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HomeMy WebLinkAboutMDG ASSOCIATES 3 - 2014N -2014 -114 INSURANCE ON FILE WORK MAY PROCEED UNTIL INSURANCE EXPIRES G_ /-57 .., CONSULTANT AGREEMENT CLERK OF COUNCIL INCORPORATING COMMUNITY DEVELOPMENT DATE ?. 0: c t� C4i pub � 1 2014 BLOCK GRANT REQUIREMENTS C li� THIS AGREEMENT, made and entered into this N day of,Ju ,'2014 by and between MDG Associates, Inc., a California corporation (hereinafter "Consultant' ), and the City of Santa Ana, a charter city and municipal corporation organized and existing under the Constitution and laws of the State of California ( "City "). RECITALS A. The City desires to retain a consultant having special skill and knowledge in the field of technical consulting services for federal grant programs and the preparation of the Consolidated Annual Performance Evaluation Report (CAPER). B. The City, as an entitlement recipient and grantee of the United States Department of Housing and Urban Development ( "HUD ") Community Development Block Grant ( "CDBG ") Program, desires to enter this Agreement with the Consultant for the expenditure of CDBG funds in accordance with Title 24, Part 570 of Code of Federal Regulations 24 CFR 570.000, et seq. ( "CDBG Regs "). C. Consultant represents that Consultant is not listed as debarred, is able and willing to provide such services to the City, and will comply with the CDBG Regs. D. In undertaking the performance of this Agreement, Consultant represents that it is knowledgeable in its field and that any services performed by Consultant under this Agreement will be performed in compliance with such standards as may reasonably be expected from a professional consulting firm in the field. NOW THEREFORE, in consideration of the mutual and respective promises, and subject to the terms and conditions hereinafter set forth, the parties agree as follows: 1. SCOPE OF SERVICES Pursuant to this Agreement, MDG Associates, Inc. will prepare the Consolidated Annual Performance Evaluation Report (CAPER) for the 2013 -14 Program Year. (See Proposal dated August 24, 2014, attached hereto and incorporated herein as Exhibit A). 2. COMPENSATION a. The total sum to be expended under this Agreement shall not exceed Seven Thousand Dollars ($7,000.00) during the Term of this Agreement. 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 which fails to meet the standards of performance set forth in the Recitals which may reasonably be expected by City. 3. TERM This Agreement shall commence on the date first written above and terminate on December 31, 2014, unless terminated earlier in accordance with Section 9, below. The Tenn of this Agreement may be extended by a writing executed by the City Manager and the City Attorney. 4. INDEPENDENT CONTRACTOR Consultant shall, during the entire tern 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 Consultant performs the services which are the subject matter of this Agreement; however, the services to be provided by Consultant shall be provided in a manner consistent with all applicable standards and regulations governing such services. Consultant shall pay all salaries and wages, employer's social security taxes, unemployment insurance and similar taxes relating to employees and shall be responsible for all applicable withholding taxes. 5. INSURANCE Prior to undertaking performance of work under this Agreement, Consultant shall maintain and shall require its subcontractors, if any, to obtain and maintain insurance as described below: a. Commercial General Liability Insurance. Consultant shall maintain commercial general liability insurance naming the City, its officers, agents, volunteers, and employees 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 Consultant'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. Consultant shall supply City with a fully executed additional insured endorsement in substantially the form attached hereto as Exhibit B upon execution of this Agreement and shall be approved in form by the City Attorney. 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 provisions of Section 3300 of the Labor Code, Consultant, if Consultant has any employees, is required to be insured against liability for worker's compensation or to undertake self - insurance. Prior to commencing the performance of the work under this Agreement, Consultant agrees to obtain and maintain any employer's liability insurance with limits not less than $1,000,000 per accident. d. If Consultant 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. e. The following requirements apply to the insurance to be provided by Consultant pursuant to this section: (i) Consultant shall maintain all insurance required above in full force and effect for the entire period covered by this Agreement. (ii) Certificates of insurance shall be furnished to the City upon execution of this Agreement and shall be approved in form by the City Attorney. (iii) Certificates and policies shall state that the policies shall not be cancelled or reduced in coverage or changed in any other material aspect without thirty (3 0) days prior written notice to the City. f. If Consultant fails or refuses to produce or maintain the insurance required by this section or fails or refuses to fiumish 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 forthwith terminate this Agreement. Such termination shall not effect Consultant's right to be paid for its time and materials expended prior to notification of termination. Consultant waives the right to receive compensation and agrees to indemnify the City for any work performed prior to approval of insurance by the City. 6. INDEMNIFICATION Consultant agrees to and shall indemnify 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 health, and claims for property damage, which may arise from the direct or indirect operations of the Consultant or its contractors, 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 Consultant 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 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. 7. CONSULTANT'S OBLIGATIONS A. No Conflict. To the best of Consultant's knowledge, Consultant's execution, delivery and performance of its obligations under this Agreement will not constitute a default or a breach under any contract, agreement or order to which Consultant is a party or by which it is bound. B. No Bankruptcy. Consultant is not the subject of any current or threatened bankruptcy proceeding. C. No Pending Legal Proceedings /Debarment. Consultant is not the subject of a current or threatened litigation that would or may materially affect Consultant's performance under this Agreement. Consultant further acknowledges that it is not on the list of debarred contractors. D. No Pending Investigation. Consultant is not aware that it is the subject of any current or threatened criminal or civil action investigation by any public agency, including without limitation a police agency or prosecuting authority, that would relate to affect performance of the Agreement or provision of services hereunder. E. Licensing. Consultant agrees to obtain and maintain all required licenses, registrations, accreditation and inspections from all agencies governing its operations. Consultant shall ensure that its staff shall also obtain and maintain all required licenses, registrations, accreditation and inspections from all agencies governing Consultant's operations hereunder. F. Audit Report Requirements. Consultant agrees that if Consultant expends Five Hundred Thousand Dollars ($500,000.00) or more in federal funds, Consultant shall have an annual audit conducted by a certified public accountant in accordance with the standards as set forth and published by the United States Office of Management and Budget. Consultant shall provide City with a copy of said audit by October 1 of the year following the program year in which this Agreement is executed, if applicable. G. Record Keeping/Reporting. Consultant shall keep and maintain complete and adequate records and reports to assist City in meeting and maintaining its record keeping responsibilities under Title 24, Part 570 of Code of Federal Regulations 24 CFR 570.000, et seq. H. Access to Records. City and the United State Govermnent and /or their representatives shall have access for purposes of monitoring, auditing, and examining Consultant's activities and performance, to books, documents and papers, and the right to examine records of Consultant's subcontractors, bookkeepers and accountants, employees and participants in regard to said program. City and the United States Government and /or their representatives shall also schedule on -site monitoring at their discretion. Monitoring activities may also include, but are not limited to, questioning employees and participants in said program and entering any premises or any site in which any of the services or activities funded hereunder are conducted or in which any of the records of Consultant are kept. Nothing herein shall be construed to require access to any privileged or confidential information as set forth in federal or state law. 11 I. Location of Records/Required Length of Record Keeping. All accounting records, reports, and evidence pertaining to all costs, expenses and the funds received by Consultant and all documents related to this Agreement shall be maintained and kept available at Consultant's office or place of business for the duration of the Agreement and thereafter for five (5) years after completion of an audit in conformity with the CDBG Regs. Records which relate to (a) complaints, claims, administrative proceedings or litigation arising out of the performance of this Agreement, or (b) costs and expenses of this Agreement to which City or any other governmental agency takes exception, shall be retained beyond the four (4) years until complete resolution or disposition of such appeals, litigation claims, or exceptions. In the event Consultant does not make the above - referenced documents available within the City of Santa Ana, California, Consultant agrees to pay all necessary and reasonable expenses incurred by City in conducting any audit at the location where said records and books of account are maintained. J. Confidentiality. Without prejudice to any other provisions of this Agreement, Consultant shall, where applicable, maintain the confidential nature of information provided to it concerning participants in accordance with the requirements of federal and state law. However, Consultant shall submit to City and or HUD or its representatives, all records requested, including audit, examinations, monitoring and verifications of reports submitted by Consultant, costs incurred and services rendered hereunder. K. Lobbying. Consultant certifies that it will comply with federal law (31 U.S.C. 1352) and regulations found at 24 CFR Part 87, which provide that no appropriated funds may be expended by the recipient of a federal contract, grant, loan or cooperative agreement to pay any person for influencing or attempting to influence an officer or employee of any agency, Member of Congress, or an officer or employee of a Member of Congress in connection with awarding of any federal contract, the making of any federal grant or loan, entering into any cooperative agreement and the extension, renewal, amendment or modification of any federal contract, grant, loan or cooperative agreement. If any funds other than Federal appropriated funds have been paid or will be paid to any person for influencing or attempting 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 this Federal contract, grant, loan, or cooperative agreement, the undersigned shall complete and submit a "Disclosure Form to Report Lobbying," in accordance with its instructions. L. Financial Interest. Consultant agrees that except for the use of funds to pay salaries and other related administrative or personnel costs, no persons who exercise or have exercised any function with respect to activities assisted under the terms of this Agreement, or who are in a position to participate in a decision - making process or gain inside information with regard to such activities, may obtain a financial interest or benefit from a City- assisted activity of Consultant, either for themselves or those with whom they have family or business ties, during their tenure or for one year thereafter. This prohibition applies to any person who is an agent, employee, consultant, officer, or elected or appointed official of City, or of any designated public agency, or the Consultant. 