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HomeMy WebLinkAboutAGMT - The Pun Group (Annual Auditing Services)r Cr t 0 PROFESSIONAL SERVICES AGREEMENT Between City of Seal Beach 211 8th Street Seal Beach, CA 90740 H THE PUN GROUP, Accountants & Advisors 200 E. Sandpointe, Suite 600 Santa Ana, CA 92707 This Professional Service Agreement ("the Agreement") is made as of December 9, 2019 (the "Effective Date"), by and between THE PUN GROUP, Accountants & Advisors ("Consultant"), a California corporation, and the City of Seal Beach ("City"), a California charter city, (collectively, "the Parties"). " S7296-0001 \1236808v1.doc Q RECITALS A. City desires certain professional services. B. Consultant represents that it is qualified and able to provide City with such services. NOW THEREFORE, in consideration of the Parties' performance of the promises, covenants, and conditions stated herein, the Parties hereto agree as follows. AGREEMENT 1.0 Scope of Services 1.1. Consultant shall provide those services ("Services") set forth in the attached Exhibit A, which is hereby incorporated by this reference. To the extent that there is any conflict between Exhibit A and this Agreement, this Agreement shall control. 1.2. Consultant shall perform all Services under this Agreement in accordance with the standard of care generally exercised by like professionals u ndersimilar circumstances and in a manner reasonably satisfactory to City. 1.3. In performing this Agreement, Consultant shall comply with all applicable provisions of federal, state, and local law. IA. Consultant will not be compensated for any work performed not specified in the Scope of Services unless the City authorizes such work in advance and in writing. The City Manger may authorize extra work to fund unforeseen conditions up to the amount approved at the time of award by the City Council. Paymentfor additional work in excess of this amount requires prior City Council authorization. 2.0 Term The term of this Agreement shall commence as of the Effective Date and shall continue for a term of three years with an option to extend for two additional years at the City's discretion unless previously terminated as provided by this Agreement. 3.0 Consultant's Compensation City will pay Consultant in accordance with the hourly rates shown on the fee schedule set forth in Exhibit A for Services but in no event will the City pay more 2 of 9 S7296-000111236808v1.doc Q (7) than $ 51,469 FY 2019-20, $52,498 FY 2020-21 and $54,073 FY 2021-22 with two years option. Option $55,696 FY 2022-23, and Option $57,366 FY 2023-24. Any additional work authorized by the City pursuant to Section 1.4 will be compensated in accordance with thefee schedule setforth in ExhibitA. 4.0 Method of Payment 4.1. Consultant shall submit to City monthly invoices for all services rendered pursuantto this Agreement. Such invoices shall be submitted within 15 days of the end of the month during which the services were rendered and shall describe in detail the services rendered during the period, the days worked, number of hours worked, the hourly rates charged, and the services performed for each day in the period. City will pay Consultant within 30 days of receiving Consultant's invoice. City will notwithhold any applicable federal orstate payroll and other required taxes, or other authorized deductions from payments made to Consultant. 4.2. Upon 24-hournoticefrom City, Consultant shall allow City or City's agents or representatives to inspect at Consultant's offices during reasonable business hours all records, invoices, time cards, cost control sheets and other records maintained by Consultant in connection with this Agreement. City's rights under this Section 4.2 shall survive for two years following the termination of this Agreement 5.0 Termination 5.1. This Agreement may be terminated by City, without cause, or by Consultantbased on reasonable cause, upon giving the other party written notice thereof not less than 30 days prior to the date of termination. 5.2. This Agreement maybe terminated by City upon 10 days' notice to Consultant if Consultant fails to provide satisfactory evidence of renewal or replacement of comprehensive general liability insurance as required by this Agreement at least 20 days before the expiration date of the previous policy. 6.0 Party Representatives 6.1. The City Manager is the City's representative for purposes of this Agreement. 