver of subrogation applies per attached. `"30 Day cancellation endorsement to be issued by carrier. CERTIFICATE HOLDER CANCELLATION CitTHE y ofSanta Ana Finance & Management Services Agency Center Plaza M-16 SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE ACCORDANCE EW THON DTHE POLICY PROVISIONS.ATE THEREOF, NOTICE WILL BE DELIVERED IN 20 Civic Santa Ana CA 92702 AUTHORIZED REPRESENTATIVE Shelly Campbell © 1988-2015 ACORD CORPORATION. r' is reserved. ACORD 25 (2016/03) The ACORD name and logo are registered marks of ACORD �LI" 1 3L5f5945 116-P Naer"t w/ lit 11 PROF n WC PP AGG I Margarita Haxrrrarn 1 8/29/2016 9,3 l�°�io ��][""IsFe 1 qE ]2 pp 8/29/2016 POLICY NUMBER57SBAAZ1255 Citygate Associates, LLC THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. ADDITIONAL INSURED - OWNERS, LESSEES OR CONTRACTORS - SCHEDULED PERSON OR ORGANIZATION This endorsement modifies insurance provided under the following: BUSINESS LIABILITY COVERAGE FORM SCHEDULE Name Of Additional Insured Person(s) Or Orgar ization(s): Location(s) Of Covered Operations City of Santa Ana Finance & Management Services Agency 20 Civic Center Plaza M-16 Santa Ana CA 92702 Information required to complete this Schedule, if not shown above, will be shown in the Declarations. A. Section C. — Who Is An Insured is amended to include as an additional insured the person(s) or organization(s) shown in the Schedule, but only with respect to liability for "bodily injury', "property damage' or "personal and advertising injury" caused, in whole or in part. by: 1. Your acts or omissions or 2. The acts or omissions of those acting on your behalf, in the performance of your ongoing operations for the additional insureds) at the location(s) designated above. Form SS 41 70 06 11 Process Date: B. With respect to the insurance afforded to these additional insureds, the following additional exclusions apply: This insurance does not apply to "bodily injury" or "property damage" occurring after: 1. All work, including materials, parts or equipment furnished in connection with such work, on the project (other than service. maintenance or repairs) to be performed by or on behalf of the additional insureds) at the location of the covered operations has been completed, or 2. That portion of "your work" out of which the injury or damage arises has been put to its intended use by any person or organization other than another contractor or subcontractor engaged in performing operations for a principal as a part of the same project. Policy Expiration Date: .'D 2011, The Hartford (Includes copyrighted material of Insurance Services Office, Inc., with its permission) 31515315 1 16 11 :naStes w/ 16-11 PROP S WC PP AcG I Maryari Ca Harriman I 6/29/2016 9:33',02 .m (PSV I Faye 2 of 32 Page 1 of 1 57SBAAZ1255 Citygate Associates, LLC 8/29/2016 BUSINESS LIABILITY COVERAGE FORM Form SS 00 08 04 05 © 2005, The Hartford 31545915 116-17 Master w/ 16-17 PROF 6 NC - PP AGG I Margarita Harriman 1 8/29/2016 4:33:02 PM (POT) I Page 3 of 32 QUICK REFERENCE BUSINESS LIABILITY COVERAGE FORM READ YOUR POLICY CAREFULLY BUSINESS LIABILITY COVERAGE FORM A. COVERAGES Business Liability Medical Expenses Coverage Extension - Supplementary Payments B. EXCLUSIONS C. WHO IS AN INSURED D. LIABILITY AND MEDICAL EXPENSES LIMITS OF INSURANCE Beginning on Page 1 1 2 2 3 10 14 E. LIABILITY AND MEDICAL EXPENSES GENERAL CONDITIONS 15 1. Bankruptcy 15 2. Duties In The Event Of Occurrence, Offense, Claim Or Suit 15 3. Financial Responsibility Laws 16 4. Legal Action Against Us 16 5. Separation Of Insureds 16 6. Representations 16 7. Otherinsurance 16 8. Transfer Of Rights Of Recovery Against Others To Us 17 F. OPTIONAL ADDITIONAL INSURED COVERAGES 18 Additional Insureds 18 G. LIABILITY AND MEDICAL EXPENSES DEFINITIONS 20 Form SS 00 08 04 05 31545915 116-17 Master w/ 10-17 PROF & 'WC - PP AAG I Margarita Harriman 1 B/29/2016 4:33:02 PM (PUT) I Page 4 of 32 nw BUSINESS LIABILITY COVERAGE FORM Various provisions in this policy restrict coverage. Read the entire policy carefully to determine rights, duties and what is and is not covered. Throughout this policy the words "you" and "your" refer to the Named Insured shown in the Declarations. The words "we", "us" and "our" refer to the stock insurance company member of The Hartford providing this insurance. The word "insured" means any person or organization qualifying as such under Section C. - Who Is An Insured. Other words and phrases that appear in quotation marks have special meaning. Refer to Section G. - Liability And Medical Expenses Definitions. I-11111IMdi1TA=:7tT4ff=N 1. BUSINESS LIABILITY COVERAGE (BODILY INJURY, PROPERTY DAMAGE, PERSONAL AND ADVERTISING INJURY) Insuring Agreement a. We will pay those sums that the insured becomes legally obligated to pay as damages because of 'bodily injury", "property damage" or "personal and advertising injury" to which this insurance applies. We will have the right and duty to defend the insured against any "suit' seeking those damages. However, we will have no duty to defend the insured against any "suit' seeking damages for 'bodily injury", "property damage" or "personal and advertising injury" to which this insurance does not apply. We may, at our discretion, investigate any "occurrence" or offense and settle any claim or "suit' that may result. But: (1) The amount we will pay for damages is limited as described in Section D. - Liability And Medical Expenses Limits Of Insurance; and (2) Our right and duty to defend ends when we have used up the applicable limit of insurance in the payment of judgments, settlements or medical expenses to which this insurance applies. No other obligation or liability to pay sums or perform acts or services is covered unless explicitly provided for under Coverage Extension - Supplementary Payments. b. This insurance applies: (1) To 'bodily injury" and 'property damage" only if: Form SS 00 08 04 05 (a) The "bodily injury" or "property damage" is caused by an "occurrence" that takes place in the 'coverage territory'; (b) The "bodily injury" or "property damage" occurs during the policy period; and (c) Prior to the policy period, no insured listed under Paragraph 1, of Section C. — Who Is An Insured and no "employee" authorized by you to give or receive notice of an 'occurrence" or claim, knew that the 'bodily injury" or "property damage" had occurred, in whole or in part. If such a listed insured or authorized "employee" knew, prior to the policy period, that the 'bodily injury" or "property damage" occurred, then any continuation, change or resumption of such 'bodily injury" or "property damage" during or after the policy period will be deemed to have been known prior to the policy period. (2) To "personal and advertising injury" caused by an offense arising out of your business, but only if the offense was committed in the 'coverage territory" during the policy period. c. 'Bodily injury" or "property damage" will be deemed to have been known to have occurred at the earliest time when any insured listed under Paragraph 1. of Section C. — Who Is An Insured or any "employee" authorized by you to give or receive notice of an 'occurrence" or claim: (1) Reports all, or any part, of the 'bodily injury" or 'property damane" to us nr any other insurer; © 2005, The Hartford 31595915 116-17 Master w/ 16-17 PROP & WC - PP AGG I Margarita Harriman 19/29/2016 9:33:02 PM (POT) I Page 5 of 32 11&MMI=*'�1Il_1_.1T4III (2) Receives a written or verbal demand or claim for damages because of the "bodily injury" or "property damage"; or (3) Becomes aware by any other means that "bodily injury" or 'property damage" has occurred or has begun to occur. d. Damages because of "bodily injury" include damages claimed by any person or organization for care, loss of services or death resulting at any time from the 'bodily injury". e. Incidental Medical Malpractice (1) 'Bodily injury" arising out of the rendering of or failure to render professional health care services as a physician, dentist, nurse, emergency medical technician or paramedic shall be deemed to be caused by an "occurrence", but only if: (a) The physician, dentist, nurse, emergency medical technician or paramedic is employed by you to provide such services; and (b) You are not engaged in the business or occupation of providing such services. (2) For the purpose of determining the limits of insurance for incidental medical malpractice, any act or omission together with all related acts or omissions in the furnishing of these services to any one person will be considered one "occurrence". �M&l *1181-111111114 lk &31:K Insuring Agreement a. We will pay medical expenses as described below for 'bodily injury" caused by an accident: (1) On premises you own or rent; (2) On ways next to premises you own or rent; or (3) Because of your operations; provided that: (1) The accident takes place in the "coverage territory" and during the policy period; (2) The expenses are incurred and reported to us within three years of the date of the accident; and (3) The injured person submits to examination, at our expense, by physicians of our choice as often as we reasonably require. b. We will make these payments regardless of fault. These payments will not exceed the applicable limit of insurance. We will pay reasonable expenses for; (1) First aid administered at the time of an accident; (2) Necessary medical, surgical, x-ray and dental services, including prosthetic devices; and (3) Necessary ambulance, hospital, professional nursing and funeral services. 3. COVERAGE EXTENSION - SUPPLEMENTARY PAYMENTS a. We will pay, with respect to any claim or "suit' we investigate or settle, or any "suit' against an insured we defend: (1) All expenses we incur. (2) Up to $1,000 for the cost of bail bonds required because of accidents or traffic law violations arising out of the use of any vehicle to which Business Liability Coverage for "bodily injury" applies. We do not have to furnish these bonds. (3) The cost of appeal bonds or bonds to release attachments, but only for bond amounts within the applicable limit of insurance. We do not have to furnish these bonds. (4) All reasonable expenses incurred by the insured at our request to assist us in the investigation or defense of the claim or "suit", including actual loss of earnings up to $500 a day because of time off from work. (5) All costs taxed against the insured in the "suit'. (6) Prejudgment interest awarded against the insured on that part of the judgment we pay. If we make an offer to pay the applicable limit of insurance, we will not pay any prejudgment interest based on that period of time after the offer. (7) All interest on the full amount of any judgment that accrues after entry of the judgment and before we have paid, offered to pay, or deposited in court the part of the judgment that is within the applicable limit of insurance. Any amounts paid under (1) through (7) above will not reduce the limits of insurance. Page 2 of 24 Form SS 31545915 116-17 Master w/ 16-17 PROF E WC - PP AGG I Margarita Harriman 10/29/2016 9:33:02 PM (PUP) I Page 9 oP 32 BUSINESS LIABILITY COVERAGE FORM b. If we defend an insured against a "suit" So long as the above conditions are met, and an indemnitee of the insured is also attorneys' fees incurred by us in the named as a party to the "suit", we will defense of that indemnitee, necessary defend that indemnitee if all of the litigation expenses incurred by us and following conditions are met: necessary litigation expenses incurred (1) The "suit" against the indemnitee by the indemnitee at our request will be seeks damages for which the insured paid as Supplementary Payments. has assumed the liability of the Notwithstanding the provisions of indemnitee in a contract or agreement Paragraph 1.b.