5 M. Drug Free Workplace. Consultant certifies that it has established the following drug - free workplace policy: 1. The unlawful manufacture, distribution, dispensing, possession or use of a controlled substance is prohibited in the workplace for any employee involved in a federally faded program. 2. As an employee working in conjunction with a federally funded program, the employees of Consultant will be required to: a) Abide by the terms above in statement 1. b) Notify appropriate officials of Consultant and City officials of any criminal drug statute conviction for a violation occurring in the workplace not later than five days after such conviction. 3. The City and the United State Department of Housing and Urban Development will be notified within ten days after receiving notice of any such violation. 4. Within 30 days of receiving such notice, appropriate personnel action will be taken against such employee, up to and including termination. Each such employee shall be required to participate satisfactorily in a drug abuse assistance or rehabilitation program approved for such purposes by a federal, state or local health, law enforcement, or other appropriate agency. N. Nondiscrimination. Consultant agrees that no person on the ground of race, age, color, national origin, disability, religion or sex will be excluded from participation in, be denied the benefits of, or be subjected to discrimination under any program or activity funded in whole or in part with funds received pursuant to this Agreement. Consultant affirms that it is an equal opportunity employer and shall comply with all applicable federal, state and local laws and regulations. O. Conflict of Interest. Consultant covenants that it presently has no interests and shall not have interests, direct or indirect, which would conflict in any manner with performance of services specified under this Agreement. Further, any conflict or potential conflict of interest of any employee /officer of Consultant shall be fully disclosed in writing prior to the execution of this Agreement and said writing shall be attached and deemed fully incorporated as a part hereof. Notice shall be sent by Consultant to City regarding any changes or modifications to its board of directors and list of officers. P. Prohibition of Nepotism. Consultant agrees not to hire or permit the hiring of any person to fill a position funded through this Agreement if a member of that person's immediate family is employed in an administrative capacity by Consultant. For the purposes of this section, the term "immediate family" means spouse, child, mother, father, brother, sister, brother -in -law, C sister -in -law, father -in -law, mother -in -law, son -in -law, daughter -in -law, aunt, uncle, niece, nephew, stepparent and stepchild. The term "administrative capacity" means having selection, hiring, supervisor or management responsibilities. 8. ASSIGNABILITY None of the duties of, or work to be performed by, Consultant under this Agreement shall be subcontracted or assigned to any agency, consultant, or person without the prior written consent of City. Consultant must submit all subcontracts and other agreements that relate to this Agreement to City. No subcontract or assignment shall terminate or alter the legal obligations of Consultant pursuant to this Agreement. 9. TERMINATION A. This Agreement may be terminated on thirty (30) days' written notice by either party. In the event of such termination, Consultant shall only be entitled to reimbursement for approved expenses incurred to the effective date of termination. B. This Agreement may be suspended or terminated by City upon five (5) days' written notice for violation by Consultant of Federal Laws governing the use of Community Development Block Grant Funds. In the event of such suspension or termination, Consultant shall only be entitled to reimbursement for approved expenses incurred up to the effective date of suspension or termination. C. Pursuant to 24 CFR 85.43, in the event Consultant defaults by failing to fulfill all or any of its obligations hereunder, City may declare a default and termination of this Agreement by written notice to Consultant, which default and termination shall be effective on a date stated in the notice which is to be not less than ten (10) days after certified mailing or personal service of such notice, unless such default is cured before the effective date of termination stated in such notice. If terminated for cause, City shall be relieved of further liability or responsibility under this Agreement, or as a result of the termination thereof, including the payment of money, except for payment for approved expenses incurred for services satisfactorily and timely performed prior to the mailing or service of the notice of termination, and except for reimbursement of (1) any payments made for services not subsequently performed in a timely and satisfactory manner, and (2) costs incurred by City in obtaining substitute performance. D. The grant of funds under this Agreement may be terminated for convenience in accordance with 24 CFR 85.44. 10. VENUE /JURISDICTION 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 7 agree that Orange County, California, shall be the venue for any action or proceeding that may be brought or arise out of, in connection with or by reason of this Agreement. 11. VALIDITY The invalidity in whole or in part of any provision of this Agreement shall not void or affect the validity of any other provision of this Agreement. 12. 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 facsimile 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, California 92702 -1988 Facsimile (714) 647 -6956 With courtesy copies to: Community Development Agency City of Santa Ana 20 Civic Center Plaza (M -25) P.O. Box 1988 Santa Ana, California 92702 -1988 Facsimile (714) 647 -6549 City Attorney City of Santa Ana 20 Civic Center Plaza (M -29) P.O. Box 1988 Santa Ana, California 92702 Facsimile (714) 647 -6515 To Consultant: MDG Associates, Inc. 10722 Arrow Route, Suite 822 Rancho Cucamonga, California 91730 Phone: (909) 476 -9696 Facsimile: (909) 476 -6086 13. MISCELLANEOUS PROVISIONS a. Each undersigned represents and warrants that its signature hereinbelow has the power, authority and right to bind their respective parties to each of the terms of this Agreement, and shall indemnify Agency fully, including reasonable costs and attorney's fees, for any injuries or damages to Agency in the event that such authority or power is not, in fact, held by the signatory or is withdrawn. b. All Exhibits referenced herein and attached hereto shall be incorporated as if fully set forth in the body of this Agreement. c. No delay or omission by either party hereto to exercise any right or power accruing upon any noncompliance or default by the other party with respect to any of the terms of this Agreement shall impair any such right or power or be construed to be a waiver thereof. A waiver by either of the parties hereto of any of the covenants, conditions, or agreements to be performed by the other shall not be construed to be a waiver of any succeeding breach thereof or of any other covenant, condition or agreement herein contained. IN WITNESS WHEREOF, the parties hereto have executed this Agreement the date and year first above written. ATTEST: l �e� � MARIA D. I-IUIZAR City Clerk APPROVED AS TO FORM: SONIA R. CARVALHO City Attorney 7 By C/ At6l�te c' Lisa Storck Assistant City Attorney 10 CITY OF SANTA ANA v' DAVID CAVAZOS City Manager CONSULTANT MDG Associates, Inc. Lo President Tax ID# © I- Ms. Terri Eggers Senior Community Development Analyst Community Development Agency City of Santa Ana 20 Civic Center Plaza Santa Ana, CA 92701 Subject: Proposal for the Development of the Consolidated Annual Performance and Evaluation Report (CAPER) Program Year 2013-2014 Dear Ms. Eggers: MDG Associates, Inc, (MDG) is pleased to submit a proposal to provide consultant services to assist the City in the preparation of the Consolidated Annual Performance Evaluation Report (CAPER) for the 2013-2014 Program Year. MDG, along with its affiliate (LDM Associates, Inc.). has been providing high-quality services to municipal agencies and private clients for years. Such services include the preparation of numerous CAPERS. Our consulting team is comprised of highly qualified professional staff with expertise in the preparation of CAPERS, We have provided herewith a Statement of Qualifications for reference, MDG proposes to complete the preparation of the CAPER for a fixed tee of $7,000, In order to complete the CA-PER, MDG will require staff fi-om the various implementing Departments to provide programmatic and financial as well as a summary of their accomplishments for the 20134 2014 PY for each activity and program funded.. If you have any questions regarding this matter, please do not hesitate to call me at your convenience. Enclosure: Proposal '0722 A"! ow Route % so! te 8-1 R'm(:nu CuCaMOIIP a - Ca I I Mrni a 91710 N�� 909) 4% 9696 - Fax (9091 1-6-0086 A. STATEMENT OF QUALIFICATIONS MDG Associates Inc. and its affiliate LDM Associates, Inc., were established in 1987 and have undergone a steady growth since its inception. MDG is a corporation registered in the State of California. MDG is registered MBE and DBE.,NfDG Associates, Inc. is comprised ofindividuals with a wide variety of expertise including the services specifically requested by the City. Currently, MDG has 32 staff members. Eight (8) of the staff members are knowledgeable and experienced in the development of Consolidated Phur documents such as the Five-Year Consolidated Plan, Annual Action Plan and Consolidated Annual Performance and Evaluation Report (CAPER). As CDBG, HOME and ESG program management consultants, MDG provides assistance with the day-to-day administration of the programs, including the preparation of Five-Year Consolidated Plans, One-Year Action Plans and CAPERs as well as the monitoring of capital improvement projects for compliance with the Davis-Bacon Act requirements, administering sub-recipient contracts, and coordination with the City's assigned HUD representative. MDG staff maintains an excellent relationship with the local HUD office as well as at the headquarters level (Washington D.C.). Staff is currently providing technical assistance to grantees throughout the country on behalf of HUD Headquarters through the OneCPD Program. This technical assistance is provided to states, counties, cities and other HUD funded grantees in conjunction with the CDBG, HOME, ESG, and NSP programs as well as the respective reporting programs such as Integrated Disbursement Information System (IDIS) and Disaster Recovery Grant Reporting (DRGR) programs. The OneCPD Technical Assistance effort includes providing technical assistance to the Commonwealth of Puerto Rico in response to a Presidential Task Force assessment of their CDBG, HOME and NSP programs. Technical assistance for Puerto Rico has included the preparation of Policy and Procedure