6.2. Kenneth H. Pun is the Consultant's primary representative for pu rposes of th is Agreemen t. 3 of 9 S7296-000111236808vi .doc N 7.0 Notices W r 7.1. All notices permitted or required under this Agreement shall be deemed made when personally delivered orwhen mailed 48 hours afterdeposit in the United States Mail, first class postage prepaid and addressed to the party at the following addresses: To City: City of Seal Beach 211 8th Street Seal Beach, California 90740 Attn: City Manager To Consultant: The Pun Group, Accountants&Advisors 200 E. Sandpointe, Suite 600 Santa Ana, CA 92707 Attn: Kenneth H. Pun 7.2. Actual notice shall be deemed adequate notice on the date actual notice occurred, regardless of the method of service. 8.0 Independent Contractor 8.1. Consultant is an independent contractor and not an employee of the City. All services provided pursuant to this Agreement shall be performed by Consultant or under its supervision. Consultant will determine the means, methods, and details of performing the services. Any additional personnel performing services under this Agreement on behalf of Consultantshall also not be employees of City and shall at all times be under Consultant's exclusive direction and control. Consultant shall pay all wages, salaries, and other amounts due such personnel in connection with their performance of services under this Agreement and as required bylaw. Consultant shall be responsible for all reports and obligations respecting such additional personnel, including, but not limited to: social security taxes, income tax withholding, unemployment insurance, disability insurance, and workers' compensation insurance. 8.2. Consultant shall indemnify and hold harmless City and its elected officials, officers, employees, servants, designated volunteers, and agents serving as independent contractors in the role of City officials, from any and all liability, damages, claims, costs and expenses of any nature to the extent arising from Consultant's personnel practices. City shall have the right to offset against the amountof any fees due to Consultant underthis Agreement any amount du e to City from Consultant as a result of Consultant's failure to promptly pay to City any reimbursementor indemnification arising underthis Section. 9.0 Subcontractors 4 of 9 S7296-0001112368OM AOC (7) 0 No portion of this Agreement shall be subcontracted without the prior written approval of the City. Consultant is fully responsible to City for the performance of any and all subcontractors. 10.0 Assignment Con sultantshall not assign ortransfer any interest in this Agreementwhether by assignment or novation, without the prior written consent of City. Any purported assign mentwith out such consentshall bevoid and without effect. 11.0 Insurance 11.1. Consultant shall not commence work under this Agreement until it has provided evidence satisfactory to the City that Consultant has secured all insurance required underthis Section. Consultantshall fumish Citywith original certificates of insurance and endorsements effecting coverage required by this Agreement on forms satisfactory to the City. The certificates and endorsements for each insurance policy shall be signed by a person authorized by that insurer to bind coverage on its behalf, and shall. be on forms provided by the City if requested. All certificates and endorsements shall be received and approved by the City before work commences. The City reserves the right to require complete, certified copies of all required insurance policies, atany time. 11.2. Consultant shall, at its expense, procure and maintain for the duration of the Agreement, insurance against claims for injuries to persons or damages to property that may arise from or in connection with the performance of this Agreement. Insurance is to be placed with insurers with a current A.M. Best's rating no less than A: Vill, licensed to do business in California, and satisfactoryto the City. Coverage shall beat least as broad as the latest version of the following: (1) General Liability: Insurance Services Office Commercial General Liability coverage (occurrende form CG 0001); (2)Automobile Liability: Insurance Services Office Business Auto Coverage form number CA 0001, code 1 (any auto); and, if required by the City, (3) Professional Liability. Consultant shall maintain limits no less than: (1) General Liability: $2,000,000 per occurrence for bodily injury, personal injury and property damage and if Commercial General Liability Insurance or other form with a general aggregate limit is used, either the general aggregate limit shall apply separately to this Agreement/location or the general aggregate limit shall be twice the required occurrence limit; (2) Automobile Liability: $1,000,000 per accidentfor bodily injury and property damage; and (3) Professional Liability: $1,000,000 per claim/aggregate. 