(b) of Section B. — that is an "insured contract"; Exclusions, such payments will not be (2) This insurance applies to such liability deemed to be damages for "bodily assumed by the insured; injury" and "property damage" and will (3) The obligation to defend, or the cost of not reduce the Limits of Insurance. the defense of, that indemnitee, has Our obligation to defend an insured's also been assumed by the insured in indemnitee and to pay for attorneys' fees the same "insured contract"; and necessary litigation expenses as (4) The allegations in the "suit" and the Supplementary Payments ends when: information we know about the (1) We have used up the applicable limit "occurrence" are such that no conflict of insurance in the payment of appears to exist between the interests judgments or settlements; or of the insured and the interest of the (2) The conditions set forth above, or the indemnitee; terms of the agreement described in (5) The indemnitee and the insured ask Paragraph (6) above, are no longer met. us to conduct and control the defense B. EXCLUSIONS of that indemnitee against such "suit" 1. Applicable To Business Liability Coverage and agree that we can assign the same counsel to defend the insured This insurance does not apply to: and the indemnitee; and a. Expected Or Intended Injury (6) The indemnitee: (1) "Bodily injury" or "property damage" (a) Agrees in writing to: expected or intended from the (i) Cooperate with us in the standpoint of the insured. This investigation, settlement or exclusion does not apply to "bodily defense of the "suit"; injury" or "property damage" resulting from the use of reasonable force to (ii) Immediately send us copies of protect persons or property; or any demands, notices, summonses or legal papers (2) "Personal and advertising injury" arising received in connection with out an offense committed by, at the the "suit"; direction of or with the consent or acquiescence of the insured with the (iii) Notify any other insurer whose expectation of inflicting "personal and coverage is available to the advertising injury". indemnitee; and b. Contractual Liability (Iv) Cooperate with us with respect to coordinating other (1) "Bodily injury"or"property damage"; or applicable insurance available (2) "Personal and advertising injury" to the indemnitee; and for which the insured is obligated to pay (b) Provides us with written damages by reason of the assumption of authorization to: liability in a contract or agreement. (i) Obtain records and other This exclusion does not apply to liability information related to the for damages because of: "suit"; and (a) "Bodily injury", "property damage" or (ii) Conduct and control the "personal and advertising injury" that defense of the indemnitee in the insured would have in the such "suit". absence of the contract or agreement; or Form SS 00 08 04 05 P 31545915 16-19 Master w/ 16-17 PROF a WC - PP AGG I Margarita Harriman 1 8/29/2016 4:33:02 PM (POT) I Page 7 of 32 /7 BUSINESS LIABILITY COVERAGE FORM (b) "Bodily injury" or "property damage" assumed in a contract or agreement that is an "insured contract", provided the "bodily injury" or "property damage" occurs subsequent to the execution of the contract or agreement. Solely for the purpose of liability assumed in an "insured contract", reasonable attorneys' fees and necessary litigation expenses incurred by or for a party other than an insured are deemed to be damages because of "bodily injury" or "property damage" provided: (i) Liability to such party for, or for the cost of, that party's defense has also been assumed in the same "insured contract", and (ii) Such attorneys' fees and litigation expenses are for defense of that party against a civil or alternative dispute resolution proceeding in which damages to which this insurance applies are alleged. c. Liquor Liability "Bodily injury" or "property damage" for which any insured may be held liable by reason of: (1) Causing or contributing to the intoxication of any person; (2) The furnishing of alcoholic beverages to a person under the legal drinking age or under the influence of alcohol; or (3) Any statute, ordinance or regulation relating to the sale, gift, distribution or use of alcoholic beverages. This exclusion applies only if you are in the business of manufacturing, distributing, selling, serving or furnishing alcoholic beverages. d. Workers' Compensation And Similar Laws Any obligation of the insured under a workers' compensation, disability benefits or unemployment compensation law or any similar law. e. Employer's Liability "Bodily injury" to: (1) An "employee" of the insured arising out of and in the course of: (a) Employment by the insured; or (b) Performing duties related to the conduct of the insured's business, or (2) The spouse, child, parent, brother or sister of that "employee" as a consequence of(1)above. This exclusion applies: (1) Whether the insured may be liable as an employer or in any other capacity; and (2) To any obligation to share damages with or repay someone else who must pay damages because of the injury. This exclusion does not apply to liability assumed by the insured under an "insured contract". f. Pollution (1) "Bodily injury", "property damage" or "personal and advertising injury" arising out of the actual, alleged or threatened discharge, dispersal, seepage, migration, release or escape of "pollutants": (a) At or from any premises, site or location which is or was at any time owned or occupied by, or rented or loaned to any insured. However, this subparagraph does not apply to: (i) "Bodily injury" if sustained within a building and caused by smoke, fumes, vapor or soot produced by or originating from equipment that is used to heat, cool or dehumidify the building, or equipment that is used to heat water for personal use, by the building's occupants or their guests; (ii) "Bodily injury" or "property damage" for which you may be held liable, if you are a contractor and the owner or lessee of such premises, site or location has been added to your policy as an additional insured with respect to your ongoing operations performed for that additional insured at that premises, site or location and such premises, site or location is not and never was owned or occupied by, or rented or loaned to, any insured, other than that additional insured; or Page 4 of 24 31545915 116-1] Maater w/ 16-17 PROF 4 WC - TO ADD I Margarita Harriman 10/29/2016 4:33:02 PM (POT) I Page 8 of 32 Form SS' 0 (iii) "Bodily injury" or "property damage" arising out of heat, smoke or fumes from a "hostile fire"; (b) At or from any premises, site or location which is or was at any time used by or for any insured or others for the handling, storage, disposal, processing or treatment of waste; (c) Which are or were at any time transported, handled, stored, treated, disposed of, or processed as waste by or for: (t) Any insured; or (it) Any person or organization for whom you may be legally responsible; (d) At or from any premises, site or location on which any insured or any contractors or subcontractors working directly or indirectly on any insured's behalf are performing operations if the "pollutants" are brought on or to the premises, site or location in connection with such operations by such insured, contractor or subcontractor. However, this subparagraph does not apply to: (t) "Bodily injury" or "property damage" arising out of the escape of fuels, lubricants or other operating fluids which are needed to perform the normal electrical, hydraulic or mechanical functions necessary for the operation of "mobile equipment" or its parts, if such fuels, lubricants or other operating fluids escape from a vehicle part designed to hold, store or receive them. This exception does not apply if the "bodily injury" or "property damage" arises out of the intentional discharge, dispersal or release of the fuels, lubricants or other operating fluids, or if such fuels, lubricants or other operating fluids are brought on or to the premises, site or location with the intent that they be discharged, dispersed or BUSINESS LIABILITY COVERAGE FORM released as part of the operations being performed by such insured, contractor or subcontractor; (ii) "Bodily injury" or "property damage" sustained within a building and caused by the release of gases, fumes or vapors from materials brought into that building in connection with operations being performed by you or on your behalf by a contractor or subcontractor; or (iii) "Bodily injury" or "property damage" arising out of heat, smoke or fumes from a "hostile fire"; or (e) At or from any premises, site or location on which any insured or any contractors or subcontractors working directly or indirectly on any insured's behalf are performing operations if the operations are to test for, monitor, clean up, remove, contain, treat, detoxify or neutralize, or in any way respond to, or assess the effects of, "pollutants". (2) Any loss, cost or expense arising out of any: (a) Request, demand, order or statutory or regulatory requirement that any insured or others test for, monitor, clean up, remove, contain, treat, detoxify or neutralize, or in any way respond to, or assess the effects of, "pollutants"; or (b) Claim or suit by or on behalf of a governmental authority for damages because of testing for, monitoring, cleaning up, removing, containing, treating, detoxifying or neutralizing, or in any way responding to, or assessing the effects of, "pollutants". However, this paragraph does not apply to liability for damages because of "property damage" that the insured would have in the absence of such request, demand, order or statutory or regulatory requirement, or such claim or "suit" by or on behalf of a governmental authority. Form SS 00 08 04 05 31545915 [ 16-17 Master v:/ 16-17 PROF & WC - PP AGG I Margarita Warriman 18/29/2016 4:33:82 PM (POT) I Page 9 of 32 BUSINESS LIABILITY COVERAGE FORM g. Aircraft, Auto Or Watercraft (2) The use of "mobile equipment" in, or "Bodily injury" or "property damage" arising while in practice or preparation for, a out of the ownership, maintenance, use or prearranged racing, speed or entrustment to others of any aircraft, "auto" demolition contest or in any stunting or watercraft owned or operated by or rented activity. or loaned to any insured. Use includes I. War operation and "loading or unloading". "Bodily y ' inju ry", "property damage" or This exclusion applies even if the claims "personal and advertising injury", however against any insured allege negligence or caused, arising, directly or indirectly, out of: other wrongdoing in the supervision, hiring, (1) War, including undeclared or civil war; employment, training or monitoring of others by that insured, if the "occurrence" which (2) Warlike action by a military force, caused the "bodily injury" or "property including action in hindering or damage" involved the ownership, defending against an actual or maintenance, use or entrustment to others of expected attack, by any government, any aircraft, "auto" or watercraft that is sovereign or other authority using owned or operated by or rented or loaned to military personnel or other agents; or any insured. (3) Insurrection, rebellion, revolution, This exclusion does not apply to: usurped power, or action taken by governmental authority in hindering or (1) A watercraft while ashore on premises defending against any of these. you own or rent; 1• professional Services (2) A watercraft you do not own that is: "Bodily injury", "property damage" or (a) Less than 51 feet long; and "personal and advertising injury" arising (b) Not being used to carry persons out of the rendering of or failure to render for a charge; any professional service. This includes (3) Parking an "auto" on, or on the ways but is not limited to: next to, premises you own or rent, (1) Legal, accounting or advertising provided the "auto" is not owned by or services; rented or loaned to you or the insured; (2) Preparing, approving, or failing to (4) Liability assumed under any "insured prepare or approve maps, shop contract" for the ownership, drawings, opinions, reports, surveys, maintenance or use of aircraft or field orders, change orders, designs or watercraft; drawings and specifications; (5) "Bodily injury" or "property damage" (3) Supervisory, inspection, architectural arising out of the operation of any of or engineering activities; the equipment listed in Paragraph f.(2) (4) Medical, surgical, dental, x-ray or or f.(3) of the definition of "mobile nursing services treatment, advice or equipment"; or instruction; (6) An aircraft that is not owned by any (5) Any health or therapeutic service insured and is hired, chartered or loaned treatment, advice or instruction; with a paid crew. However, this (6) Any service, treatment, advice or exception does not apply if the insured instruction for the purpose of has any other insurance for such "bodily "property appearance or skin enhancement, hair injury" or damage", whether removal or replacement or personal the other insurance is primary, excess, contingent or on any other basis. grooming; h. Mobile Equipment (7) Optical hearing aid services including the prescribing, preparation, th "Bodily injury" or "property damage" fitting, demonstration or distribution of arising out of: ophthalmic lenses and similar (1) The transportation of "mobile equipment" products or hearing aid devices; by an "auto" owned or operated by or rented or loaned to any insured; or Page 6 of 24 Form SS 0loof 31545915 116-1] Maetar m/ 16-1] PROF & NC - PP AGO I Margaritla Aa[timan 10/29/2016 4:33:02 PM (PMT) I Page 10 of 32 (8) Optometry or optometric services including but not limited to examination of the eyes and the prescribing, preparation, fitting,demonstration or distribution of ophthalmic lenses and similar products; (9) Any: (a) Body piercing (not including ear piercing); (b) Tattooing, including but not limited to the insertion of pigments into or under the skin; and (c) Similar services; (10) Services in the practice of pharmacy; and (11) Computer consulting, design or programming services, including web site design. Paragraphs (4) and (5) of this exclusion do not apply to the Incidental Medical Malpractice coverage afforded under Paragraph 1.e. in Section A. - Coverages. k. Damage To Property "Property damage" to: (1) Property you own, rent or occupy, 1. including any costs or expenses incurred by you, or any other person, organization or entity, for repair, M. 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; n. (4) Personal property in the care, custody or control of the insured; (5) That particular part of real property on which you or any contractors or subcontractors working directly or indirectly on 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. BUSINESS LIABILITY COVERAGE FORM Paragraphs (1), (3) and (4) of this exclusion do not apply to "property damage" (other than damage by fire) to premises, including the contents of such 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. - Limits Of Insurance. 