Guidelines; providing on -site training on the implementation of the program guidelines and their respective programs; providing on-site training to the staff that is responsible for the monitoring of the programs; and training on the use of the HUD required reporting program Disaster Recovery Grant Reporting (DRGR), The Policv and Procedure Guidelines and training materials have been developed in both English and in Spanish with the actual running being conducted in Spanish. In addition, NIDG staff members have been working with HUD Headquarters as trainers and beta testers to recent updates of their IDIS and DRGR reporting systems (including the new IDIS system, eCon Planning Suite, and DRGR systems) that was released during the 2012 Program Year. Two (2) of our staff members are trainers for HUD on the use of the eCon Planning Suite and CPD Maps. Related Experience Currently, MEG along with its affiliate (LDM Associates, Inc.) provides CDBG, HOME, ESG, NSP and CaIHOME administration assistance to 15 cities with funds totaling approximately $26.3 million, For most of these cities, out scope of services is to perform the overall administration and implementation of these programs including the preparation of Five-Year Consolidated Plans, Action Plans, CAPERS, contract management, financial management, monitoring, Davis -Bacon Compliance, inputting performance and financial data into IDIS and DRGR, and other program requirements. We are currently under contract with die Cities of Claremont, Compton, Corona, El Monte, Fontana, Hesperia, Irvine, Lawridale, Lynwood, Newport Beach, Palmdale, Paramount, Rialto, Redlands, Upland, and Walnut to administer or assist in the administration of their CDBG, HOME and/or ESG Programs. Twelve (12) of these Cities are entitlement cities with HUD. Additionally, in recent years we have been under contract in the Cities of Hawthorne and Riverside to assist City staff on specific tasks such as IDIS input, project monitoring, Davis-Bacon Monitoring, preparation of Consolidated Plan/Action Plan, and preparation of Consolidated Annual Performance and Evaluation Report (CAPER). Additionally, our firm was recently contracted by the City of Compton and County of Santa Barbara to assist in their CDBG and HOME Programs in an effort to correct major findings recently issued by HUD. MDG has prepared approximately 35 Consolidated Plans and 25 Analysis of Impediments to Fair Housing Choice (Als), of which 12 Consolidated Plans and 8 Als were prepared during the last cycle. In addition, MDG has prepared more than 200 Action Plans and CAPERS throughout multiple Consolidated Plan cycles. M121am The members of our consulting group proposed to provide consulting services in the preparation of the City of Santa Ana's 2013-2014 CAPER include Rudy Muiloz, President; Diane Corto, Manager; and Daniel Perez, Associate. Ms. Cotto will be the lead consultant and Project Manager assigned to the City and will be primarily responsible for the development of the CAPER. In addition, Mr. Perez will assist with the preparation of the document. The following is a statement on each of the aforementioned key staff members proposed under this contract. Rudy Mufloz, President - Rudy Xfunoz has been providing community development consulting services to municipal agencies since 1986. With more than 28 years of experience in the community development field, including grants management of federal, county, and local grants including those offered by the U.S. Department of Housing and Urban Development, IN-U. Mudoz assists municipalities with all aspects of Community Development Block Grant (CDBG), HOME Investment Partnership (HONME), Neighborhood Stabilization Program (NSP) and Emergency Solutions Grant (ESG) management Mr. Munoz focuses on strategic planning and technical assistance and training along with the development of implementation tools to facilitate the management of programs, developing toots and conducting training for HUD grantees and in the development of policies and procedures for programs (HOME, CDBG, NSP) and activities funded under these programs (Housing Rehabilitation, Commercial Rehabilitation and Homebuyer Programs). His work in grants planning includes 36 Consolidated Plans, over 200 Action Plans and CAPER!s, and 12 Analysis of Impedimenrs to Fait Housing Choice, Mr, Munoz is a Certified HOME Specialist and is a national technical assistance provider through HUD's OncCPD initiative, Through this initiative, Mr. Muftoz provides Technical Assistance and training to grantees throughout the country in CDBG, HOME, NSP and cross cutting elements of the CPD programs. 2Nfr. Munoz is currently provides training on behalf of HUD on the use of the e-Con Planning Suite, CPD Maps, the DRGR system and the Basically CDBG training at the national level. In addition, he is currently a part of the CmcCPD Policy and Procedure Workgroup established by HUD to gather information and establish, a system to assist grantees in the development of policies and procedures, Mr. Mufioz was recently selected as part of a special assignment through the Presidential Task Force to provide training and technical assistance to the Commonwealth of Puerto Rico in Spanish. Prior to joining MDG, Mr, Mufioz worked for a number of municipalities in Southern California in the Community Development field overseeing Planning, Code Enforcement, Grants Management, and Building Departments. Clint Whited, Vice President - Clint Whited joined MDG Associates in 2006 and currently serves as Vice President of Grants Management. With more than 10 years of experience in the planning and implementation of federal grants including those offered by the U.S. Department of Housing and Urban. Development — Office of Community Planning and Development, Mr. Whited assists municipalities with all aspects of Community Development Block Grant (CDBG), HOME Investment Partnerships (HOME), and Neighborhood Stabilization Program (NSP) management. .Mr. Whited focuses on strategic community investment in affordable housing, development of infrastructure and coordinating the supportive services necessary to achieve local goals and to affirmatively further fair housing choice. fie is currently a technical assistance provider to HUD through the OneCPD Program and it part of HUD's Ask-a-Question (UkQ) helpdesk team on the HOME and CDBG Programs. His work also includes the development of twelve (12) Consolidated Plans, eight (8) Analysis of Impediments to Fair Housing Choice and numerous program policy and procedure documents to facilitate the implementation of the housing and community development projects resulting from these plans. He is currently assisting multiple cities in the management and implementation of CPD programs, Mr. Whited is a Certified HOME Specialist (Regulations) and is a national technical assistance provider through HUD's OneCPD technical assistance initiative, Mr. Whited received a Bachelor of Science in Public Policy and Management from the University of Southern California's School of Policy, Planning and Development, with an emphasis on organizational management and public sector accounting. Diane Cotto, Manager - Diane Cotto joined MDG Associates, Inc. in 2005 and currently serves as a Manager on the Housing and Community Development team. Ms. Cotto has more than 15 years of experience in the planning and implementation of federal grants including those offered by the U.S. Department of Housing and Urban Development — Office of Community Planning and Development. Ms. Cotto' grants management experience includes federally- and County-funded Community Development Block Grant (CDBG) Programs, administration of housing and commercial rehabilitation programs and the oversight other state and federal grants. Ms. Lotto's capabilities include knowledge of federal and state grant guidelines, grant application requirements, as well as the ability to administer and manage grants. She has worked on both sides of the CDBG program to include oversight as a County staff member overseeing Urban County grantees, working with Urban County grantees reporting to the County and working for entitlement grantees working directly with HUD. Ms. Cotto's primary focus is on the day-to-day administration of the CDBG, HOME and ESG programs for a number of Cities, development of Action Plans, sub - recipient (public service) management and monitoring, labor standards enforcement, compliance with federal reporting requirements including the Consolidated Annual Performance and Evaluation Report (CAPER), and all other aspects of program administration, implementation and compliance. Ms. Cotto has worked with multiple cities in the administration of their programs. Prior to her career in the private sector, Ms. Luis held the position of Development Specialist and Program Specialist for the Community Development Commission of the County of Los Angeles. Ms. Cotta is HOME Certified. Ms. Cotto received a Bachelor of Science from Utah State University in Physical Education and a Master's of Science from California State University, Los Angeles in Public Administration. Daniel Perez, Associate — Mr. Daniel Perez joined MDG Associates, Inc. in 2411 and currently serves as an Associate on the Housing and Community Development team, With more than five (5) years of experience in the planning and implementation of federal grants including those offered by die U.S. Department of Housing and Urban Development (HUD), Mr. Perez assists municipalities with all aspects of Community Development Block Grant (CDBG) and some Emergency Solutions Grant (ESG) program administration and implementation. Mr. Perez focuses on the day-to-day aspects of federal grant program administration and compliance, including Consolidated Plan and Action Plan development and management, labor standards enforcement, subrecipient management, monitoring, and capacity building, compliance with federal reporting requirements including the Consolidated Annual Performance and Evaluation Report (CAPER), and all other aspects of program administration, implementation and compliance, Mr. Perez is also a HUD 0neCPD Technical Assistance Provider, and provides technical assistance for a number of CDBG grantees in the CPD crosscutting areas. Mr. Perez received a Bachelor of Science from University of California, Irvine in Business Economics C. BUDGET PROPOSAL MDG proposes to complete the Consolidated Annual Performance and Evaluation Report (CAPER) based on the schedule provided by the City of Santa Ana for Program Year 20133-2014 for a fixed price of $7,000. A� R °® CERTIFICATE OF LIABILITY INSURANCE 7�25�20 4W' 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 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 NAME: Li Zette Bargas Amorelli Rosemann & Associates Insurance PHONE (909)987 -7600 FAX (909) 9B7-7656 AC o: 3333 E Coneours St EMAIL DDRE ,lizetteb @arainsurance.com INSURERS AFFORDING COVERAGE NAIC0 Building 9 -.200 INSURERA:State Comp. Insurance Fund 35076 Ontario CA 91764 INSURED INSURER B INSURER C: Mdg Associates, Inc. INSURER D: TO RENTF7-- DAMAGE PREMISES Eeeccu ence 10722 Arrow Route Ste 822 INSURER E: CLAIMS -MADE OCCUR INSURER F: Rancho Cucamonga CA 91730 COVERAGES CERTIFICATE NUMBER:CL145109116 REVISION NUMBER: THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED, NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. LTR TYPE OF INSURANCE ADDLE BR POLICYNUMBER MMLIpY� MOIDDIYYY LIMITS GENERAL LIABILITY ._;rye• i ' �� G7 Cerda /MAIiICE "n Maricela EACH OCCURRENCE $ COMMERCIAL GENERAL LIABILITY TO RENTF7-- DAMAGE PREMISES Eeeccu ence $ CLAIMS -MADE OCCUR MED EXP(Any one person) $ PERSONAL B ADV INJURY $ GENERAL AGGREGATE $ GENL AGGREGATE LIMIT APPLIES PER: PRODUCTS - COMP/OP AGO $ POLICY PRO .7 LOC $ AUTOMOBILE LIABILITY COMBINED SINGLE LIMIT