11.3. The insurance policies shall contain the following provisions, or Consultant shall provide endorsements on forms supplied or approved by the 5 of 9 S7296-0001 k1236808v1.doc (7) 0 City to state: (1) coverage shall not be suspended, voided, reduced or canceled except after 30 days prior written notice by certified mail, return receipt requested, has been given to the City; (2) any failure to comply with reporting or other provisions of the policies, including breaches of warranties, shall not affect coverage provided to the City, its directors, officials, officers, (3) coverage shall be primary insurance as respects the City, its directors, officials, officers, employees, agents and volunteers, or if excess, shall stand in an unbroken chain of coverage excess of the Consultant's scheduled underlying coverage and that any insurance or self-insurance maintained by the City, its directors, officials, officers, employees, agents and volunteers shall be excess of the Consultant's insurance and shall not be called upon to contribute with it; (4) for general liability insurance, that the City, its directors, officials, officers, employees, agents and volunteers shall be covered as additional insureds with respectto the services or operations performed by or on behalf of the Consultant, including materials, parts or equipment furnished in connection with such work; and (5) for automobile liability, that the City, its directors, officials, officers, employees, agents and volunteers shall be covered as additional insureds with respectto the ownership, operation, maintenance, use, loading or unloading of any auto owned, leased, hired or borrowed by the Consultant orfor which the Consultantis responsible. 11.4. All insurance required by this Section shall contain standard separation of insureds provisions and shall notcontain anyspecial limitations on the scope of protection afforded to the ,City, its directors, officials, officers, employees, agents, and volunteers. 11.5. Any deductibles or self-insured retentions shall be declared to and approved by the City. Consultant guarantees that, at the option of the City, either. (1) the insurer shall reduce or eliminate such deductibles or self-insured retentions as respects the City, its directors, officials, officers, employees, agents, and volunteers; or (2) the Consultant shall procure a bond guaranteeing payment of losses and related investigation costs, claims and administrative and defense expenses. 12.0 Indemnification, Hold Harmless, and Duty to Defend Consultant shall defend, indemnify, and hold the City, its officials, officers, employees, volunteers and agents serving as independent contractors in the role of city officials (collectively "Indemnitees") free and harmless from any and all claims, demands, causes of action, costs, expenses, liability, loss, damage or injury, in law or equity, to property or persons, including wrongful death, in any manner arising out of or incident to any acts or omissions of Consultant, its employees, or its agents in connection with the performance of this Agreement, including without limitation the payment of all consequential damages and attorneys' fees and other related costs and expenses, except for such loss or damage arising from the sole negligence or willful misconduct of the City. With respect to any and all such aforesaid suits, actions, or other legal proceedings of 6of9 S7296-000111236808v1.doc 0 every kind that may be brought or instituted against Indemnitees, Consultant shall defend Indemnitees, at Consultant's own cost, expense, and risk, and shall pay and satisfy any judgment, award, or decree that may be rendered against Indemnitees. Consultant shall reimburse City and its directors, officials, officers, employees, agents and/or volunteers, for any and all legal expenses and costs incurred by each of them in connection therewith or in enforcing the indemnity herein provided. Consultant's obligation to indemnify shall not be restricted to insurance proceeds, if any, received by Consultant, the City, its directors, officials, officers, employees, agents or volunteers. All duties of Consultant underthis Section shall survive termination ofthisAgreement. 13.0 Equal Opportunity Consultant affirmatively represents that it is an equal opportunity employer. Consultant shall not discriminate against any subcontractor, employee, or applicant for employment because of race, religion, color, national origin, handicap, ancestry, sex, sexual orientation, or age. Such non-discrimination includes, but is not limited to, all activities related to initial employment, upgrading, demotion, transfer, recruitment or recruitment advertising, layoff, or termination. 14.0 Labor Certification By its signature hereunder, Consultant certifies that it is aware of the provisions of Section 3700 of the California Labor Code that require every employer to be insured against liability for Workers' Compensation or to undertake self-insurance in accordance with the provisions of that Code, and agrees to comply with such provisions before commencing the performance of the Services. 