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 (3) and (4) of this exclusion do not apply to the use of elevators. Paragraphs (3), (4), (5) and (6) of this exclusion do not apply to liability assumed under a sidetrack agreement. Paragraphs (3) and (4) of this exclusion do not apply to "property damage" to borrowed equipment while not being used to perform operations at a job site. Paragraph (6) of this exclusion does not apply to "property damage" included in the "products -completed operations hazard". Damage To Your Product "Property damage" to "your product" arising out of it or any part of it. Damage To Your Work "Property damage" to "your work" arising out of it or any part of it and included in the "products -completed operations hazard". This exclusion does not apply if the damaged work or the work out of which the damage arises was performed on your behalf by a subcontractor. Damage To Impaired Property Or Property Not Physically Injured "Property damage" to "impaired property" or property that has not been physically injured, arising out of: (1) A defect, deficiency, inadequacy or dangerous condition in "your product" or "your work"; or (2) A delay or failure by you or anyone acting on your behalf to perform a contract or agreement in accordance with its terms. This exclusion does not apply to the loss of use of other property arising out of sudden and accidental physical injury to "your product" or "your work" after it has been put to its intended use. Form SS 00 08 04 05 31545915 116-1] Maatler w/ 16-11 PROF 6 WC - PP AGG I Margarita Harriman 10/29/2016 d:33:02 PM (POT) J Page 11 of 32 BUSINESS LIABILITY COVERAGE FORM o. Recall Of Products, Work Or Impaired Property Damages claimed for any loss, cost or expense incurred by you or others for the loss of use, withdrawal, recall, inspection, repair, replacement, adjustment, removal or disposal of: (1) "Your product"; (2) "Your work"; or (3) "Impaired property"; if such product, work or property is withdrawn or recalled from the market or from use by any person or organization because of a known or suspected defect, deficiency, inadequacy or dangerous condition in it. p. Personal And Advertising Injury "Personal and advertising injury": (1) Arising out of oral, written or electronic publication of material, if done by or at the direction of the insured with knowledge of its falsity; (2) Arising out of oral, written or electronic publication of material whose first publication took place before the beginning of the policy period; (3) Arising out of a criminal act committed by or at the direction of the insured; (4) Arising out of any breach of contract, except an implied contract to use another's "advertising idea" in your "advertisement"; (5) Arising out of the failure of goods, products or services to conform with any statement of quality or performance made in your "advertisement"; (6) Arising out of the wrong description of the price of goods, products or services; (7) Arising out of any violation of any intellectual property rights such as copyright, patent, trademark, trade name, trade secret, service mark or other designation of origin or authenticity. However, this exclusion does not apply to infringement, in your "advertisement". of (a) Copyright; (b) Slogan, unless the slogan is also a trademark, trade name, service mark or other designation of origin or authenticity; or (c) Title of any literary or artistic work; (8) Arising out of an offense committed by an insured whose business is: (a) Advertising, broadcasting, publishing or telecasting; (b) Designing or determining content of web sites for others; or (c) An Internet search, access, content or service provider. However, this exclusion does not apply to Paragraphs a., b. and c. under the definition of "personal and advertising injury" in Section G. — Liability And Medical Expenses Definitions. For the purposes of this exclusion, placing an "advertisement" for or linking to others on your web site, by itself, is not considered the business of advertising, broadcasting, publishing or telecasting; (9) Arising out of an electronic chat room or bulletin board the insured hosts, owns, or over which the insured exercises control; (10) Arising out of the unauthorized use of another's name or product in your e-mail address, domain name or metatags, or any other similar tactics to mislead another's potential customers; (11) Arising out of the violation of a person's right of privacy created by any state or federal act. However, this exclusion does not apply to liability for damages that the insured would have in the absence of such state or federal act; (12) Arising out of: (a) An "advertisement" for others on your web site; (b) Placing a link to a web site of others on your web site; (c) Content from a web site of others displayed within a frame or border on your web site. Content includes information, code, sounds, text, graphics or images; or (d) Computer code, software or programming used to enable: (1) Your web site; or (ii) The presentation or functionality of an "advertisement" or other content on your web site; Page 8 of 24 31546915 116-1] M.t[ l o,/ 16-19 PROF & TIC - PP AGG I Maegatita Harriman 1 8/29/2016 4:33:02 PM (PDT) I Page 12 0£ 32 Form SS 77117 (13) Arising out of a violation of any anti- trust law; (14) Arising out of the fluctuation in price or value of any stocks, bonds or other securities; or (15) Arising out of discrimination or humiliation committed by or at the direction of any "executive officer", director, stockholder, partner or member of the insured. q. Electronic Data Damages arising out of the loss of, loss of use of, damage to, corruption of, inability to access, or inability to manipulate "electronic data". r. Employment -Related Practices "Bodily injury" or "personal and advertising injury" to: (1) A person arising out of any: (a) Refusal to employ that person; (b) Termination of that person's employment; or (c) Employment-related practices, policies, acts or omissions, such as coercion, demotion, evaluation, reassignment, discipline, defamation, harassment, humiliation or discrimination directed at that person; or (2) The spouse, child, parent, brother or sister of that person as a consequence of "bodily injury" or "personal and advertising injury" to the person at whom any of the employment-related practices described in Paragraphs (a), (b), or (c) above is directed. This exclusion applies: (1) Whether the insured may be liable as an employer or in any other capacity; and (2) To any obligation to share damages with or repay someone else who must pay damages because of the injury. s. Asbestos (1) "Bodily injury", "property damage" or "personal and advertising injury" arising out of the "asbestos hazard" (2) Any damages, judgments, settlements, loss, costs or expenses that: BUSINESS LIABILITY COVERAGE FORM (a) May be awarded or incurred by reason of any claim or suit alleging actual or threatened injury or damage of any nature or kind to persons or property which would not have occurred in whole or in part but for the "asbestos hazard"; (b) Arise out of any request, demand, order or statutory or regulatory requirement that any insured or others test for, monitor, clean up, remove, encapsulate, contain, treat, detoxify or neutralize or in any way respond to or assess the effects of an "asbestos hazard": or (c) Arise out of any claim or suit for damages because of testing for, monitoring, cleaning up, removing, encapsulating, containing, treating, detoxifying or neutralizing or in any way responding to or assessing the effects of an "asbestos hazard". t. Violation Of Statutes That Govern E - Mails, Fax, Phone Calls Or Other Methods Of Sending Material Or Information "Bodily injury", "property damage", or "personal and advertising injury" arising directly or indirectly out of any action or omission that violates or is alleged to violate: (1) The Telephone Consumer Protection Act (TCPA), including any amendment of or addition to such law; (2) The CAN -SPAM Act of 2003, including any amendment of or addition to such law: or (3) Any statute, ordinance or regulation, other than the TCPA or CAN -SPAM Act of 2003, that prohibits or limits the sending, transmitting, communicating or distribution of material or information. Damage To Premises Rented To You — Exception For Damage By Fire, Lightning or Explosion Exclusions c, through h, and k. through o. do not apply to damage by fire, lightning or explosion to premises rented to you or temporarily occupied by you with permission of the owner. A separate Limit of Insurance applies to this coverage as described in Section D. - Liability And Medical Expenses Limits Of Insurance. Form SS 00 08 04 05 31545915 116-17 Maeter v:/ 16-17 PROF & WC - PP AGO I Margarita Harriman 18/29/2016 4:33:02 PM (PDT) I Page 13 of 32 PagQ fil,4 I a1bY l I f*911 FAIR Y r cK.1krj 4 :7_[H =111*41UNJ 2. Applicable To Medical Expenses Coverage e. A trust, you are an insured. Your trustees We will not pay expenses for "bodily injury": are also insureds, but only with respect to a. Any Insured their duties as trustees. To any insured, except "volunteer workers". 2. Each of the following is also an insured: b. Hired Person a. Employees And Volunteer Workers To a person hired to do work for or on behalf Your "volunteer workers" only while of any insured or a tenant of any insured. performing duties related to the conduct of c. Injury On Normally Occupied Premises your business, or your "employees", other "executive than either your officers" (if you To a person injured on that part of are an organization other than a premises you own or rent that the person partnership, joint venture or limited liability normally occupies. company) or your managers (if you are a d. Workers' Compensation And Similar limited liability company), but only for acts Laws within the scope of their employment by To a person, whether or not an you or while performing duties related to "employee" of any insured, if benefits for the conduct of your business. the "bodily injury" are payable or must be However, none of these "employees" or provided under a workers' compensation "volunteer workers" are insureds for: or disability benefits law or a similar law. (1) "Bodily injury" or "personal and e. Athletics Activities advertising injury": To a person injured while practicing, (a) To you, to your partners or instructing or participating in any physical members (if you are a partnership exercises or games, sports or athletic or joint venture), to your members contests. (if you are a limited liability f. Products -Completed Operations Hazard company), or to a co -"employee" while in the course of his or her Included with the "products -completed employment or performing duties operations hazard". related to the conduct of your g. Business Liability Exclusions business, or to your other Excluded under Business Liability Coverage. "volunteer workers" while performing duties related to the C. WHO IS AN INSURED conduct of your business; 1. If you are designated in the Declarations as: (b) To the spouse, child, parent, a. An individual, you and your spouse are brother or sister of that co - insureds, but only with respect to the "employee" or that "volunteer conduct of a business of which you are the worker" as a consequence of sole owner. Paragraph (1)(a) above; b. A partnership or joint venture, you are an (c) For which there is any obligation insured. Your members, your partners, and to share damages with or repay their spouses are also insureds, but only with someone else who must pay respect to the conduct of your business. damages because of the injury c. A limited liability company, you are an described in Paragraphs (1)(a) or insured. Your members are also insureds, (b) above; or but only with respect to the conduct of your (d) Arising out of his or her providing business. Your managers are insureds, but or failing to provide professional only with respect to their duties as your health care services. managers. If you are not in the business of d. An organization other than a partnership, providing professional health care joint venture or limited liability company, you services, Paragraph (d) does not apply are an insured. Your "executive officers" and to any nurse, emergency medical directors are insureds, but only with respect technician or paramedic employed by to their duties as your officers or directors. you to provide such services. Your stockholders are also insureds, but only (2) "Property damage" to property: with respect to their liability as stockholders. (a) Owned, occupied or used by, Page 10 of 24 31545915 115-1] Mae[er W/ 16-19 PROF 6 WC - PP AGG I MargariCa Harriman 10/29/2016 rt:33;02 oM (PGT) J Page i9 of 32 Form SS 00 pv_ f (b) Rented to, in the care, custody or control of, or over which physical control is being exercised for any purpose by you, any of your "employees", "volunteer workers", any partner or member (if you are a partnership or joint venture), or any member (if you are a limited liability company). b. Real Estate Manager Any person (other than your "employee" or "volunteer worker"), or any organization while acting as your real estate manager. c. Temporary Custodians Of Your Property Any person or organization having proper temporary custody of your property if you die, but only: (1) With respect to liability arising out of the maintenance or use of that property; and (2) Until your legal representative has been appointed. d. Legal Representative If You Die Your legal representative if you die, but only with respect to duties as such. That representative will have all your rights and duties under this insurance. e. Unnamed Subsidiary Any subsidiary and subsidiary thereof, of yours which is a legally incorporated entity of which you own a financial interest of more than 50% of the voting stock on the effective date of this Coverage Part. The insurance afforded herein for any subsidiary not shown in the Declarations as a named insured does not apply to injury or damage with respect to which an insured under this insurance is also an insured under another policy or would be an insured under such policy but for its termination or upon the exhaustion of its limits of insurance. 