Re accident BODILY INJURY (Per person) $ ANY AUTO ALLOWNE❑ SCHEDULED AUTOS BODILY INJURY (Per accldent) $ PROPERTY DAMAGE Peraccidet $ NON -OWNED HIRED AUTOS AUTOS UMBRELLA LIAB OCCUR EACH OCCURRENCE $ AGGREGATE $ EXCESS LIAB CLAIMS -MADE DED RETENTION $ A WORKERS COMPENSATION AND EMPLOYERS LIABILITY ANY PROPRIETORIPARTNERIEXECUTIVE 0 X WCSTATT ER E.L. EACH ACCIDENT $ 11000,000 OFFIGERIMEMBER EXCLUDED9 (Mandatory In NH) NIA 1980750 -14 7/1/2014 7/1/2015 E.L. DISEASE -EA EMPLOYE $ 1,000,000 r yes, SORPTION under DESCRIPTION OF OPERATIONS below E.L. DISEAGE POLICV LIMIT $ 1,000,000 PP12 DESCRIPTION OF OPERATIONS I LOCATIONS I VEHICLES (Attach ACORD 101, Additional Remarks Schedule, if more ace PROOF OF INSURANCE FOR CERTIFICATE HOLDER. Plnudd� 3ose Sando oAssistant City Attorney CERTIFICATE HOLDER CANCELLATION ACORD 25 (2010/05) INS025 oninnSl n1 ©1988 -2010 ACORD CORPORATION. All rights reserved. The ArnRn n.mc and Inns am rcniefnrnfl mark. of ernRn SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. CITY OF SANTA ANA ATTN: TERRI EGGERS, SENIOR MNGMT. ANALYST AUTHORIZED REPRESENTATIVE COMMUNITY DEVELOPMENT AGENCY 20 CIVIC CENTER PLAZA SANTA ANA, CA 92701 ._;rye• i ' �� G7 Cerda /MAIiICE "n Maricela ACORD 25 (2010/05) INS025 oninnSl n1 ©1988 -2010 ACORD CORPORATION. All rights reserved. The ArnRn n.mc and Inns am rcniefnrnfl mark. of ernRn ACOR/, CERTIFICATE OF LIABILITY INSURANCE 4M DATEIMMIDDM'VN) 06/25/2014 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 Mutual Insurance Agency CA License # 0574081 30 N. Marengo Ave Pasadena, CA 91101 CONTACT NAME: aC °No Ex, 626.795.9595 (AIC,Na1626.793.7864 ADDRESS: INSURER(S) AFFORDING COVERAGE NAIC# iNSURERA: American States Ins Co 19704 INSURED MDG Associates, Inc. 10722 Arrow Route, Suite 822 Rancho Cucamonga, CA 91730 INSURERS: 07101/2014 INSURER C: EACH OCCURREM1ICE INSURER D: PREMISES (Ea occurrence) INSURER E : MED EXP (Any one person) INSURER F: PERSONAL & ADV INJURY COVERAGES CERTIFICATE NUMBER: 2014 -2015 GL, Auto, Umb .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 CONTRACTOR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAYBE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. LTR TYPE OF INSURANCE INSR WVD POLICY NUMBER (MMIDDPlVYV) (MMID�rYYYY) LIMITS A GENERAL LIABILITY X COMMERCIAL GENERAL LIABILITY CLAIMS -MADE FX� OCCUR X. Sa to Ana, CA 92701 01CH0671480 07101/2014 07/01/2015 EACH OCCURREM1ICE $ 1,000,.000 PREMISES (Ea occurrence) $ 200,000 MED EXP (Any one person) $ 10,00 PERSONAL & ADV INJURY $ 1,000,000 GENERAL AGGREGATE $ 2,000.,000 GENT, AGGREGATE LIMIT APPLIES PER POLICY M PRO- JECT F7 LOC PRODUCTS - COMP/OP .AGG $ 2,000,000 $ A AUTOMOBILE LIABILITY ANY AUTO AUTOS NED AUTOS SCEDULED X HIREDAUTOS X AUTOSWNED OICI7007353 07/01/2014 07/01/2015 Ea eco7dent) $ 1,000,000 X BODILY INJURY (Per person) $ BODILY INJURY (Per accident) $ X (Per accident) o $ A UMBRELLALIAB EXCESS LIAB X OCCUR CLAIMS -MADE X 01XS1499179 07/0112014 07/01/2015 EACH OCCURRENCE $ 4,000,000 X AGGREGATE $ 4,000,000 DED I X I RETENTION $ 10, OO $ WORKERS COMPENSATION ANDEMPLOYERS`LIABILITY YIN ANY PROPRIETOR /PARTNER /EXECUTIVE❑ OFFICER/MEMBER EXCLUDED? (Mandatory In NH). DIf yes, describe under ESCRIPTION OF OPERATIONS below NIA n PP WCSI A I J- OTH- TORY LIMITS ER EACHACCIDENT _ - P DI ASE - POLICY LIMIT $ enior Assistant ose a Va City Attorney DESCRIPTION OF OPERATIONS I LOCATIONS I VEHICLES (Attach ACORD 101, Additional Remarks Schedule, If more apace Is re Jred) The City of Santa Ana, its officers, employees, agents and volunteers are named Additional Insured, but only as respects the Insureds Operations as it relates to their Signed Contract in regards to the CDBG Administration Consulting Services per Form CG8674 attached, Primary Insurance and Transfer of Rights of Recovery Against Others is included per Form CG0001 attached. CERTIFICATE HOLDER CANCELLATION ACORD 25 (2010 /05) O 1988 -2010 ACORD CORPORATION. All rights reserved, The ACORD name and logo are registered marks of ACORD SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN City of Santa Ana ACCORDANCE WITH THE POLICY PROVISIONS. Community Development Agency AUTHORIZED REPRESENTATIVE Attn: Terri Eggers, Senior Mgmt. Analyst 20 Civic Center Plaza % 1 Sa to Ana, CA 92701 Howard Wooton/TLL ACORD 25 (2010 /05) O 1988 -2010 ACORD CORPORATION. All rights reserved, The ACORD name and logo are registered marks of ACORD t j erty 1�txtas . S NSURA.NCE E r This endorsement modifies insurance provided under the following: The City of Santa Ana, its officers, employees, agents and volunteers Community Development Agency Attn: Terri Eggers, Senior Mgmt. Analyst 20 Civic Center Plaza Santa Ana, CA 92701 r M r Paragraph a. of 'SECTION I — COVERAGE A and COVERAGE S is replaced by the fallowing: a. We will pay those sums that the insured be- comes legally obligated to pay as damages because of "bodily injury" "property damage" or "personal injury and advertising injury" to which this insurance applies, We will have the right and duty to defend the in- sured against any "suit" seeking these dam- ages. Our duty to defend begins office you notify ,us of a "suit" as described in SEC - TION IV — COMMERCIAL GENERAL LI- ABILITY CONDITIONS, 2.15r However, we will have no duty to defend the insured against any "suit seeking damages for "bodily injury" "property damage ", or "personal injury or advertising injury" to which this insurance does not apply. We may, at our discretion, investigate any "occurrence" and settle any claim or "suit" that may result, But: (1) The amount we will pay for damages is limited as described in SECTION III 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 or settlements under COVERAGES A GG as 7412 07 or B or medical expenses under COV. ERAOE C. No other obligation or liability to pay sums or perform acts or services is covered unless ex- plicitly provided for under SUPPLEMENTARY PAYMENTS — COVERAGES A AND 11 The last paragraph of exclusion e, of SECTION 1 — COVERAGE A is replaced by the following: This exclusion does not apply to liability assumed by the insured under an "insured contract" ex- cept for that part of a contract or agreement that indemnifies any person or organization for their sole liability. WRONGFUL EVICTION The following exclusion is added to SECTION I -- COVERAGE S: Pagg 1 of S The wrongful eviction from, wrongful entry into, or invasion of the right of private occupancy of a room, dwelling or premises arising out of any: (1) "property damage" to the room, dwell- ing or promises; or (2) "bodily injury" sustained through occu- pancy of a room, dwelling or premises. ON GAGVJ 6-PRINT0014018M I-- E ADDITIONAL INSURED -. BY WRITTEN CON- TRACT, AGREEMENT OR PERMIT, OR SCHED- ULE The following paragraph is added to SECTION It — WHO IS AN INSURED: 4. Any person or organization shown in the Sched- ule or for whom you are required by written con- tract, agreement or permit to provide insurance is an insured, subject to the following additional provisions: a. The contract, agreement or permit must be in effect during the policy period shown in the Declarations, and must have been exe- cuted prior to the "bodily injury ", "property damage ", or "personal and advertising injury" b. The person or organization added as an in- sured by this endorsement is an insured only to the extent you are held liable due to: (1) The ownership, maintenance or use of that part of premises you own, rent, lease or occupy, subject to the following additional provisions: (a) This insurance does not apply to any "occurrence" which takes place after you cease to be a tenant in any premises leased to or rented to you; (b) This insurance does not apply to any structural alterations, new con- struction or demolition operations performed by or on behalf of the person or organization added as an insured; (2) Your ongoing operations for that in- sured, whether the work is performed by you or for you; (3) The maintenance, operation or use by you of equipment leased to you by such person or organization, subject to the following additional provisions: (a) This insurance does not apply to any "occurrence" which takes place after the equipment lease expires; (b) This insurance does not apply to "bodily injury„ or property damage" arising out of the sole negligence of such person or or- ganization; (4) Permits issued by any state or political subdivision with respect to operations performed by you or on your behalf, subject to the following additional pro- vision: This insurance does not apply to "bodily injury ", "property damage ", or "personal and advertising injury" arising out of operations performed for the state or municipality; c. The insurance with respect to any architect, engineer, or surveyor added as an insured by this endorsement 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, 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. d. This insurance does not apply to "bodily injury" or "property damage" included within the "products- completed operations hazard ". e. A person's or organization's status as an in- sured under this endorsement ends when your operations for that insured are corn- pleted. f. No coverage will be provided if, in the ab- sence of this endorsement, no liability would be imposed by law on you. Coverage shall be limited to the extent of your negligence or fault according to the applicable principles of comparative fault. . The defense of any claim or "suit" must be tendered as soon as practicable to all other insurers which potentially provide insurance for such claim or 'suit". h. The insurance provided will not exceed the lesser of: (1) The coverage and/or limits of this policy, or (2) The coverage and/or limits required by said contract agreement or permit. � ! Exclusion g. of SECTION I — COVERAGE A is re- -- - placed by the following: g� "Bodily injury" or "property damage,, arising out of the ownership, maintenance, use or entrustment to others of any aircraft, "auto" or watercraft owned or operated by or rented Pegg 2 of 5 C-AG4 6 -P RI NTMI -M 3&011 a -E or loaned to any insured. Use includes oper- ation and "loading or unloading". This exclusion applies even if the claims against any insured allege negligence or other wrongdoing in the supervision, hiring, employment, training or monitoring of others by that insured, if the "occurrence" which caused the "bodily injury" or "property damage" involved the ownership, mainte- nance, use or entrustment to others of any aircraft, "auto" or watercraft that is owned or operated by or rented or loaned to any in- sured. This exclusion does not apply to: (1) A watercraft while ashore on promises you own or rent; (2) A watercraft you do not own that is: (a) Less than 52 feet long; and (b) Not being used to carry persons or property for a charge; (3) Parking an "auto" on, or on the ways next to, premises you own or rent, pro- vided the "auto" is not owned by or rented or loaned to you or the insured; (4) Liability assumed under any "insured contract" for the ownership, mainte- nance or use of aircraft or watercraft; or (6) "Bodily injury" or "property damage" arising out of: (a) the operation of machinery or equipment that is attached to, or part of, a land vehicle that would qualify under the definition of "mobile equipment" if it were not subject to a compulsory or financial responsibility law or other motor ve- hicle insurance law in the state where it is licensed or principally garaged; or (b) the operation of any of the machin- ery or equipment listed in Paragraph f.