15.0 Entire Agreement This Agreement contains the entire agreement of the parties with respect to the subject matter hereof, and supersedes all prior negotiations, understandings, or agreements. This Agreement may only be modified by a writing signed by both parties. 16.0 Severability The invalidity in whole or in part of any provisions of this Agreement shall not void or affect the validity of the other provisions of this Agreement. 17.0 Governing Law This Agreementshall be governed by and construed in accordance with the laws of the State of California. 7of9 S7296-000111236808v1.doo 18.0 No Third Party Rights No third party shall be deemed to have any rights hereunder against either party as a resu It of th is Agreemen t. 19.0 Waiver No waiver of any default shall constitute a waiver of any other default or breach, whetherof the same or other covenantor condition. No waiver, benefit, privilege, or service voluntarily given or performed by a party shall give the other party any contractual rights by custom, estoppel, or otherwise. 20.0 Prohibited Interests; Conflict of Interest 20.1. Consultant covenants that it presently has no interest and shall not acquire any interest, direct or indirect, which may be affected by the Services, or which would conflict in any manner with the performance of the Services. Consultant further covenants that, in performance of this Agreement, no person having any such interest shall be employed by it. Furthermore, Consultant shall avoid the appearance of having any interest, which would conflict in any man n er with the performance of the Services. Consultant shall not accept any employment or representation during the term of this Agreement which is or may likely make Consultant "financially interested" (as provided in California Government Code §§1090 and 87100) in any decision made by City on any matter in connection with which Consultanthas been retained. 20.2. Consultantfurtherwarrants and maintains that it has not employed or retained any person or entity, other than a bona fide employee working exclusively for Consultant, to solicit or obtain this Agreement. Nor has Consultant paid or agreed to pay any person or entity, other than a bona fide employee working exclusively for Consultant, any fee, commission, gift, percentage, or any other consideration contingent upon the execution of this Agreement. Upon any breach or violation of this warranty, City shall have the right, at its sole and absolute discretion, to terminate this Agreement without further liability, or to deduct from any sums payable to Consultant hereunder the full amount orvalue of anysuch fee, commission, percentage orgift. 20.3. Consultant warrants and maintains that it has no knowledge that any officer or employee of City has any interest, whether contractual, non - contractual, financial, proprietary, or otherwise, in this transaction or in the business of Consultant, and that if any such interest comes to the knowledge of Consultant at any time during the term of this Agreement, Consultant shall immediately make a complete, written disclosure of such interest to City, even if such interest would not be deemed a prohibited "conflict of interest' under applicable lawsas described in thissubsection. 8of9 S7296-0001 \1236808v1.doc (7) Q 21.0 Attomeys' Fees If either party commences an action against the other parry, legal, administrative or otherwise, arising out of or in connection with this Agreement, the prevailing party in such litigation shall be entitled to have and recoverfrom the losing party all of its attomeys' fees and other costs incurred in connection therewith. 22.0 Exhibits All exhibits referenced in this Agreement are hereby incorporated into the Agreement as if set forth in full herein. In the event of any material discrepancy between the terms of any exhibit so incorporated and the terms of this Agreement, the terms of this Agreementshall control. 23.0 Corporate Authority The person executing this Agreement on behalf of Consultant warrants that he or she is duly authorized to execute thisAgreementon behalf of said Party and that by his or her execution, the Consultant is formally bound to the provisions of th is Agreement. IN WITNESS WHEREOF, the Parties hereto, through their respective authorized representatives have executed this Agreement as of the date and year first above written. CITY OF SEAL BEACH 0 Attest By: Approved Fo By: Craig A. Steele, City Attorney CONSULTANT By: Name: 4-4t �r -N. X d Its: By: T- yy Name: Ff'G nC. 1 J, Its: 9of9 S7296-000111236808v1.doc d 0 THE PUN GROUP ACCOUNTANTS & ADVISORS July 29, 2019 City of Seal Beach 211 Eighth Street Seal