3. Newly Acquired Or Formed Organization Any organization you newly acquire or form, other than a partnership, joint venture or limited liability company, and over which you maintain financial interest of more than 50% of the voting stock, will qualify as a Named Insured if there is no other similar insurance available to that organization. However: a. Coverage under this provision is afforded only until the 180th day after you acquire or form the organization or the end of the policy period, whichever is earlier; and BUSINESS LIABILITY COVERAGE FORM b. Coverage under this provision does not apply to: (1) "Bodily injury" or "property damage" that occurred; or (2) "Personal and advertising injury" arising out of an offense committed before you acquired or formed the organization. 4. Operator Of Mobile Equipment With respect to "mobile equipment" registered in your name under any motor vehicle registration law, any person is an insured while driving such equipment along a public highway with your permission. Any other person or organization responsible for the conduct of such person is also an insured, but only with respect to liability arising out of the operation of the equipment, and only if no other insurance of any kind is available to that person or organization for this liability. However, no person or organization is an insured with respect to: a. "Bodily injury" to a co -"employee" of the person driving the equipment; or b. "Property damage" to property owned by, rented to, in the charge of or occupied by you or the employer of any person who is an insured under this provision. 5. Operator of Nonowned Watercraft With respect to watercraft you do not own that is less than 51 feet long and is not being used to carry persons for a charge, any person is an insured while operating such watercraft with your permission. Any other person or organization responsible for the conduct of such person is also an insured, but only with respect to liability arising out of the operation of the watercraft, and only if no other insurance of any kind is available to that person or organization for this liability. However, no person or organization is an insured with respect to: a. "Bodily injury" to a co -"employee" of the person operating the watercraft; or b. "Property damage" to property owned by, rented to, in the charge of or occupied by you or the employer of any person who is an insured under this provision. 6. Additional Insureds When Required By Written Contract, Written Agreement Or Permit The person(s) or organization(s) identified in Paragraphs a. through f. below are additional insureds when you have aqreed, in a written Form SS 00 08 04 05 31505915 116-17 Maa[er w/ 16-17 PROF & WC - PP AGG I Margaai[a Harriman 19/29/2016 4:33:02 PM (PDT) I Page 15 of 32 Page 1 110 BUSINESS LIABILITY COVERAGE FORM contract, written agreement or because of a permit issued by a state or political subdivision, that such person or organization be added as an additional insured on your policy, provided the injury or damage occurs subsequent to the execution of the contract or agreement, or the issuance of the permit. A person or organization is an additional insured under this provision only for that period of time required by the contract, agreement or permit. However, no such person or organization is an additional insured under this provision if such person or organization is included as an additional insured by an endorsement issued by us and made a part of this Coverage Part, including all persons or organizations added as additional insureds under the specific additional insured coverage grants in Section F. — Optional Additional Insured Coverages. a. Vendors Any person(s) or organization(s) (referred to below as vendor), 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 and only if this Coverage Part provides coverage for "bodily injury" or "property damage" included within the "products -completed operations hazard". (1) The insurance afforded to the vendor is subject to the following additional exclusions: This insurance does not apply to: (a) "Bodily injury" or "property damage" for which the vendor is obligated to pay damages by reason of the assumption of liability in a contract or agreement. This exclusion does not apply to liability for damages that the vendor would have in the absence of the contract or agreement; (b) Any express warranty unauthorized by you; (c) Any physical or chemical change in the product made intentionally by the vendor; (d) Repackaging, except when unpacked solely for the purpose of inspection, demonstration, testing, or the substitution of parts under instructions from the manufacturer, and then repackaged in the original container; (e) Any failure to make such inspections, adjustments, tests or servicing as the vendor has agreed to make or normally undertakes to make in the usual course of business, in connection with the distribution or sale of the products; (f) Demonstration, installation, servicing or repair operations, except such operations performed at the vendor's premises in connection with the sale of the product; (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: (i) The exceptions contained in Subparagraphs (d) or (f); or (ii) 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. b. Lessors Of Equipment (1) Any person or organization from whom you lease equipment; but only with respect to their liability for "bodily injury", "property damage" or "personal and advertising injury" caused, in whole or in part, by your maintenance, operation or use of equipment leased to you by such person or organization. Page 12 of 24 31545915 115-17 Mee[er w/ 16-17 PROF S WC - PP AGG I Margaxi[a Haxfimao 18/29/2016 4:33:02 PM (PDT) I Page 19 of 32 Form SS 00 O" (... 4p�m / (2) With respect to the insurance afforded to these additional insureds, this insurance does not apply to any "occurrence" which takes place after you cease to lease that equipment. c. Lessors Of Land Or Premises (1) Any person or organization from whom you lease land or premises, but only with respect to Liability arising out of the ownership, maintenance or use of that part of the land or premises leased to you. (2) With respect to the insurance afforded to these additional insureds, this insurance does not apply to: (a) Any 'occurrence" which takes place after you cease to lease that land or be a tenant in that premises; or (b) Structural alterations, new construction or demolition operations performed by or on behalf of such person or organization. d. Architects, Engineers Or Surveyors (1) Any architect, engineer, or surveyor, but only with respect to liability for "bodily injury", "property damage" or "personal and advertising injury" caused, in whole or in part, by your acts or omissions or the acts or omissions of those acting on your behalf: (a) In connection with your premises; or (b) In the performance of your ongoing operations performed by you or on your behalf. (2) With respect to the insurance afforded to these additional insureds, the following additional exclusion applies: This insurance does not apply to "bodily injury", "property damage" or "personal and advertising injury" arising out of the rendering of or the failure to render any professional services by or for you, including: (a) The preparing, approving, or failure to prepare or approve, maps, shop drawings, opinions, reports, surveys, field orders, change orders, designs or drawings and specifications; or (b) Supervisory, inspection, architectural or engineering activities. BUSINESS LIABILITY COVERAGE FORM e. Permits Issued By State Or Political Subdivisions (1) Any state or political subdivision, but only with respect to operations performed by you or on your behalf for which the state or political subdivision has issued a permit. (2) With respect to the insurance afforded to these additional insureds, this insurance does not apply to: (a) 'Bodily injury", "property damage" or "personal and advertising injury" arising out of operations performed for the state or municipality; or (b) 'Bodily injury" or "property damage" included within the "products - completed operations hazard". f. Any Other Party (1) Any other person or organization who is not an insured under Paragraphs a. through e. above, but only with respect to liability for "bodily injury", "property damage" or "personal and advertising injury" caused, in whole or in part, by your acts or omissions or the acts or omissions of those acting on your behalf: (2) (a) In the performance of your ongoing operations; (b) In connection with your premises owned by or rented to you; or (c) In connection with "your work" and included within the "products - completed operations hazard", but only if (i) The written contract or written agreement requires you to provide such coverage to such additional insured; and (ii) This Coverage Part provides coverage for "bodily injury" or "property damage" included within the "products - completed operations hazard". With respect to the insurance afforded to these additional insureds, this insurance does not apply to: "Bodily injury", "property damage" or "personal and advertising injury" arising out of the rendering of, or the failure to render, any professional architectural, engineering or surveying services, including: Page 13 fyq,e Form SS 00 08 04 05 31545915 116-17 Maa[ex w/ 16-17 PROF & WC - PP AGG I M .... ei Ca Haxxlmart 8/29/2016 4:33;02 PM (POT) I Page 17 Of 32 BUSINESS LIABILITY COVERAGE FORM (a) The preparing, approving, or failure to prepare or approve, maps, shop drawings, opinions, reports, surveys, field orders, change orders, designs or drawings and specifications; or (b) Supervisory, inspection, architectural or engineering activities. The limits of insurance that apply to additional insureds are described in Section D. — Limits Oflnsurance. How this insurance applies when other insurance is available to an additional insured is described in the Other Insurance Condition in Section E. — Liability And Medical Expenses General Conditions. No person or organization is an insured with respect to the conduct of any current or past partnership, joint venture or limited liability company that is not shown as a Named Insured in the Declarations. D. LIABILITY AND MEDICAL EXPENSES LIMITS OF INSURANCE 1. The Most We Will Pay The Limits of Insurance shown in the Declarations and the rules below fix the most we will pay regardless of the number of: a. Insureds; b. Claims made or "suits" brought; or c. Persons or organizations making claims or bringing "suits". 2. Aggregate Limits The most we will pay for: a. Damages because of "bodily injury" and "property damage" included in the "products -completed operations hazard" is the Products -Completed Operations Aggregate Limit shown in the Declarations. b. Damages because of all other "bodily injury", "property damage" or "personal and advertising injury", including medical expenses, is the General Aggregate Limit shown in the Declarations. This General Aggregate Limit applies separately to each of your "locations" owned by or rented to you. "Location" means premises involving the same or connecting lots, or premises whose connection is interrupted only by a street, roadway or right-of-way of a railroad. This General Aggregate limit does not apply to "property damage" to premises while rented to you or temporarily occupied by you with permission of the owner, arising out of fire, lightning or explosion. 3. Each Occurrence Limit Subject to 2.a. or 2.b above, whichever applies, the most we will pay for the sum of all damages because of all "bodily injury", "property damage" and medical expenses arising out of any one "occurrence" is the Liability and Medical Expenses Limit shown in the Declarations. The most we will pay for all medical expenses because of "bodily injury" sustained by any one person is the Medical Expenses Limit shown in the Declarations. 4. Personal And Advertising Injury Limit Subject to 2.b, above, the most we will pay for the sum of all damages because of all "personal and advertising injury" sustained by any one person or organization is the Personal and Advertising Injury Limit shown in the Declarations. 5. Damage To Premises Rented To You Limit The Damage To Premises Rented To You Limit is the most we will pay under Business Liability Coverage for damages because of "property damage" to any one premises, while rented to you, or in the case of damage by fire, lightning or explosion, while rented to you or temporarily occupied by you with permission of the owner. In the case of damage by fire, lightning or explosion, the Damage to Premises Rented To You Limit applies to all damage proximately caused by the same event, whether such damage results from fire, lightning or explosion or any combination of these. 