(2) or f:(3) of the definition of "mobile equipment ". (6) An aircraft you do not own provided it is not operated by any insured. When Damage To Premises Rented To You Limit is shown in the Declarations, SECTION I — COVER - AGE A, exclusion )., is replaced by the following: J. Damage To Property "Property damage" to: (1) Property you own, rent, or occupy, in- cluding any costs or expenses incurred by you, or any other person, organiza- tion or entity, for repair, replacement, enhancement, restoration or mainte- nance of such property for any reason, including prevention of injury to a per- son or damage to anther's property; (2) Premises you sell, give away or aban- don, if the "property damage" arises out of any part of those premises; (3) Property loaned to you; (4) Personal property in the care, custody or control of the insured; (6) That particular part of real property on which you or any contractors or sub- contractors working directly or indirectly on your behalf are performing oper- ations, 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. 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. A separate limit of insurance applies to Damage To Premises Rented To You as described in SECTION ]l] — LIMITS OF INSURANCE. Paragraph (2) of this exclu- sion does not apply if the premises are 'your work" and were never occupied, rented or hefd for rental by you. Paragraphs (3), (4), (5) and (6) of this exclu- sion do not apply to liability assumed under a sidetrack agreement. Paragraph (6) of this exclusion does not ap- ply to `property, damage" included in the "products completed operations hazard ". Paragraph S. of Section III is replaced by the follow- ing: CG as 74 12 97 rage 8 of 5 Subject to Paragraph 5. above, the Damage To Premises Rented To You Limit is the most we will pay under COVERAGE A for damages be- cause of "property damage" to any one prom- ises, while rented to you, or in the case of damage by fire, while rented to you or temporar- ily occupied by you with permission of the owner. Sill r,.FG-1P,PR1W W1VN- n6E The Damage To Premises Rented To You Limit is the higher of $200,000 or the amount shown in the Doc - larations as Damage To Premises Rented To You Limit. The following is added to Paragraph 2.a, of SECTION If WHO IS AN INSURED: Paragraph (1) does not apply to executive officers, or to managers at the supervisory level or above. SUPPLEMENTARY PAYMENTS — COVERAGES A AND B — BAIL BLINDS Paragraph 1.b. of SUPPLEMENTARY PAYMENTS — COVERAGES A AND B is replaced by the follow- ing: b. Up to $3,000 for cost of bail bonds required because of accidents or traffic law violations arising out of the use of any vehicle to which the Bodily Injury Liability Coverage applies, We do not have to furnish titaso bonds. r, Paragraph 2.f,(1) (d) of SUPPLEMENTARY PAY- MENTS — COVERAGES A AND B is replaced by the following: (d) Cooperate with us with respect to coordinating other applicable insurance and self- insured retention available to the in- demntee; and a. "Bodily injury" or 'property damage" ex- pected or intended from the standpoint of the insured. This exclusion does not apply to "bodily injury" or "property damage" result- ing from the use of reasonable force to pro- tect persons or property. r � The medical expense limit is amended to $10,000. • rt • t The following is added to Paragraph 2. SECTION IV — COMMERCIAL GENERAL LIABILITY CONDITIONS Duties In The Event Of Occurrence, Offense, Claim Or Suit of: Knowledge of an "occurrence ", claim or "suit" by your agent, servant or employee shall not in itself constitute knowledge of the named insured unless an officer of the named insured has received such notice from the agent, servant or employee, The following definition is added to SECTION V — DEFINITIONS, Definition 9. 'Insured contract" par- agraph f.: (4) That part of any contract or agree- ment that indemnifies any person or organization for the indemnitoe's sole tort liability. The first paragraph of Other Insurance of SECTION IV — COMMERCIAL GENERAL LIABILITY CON - OITIONS is replaced with the following: If other valid and collectible insurance, or any self -in- sured retention, is available to the insured for a loss we cover under COVERAGE A or B of this Coverage Part, our obligations are limited as follows: METHOD OF SHEARING The second paragraph of 4,0. Method of Sharing of SECTION IV — COMMERCIAL (GENERAL LIABIL- ITY CONDITIONS is replaced with the following: a. Coverage under this provision is afforded If any of the other insurance does not permit contri- only until the end of the policy period. bution by equal shares or is subject to a solf- insured retention, we will contribute by limits. Under this EXTENDED "PROPERTY DAMAGE" method, each insurer's share is based on the ratio of Its applicable limit of insurance or self - insured re- Exclusion a. of SECTION I — COVERAGE A is tention or both combined to the total applicable limits amended to read: Page 4 of 5 C- AG-16- PRINT00"l EB- 0110 -E of insurance of all insurers and the amount of any self- insured retention. The following is added to Paragraph g. Representa- tions of SECTION IV — COMMERCIAL GENERAL LIABILITY CONDITIONS: If you unintentionally fail to disclose any hazards ex- isting at the inception date of your policy, we will not deny coverage under this Coverage Form because of such failure. However, this provision does not affect OG 86 74 12 07 our right to collect additional premium or exercise our right of cancellation or non - renewal. The following paragraph is added to SECTION IV — COMMERCIAL GENERAL LIABILITY CONDI- TIONS: 10. It a revision to this Coverage Part, which would provide more coverage with no additional premium, becomes effective during the policy period in the state shown in the Declarations, your policy will automatically provide this addi- tional coverage on the effective date of the re- vision. Pagg 5 of 5 Z C- Af,IURINTCp401000 i M COMMERCIAL GENERAL LIABILITY CG 00 01 12 07 COMMERCIAL GENERAL 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, and any other person or organization qualifying as a Named Insured under this policy. The words "we ", "us" and "our' refer to the company providing this insurance. The word "insured" means any person or organization qualifying as such under Section II — Who Is An Insured. Other words and phrases that appear in quotation marks have special meaning. Refer to Section V — Definitions. SECTION I — COVERAGES COVERAGE A BODILY INJURY AND PROPERTY DAMAGE LIABILITY 1. Insuring Agreement. a. We will pay those sums that the insured be- comes legally obligated to pay as damages because of `bodily injury" or "property damage" 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" seek- ing damages for `bodily injury" or `property damage" to which this insurance does not apply. We may, at our discretion, investigate any "occurrence" and settle any claim or "suit" that may result. But: (1) The amount we will pay for darnages is limited as described in Section III — 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 or settlements under Coverages A or B or medical expenses under Coverage C. No other obligation or liability to pay sums or perform acts or services is covered unless explicitly provided for under Supplementary Payments — Coverages A and B. b. This insurance applies to "bodily injury" and °property damage" only if: (1) The "bodily injury" or "property damage" is caused by an "occurrence" that takes place in the "coverage territory"; (2) The "bodily injury" or "property damage" occurs during the policy pe- riod; and (3) Prior to the policy period, no insured listed under Paragraph 1. of Section 11 — 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 pe- riod will be deemed to have been known prior to the policy period. c. "Bodily injury" or "property damage" which occurs during the policy period and was not, prior to the policy period, known to have oc- curred by any insured listed under Paragraph 1. of Section II — Who Is An Insured or any "employee" authorized by you to give or re- ceive notice of an "occurrence" or claim, in- cludes any continuation, change or resumption of that `bodily injury" or "property damage" after the end of the pol- icy period. & ISO Properties, Inc., 2006 CO 00 01 12 07 Page i of 17 EP d. "Bodily injury" or "property damage" will be deemed to have been known to have oc- curred at the earliest time when any insured listed under Paragraph 1. of Section II — Who Is An Insured or any "employee" au- thorized by you to give or receive notice of an "occurrence" or claim: (1) Reports all, or any part, of the "bodily injury" or "property damage" to us or any other insurer; (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. e. Damages because of "bodily injury" include damages claimed by any person or organ- ization for care, loss of services or death re- sulting at any time from the "bodily injury ". 2. Exclusions This insurance does not apply to: a. Expected Or Intended Injury "Bodily injury" or "property damage" ex- pected or intended from the standpoint of the insured. This exclusion does not apply to "bodily injury" resulting from the use of rea- sonable force to protect persons or property. b. Contractual Liability "Bodily injury" or "property damage" for which the insured is obligated to pay dam- ages by reason of the assumption of liability in a contract or agreement. This exclusion does not apply to liability for damages: (1) That the insured would have in the ab- sence of the contract or agreement; or (2) Assumed in a contract or agreement that is an "insured contract ", provided the "bodily injury" or "property damage" occurs subsequent to the ex- ecution of the contract or agreement. Solely for the purposes of liability as- sumed in an "insured contract ", rea- sonable attorney 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: (a) Liability to such party for, or for the cost of, that party's defense has Page 2 of 17 also been assumed in the same "Insured contract "; and (b) Such attorney fees and litigation ex- penses 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 intoxica- tion 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 statue, ordinance or regulation re- lating to the sale, gift, distribution or use of alcoholic beverages. This exclusion applies only if you are in the business of manufacturing, distributing, sell- ing, serving or furnishing alcoholic bever- ages. d. Workers' Compensation And Similar Laws Any obligation of the insured under a work- ers' compensation, disability benefits or un- employment 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 conse- quence of Paragraph (1) above. This exclusion applies whether the insured may be liable as an employer or in any other capacity and to any obligation to share dam- ages with or repay someone else who must pay damages because of the injury. This exclusion does not apply to liability as- sumed by the insured under an "insured contract ". f. Pollution (i) Any insured; or (1) "Bodily injury" or "properly damage" (ii) Any person or organization for arising out of the actual, alleged or whom you may be legally re- threatened discharge, dispersal, seep- sponsible; or age, migration, release or escape of (d) At or from any premises, site or lo- "pollutants ": cation on which any insured or any (a) At or from any premises, site or lo- contractors or subcontractors work - cation which is or was at any time ing directly or indirectly on any in- owned or occupied by, or rented or sured's behalf are performing loaned to, any insured. However, operations if the `pollutants" are this subparagraph does not apply to: brought on or to the premises, site (i) "Bodily injury" if sustained or location in connection with such within a building and caused by operations by such insured, con - smoke, fumes, vapor or soot tractor or subcontractor. However, produced by or originating from this subparagraph does not apply to: equipment that is used to heat, (1) "Bodily injury" or "property cool or dehumidify the building, damage" arising out of the es- or equipment that is used to cape of fuels, lubricants