Beach, CA 90740 Dear Sir/Madam, I would like to take this opportunity to thank you for the confidence and support the City have provided to us over the past years. I would like to take this opportunity to present this letter for your consideration regarding extending The Pun Group, LLP audit contract with the City. We have developed an understanding of the City's operations that has aided us in providing quality audit services. With that knowledge, we have been able to expand our audit efforts and provide observations that have assisted City staff. We have also demonstrated our ability to respond to requests of the City and our ability to deliver a quality services. The City has been satisfied with our efforts. I would like to propose an extension of our audit contract to include the fiscal years ended June 30, 2020, 2021 and 2022 with the option to extend for two additional years. The objective of our audits is to issue an opinion regarding the fairness of presentation of the City's financial statements for each year in accordance with generally accepted accounting principles. Our fees for these services are as follows: *The Single Audit fees are based on two (2) major programs. The fee to audit additional major programs will be $3,000. each. The number of programs determined to be "major" will be based on Uniform Guidance. The Engagement Team will discuss this with the City's Management before starting Single Audit work. If the City agrees with the foregoing, please sign the copy of this letter in the space provided and return it to us. We would very much like to continue our relationship with the City of Seal Beach and stand ready to provide the level of service and commitment for which the City has become accustomed. If you have any questions, please feel free to call me at (949) 777-8801. Sincerely, The Pun Group, LLP Kenneth H. Pun, CPA, CGMA Managing Partner 200 E. Sandpointe Avenue, Suite 600, Santa Ana, California 92707 Tel: 949-777-8800 - Fax: 949-777-8850 - www.pungroup.com Optional Service FY 2019-20 i i i2023-24 City of Seal Beach - Financial Audit $ 40,857 $ 41,674 $ 42,924 $ 44,212 $ 45,538 Successor Agency Testing - FinancialAudit $ 4,775 $ 4,871 $ 5,017 $ 5,168 $ 5,323 Single Audit (2 programs)` $ 5,306 $ 5,412 $ 5,575 $ 5,742 $ 5,914 Independent Accountants' Report on Agreed - Upon Procedures Applied to Appropriations Limit $ 531 $ 541 $ 557 $ 574 $ 591 Schedule Total for Fiscal Y . ear (not -to -exceed) Ls 51,46911$ 52,498 '1 54,073 1 $ 55,696 11 $ 57,366 *The Single Audit fees are based on two (2) major programs. The fee to audit additional major programs will be $3,000. each. The number of programs determined to be "major" will be based on Uniform Guidance. The Engagement Team will discuss this with the City's Management before starting Single Audit work. If the City agrees with the foregoing, please sign the copy of this letter in the space provided and return it to us. We would very much like to continue our relationship with the City of Seal Beach and stand ready to provide the level of service and commitment for which the City has become accustomed. If you have any questions, please feel free to call me at (949) 777-8801. Sincerely, The Pun Group, LLP Kenneth H. Pun, CPA, CGMA Managing Partner 200 E. Sandpointe Avenue, Suite 600, Santa Ana, California 92707 Tel: 949-777-8800 - Fax: 949-777-8850 - www.pungroup.com City of Seal Beach Audit Contract Extension Page 2 Ee This letter correctly sets forth the understanding of the City of Seal Beach as listed above. Acknowledged by: City of Seal Beach Signature Name and Title Date l_J ACORO® CERTIFICATE OF LIABILITY INSURANCE `.� FDAT3/5/2 D/YYYY) 3/5/2019 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 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 Wood Gutmann & Bogart 15901 Red Hill Ave., Suite 100 Tustin CA 92780 CONTACT Connie Jones PHONE FAX c • 714-505-7000 fAIC,No): 714-573-1770 ADDRESS: connie@wgbib.com INSURERS AFFORDING COVERAGE NAIC # LIMITS INSURER A: TRAVELERS CAS INS CO OF AMER 19046 X COMMERCIAL GENERAL LIABILITY CLAIMS -MADE � OCCUR INSURED PUN&M-1 The Pun Group, LLP 200 East Sandpointe Avenue, Suite 600 INSURERS: Travelers Property Casualty Co of Amer 25674 INSURER C: Argonaut Insurance Company INSURER D : Travelers Cas Ins. Co. of Amer Santa Ana CA 92707 INSURER E DAMAGE T RENTED PREMISES Ea occurrence $ 300,000 INSURER F: COVERAGES CERTIFICATE NUMBER: Rn433R91n RFVISInN NIIMRFR- 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. 