6. How Limits Apply To Additional Insureds The most we will pay on behalf of a person or organization who is an additional insured under this Coverage Part is the lesser of: a. The limits of insurance specified in a written contract, written agreement or permit issued by a state or political subdivision; or b. The Limits of Insurance shown in the Declarations. Such amount shall be a part of and not in addition to the Limits of Insurance shown in the Declarations and described in this Section. Page 14 of 24 31595915 116-11 Ma.1— w/ 16-17 PROF E WC - PP AG I Maegasi[a Ha11imaa 18/29/2016 0:3302 PM (POT) I Page 18 of 32 Form SS 00 OS-0gG4 0, BUSINESS LIABILITY COVERAGE FORM If more than one limit of insurance under this (1) Immediately send us copies of any policy and any endorsements attached thereto demands, notices, summonses or applies to any claim or "suit", the most we will pay legal papers received in connection under this policy and the endorsements is the with the claim or "suit"; single highest limit of liability of all coverages (2) Authorize us to obtain records and applicable to such claim or "suit". However, this other information; paragraph does not apply to the Medical Expenses limit set forth in Paragraph 3, above. (3) Cooperate with us in the investigation, seftlement of the claim or defense The Limits of Insurance of this Coverage Part apply against the "suit"; and separately to each consecutive annual period and to (4) Assist us, upon our request, in the any remaining period of less than 12 months, starting enforcement of any right against any with the beginning of the policy period shown in the person or organization that may be Declarations, unless the policy period is extended liable to the insured because of injury after issuance for an additional period of less than 12 or damage to which this insurance months. In that case, the additional period will be may also apply. deemed part of the last preceding period for purposes of determining the Limits of Insurance. d. Obligations At The Insured's Own Cost E. LIABILITY AND MEDICAL EXPENSES No insured will, except at that insured's own GENERAL CONDITIONS cost, voluntarily make a payment, assume any obligation, or incur any expense, other 1. Bankruptcy than for first aid, without our consent. Bankruptcy or insolvency of the insured or of e. Additional Insured's Other Insurance the insured's estate will not relieve us of our If we cover a claim or "suit" under this obligations under this Coverage Part. Coverage Part that may also be covered 2. Duties In The Event Of Occurrence, by other insurance available to an Offense, Claim Or Suit additional insured, such additional insured a. Notice Of Occurrence Or Offense must submit such claim or "suit" to the You or any additional insured must see to other insurer for defense and indemnity. it that we are notified as soon as However, this provision does not apply to practicable of an "occurrence" or an the extent that you have agreed in a offense which may result in a claim. To written contract, written agreement or the extent possible, notice should include: permit that this insurance is primary and non-contributory with the additional (1) How, when and where the "occurrence" insured's own insurance. or offense took place; f. Knowledge Of An Occurrence, Offense, (2) The names and addresses of any Claim Or Suit injured persons and witnesses; and Paragraphs a. and b. apply to you or to (3) The nature and location of any injury any additional insured only when such or damage arising out of the "occurrence", offense, claim or "suit" is "occurrence" or offense. known to: b. Notice Of Claim (1) You or any additional insured that is If a claim is made or "suit" is brought an individual; against any insured, you or any additional (2) Any partner, if you or an additional insured must: insured is a partnership; (1) Immediately record the specifics of the (3) Any manager, if you or an additional claim or "suit" and the date received; insured is a limited liability company; and (4) Any "executive officer" or insurance (2) Notify us as soon as practicable. manager, if you or an additional You or any additional insured must see to insured is a corporation; it that we receive a written notice of the (5) Any trustee, if you or an additional claim or "suit" as soon as practicable. insured is a trust; or c. Assistance And Cooperation Of The (6) Any elected or appointed official, if you Insured or an additional insured is a political You and any other involved insured must: subdivision or public entity. Form SS 00 08 04 05 Page T 31545915 16-17 Master w/ 16-19 PROP F WC - PP AGG Margarita Hassi.,ren 0/29/2016 4:33:02 PM (PO'1'� Page 19 of 32 BUSINESS LIABILITY COVERAGE FORM This Paragraph f, applies separately to you and any additional insured. 3. Financial Responsibility Laws a. When this policy is certified as proof of financial responsibility for the future under the provisions of any motor vehicle financial responsibility law, the insurance provided by the policy for "bodily injury" liability and "property damage" liability will comply with the provisions of the law to the extent of the coverage and limits of insurance required by that law. b. With respect to "mobile equipment" to which this insurance applies, we will provide any liability, uninsured motorists, underinsured motorists, no-fault or other coverage required by any motor vehicle law. We will provide the required limits for those coverages. 4. Legal Action Against Us No person or organization has a right under this Coverage Form: a. To join us as a party or otherwise bring us into a "suit" asking for damages from an insured; or b. To sue us on this Coverage Form unless all of its terms have been fully complied with. A person or organization may sue us to recover on an agreed settlement or on a final judgment against an insured; but we will not be liable for damages that are not payable under the terms of this insurance or that are in excess of the applicable limit of insurance. An agreed settlement means a settlement and release of liability signed by us, the insured and the claimant or the claimant's legal representative. 5. Separation Of Insureds Except with respect to the Limits of Insurance, and any rights or duties specifically assigned in this policy to the first Named Insured, this insurance applies: a. As if each Named Insured were the only Named Insured; and b. Separately to each insured against whom a claim is made or "suit" is brought. 6. Representations a. When You Accept This Policy By accepting this policy, you agree: (1) The statements in the Declarations are accurate and complete; (2) Those statements are based upon representations you made to us; and (3) We have issued this policy in reliance upon your representations. b. Unintentional Failure To Disclose Hazards If unintentionally you should fail to disclose all hazards relating to the conduct of your business at the inception date of this Coverage Part, we shall not deny any coverage under this Coverage Part because of such failure. 7. Otherinsurance If other valid and collectible insurance is available for a loss we cover under this Coverage Part, our obligations are limited as follows: a. Primary Insurance This insurance is primary except when b. below applies. If other insurance is also primary, we will share with all that other insurance by the method described in c. below. b. Excess Insurance This insurance is excess over any of the other insurance, whether primary, excess, contingent or on any other basis: (1) Your Work That is Fire, Extended Coverage, Builder's Risk, Installation Risk or similar coverage for "your work"; (2) Premises Rented To You That is fire, lightning or explosion insurance for premises rented to you or temporarily occupied by you with permission of the owner; (3) Tenant Liability That is insurance purchased by you to cover your liability as a tenant for "property damage" to premises rented to you or temporarily occupied by you with permission of the owner; (4) Aircraft, Auto Or Watercraft If the loss arises out of the maintenance or use of aircraft, "autos" or watercraft to the extent not subject to Exclusion g. of Section A. — Coverages. (5) Property Damage To Borrowed Equipment Or Use Of Elevators If the loss arises out of "property damage" to borrowed equipment or the use of elevators to the extent not subject to Exclusion k. of Section A. — Coverages. Form SS 00 08 Page 16 of 24 31545915 116-17 Master v/ 16-17 PROF & WC - PP AGG I Maegazita Hanxil.n 18/29/2016 4:33:02 PM (POT) I Page 20 of 32 BUSINESS LIABILITY COVERAGE FORM (6) When You Are Added As An When this insurance is excess over other Additional Insured To Other insurance, we will pay only our share of Insurance the amount of the loss, if any, that That is other insurance available to exceeds the sum of: you covering liability for damages (1) The total amount that all such other arising out of the premises or insurance would pay for the loss in the operations, or products and completed absence of this insurance; and operations, for which you have been (2) The total of all deductible and self - added as an additional insured by that insured amounts under all that other insurance; or insurance. (7) When You Add Others As An We will share the remaining loss, if any, with Additional Insured To This any other insurance that is not described in Insurance this Excess Insurance provision and was not That is other insurance available to an bought specifically to apply in excess of the additional insured. Limits of Insurance shown in the However, the following provisions Declarations of this Coverage Part. apply to other insurance available to c. Method Of Sharing any person or organization who is an If all the other insurance permits additional insured under this Coverage contribution by equal shares, we will follow Part: this method also. Under this approach, (a) Primary Insurance When each insurer contributes equal amounts Required By Contract until it has paid its applicable limit of This insurance is primary if you insurance or none of the loss remains, have agreed in a written contract, whichever comes first. written agreement or permit that If any of the other insurance does not permit this insurance be primary. If other contribution by equal shares, we will insurance is also primary, we will contribute by limits. Under this method, each share with all that other insurance insurer's share is based on the ratio of its by the method described in c. applicable limit of insurance to the total below. applicable limits of insurance of all insurers. (b) Primary And Non -Contributory 8. Transfer Of Rights Of Recovery Against To Other Insurance When Others To Us Required By Contract a. Transfer Of Rights Of Recovery If you have agreed in a written If the insured has rights to recover all or contract, written agreement or part of any payment, including permit that this insurance is Supplementary Payments, we have made primary and non-contributory with under this Coverage Part, those rights are the additional insured's own transferred to us. The insured must do insurance, this insurance is nothing after loss to impair them. At our primary and we will not seek request, the insured will bring "suit" or contribution from that other transfer those rights to us and help us insurance. enforce them. This condition does not Paragraphs (a) and (b) do not apply to apply to Medical Expenses Coverage. other insurance to which the additional b. Waiver Of Rights Of Recovery (Waiver insured has been added as an Of Subrogation) additional insured. If the insured has waived any rights of When this insurance is excess, we will recovery against any person or have no duty under this Coverage Part to organization for all or part of any payment, defend the insured against any "suit" if any including Supplementary Payments, we other insurer has a duty to defend the have made under this Coverage Part, we insured against that "suit". If no other also waive that right, provided the insured insurer defends, we will undertake to do waived their rights of recovery against so, but we will be entitled to the insured's such person or organization in a contract, rights against all those other insurers. agreement or permit that was executed prior to the injury or damage. Form SS 00 0804 Page 1y�& 41d 31595915 � 16-10 Maa[er v,/ 166 -1] PROF & WC - PP AGG I Margarita Harriaun 1 8/29/2016 9:33:02 PM SHOT) I Page 21 of 32 /'' BUSINESS LIABILITY COVERAGE FORM F. OPTIONAL ADDITIONAL INSURED 3. Additional Insured - Grantor Of Franchise COVERAGES WHO IS AN INSURED under Section C. is If listed or shown as applicable in the Declarations, amended to include as an additional insured one or more of the following Optional Additional the person(s) or organization(s) shown in the Insured Coverages also apply. When any of these Declarations as an Additional Insured - Optional Additional Insured Coverages apply, Grantor Of Franchise, but only with respect to Paragraph 6. (Additional Insureds When Required their liability as grantor of franchise to you. by Written Contract, Written Agreement or Permit) 4. Additional Insured - Lessor Of Leased of Section C., Who Is An Insured, does not apply Equipment to the person or organization shown