or other heat water for personal use, by operating fluids which are the building's occupants or their needed to perform the normal guests; electrical, hydraulic or mechan- „ (ii) Bodily injury' or "property ical functions necessary for the damage" for which you may be operation of "mobile held liable, if you are a contrac- equipment" or its parts, if such for and the owner or lessee of fuels, lubricants or other oper- such premises, site or location ating fluids escape from a vehi- has been added to your policy cle part designed to hold, store as an additional insured with re- or receive them. This exception spect to your ongoing oper- does not apply if the "bodily ations performed for that injury" or "property damage" additional insured at that prem- arises out of the intentional dis- ises, site or location and such charge, dispersal or release of premises, site or location is not the fuels, lubricants or other and never was owned or occu- operating fluids, or if such fuels, pied by, or rented or loaned to, lubricants or other operating flu- any insured, other than that ad- ids are brought on or to the ditional insured; or premises, site or location with the intent that they be dis- (iii) "Bodily injury" or "property charged, dispersed or released damage" arising out of heat, as part of the operations being smoke or fumes from a "hostile performed by such insured, fire "; contractor or subcontractor; (b) At or from any premises, site or lo- (ii) "Bodily injury" or `property cation which is or was at any time damage" sustained within a used by or for any insured or others building and caused by the re- for the handling; storage, disposal, lease of gases, fumes or vapors processing or treatment of waste; from materials brought into that building in connection with op- (c) Which are or were at any time erations being performed by transported, handled, stored, you or on your behalf by a con - treated, disposed of, or processed as waste by or for: tractor or subcontractor; or GG 00 Of 12 07 Page 3 of 17 EP (iii) "Bodily injury" or "property damage" arising out of heat, smoke or fumes from a "hostile fire ". (e) At or from any premises, site or lo- cation on which any insured or any contractors or subcontractors work- ing directly or indirectly on any in- sured'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 as- sessing 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 re- quest, demand, order or statutory or re- gulatory requirement, or such claim or "suit" by or on behalf of a governmental authority. g. Aircraft, Auto Or Watercraft Bodily injury" or "property damage" arising out of the ownership, maintenance, use or entrustment to others of any aircraft, "auto" or watercraft owned or operated by or rented or loaned to any insured. Use includes oper- ation and "loading or unloading ". This exclusion applies even if the claims against any insured allege negligence or other wrongdoing in the supervision, hiring, employment, training or monitoring of others by that insured, if the "occurrence" which caused the "bodily injury" or "property damage" involved the ownership, mainte- nance, use or entrustment to others of any Page 4 of 17 aircraft, "auto" or watercraft that is owned or operated by or rented or loaned to any in- sured. This exclusion does not apply to: (1) A watercraft while ashore on premises you own or rent; (2) A watercraft you do not own that is: (a) Less than 26 feet long; and (b) Not being used to carry persons or property for a charge; (3) Parking an "auto" on, or on the ways next to, premises you own or rent, pro- vided the "auto" is not owned by or rented or loaned to you or the insured; (4) Liability assumed under any Insured contract" for the ownership, mainte- nance or use of aircraft or watercraft; or (5) "Bodily injury" or "property damage" arising out of* (a) the operation of machinery or equipment that is attached to, or part of, a land vehicle that would qualify under the definition of "mobile equipment" if it were not subject to a compulsory or financial responsibility law or other motor ve- hicle insurance law in the state where it is licensed or principally garaged; or (b) the operation of any of the machin- ery or equipment listed in Paragraph f.(2) or f.(3) of the definition of "mobile equipment ". h. Mobile Equipment "Bodily injury" or "property damage" arising out of: (1) The transportation of "mobile equipment" by an "auto" owned or op- erated by or rented or loaned to any in- sured; or (2) The use of "mobile equipment" in, or while in practice for, or while being pre- pared for, any prearranged racing, speed, demolition, or stunting activity. L War "Bodily injury" or "property damage ", how- ever caused, arising, directly or indirectly, out of: (1) War, including undeclared or civil war; (2) Warlike action by a military force, in- cluding action in hindering or defending against an actual or expected attack, by any government, sovereign or other au- thority using military personnel or other agents; or (3) Insurrection, rebellion, revolution, usurped power, or action by govern- mental authority in hindering or defend- ing against any of these. j. Damage To Property "Property damage" to: (1) Property you own, rent, or occupy, in- cluding any costs or expenses incurred by you, or any other person, organiza- tion or entity, for repair, replacement, enhancement, restoration or mainte- nance of such property for any reason, including prevention of injury to a per- son or damage to another °s property; (2) Premises you sell, give away or aban- don, if the "property damage" arises out of any part of those premises; (3) Property loaned to you; (4) Personal property in the care, custody or control of the insured; (5) That particular part of real property on which you or any contractors or sub- contractors working directly or indirectly on your behalf are performing oper- ations, 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. 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 III — Limits Of Insur- ance. Paragraph (2) of this exclusion does not ap- ply if the premises are "your work" and were never occupied, rented or held for rental by you. Paragraphs (3), (4), (5) and (6) of this exclu- sion do not apply to liability assumed under a sidetrack agreement. Paragraph (6) of this exclusion does not ap- ply to "property damage" included in the "products- completed operations hazard ". k. Damage To Your Product "Property damage" to "your product' arising out of it or any part of it, I. 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. m. Damage To Impaired Property Or Prop- erty Not Physically Injured "Property damage" to "impaired property" or property that has not been physically in- jured, 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 act- ing 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 properly arising out of sudden and accidental physical injury to "your product" or "your work" after it has been put to its intended use. n. Recall Of Products, Work Or Impaired Property Damages claimed for any loss, cost or ex- pense incurred by you or others for the loss of use, withdrawal, recall, inspection, repair, replacement, adjustment, removal or dis- posal of: (1) "Your product'; (2) "Your work "; or (3) "Impaired property "; if such product, work, or property is with- drawn 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. o. Personal And Advertising Injury "Bodily injury" arising out of "personal and advertising injury ". 00 00 01 12 07 Page 5 of 17 EP p. 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. As used in this exclusion, electronic data means information, facts or programs stored as or on, created or used on, or transmitted to or from computer software, Including sys- tems 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. q. Distribution Of Material In Violation Of statutes "Bodily injury" or "property damage" 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; or (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. Exclusions c. through n. do not apply to damage by fire to premises while rented to you or tempo- rarily occupied by you with permission of the owner. A separate limit of insurance applies to this coverage as described in Section III — Lim- its Of Insurance. COVERAGE B PERSONAL AND ADVERTISING INJURY LIABILITY 1. Insurance Agreement a. We will pay those sums that the insured be- comes legally obligated to pay as damages because of "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 "personal and advertising injury" to which this insurance does not apply. We may, at our discretion, investigate any 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 III — Limits Of Insurance; and (2) Our right and duty to defend end when we have used up the applicable limit of insurance in the payment of judgments or settlements under Coverages A or B or medical expenses under Coverage C. No other obligation or liability to pay sums or perform acts or services is covered unless explicitly provided for under Supplementary Payments — Coverages A and B. b. This insurance applies to "personal and ad- vertising 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. 2. Exclusions Page 6 of 17 This insurance does not apply to: a. Knowing Violation Of Rights Of Another "Personal and advertising injury" caused by or at the direction of the insured with the knowledge that the act would violate the rights of another and would inflict "personal and advertising injury". b. Material Published With Knowledge Of Falsity "Personal and advertising injury" arising out of oral or written publication of material, if done by or at the direction of the insured with knowledge of its falsity. c. Material Published Prior To Policy Period °Personal and advertising injury arising out of oral or written publication of material whose first publication took place before the beginning of the policy period. d. Criminal Acts "Personal and advertising injury" arising out of a criminal act committed by or at the di- rection of the insured. e. Contractual Liability "Personal and advertising injury" for which the insured has assumed liability in a con- tract or agreement. This exclusion does not apply to liability for damages that the insured would have in the absence of the contract or agreement. f. Breach Of Contract "Personal and advertising injury" arising out of a breach of contract, except an implied contract to use another's advertising idea in your "advertisement". g. Quality Or Performance Of Goods — Fai- lure To Conform To Statements "Personal and advertising injury" arising out of the failure of goods, products or services to conform with any statement of quality or performance made in your "advertisement ". h. Wrong Description Of Prices "Personal and advertising injury" arising out of the wrong description of the price of goods, products or services stated in your "advertisement ". 