1�7R TYPE OF INSURANCE ADDL SUER POLICY NUMBER POLICY EFF MMfDD� LIMITS A X COMMERCIAL GENERAL LIABILITY CLAIMS -MADE � OCCUR 6807G592120-19 3/12019 3/12020 EACH OCCURRENCE $ 2,000,000 DAMAGE T RENTED PREMISES Ea occurrence $ 300,000 MED EXP (Any one person) $ 5,000 PERSONAL&ADV INJURY $2,000,000 GEN'L AGGREGATE LIMIT APPLIES PER: GENERAL AGGREGATE $4,000,000 POLICY JE 0 LOC PRODUCTS - COMP/OP AGG $ 4,000,000 $ OTHER: D AUTOMOBILE LIABILITY BABL4878831942 3/12019 3/12020 COMBINED SINGLE LIMIT $ Ea accident 1,000,G00 BODILY INJURY (Per person) $ ANY AUTO ALL OWNED SCHEDULED AUTOS AUTOS BODILY INJURY (Per accident) $ X NON -OWNED HIRED AUTOS Ix AUTOS PROPERTY DAMAGE P $ er accident B UMBRELLA LIAB X OCCUR CU 4H25314819-42 3/12018 3/12020 EACH OCCURRENCE $1,000,000 AGGREGATE $1,000,000 EXCESS LIAB I CLAIMS -MADE DED I I RETENTION $ $ B WORKERS COMPENSATION AND EMPLOYERS' LIABILITY �, I N UB3KB5340119-42 3/12019 3/12020 J( PER OTH- STATUTE I ER E.L. EACH ACCIDENT $1,000,000 ANY PROPRIETOR/PARTNER/EXECUTIVE OFFICER/MEMBER EXCLUDED? El N / A E.L. DISEASE - EA EMPLOYEE $1,000,000 (Mandatory in NH) If yes, describe under DESCRIPTION OF OPERATIONS below E.L. DISEASE - POLICY LIMIT $1,000,000 C E&O Reim 1229/11 121APL000334800 3/12019 3/12020 3,000,000 egg 1,000,000 DESCRIPTION OF OPERATIONS / LOCATIONS / VEHICLES (ACORD 101, Additional Remarks Schedule, may be attached If more space Is required) Certificate holder is named as additional insured on the General Liability per attached as required by written contract subject to the terms and conditions of the policy. litK I II-IUA 1 t MULUtK l:ANL rLL.A I IUN City of Seal Beach ATTN: City Manager 211 8th Street Seal Beach CA 90740 SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. AUTHORIZED REPRESENTATIVE W ©1988-2014 ACORD CORPORATION. All rights reserved. ACORD 25 (2014101) The ACORD name and logo are registered marks of ACORD 0 0 COMMERCIAL GENERAL LIABILITY THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. XTEND ENDORSEMENT This endorsement modifies insurance provided under the following: COMMERCIAL GENERAL LIABILITY COVERAGE PART GENERAL DESCRIPTION OF COVERAGE — This endorsement broadens coverage. The following listing is a general coverage description only. Limitations and exclusions may apply to these coverages. Read all the PRO- VISIONS of this endorsement carefully to determine rights, duties, and what is and is not covered. A. Broadened Named Insured I. Injury to Co -Employees and Co -Volunteer B. Damage To Premises Rented To You Extension Workers • Perils of fire, explosion, lightning, smoke, water J. Aircraft Chartered with Crew • Limit increased to $300,000 K. Non -Owned Watercraft — Increased C. Blanket Waiver of Subrogation from 25 feet to 50 feet D. Blanket Additional Insured— Managers or L. Increased Supplementary Payments Lessors of Premises • Cost for bail bonds increased to $2,500 E. Blanket Additional Insured — Lessor of • Loss of earnings increased to $500 per day leased Equipment M. Knowledge and Notice of Occurrence F. Incidental Medical Malpractice or Offense G. PersonalInjury—AssumedbyContract N. Unintentional Omission H. Extension of Coverage — Bodily Injury O. Reasonable Force — Bodily Injury or Property Damage PROVISIONS B. DAMAGE TO PREMISES RENTED TO YOU A. BROADENED NAMED INSURED EXTENSION 1. The Named Insured in Item 1. of the Declara- 1. The last paragraph of COVERAGE A. BOD - tions is as follows: ILY INJURY AND PROPERTY DAMAGE LI - The person or organization named in Item 1. ABILITY (Section I — Coverages) is deleted of the Declarations and any organization, and replaced by the following: other than a partnership or joint venture, over Exclusions c. through n. do not apply to dam - which you maintain ownership or majority in- age to premises while rented to you, or tem- terest on the effective date of the policy. porarily occupied by you with permission of However, coverage for any such organization the owner, caused by: will cease as of the date during the policy pe- a. Fire; riod that you no longer maintain ownership of, or majority interest in, such organization. b. Explosion; 2. WHO IS AN INSURED (Section In Item 4.a. c. Lightning; is deleted and replaced by the following: d. Smoke resulting from such fire, explosion, a. Coverage under this provision is afforded or lightning; or only until the 180th day after you acquire e. Water. or form the organization or the end of the policy period, whichever is earlier, unless A separate limit of insurance applies to this reported in writing to us within 180 days. coverage as described in LIMITS OF INSUR- {Section III). ANCE3. This Provision A. does not apply to any per- son or organization for which coverage is ex- 2 . This insurance does not apply to damage to cluded by endorsement. premises while rented to you, or temporarily CG D1 86 11 03 Copyright, The Travelers Indemnity Company, 2003 Page 1 of 5 0 ann-lam occupied by you with permission of the owner, caused by: a. Rupture, bursting, or operation of pres- sure relief devices; b. Rupture or bursting due to expansion or swelling of the contents of any building or structure, caused by or resulting from wa- ter; c. Explosion of steam boilers, steam pipes, steam engines, or steam turbines. 