in the a. WHO IS AN INSURED under Section C. is Declarations. These coverages are subject to the amended to include as an additional terms and conditions applicable to Business insured the person(s) or organization(s) Liability Coverage in this policy, except as shown in the Declarations as an Additional provided below: Insured — Lessor of Leased Equipment, 1. Additional Insured - Designated Person Or but only with respect to liability for "bodily Organization injury", "property damage" or "personal WHO IS AN INSURED under Section C. is and advertising injury" caused, in whole or amended to include as an additional insured in part, by your maintenance, operation or the person(s) or organization(s) shown in the use of equipment leased to you by such Declarations, but only with respect to liability person(s) or organization(s). for "bodily injury", "property damage" or b. With respect to the insurance afforded to "personal and advertising injury" caused, in these additional insureds, this insurance whole or in part, by your acts or omissions or does not apply to any 'occurrence" which the acts or omissions of those acting on your takes place after you cease to lease that behalf: equipment. a. In the performance of your ongoing 5. Additional Insured - Owners Or Other operations; or Interests From Whom Land Has Been b. In connection with your premises owned Leased by or rented to you. a. WHO IS AN INSURED under Section C. is 2. Additional Insured - Managers Or Lessors amended to include as an additional Of Premises insured the person(s) or organization(s) shown in the Declarations as an Additional a. WHO IS AN INSURED under Section C. is Insured — Owners Or Other Interests From amended to include as an additional insured Whom Land Has Been Leased, but only the person(s) or organization(s) shown in the with respect to liability arising out of the Declarations as an Additional Insured - ownership, maintenance or use of that part Designated Person Or Organization; but only of the land leased to you and shown in the with respect to liability arising out of the Declarations. ownership, maintenance or use of that part of the premises leased to you and shown in the b . With respect to the insurance afforded to Declarations. these additional insureds, the following additional exclusions apply: b. With respect to the insurance afforded to these additional insureds, the following This insurance does not apply to: additional exclusions apply: (1) Any 'occurrence" that takes place This insurance does not apply to: after you cease to lease that land; or (1) Any 'occurrence" which takes place (2) Structural alterations, new after you cease to be a tenant in that construction or demolition operations performed by or on behalf of such premises; or person or organization. (2) Structural alterations, new construction or demolition operations 6. Additional Insured - State Or Political performed by or on behalf of such Subdivision—Permits person or organization. a. WHO IS AN INSURED under Section C. is amended to include as an additional insured the state or political subdivision shown in the Declarations as an Additional Page 18 of 24 Form SSQfi 0$0/ 31545915 16-17 Master w/ 16-17 PROF & WC - PP AGG Margarita Hareiman 9/29/2016 4:33:02 OM (POT) I Paye 22 of 32 /! /'V Insured — State Or Political Subdivision - Permits, but only with respect to operations performed by you or on your behalf for which the state or political subdivision has issued a permit. b. With respect to the insurance afforded to these additional insureds, the following additional exclusions apply: This insurance does not apply to: (1) "Bodily injury", "property damage" or "personal and advertising injury" arising out of operations performed for the state or municipality; or (2) "Bodily injury" or "property damage" included in the "product -completed operations" hazard. 7. Additional Insured — Vendors a. WHO IS AN INSURED under Section C. is amended to include as an additional insured the person(s) or organization(s) (referred to below as vendor) shown in the Declarations as an Additional Insured - Vendor, 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 and only if this Coverage Part provides coverage for "bodily injury" or "property damage" included within the "products -completed operations hazard". b. The insurance afforded to the vendor is subject to the following additional exclusions: (1) This insurance 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, unless 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; BUSINESS LIABILITY COVERAGE FORM (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: (i) The exceptions contained in Subparagraphs (d) or (1); or (ti) 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. 8. Additional Insured— Controlling Interest WHO IS AN INSURED under Section C. is amended to include as an additional insured the person(s) or organization(s) shown in the Declarations as an Additional Insured — Controlling Interest, but only with respect to their liability arising out of: a. Their financial control of you; or b. Premises they own, maintain or control while you lease or occupy these premises. Form SS 00 08 04 05 31P15915 116-1] Master w/ 16-17 PFO? & %C - YP AGO I Margarita Harriman 10/29/2016 4:33:02 PM (PDT) I Page 23 of 32 Page BUSINESS LIABILITY COVERAGE FORM This insurance does not apply to structural alterations, new construction and demolition operations performed by or for that person or organization. 9. Additional Insured — Owners, Lessees Or Contractors — Scheduled Person Or Organization a. WHO IS AN INSURED under Section C. is amended to include as an additional insured the person(s) or organization(s) shown in the Declarations as an Additional Insured — Owner, Lessees Or Contractors, but only with respect to liability for "bodily injury", "property damage" or "personal and advertising injury" caused, in whole or in part, by your acts or omissions or the acts or omissions of those acting on your behalf: (1) In the performance of your ongoing operations for the additional insured(s); or (2) In connection with "your work" performed for that additional insured and included within the "products - completed operations hazard", but only if this Coverage Part provides coverage for "bodily injury" or "property damage" included within the "products -completed operations hazard". b. With respect to the insurance afforded to these additional insureds, this insurance does not apply to 'bodily injury", 'property damage" or 'personal an advertising injury" arising out of the rendering of, or the failure to render, any professional architectural, engineering or surveying services, including: (1) The preparing, approving, or failure to prepare or approve, maps, shop drawings, opinions, reports, surveys, field orders, change orders, designs or drawings and specifications; or (2) Supervisory, inspection, architectural or engineering activities. 10. Additional Insured — Co -Owner Of Insured Premises WHO IS AN INSURED under Section C. is amended to include as an additional insured the person(s) or Organization(s) shown in the Declarations as an Additional Insured — Co - Owner Of Insured Premises, but only with respect to their liability as co-owner of the premises shown in the Declarations. The limits of insurance that apply to additional insureds are described in Section D. — Limits Of Insurance. How this insurance applies when other insurance is available to an additional insured is described in the Other Insurance Condition in Section E. — Liability And Medical Expenses General Conditions. G. LIABILITY AND MEDICAL EXPENSES DEFINITIONS 1. "Advertisement' means the widespread public dissemination of information or images that has the purpose of inducing the sale of goods, products or services through: a. (1) Radio; (2) Television; (3) Billboard; (4) Magazine; (5) Newspaper; I The Internet, but only that part of a web site that is about goods, products or services for the purposes of inducing the sale of goods, products or services; or c. Any other publication that is given widespread public distribution. However, "advertisement' does not include: a. The design, printed material, information or images contained in, on or upon the packaging or labeling of any goods or products; or I An interactive conversation between or among persons through a computer network. 2. "Advertising idea" means any idea for an "advertisement". 3. "Asbestos hazard" means an exposure or threat of exposure to the actual or alleged properties of asbestos and includes the mere presence of asbestos in any form. 4. "Auto' means a land motor vehicle, trailer or semi -trailer designed for travel on public roads, including any attached machinery or equipment. But "auto' does not include "mobile equipment". 5. 'Bodily injury" means physical: a. Injury; I Sickness; or c. Disease sustained by a person and, if arising out of the above, mental anguish or death at any time. 6. "Coverage territory" means: Page 20 of 24 Form S 31545915 116-17 Maeter w/ 16-17 PROF & WC - PP AGG I Margarita Harriman 19/29/2016 4:33:02 PM (PDT) I Page 24 of 32 a. The United States of America (including its territories and possessions), Puerto Rico and Canada; b. International waters or airspace, but only if the injury or damage occurs in the course of travel or transportation between any places included in a. above; c. All other parts of the world if the injury or damage arises out of: (1) Goods or products made or sold by you in the territory described in a. above; (2) The activities of a person whose home is in the territory described in a, above, but is away for a short time on your business; or (3) "Personal and advertising injury" offenses that take place through the Internet or similar electronic means of communication provided the insured's responsibility to pay damages is determined in the United States of America (including its territories and possessions), Puerto Rico or Canada, in a "suit" on the merits according to the substantive law in such territory, or in a settlement we agree to. 7. "Electronic data" means information, facts or programs: a. Stored as or on; b. Created or used on; or c. Transmitted to or from computer software, including systems and applications software, hard or Floppy disks, CD-ROMS, tapes, drives, cells, data processing devices or any other media which are used with electronically controlled equipment. 8. "Employee" includes a "leased worker". "Employee" does not include a "temporary worker". 9. "Executive officer" means a person holding any of the officer positions created by your charter, constitution, by-laws or any other similar governing document. 10. "Hostile fire" means one which becomes uncontrollable or breaks out from where it was intended to be. 11. "Impaired property" means tangible property, other than "your product" or "your work", that cannot be used or is less useful because: a. It incorporates "your product" or "your work" that is known or thought to be defective, deficient, inadequate or dangerous; or BUSINESS LIABILITY COVERAGE FORM b. You have failed to fulfill the terms of a contract or agreement; if such property can be restored to use by: a. The repair, replacement, adjustment or removal of "your product" or "your work"; or b. Your fulfilling the terms of the contract or agreement. 12. "Insured contract" means: a. A contract for a lease of premises. However, that portion of the contract for a lease of premises that indemnifies any person or organization for damage by fire, lightning or explosion to premises while rented to you or temporarily occupied by you with permission of the owner is subject to the Damage To Premises Rented To You limit described in Section D. — Liability and Medical Expenses Limits of Insurance. b. A sidetrack agreement; c. Any easement or license agreement, including an easement or license agreement in connection with construction or demolition operations on or within 50 feet of a railroad; d. Any obligation, as required by ordinance, to indemnify a municipality, except in connection with work for a municipality; e. An elevator maintenance agreement; or f. That part of any other contract or agreement pertaining to your business (including an indemnification of a municipality in connection with work performed for a municipality) under which you assume the tort liability of another party to pay for "bodily injury" or "property damage" to a third person or organization, provided the "bodily injury" or "property damage" is caused, in whole or in part, by you or by those acting on your behalf. Tort liability means a liability that would be imposed by law in the absence of any contract or agreement. Paragraph f. includes that part of any contract or agreement that indemnifies a railroad for "bodily injury" or "property damage" arising out of construction or demolition operations within 50 feet of any railroad property and affecting any railroad bridge or trestle, tracks, road -beds, tunnel, underpass or crossing. However, Paragraph f. does not include that part of any contract or agreement: y Form SS 00 08 04 05 "a 31545915 1 16-17 Mater w/ 16-17 PROF fi WC - PP AGG I Maxga[i[a Haxximan 10/29/2016 9:33;02 PM (PGT( I Page 25 0£ 32 N BUSINESS LIABILITY COVERAGE FORM (1) That indemnifies an architect, engineer or surveyor for injury or damage arising out of: (a) Preparing, approving or failing to prepare or approve maps, shop drawings, opinions, reports, surveys, field orders, change orders, designs or drawings and specifications; or (b) Giving directions or instructions, or failing to give them, if that is the primary cause of the injury or damage; or (2) Under which the insured, if an architect, engineer or surveyor, assumes liability for an injury or damage arising out of the insured's rendering or failure to render professional services, including those listed in (1) above and supervisory, inspection, architectural or engineering activities. 