1. Infringement Of Copyright, Patent, Trademark Or Trade Secret "Personal and advertising injury" arising out of the infringement of copyright, patent, trademark, trade secret or other intellectual property rights. Under this exclusion, such other intellectual property rights do not in- clude the use of another's advertising idea in your "advertisement ". However, this exclusion does not apply to infringement, in your "advertisement ", of copyright, trade dress or slogan. Insureds In Media And Internet Type Businesses "Personal and advertising injury" committed by an insured whose business is: (1) Advertising, broadcasting, publishing or telecasting; (2) Designing or determining content of websites for others; or (3) An Internet search, access, content or service provider. However, this exclusion does not apply to Paragraphs 14.a., b. and c. of "personal and advertising injury" under the Definitions Section. For the purposes of this exclusion, the plac- ing of frames, borders or links, or advertis- ing, for you or others anywhere on the Internet, is not by itself, considered the busi- ness of advertising, broadcasting, publishing or telecasting. k. Electronic Chatrooms Or Bulletin Boards "Personal and advertising injury" arising out of an electronic chatroom or bulletin board the insured hosts, owns, or over which the insured exercises control. I. Unauthorized Use Of Another's Name Or Product "Personal and advertising injury" arising out of the unauthorized use of another's name or product in your e -mail address, domain name or metatag, or any other similar tactics to mislead another's potential customers. m. Pollution "Personal and advertising injury" arising out of the actual, alleged or threatened dis- charge, dispersal, seepage, migration, re- lease or escape of "pollutants" at any time. n. Pollution - Related Any loss, cost or expense arising out of any (1) Request, demand, order or statutory or regulatory requirement that any insured or others test for, monitor, clean up, re- move, contain, treat, detoxify or neutral- ize, or in any way respond to, or assess the effects of, "pollutants "; or (2) Claim or suit by or on behalf of a gov- ernmental authority for damages be- cause of testing for, monitoring, cleaning up, removing, containing, treating, detoxifying or neutralizing, or in any way responding to, or assessing the effects of, "pollutants ". o. War "Personal and advertising injury ", however caused, arising, directly or indirectly, out of: (1) War, including undeclared or civil war; (2) Warlike action by a military force, in- cluding action in hindering or defending against an actual or expected attack, by any government, sovereign or other au- thority using military personnel or other agents; or (3) Insurrection, rebellion, revolution, usurped power, or action taken by gov- ernmental authority in hindering or de- fending against any of these. CO 00 01 12 07 Page 7 b 17 EP p. Distribution Of Material In Violation Of Statutes "Personal and advertising injury" arising di- rectly or indirectly out of any action or omis- sion that violates or is alleged to violate; (1) The Telephone Consumer Protection Act (TCPA), including any amendment of or addition to such law; or (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. COVERAGE C MEDICAL PAYMENTS 1. Insuring Agreement a. We will pay medical expenses as described below for "bodily injury" caused by an acci- dent: (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: (a) The accident takes place in the °coverage territory" and during the policy period; (b) The expenses are incurred and re- ported to us within one year of the date of the accident; and (c) The injured person submits to ex- amination, at our expense, by phy- sicians 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 de- vices; and (3) Necessary ambulance, hospital, profes- sional nursing and funeral services. 2. Exclusions We will not pay expenses for "bodily injury": a. Any Insured To any insured, except "volunteer workers ". b. Hired Person To a person hired to do work for or on behalf of any insured or a tenant of any insured. c. Injury On Normally Occupied Premises To a person injured on that part of premises you own or rent that the person normally oc- cupies. d. Workers Compensation And Similar Laws To a person, whether or not an "employee" of any insured, if benefits for the °bodily injury" are payable or must be provided un- der a workers' compensation or disability benefits laws or a similar law. e. Athletics Activities To a person injured while practicing, in- structing or participating in any physical ex- ercises or games, sports, or athletic tests. f. Products - Completed Operations Hazard Included within the "products- completed op- erations hazard ". g. Coverage A Exclusions Excluded Under Coverage A. SUPPLEMENTARY PAYMENTS —COVERAGES A AND B 1. We will pay, with respect to any claim we inves- tigate or settle, or any "suit" against an insured we defend: Page 8 of 17 a. All expenses we incur. b. Up to $250 for cost of bail bonds required because of accidents or traffic law violations arising out of the use of any vehicle to which the Bodily Injury Liability Coverage applies. We do not have to furnish these bonds. c. The cost of bonds to release attachments, but only for bond amounts within the appli- cable limit of insurance. We do not have to furnish these bonds. d. All reasonable expenses incurred by the in- sured at our request to assist us in the in- vestigation or defense of the claim or "suit ", including actual loss of earnings up to $250 a day because of time off from work. e. All court costs taxed against the insured in the "suit ". However, these payments do not include attorneys' fees or attorneys' ex- penses taxed against the insured. f. 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 prejudg- ment interest based on that period of time after the offer. g. All interest on the full amount of any judg- ment 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. These payments will not reduce the limits of in- surance. 2. If we defend an insured against a "suit" and an indemnitee of the insured is also named as a party to the "suit ", we will defend that indemnitee if all of the following conditions are met: a. The "suit" against the indemnitee seeks damages for which the insured has assumed the liability of the indemnitee in a contract or agreement that is an `insured contract "; b. This insurance applies to such liability as- sumed by the insured; c. The obligation to defend, or the cost of the defense of, that indemnitee, has also been assumed by the insured in the same "insured contract "; d.. The allegations in the "suit" and the infor- mation we know about the "occurrence" are such that no conflict appears to exist be- tween the interests of the insured and the interests of the indemnitee; e. The indemnitee and the insured ask us to conduct and control the defense of that in- demnitee against such "suit" and agree that we can assign the same counsel to defend the insured and the indemnitee; and f. The indemnitee: (1) Agrees in writing to: (a) Cooperate with us in the investi- gation, settlement or defense of the "suit ", (b) Immediately send us copies of any demands, notices, summonses or legal papers received in connection with the "suit "; (c) Notify any other insurer whose cov- erage is available to the indemnitee; and (d) Cooperate with us with respect to coordinating other applicable insur- ance available to the indemnitee; and (2) Provides us with written authorization to: (a) Obtain records and other informa- tion related to the "suit and (b) Conduct and control the defense of the indemnitee In such "suit ". So long as the above conditions are met, attor- neys' fees incurred by us in the defense of that indemnitee, necessary litigation expenses in- curred by us and necessary litigation expenses incurred by the indemnitee at our request will be paid as Supplementary Payments. Notwith- standing the provisions of Paragraph 2.b.(2) of Section I — Coverage A — Bodily Injury and Property Damage Liability, such payments will not be deemed to be damages for "bodily injury" and "property damage" and will not reduce the limits of insurance. Our obligation to defend an insured's indemnitee and to pay for attorney's fees and necessary liti- gation expenses as Supplementary Payments ends when we have used up the applicable limit of insurance in the payment of judgments or set- tlements, or the conditions set forth above, or the terms of the agreement described in Paragraph f. above, are no longer met. SECTION II WHO IS AN INSURED 1. If you are designated in the Declarations as a. An individual, you and your spouse are in- sureds, but only with respect to the conduct of a business of which you are the sole owner. b. A partnership or joint venture, you are an in- sured. Your members, your partners, and their spouses are also insureds, but only with respect to the conduct of your business. c. A limited liability company, you are an in- sured. Your members are also insureds, but only with respect to the conduct of your business. Your managers are insureds, but only with respect to their duties as your managers. d. An organization other than a partnership, joint venture or limited liability company, you are an insured. Your "executive officers" and directors are insureds, but only with respect GG 00 01 Q 07 Page. 9 of 17 EP to their duties as your officers or directors. Your stockholders are also insureds, but only with respect to their liability as stockholders. e. A trust, you are an insured. Your trustees are also insureds, but only with respect to their duties as trustees. 2. Each of the following is also an insured: a. Your "volunteer workers" only while per- forming duties related to the conduct of your business, or your "employees ", other than either your "executive officers" (if you are an organization other than a partnership, joint venture or limited liability company) or your managers (if you are a limited liability com- pany), but only for acts within the scope of their employment by you or while performing duties related to the conduct of your busi- ness. However, none of these "employees" or "volunteer workers" are insureds for: (1) `Bodily injury" or "personal advertising Injury ": (a) To you, to your partners or mem- bers (if you are a partnership or joint venture), to your members (if you are a limited liability company), to a co-"employee" while in the course of his or her employment or performing duties related to the conduct of your business, or to your other "volunteer workers" while performing duties related to the conduct of your business; (b) To the spouse, child, parent, brother or sister of that co- °employee° or "volunteer worker" as a consequence of Paragraph (1)(a) above; (c) For which there is any obligation to share damages with or repay someone else who must pay dam- ages because of the injury de- scribed in Paragraphs (1)(a) or (b) above; or (d) Arising out of his or her providing or failing to provide professional health care services. (2) "Property damage" to property: (a) Owned, occupied or used by, (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 orjoint venture), or any member (if you are a limited liability company). b. Any person (other than your "employee" or "volunteer worker "), or any organization while acting as your real estate manager. c. 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. Your legal representative if you die, but only with respect to duties as such. That repre- sentative will have all your rights and duties under this Coverage Part. 3. Any organization you newly acquire or form, other than a partnership, joint venture or limited liability company, and over which you maintain ownership or majority interest, will qualify as a Named Insured if there is no other similar insur- ance available to that organization. However: a. Coverage under this provision is afforded only until the 90th day after you acquire or form the organization or the end of the policy period, whichever is earlier; b. Coverage A does not apply to "bodily injury" or "property damage" that occurred before you acquired or formed the organization; and c. Coverage B does not apply to "personal and advertising injury" arising out of an offense committed before you acquired or formed the organization. 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. SECTION III — LIMITS OF INSURANCE 1. The Limits of Insurance shown in the Declara- tions and the rules below fix the most we will pay regardless of the number of: Page 10 of 17 a. Insureds; b. Claims made or "suits" brought; or c. Persons or organizations making claims or bringing "suits ". 