3. Part 6. of LIMITS OF INSURANCE (Section III) is deleted and replaced by the following: Subject to 5, above, the Damage To Prem- ises Rented To You Limit is the most we will pay under COVERAGE A. for damages be- cause of "property damage" to any one prem- ises while rented to you, or temporarily occu- pied by you with permission of the owner, caused by fire, explosion, lightning, smoke resulting from such fire, explosion, or light- ning, or water. The Damage To Premises Rented To You Limit will apply to all damage proximately caused by the same "occur- rence", whether such damage results from fire, explosion, lightning, smoke resulting from such fire, explosion, or lightning, or water, or any combination of any of these. The Damage To Premises Rented To You Limit will be the higher of: a. $300,000; or b. The amount shown on the Declarations for Damage To Premises Rented To You Limit. 4. Under DEFINITIONS (Section V), Paragraph a. of the definition of "insured contract" is amended so that it does not include that por- tion of the contract for a lease of premises that indemnifies any person or organization for damage to premises while rented to you, or temporarily occupied by you with permis- sion of the owner, caused by: a. Fire; b. Explosion; c. Lightning; d. Smoke resulting from such fire, explosion, or lightning; or N COVERAGE A. BODILY INJURY AND PROPERTY DAMAGE LIABILITY (Section (— Coverages) is excluded by endorsement. C. BLANKET WAIVER OFSUBROGATION We waive any right of recovery we may have against any person or organization because of payments we make for injury or damage arising out of premises owned or occupied by or rented or loaned to you; ongoing operations performed by you or on your behalf, done under a contract with that person or organization; "your work"; or "your products". We waive this right where you have agreed to do so as part of a written contract, executed by you prior to loss. D. BLANKET ADDITIONAL INSURED — MANAG- ERS OR LESSORS OF PREMISES WHO IS AN INSURED (Section IQ is amended to include as an insured any person or organization (referred to below as "additional insured") with whom you have agreed in a written contract, exe- cuted prior to loss, to name as an additional in- sured, but only with respect to liability arising out of the ownership, maintenance or use of that part of any premises leased to you, subject to the fol- lowing provisions: 1. Limits of Insurance. The limits of insurance afforded to the additional insured shall be the limits which you agreed to provide, or the lim- its shown on the Declarations, whichever is less. 2. The insurance afforded to the additional in- sured does not apply to: a. Any "occurrence" that takes place after you cease to be a tenant in that premises; b. Any premises for which coverage is ex- cluded by endorsement; or c. Structural alterations, new construction or demolition operations performed by or on behalf of such additional insured. 3. The insurance afforded to the additional in- sured is excess over any valid and collectible insurance available to such additional in- sured, unless you have agreed in a written contract for this insurance to apply on a pri- mary or contributory basis. E. BLANKET ADDITIONAL INSURED — LESSOR OF LEASED EQUIPMENT e. Water. WHO IS AN INSURED (Section IQ is amended to 5. This Provision B. does not apply if coverage include as an insured any person or organization for Damage To Premises Rented To You of (referred to below as "additional insured") with Page 2 of 5 Copyright, The Travelers Indemnity Company, 2003 CG D1 861103 K 11 whom you have agreed in a written contract, exe- cuted prior to loss, to name as an additional in- sured, but only with respect to their liability arising out of the maintenance, operation or use by you of equipment leased to you by such additional -in- sured, subject to the following provisions: I 1. Limits of Insurance. The limits of insurance afforded to the additional insured shall be the limits which you agreed to provide, or the lim- its shown on the Declarations, whichever is less. 2. The insurance afforded to the additional in- sured does not apply to: a. Any "occurrence" that takes place after the equipment lease expires; or b. "Bodily injury" or "property damage" aris- ing out of the sole negligence of such ad- ditional insured. N COMMERCIAL GENERAL LIABILITY for which no remuneration is demanded or received. 3. Paragraph 2.a.