13. "Leased worker" means a person leased to you by a labor leasing firm under an agreement between you and the labor leasing firm, to perform duties related to the conduct of your business. "Leased worker" does not include a "temporary worker". 14. "Loading or unloading" means the handling of property: a. After it is moved from the place where it is accepted for movement into or onto an aircraft, watercraft or "auto"; b. While it is in or on an aircraft, watercraft or "auto"; or c. While it is being moved from an aircraft, watercraft or "auto" to the place where it is finally delivered; but "loading or unloading" does not include the movement of property by means of a mechanical device, other than a hand truck, that is not attached to the aircraft, watercraft or "auto". 15. "Mobile equipment" means any of the following types of land vehicles, including any attached machinery or equipment: a. Bulldozers, farm machinery, forklifts and other vehicles designed for use principally off public roads; b. Vehicles maintained for use solely on or next to premises you own or rent; c. Vehicles that travel on crawler treads; d. Vehicles, whether self-propelled or not, on which are permanently mounted: (1) Power cranes, shovels, loaders, diggers or drills; or (2) Road construction or resurfacing equipment such as graders, scrapers or rollers; e. Vehicles not described in a., b., c., or d. above that are not self-propelled and are maintained primarily to provide mobility to permanently attached equipment of the following types: (1) Air compressors, pumps and generators, including spraying, welding, building cleaning, geophysical exploration, lighting and well servicing equipment; or (2) Cherry pickers and similar devices used to raise or lower workers; f. Vehicles not described in a., b., c., or d. above maintained primarily for purposes other than the transportation of persons or cargo. However, self-propelled vehicles with the following types of permanently attached equipment are not "mobile equipment" but will be considered "autos": (1) Equipment, of at least 1,000 pounds gross vehicle weight, designed primarily for: (a) Snow removal; (b) Road maintenance, but not construction or resurfacing; or (c) Street cleaning; (2) Cherry pickers and similar devices mounted on automobile or truck chassis and used to raise or lower workers; and (3) Air compressors, pumps and generators, including spraying, welding, building cleaning, geophysical exploration, lighting and well servicing equipment. 16. "Occurrence" means an accident, including continuous or repeated exposure to substantially the same general harmful conditions. 17. "Personal and advertising injury" means injury, including consequential "bodily injury", arising out of one or more of the following offenses: a. False arrest, detention or imprisonment; b. Malicious prosecution; Page 22 of 24 Form 31595915 1 16-17 Master W/ 16-17 PROF 6 WC - PP AGG I Margarita Harriman 10/29/2016 9:33:02 oM (PDT) I Page 26 of 32 c. The wrongful eviction from, wrongful entry into, or invasion of the right of private occupancy of a room, dwelling or premises that the person occupies, committed by or on behalf of its owner, landlord or lessor; d. Oral, written or electronic publication of material that slanders or libels a person or organization or disparages a person's or organization's goods, products or services; e. Oral, written or electronic publication of material that violates a person's right of privacy; f. Copying, in your "advertisement", a person's or organization's "advertising idea" or style of "advertisement"; g. Infringement of copyright, slogan, or title of any literary or artistic work, in your "advertisement"; or h. Discrimination or humiliation that results in injury to the feelings or reputation of a natural person. 18. "Pollutants" means any solid, liquid, gaseous or thermal irritant or contaminant, including smoke, vapor, soot, fumes, acids, alkalis, chemicals and waste. Waste includes materials to be recycled, reconditioned or reclaimed. 19. "Products -completed operations hazard"; a. Includes all "bodily injury" and "property damage" occurring away from premises you own or rent and arising out of "your product" or "your work" except: (1) Products that are still in your physical possession; or (2) Work that has not yet been completed or abandoned. However, "your work" will be deemed to be completed at the earliest of the following times: (a) When all of the work called for in your contract has been completed. (b) When all of the work to be done at the job site has been completed if your contract calls for work at more than one job site. (c) When that part of the work done at a job site has been put to its intended use by any person or organization other than another contractor or subcontractor working on the same project. I:1119tat**94FTA :ll,III rcKGIN=1=MI =1111139WtTjI Work that may need service, maintenance, correction, repair or replacement, but which is otherwise complete, will be treated as completed. The "bodily injury" or "property damage" must occur away from premises you own or rent, unless your business includes the selling, handling or distribution of "your product" for consumption on premises you own or rent. I Does not include "bodily injury" or "property damage" arising out of: (1) The transportation of property, unless the injury or damage arises out of a condition in or on a vehicle not owned or operated by you, and that condition was created by the "loading or unloading" of that vehicle by any insured; or (2) The existence of tools, uninstalled equipment or abandoned or unused materials. 20. "Property damage" means a. Physical injury to tangible property, including all resulting loss of use of that property. All such loss of use shall be deemed to occur at the time of the physical injury that caused it; or b. Loss of use of tangible property that is not physically injured. All such loss of use shall be deemed to occur at the time of "occurrence" that caused it. As used in this definition, "electronic data" is not tangible property. 21. "Suit" means a civil proceeding in which damages because of "bodily injury", "property damage" or "personal and advertising injury" to which this insurance applies are alleged. "Suit" includes: a. An arbitration proceeding in which such damages are claimed and to which the insured must submit or does submit with our consent; or I Any other alternative dispute resolution proceeding in which such damages are claimed and to which the insured submits with our consent. 22. "Temporary worker" means a person who is furnished to you to substitute for a permanent "employee" on leave or to meet seasonal or short-term workload conditions. 23. "Volunteer worker" means a person who a. Is not your "employee"; Form SS 00 08 04 05 31545915 116-17 Maeter w/ 16-17 PROF & W2 - PP APO I Margarita Harriman 1 9/29/2016 4:33:02 PM (PDT) I Page 27 of 32 BUSINESS LIABILITY COVERAGE FORM b. Donates his or her work; c. Acts at the direction of and within the scope of duties determined by you; and d. Is not paid a fee, salary or other compensation by you or anyone else for their work performed for you. 24. "Your product': a. Means: (1) Any goods or products, other than real property, manufactured, sold, handled, distributed or disposed of by: (a) You; (b) Others trading under your name; or (c) A person or organization whose business or assets you have acquired; and (2) Containers (other than vehicles), materials, parts or equipment furnished in connection with such goods or products. b. Includes: (1) Warranties or representations made at any time with respect to the fitness, quality, durability, performance or use of "your product'; and (2) The providing of or failure to provide warnings or instructions. c. Does not include vending machines or other property rented to or located for the use of others but not sold. 25. "Your work": a. Means: (1) Work or operations performed by you or on your behalf; and (2) Materials, parts or equipment furnished in connection with such work or operations. b. Includes: (1) Warranties or representations made at any time with respect to the fitness, quality, durability, performance or use of "your work" and (2) The providing of or failure to provide warnings or instructions. Page 24 of 24 Form S: 31545915 116-17 Master w/ 16-17 PROF & WC - PP AGG I Margarita Harriman 1 8/29/2016 4:33:02 PM (POT) I Page 28 of 32 57SBAAZ1255 Citygate Associates, LLC 8/29/2016 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. NOTICE OF CANCELLATION TO CERTIFICATE HOLDER(S) This policy is subject to the following additional Conditions: 0 If this policy is cancelled by the Company, other than for non-payment of premium, notice of such cancellation will be provided at least thirty (30) days in advance of the cancellation effective date to the certificate holder(s) with mailing addresses on file with the agent of record or the Company. If this policy is cancelled by the company for non- payment of premium, or by the insured, notice of such cancellation will be provided within ten (10) days of the cancellation effective date to the certificate holder(s) with mailing addresses on file with the agent of record or the Company. Form SS 12 23 06 11 If notice is mailed, proof of mailing to the last known mailing address of the certificate holder(s) on file with the agent of record or the Company will be sufficient proof of notice. Any notification rights provided by this endorsement apply only to active certificate holder(s) who were issued a certificate of insurance applicable to this policy's term. Failure to provide such notice to the certificate holder(s) will not amend or extend the date the cancellation becomes effective, nor will it negate cancellation of the policy. Failure to send notice shall impose no liability of any kind upon the Company or its agents or representatives. © 2011, The Hartford 31545915 116-17 Maetar w/ 16-17 PROF F WC - PP AGG I Margarita Harriman 19/29/2016 4:33:02 PH (PDT) I Page 29 of 32 Page 1 of 1 Citygate Associates, LLC 57SBAAZ1255 BUSINESS LIABILITY COVERAGE FORM 8/29/2016 This Paragraph f. applies separately to (3) We have issued this policy in reliance you and any additional insured. upon your representations. 3. Financial Responsibility Laws b. Unintentional Failure To Disclose a. When this policy is certified as proof of Hazards financial responsibility for the future under If unintentionally you should fail to disclose the provisions of any motor vehicle all hazards relating to the conduct of your financial responsibility law, the insurance business at the inception date of this provided by the policy for "bodily injury" Coverage Part, we shall not deny any liability and "property damage" liability will coverage under this Coverage Part comply with the provisions of the law to because of such failure. the extent of the coverage and limits of 7, Other Insurance insurance required by that law. other valid and collectible insurance is b. With respect to "mobile equipment" to available for a loss we cover under this a which this insurance applies, we will Coverage Part, our obligations are limited as provide any liability, uninsured motorists, follows: underinsured motorists, no-fault or other coverage required by any motor vehicle a. Primary Insurance law. We will provide the required limits for This insurance is primary except when b. those coverages. below applies. If other insurance is also 4. Legal Action Against Us primary, we will share with all that other No person or organization has a right under insurance by the method described in c. this Coverage Form: below. a. To join us as a party or otherwise bring us b. Excess Insurance into a "suit" asking for damages from an This insurance is excess over any of the insured; or other insurance, whether primary, excess, b. To sue us on this Coverage Form unless contingent or on any other basis: all of its terms have been fully complied (1) Your Work with. That is Fire, Extended Coverage, A person or organization may sue us to recover Builder's Risk, Installation Risk or on an agreed settlement or on a final judgment similar coverage for "your work" against an insured; but we will not be liable for (2) Premises Rented To You damages that are not payable under the terms of That fire, lightning or explosion this insurance or that are in excess of the insurance for premises rented you applicable limit of insurance. An agreed or temporarily occupied by youu with settlement means a settlement and release of permission of the owner; liability signed by us, the insured and the claimant or the claimant's legal representative. (3) Tenant Liability 5. Separation Of Insureds That is insurance purchased by you to Except with respect to the Limits of Insurance, cover your liability as a tenant for "property and any rights or duties specifically assigned damage" to premises rented in this policy to the