(1)(d) of WHO IS AN IN- SURED (Section 11) does not apply to any registered nurse, licensed practical nurse, emergency medical technician or paramedic employed by you, but only while performing the services described in paragraph 2. above and while acting within the scope of their em- ployment by you. Any "employees" rendering "Good Samaritan services" will be deemed to be acting within the scope of their employ- ment by you. 4. 3. The insurance afforded to the additional in- sured is excess over any valid and collectible insurance available to such additional in- sured, unless you have agreed in a written 5. contract for this insurance to apply on a pri- mary or contributory basis. F. INCIDENTAL MEDICAL MALPRACTICE 1. The definition of "bodily injury" in DEFINI- TIONS (Section V) is amended to include "In- cidental Medical Malpractice Injury". 2. The following definition is added to DEFINI- TIONS (Section V): The following exclusion is added to paragraph 2. Exclusions of COVERAGE A. — BODILY INJURY AND PROPERTY DAMAGE LIABIL- ITY (Section I — Coverages): (This insurance does not apply to:) Liability arising out of the willful violation of a penal statute or ordinance relating to the sale of pharmaceuticals by or with the knowledge or consent of the insured. For the purposes of determining the applica- ble limits of insurance, any act or omission, together with all related acts or omissions in the furnishing of the services described in paragraph 2. above to any one person, will be considered one "occurrence". 6. This Provision F. does not apply if you are in the business or occupation of providing any of the services described in paragraph 2. above. "Incidental medical malpractice injury" means 7. bodily injury, mental anguish, sickness or dis- ease sustained by a person, including death resulting from any of these at any time, aris- ing out of the rendering of, or failure to ren- der, the following services: a. Medical, surgical, dental, laboratory, x-ray or nursing service or treatment, advice or instruction, or the related furnishing of food or beverages; b. The furnishing or dispensing of drugs or medical, dental, or surgical supplies or appliances; or c. First aid. d. "Good Samaritan services". As used in this Provision F., "Good Samaritan ser- vices" are those medical services ren- dered or provided in an emergency and The insurance provided by this Provision F. shall be excess over any other valid and col- lectible insurance available to the insured, whether primary, excess, contingent or on any other basis, except for insurance pur- chased specifically by you to be excess of this policy. G. PERSONAL INJURY — ASSUMED BY CON- TRACT 1. The Contractual Liability Exclusion in Part 2., Exclusions of COVERAGE B. PER- SONAL AND ADVERTISING INJURY LIABIL- ITY (Section I — Coverages) is deleted and replaced by the following: (This insurance does not apply to:) Contractual Liability "Advertising injury" for which the insured has assumed liability in a contract or agreement. This exclusion does not apply to liability for CG D1 86 11 03 Copyright, The Travelers Indemnity Company, 2003 Page 3 of 5 r) COMMERCIAL GENERAL LIABILITY THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. BLANKET ADDITIONAL INSURED - OWNERS, LESSEES OR CONTRACTORS This endorsement modifies insurance provided under the following: COMMERCIAL GENERAL LIABILITY COVERAGE PART PROVISIONS: 1. WHO IS AN INSURED (SECTION II) is amended to include as an insured any person or organiza- tion (called hereafter "additional insured') whom you have agreed in a written contract, executed prior to loss, to name as additional insured, but only with respect to liability arising out of "your work" or your ongoing operations for that addi- tional insured performed by you or for you. 2. With respect to the insurance afforded to Addi- tional Insureds the following conditions apply: a. Limits of Insurance — The following limits of liability apply: 1. The limits which you agreed to provide; or 2. The limits shown on the declarations, whichever is less. b. This insurance is excess over any valid and collectible insurance unless you have agreed in a written contract for this insurance to apply on a primary or contributory basis. 3. This insurance does not apply: a. on any basis to any person or organization for whom you have purchased an Owners and Contractors Protective policy. b. to "bodily injury," "property damage;' "per- sonal injury," or "advertising injury" arising out of the rendering of or the failure to render any professional services by or for you, in- cluding: 1. The preparing, approving or failing to prepare or approve maps, drawings, opinions, reports, surveys, change or- ders, designs or specifications; and 2. Supervisory, inspection or engineering services. CG D1 05 04 94 Copyright, The Travelers Indemnity Company, 1994. Page 1 of 1 Includes Copyrighted Material from Insurance Services Office, Inc.