first Named Insured, this you or temporarily occupied by you insurance applies: with permission of the owner; w a. As if each Named Insured were the only (4) Aircraft, Auto Or Watercraft Named Insured; and If the loss arises out of the maintenance b. Separately to each insured against whom or use of aircraft, "autos" or watercraft to a claim is made or "suit" is brought. the extent not subject to Exclusion g. of Section A. —Coverages, 6. Representations a. When You Accept This Policy By accepting this policy, you agree: (1) The statements in the Declarations are accurate and complete; (2) Those statements are based upon representations you made to us; and (5) Property Damage To Borrowed Equipment Or Use Of Elevators If the loss arises out of "property damage" to borrowed equipment or the use of elevators to the extent not subject to Exclusion k. of Section A. — Coverages. Page 16 of 24 31545915 116-19 Maetei w/ 16-17 PROF & WC - PP AGG I Masga,i" Haxiimap 6/29/2016 4:33:02 PM (PDT) I Page 30 of 32 i Form SS 00 08 04 Q9 BUSINESS LIABILITY COVERAGE FORM (6) When You Are Added As An When this insurance is excess over other Additional Insured To Other insurance, we will pay only our share of Insurance the amount of the loss, if any, that That is other insurance available to exceeds the sum of: you covering liability for damages (1) The total amount that all such other arising out of the premises or insurance would pay for the loss in the operations, or products and completed absence of this insurance; and operations, for which you have been (2) The total of all deductible and self - added as an additional insured by that insured amounts under all that other insurance; or insurance. (7) When You Add Others As An We will share the remaining loss, if any, with Additional Insured To This any other insurance that is not described in Insurance this Excess Insurance provision and was not That is other insurance available to an bought specifically to apply in excess of the additional insured. Limits of Insurance shown in the However, the following provisions Declarations of this Coverage Part. apply to other insurance available to c. Method Of Sharing any person or organization who is an If all the other insurance permits additional insured under this Coverage contribution by equal shares, we will follow Part: this method also. Under this approach, (a) Primary Insurance When each insurer contributes equal amounts Required By Contract until it has paid its applicable limit of This insurance is primary if you insurance or none of the loss remains, have agreed in a written contract, whichever comes first. written agreement or permit that If any of the other insurance does not permit this insurance be primary. If other contribution by equal shares, we will insurance is also primary, we will contribute by limits. Under this method, each share with all that other insurance insurers share is based on the ratio of its by the method described in c. applicable limit of insurance to the total below. applicable limits of insurance of all insurers. (b) Primary And Non -Contributory 8. Transfer Of Rights Of Recovery Against To Other Insurance When Others To Us Required By Contract a. Transfer Of Rights Of Recovery If you have agreed in a written If the insured has rights to recover all or contract, written agreement or part of any payment, including permit that this insurance is Supplementary Payments, we have made primary and non-contributory with under this Coverage Part, those rights are the additional insured's own transferred to us. The insured must do insurance, this insurance is nothing after loss to impair them. At our primary and we will not seek request, the insured will bring "suit" or contribution from that other transfer those rights to us and help us insurance. enforce them. This condition does not Paragraphs (a) and (b) do not apply to apply to Medical Expenses Coverage. other insurance to which the additional b. Waiver Of Rights Of Recovery (Waiver insured has been added as an Of Subrogation) additional insured. If the insured has waived any rights of When this insurance is excess, we will recovery against any person or have no duty under this Coverage Part to organization for all or part of any payment, defend the insured against any "suit" if any including Supplementary Payments, we other insurer has a duty to defend the have made under this Coverage Part, we insured against that "suit". If no other also waive that right, provided the insured insurer defends, we will undertake to do waived their rights of recovery against so, but we will be entitled to the insured's such person or organization in a contract, rights against all those other insurers. agreement or permit that was executed prior to the injury or damage. /'gyp Form SS 00 OS 04 05 Page 1y px21 31545915 16-17 Master w/ 16-17 PROF & WC - PP AGG Margarita Harriman 9/29/2016 9:33402 PM (PGT) I Page 31 of 32 P��(1.0 Citygate Associates, LLC 57WECEU6620 EXTENDED OPTIONS 1. Employers' Liability Insurance Item 3.B. of the Information Page is replaced by the following: B. Employers' Liability Insurance: 1. Part Two of the policy applies to work in each state listed In Item 3.A. The Limits of Liability under Part Two are the higher of: Bodily Injury by Accident $500,000 Each Accident Bodily Injury by Disease $600,000 Policy Limit Bodily Injury by Disease $500,000 Each Emptoy as OR 2. The amount shown in the Information Page. This provision 1 of EXTENDED OPTIONS does not apply in New York because the Limits Of Our Liability are unlimited. In this provision the limits are changed from $500,000 to $1,000,000 in California. 2. Unintentional Failure to Disclose Hazards It you unintentionally should fail to disclose all existing hazards at the inception date of your policy, we shall not deny coverage under this policy because of such failure. 3. Waiver of Our Right To Recover From Others A. We have the right to recover our payments from anyone liable for an injury covered by this policy. We will not enforce our right against any person or organization for whom you perform work under a written contract that requires you to obtain this agreement from us. This agreement shall not operate directly or indirectly to banafit anyone not named in the agreement. B. This provision 3, does not apply in the states of Pennsylvania and Utah. Form WC 99 03 018 Printed in U.S.A. (Ed. 8/00) 8/29/2016 4. Foreign Voluntary Compensation and Employers' Liability Reimbursement A. How This Reimbursement Applies This reimbursement provision applies to bodily injury by accident or bodily injury by disease. Bodily injury includes resulting death. 1. The bodily Injury must be sustained by an officer or employee. 2. The bodily Injury must occur in the course of employment necessary or incidental to work in a country not listed in Exclusion C.I. of this provision. 3. Bodily Injury by accident must occur during the policy period. 4. Bodily injury by disease must be caused or aggravated by the conditions of your employment. The officer or employee's last exposure to those conditions of your employment must occur during the policy period. B. We Will Reimburse We will reimburse you for all amounts paid by you whether such amounts are: 1. voluntary payments for the benefits that would be required of you if you and your officers or employees were subject to any workers' compensation law of the state of hire of the individual employee. 2. sums to which Part Two (Employers' Liability Insuranca) would apply 0 the Country of Employment were shown in Item 3.A. of the Information Page. C. Exclusions This insurance does not cover: i. any occurrences in the United States, Canada, and any country or jurisdiction which is the subject of trade or economic sanctions imposed by the laws or regulations of the United States of America In effect as of the Inception date of this policy. 2. any obligation imposed by a workers° compensation or occupational disease law, or similar law. 3. bodily injury intentionally caused or aggravated by you. 31545915 115-17 Martex w/ 16-17 PROF & WC - PP ART I Margarita Harriman 1 5/29/2056 4:33:02 PM (PPC) I Pd,, 32 oP 32 Page4 of 6 7 co CERTIFICATE OF LIABILITY INSURANCE DATE (MM/DD/YYYY) 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). I CONT PRODUCER Owen -Dunn Insurance Services NAMEACT 1455 Response Road, Suite 260 PHONE FAx Sacramento, CA 95815 'Ai!C E..!t. (91619,93-2700 fvc, No). (916,) 993 2s8: A-2016-241 E MAIL ADDRESS: INSURER(S) AFFORDING COVERAGE NAIC # 0522677Insurance 11 INSURER ComppanyyLTD 11000 INSURED INSURED Associates, LLC INSURER B TfUm 1 InSUf-. ance Com an 27120 David DeROOs INSURER C Land mark Am f mark -American Insurance Company 33138 2250 E. Bidwell St. #100 INSURERD. Folsom CA 95630 �. COVERAGES CERTIFICATE NUMBER; 34333104 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. �ADDL SUER 1LTR ... ............................ . EFF EXP —__ TYPE OF INSURANCE POLICY NUMBER „ (MM/DDPOLICY LIMITS I (MM/DD YYYY)YYYY) / A ✓ I COMMERCIAL GENERAL LIABILITY 57SBAAZ1255 7/15/2016 7/15/2017 EACH OCCURRENCE S 2,000,000 i. CLAIMS -MADE OCCUR ✓ DAMAGE To RENTED PREMISES (Ea arcurrenceJt 5 1,000,00C ✓ Deductible - $0 ... ' MED EXP (Any one person) 5 ..... 10,000 ........ ..... V PERSONAL & ADV INJURY S 2,000,000 GEN'L AGGREGATE LIMIT APPLIES PER: GENERAL AGGREGATE $ ........ 4,000,000 PRO. POLICY ✓ ... JECT l -0C COMP/OP S . ...... 4,000 000 ... .. _,_ OTHER: I 4 S Employee 50,000 A AUTOMOBILE LIABILITY 57SBAAZ1255 7/15/2016 7/15/2017 LIMIT 5 I jEa acct deDttSINGLE ,,,,,,,,,,,,,, 2„,,000 000 ANY AUTO BODILY INJURY (Per person) S OWNED SCHEDULED . AUTOS ONLY ........ AUTOS -.-- ......... ...,,_, - BODILY INJURY (Per accident) S HIRED NON -OWNED i �✓...._ AUTOS ONLY �. a` AUTOS ONLY f PROPERTY DAMAGE jPar accident r S ....._ J is A I e/ UMBRELLA LIAB _✓ OCCUR 157SBAAZ1255 7/15/2016 7/15/2017 EACH occURRENCE S 4,,000 00,0 EXCESS LIAB CLAIMS -MADE AGGRE LATE S 4,000,000 ✓ DED J RETENTION S 10,000 1 $ B WOR KERS COMPENSATION 57WECEU6620 10/1/2016 10/1/2017 PER OTH ER AND EMPLOYERS' LIABILITY. ANYPROPRIETOR(PARTNER(EXECUTIVE Y/N STATUTE 1,,,000,000 ER EXCLUDED? NIA E.L. EACH ACCIDENT $ (Mandatory in `(Mandatory m NHJ E„L DISEASE - EA EMPLOYEE'S 00�.. If yes. describe under ....1,2000 DESCRIPTION OF OPERATIONS below E L. DISEASE - POLICY LIMIT o-$ 1,000,000 C Professional Liability LHR831359 2/14/2017 2/14/2018 Aggregate: 2,000,000 Each Claim: 2,000,000 Deductible: $10,000 each claim ....... ..__ ... Retro Date: 1/6/1999 DESCRIPTION OF OPERATIONS / LOCATIONS / VEHICLES (ACORD 101, Additional Remarks Schedule, may be attached if more space is required) RE: UASI Training Services County of Alameda, its Board of Supervisors, the individual members thereof, and all County Officers, agents, employees and representatives are included as additiional insureds as per endorsement attached. CERTIFICATE HOLDER CANCELLATION Count Of Alameda Sheriff's Office SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE County THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN Office Of Emergency Service & Homeland ACCORDANCE WITH THE POLICY PROVISIONS. Security 4985 Broder Blvd Dublin CA 94568 AUTHORIZED REPRESENTATIVE __-- Kerryn Bieg ®e O 1988-2015 ACORD CORPORATION. rhts reserved. ACORD 25 (2016/03) The ACORD name and logo are registered marks of ACORD 'I r,i J I i v. m I I yllie1 d' ”, P , . r 'i, . — I. I Qy" , , .w e ” 2'. , I .. A r " 16 2 Q A ": (A I' '"4 a,. 2/22/2017 POLICY NUMBER57SBAAZ1255 Citygate Associates, LLC oy THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. X00 0 A This endorsernent modifies insurance provided Under the following: Name Of Additional Insured Person(s) Or Organization(s): Location(s) Of Covered Operations County of Alameda Sheriffs Office Office of Emergency Service & Homeland Security 4985 Broder Blvd Dublin CA 94568 RE: UASI Training Services County of Alameda, its Board of Supervisors, the individual members thereof, and all County Officers, agents, employees and lriformation reqUir'ed to CWT#ete this SchedLfle, if not shown above, will be shown in the Declarations A. Section C. — Who Is An Insured is amended to include as an additional inSUr'ed the per-son(s) or organization(s) shown in the SchedLfle, but only with respect to piabilityfor, "bodily �IUry", "property amage" or,ersonal and advertising injury" caused, in whole or in part, by� 1. Your acts or, omissions", or Z. T'he acts or, omissions of those acting W1 your behalf", in the performance Of YOLJr- WlgOinlg operations for - the additional insured(S) at the locaflon(s) designated above B. With respect to the insurance afforded to these addiflonal insureds, the following additional exclusions apply: ��rnopert}� denoyto "bodily injury"or damage" Occurring after- ' 1. All work, including materials, parts or eqUipMent furnished in connection with such work, on the project (other than service, maintenance or repairs) to be performed by or on behalf of the additional inSUred(s) at the location of the covered operations has been con#eteda or 2. Fhat portion Of 0eYOU11- work" Out Of which the injUll-y or damage arises has been Put to its intended Use by any person or, organization other than another contractor or subcontractor engaged in performing operations for a principal as a part of the same project, ((,) 2011, .1"heII--lariford (includes copyrighted rnate6al of insurance Seirvlices Office, inc., With lits peirnilssion)