2. The General Aggregate Limit is the most we will pay for the sum of: a. Medical expenses under Coverage C; b. Damages under Coverage A, except dam- ages because of "bodily injury" or "property damage" included in the "products - completed operations hazard"; and c. Damages under Coverage B. 3. The Products - Completed Operations Aggregate Limit is the most we will pay under Coverage A for damages because of "bodily injury" and °'properly damage" included in the "products - completed operations hazard ". 4. Subject to Paragraph 2. above, the Personal and Advertising Injury Limit is the most we will pay under Coverage B for the sum of all damages because of all "personal and advertising injury" sustained by any one person or organization. S. Subject to Paragraph 2. or 3. above, whichever applies, the Each Occurrence Limit is the most we will pay for the sum of: a. Damages under Coverage A; and b. Medical expenses under Coverage C because of all "bodily injury" and "property damage" arising out of any one "occurrence ". 6. Subject to Paragraph S. above, the Damage To Premises Rented To You Limit is the most we will pay under Coverage A for damages because of "property damage" to any one premises, while rented to you, or in the case of damage by fire, while rented to you or temporarily occupied by you with permission of the owner. 7. Subject to Paragraph S. above, the Medical Ex- pense Limit is the most we will pay under Cover- age C for all medical expenses because of "bodily injury" sustained by any one person. The Limits of Insurance of this Coverage Part apply separately to each consecutive annual period and to any remaining period of less than 12 months, starting with the beginning of the policy period shown in the Declarations, unless the policy period is extended af- ter issuance for an additional period of less than 12 months. In that case, the additional period will be deemed part of the last preceding period for purposes of determining the Limits of Insurance. SECTION IV — COMMERCIAL GENERAL LIABIL- ITY CONDITIONS 1. Bankruptcy Bankruptcy or insolvency of the insured or of the insured's estate will not relieve us of our obli- gations under this Coverage Part. 2. Duties In The Event Of Occurrence, Offense, Claim Or Suit a. You must see to it that we are notified as soon as practicable of an "occurrence" or an offense which may result in a claim. To the extent possible, notice should include: (1) How, when and where the "occurrence" or offense took place; (2) The names and addresses of any in- jured persons and witnesses; and (3) The nature and location of any injury or damage arising out of the "occurrence" or offense. b. If a claim is made or "suit" is brought against any insured, you must: (1) Immediately record the specifics of the claim or "suit" and the date received; and (2) Notify us as soon as practicable. You must see to it that we receive written notice of the claim or "suit" as soon as practicable. c. You and any other involved insured must: (1) Immediately send us copies of any de- mands, notices, summonses or legal papers received in connection with the claim or 'suit"; (2) Authorize us to obtain records and other information; (3) Cooperate with us in the investigation or settlement of the claim or defense against the "suit "; and (4) Assist us, upon our request, in the en- forcement of any right against any per- son or organization which may be liable to the insured because of injury or damage to which this insurance may also apply. d. No insured will, except at that insured's own cost, voluntarily make a payment, assume any obligation, or incur any expense, other than for first aid, without our consent. GG 00 01 12 07 Page 11 of 17 EP 3. Legal Action Against Us No person or organization has a right under this Coverage part: a. To join us as a party or otherwise bring us into a "suit" asking for damages from an in- sured; or b. To sue us on this Coverage Part unless all of its items 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 Coverage Part or that are in excess of the applicable limit of insurance. An agreed settle- ment means a settlement and release of liability signed by us, the insured and the claimant or the claimant's legal representative. 4. Other Insurance If other valid and collectible insurance is available to the insured for a loss we cover under Cover- ages A and B of this Coverage Part, our obli- gations are limited as follows: a. Primary Insurance This insurance is primary except when Para- graph b. below applies. If this insurance is primary, our obligations are not affected un- less any of the other insurance is also pri- mary. Then, we will share with all that other insurance by the method described in Para- graph c. below. b. Excess Insurance (1) This insurance is excess over: (a) Any of the other insurance, whether primary, excess, contingent or on any other basis: (i) That is Fire, Extended Cover age, Builder's Risk, Installation Risk or similar coverage for "your work "; (ii). That is Fire insurance for prem- ises rented to you or temporarily occupied by you with permis- sion of the owner; (iii) That is insurance purchased by you to cover your liability as a tenant for "property damage" to premises rented to you or tem- porarily occupied by you with permission of the owner; or Page 12 of 17 (iv) If the loss arises out of the maintenance or use of aircraft, "autos" or watercraft to the ex- tent not subject to Exclusion g. of Section I — Coverage A — Bodily Injury And Property Damage Liability. (b) Any other primary insurance avail- able to you covering liability for damages arising out of the premises or operations, or the products and completed operations, for which you have been added as an additional insured by attachment of an en- dorsement. (2) When this insurance is excess, we will have no duty under Coverages A or B to defend the insured against any "suit" if any other insurer has a duty to defend the insured against that "suit ". If no other insurer defends, we will undertake to do so, but we will be entitled to the insured's rights against all those other insurers. (3) When this insurance is excess over other insurance, we will pay only our share of the amount of the loss, if any, that exceeds the sum of: (a) The total amount that all such other insurance would pay for the loss in the absence of this insurance; and (b) The total of all deductible and self - insured amounts under all that other insurance. (4) We will share the remaining loss, if any, with any other insurance that is not de- scribed in this Excess Insurance pro- vision and was not bought specifically to apply in excess of the Limits of insur- ance shown in the Declarations of this Coverage Part. c. Method Of Sharing If all of the other insurance permits contrib- ution by equal shares, we will follow this method also. Under this approach each in- surer contributes equal amounts until it has paid its applicable limit of insurance or none of the loss remains, whichever comes first. If any of the other insurance does not permit contribution by equal shares, we will contrib- ute by limits. Under this method, each insur- er's share is based on the ratio of its applicable limit of insurance to the total ap- plicable limits of insurance of all insurers. S. Premium Audit a. We will compute all premiums for this Cov- erage Part in accordance with our rules and rates. b. Premium shown in this Coverage Part as advance premium is a deposit premium only. At the close of each audit period we will compute the earned premium for that period and send notice to the first Named Insured. The due date for audit and retrospective premiums is the date shown as the due date on the bill. If the sum of the advance and audit premiums paid for the policy period is greater than the earned premium, we will re- turn the excess to the first Named Insured, c. The first Named Insured must keep records of the information we need for premium computation, and send us copies at such times as we may request. B. Representations By accepting this policy, you agree: a. The statements in the Declarations are ac- curate and complete; b. Those statements are based upon represen- tations you made to us; and c. We have issued this policy in reliance upon your representations. 7. Separation Of Insured Except with respect to the Limits of Insurance, and any rights or duties specifically assigned in this Coverage Part fo 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 claim is made or "suit" is brought. 8. Transfer Of Rights Of Recovery Against Oth- ers To Us If the insured has rights to recover all or part of any payment we have made under this Coverage Pan, those rights are transferred to us. The in- sured must do nothing after loss to impair them. At our request, the insured will bring "suit' or transfer those rights to us and help us enforce them. 9. When We Do Not Renew If we decide not to renew this Coverage Part, we will mail or deliver to the first Named Insured shown in the Declarations written notice of the nonrenewal not less than 30 days before the ex- piration date. If notice is mailed, proof of mailing will be suffi- cient proof of notice. SECTION V DEFINITIONS 1. "Advertisement" means a notice that is broad- cast or published to the general public or specific market segments about your goods, products or services for the purpose of attracting customers or supporters. For the purposes of this definition: a. Notices that are published include material placed on the Internet or on similar electronic means of communication; and b. Regarding web - sites, only that part of a web -site that is about your goods, products or services for the purposes of attracting customers or supporters is considered an advertisement. 2. "Auto" means: a. A land motor vehicle, trailer or semitrailer designed for travel on public roads, including any attached machinery or equipment; or b. Any other land vehicle that is subject to a compulsory or financial responsibility law or other motor behicle insurance law in the state where it is licensed or principally ga- raged. However, "auto" does not include "mobile equipment'. 3. "Bodily injury" means bodily injury, sickness or disease sustained by a person, including death resulting from any of these at any time. 4. "Coverage territory" means: 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 Paragraph a. above; or 4G 00 01 12 07 Page 13 of 17 EP 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 Paragraph a. above; (2) The activities of a person whose home is in the territory described in Paragraph a. above, but is away for a short time on your business; or (3) "Personal and advertising injury" of- fenses that take place through the In- ternet or similar electronic means of communication provided the insured's responsibility to pay dam- ages is determined in a "suit" on the merits, in the territory described in Paragraph a. above or in a settlement we agree to. 5. "Employee" includes a "leased worker ". "Employee" does not include a "temporary worker ". 6. "Executive officer" means a person holding any of the officer positions created by your charter, constitution, by -laws or any other similar govern- ing document. 7. "Hostile fire" means one which becomes uncon- trollable or breaks out from where it was intended to be. 8. "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 defec- tive, deficient, inadequate or dangerous; or b. You have failed to fulfill the terms of a con- tract or agreement; if such property can be restored to use by the repair, replacement, adjustment or removal of "your product" or "your work" or your fulfilling the terms of the contract or agreement. 9. "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 or- ganization for damage by fire to premises while rented to you or temporarily occupied by you with permission of the owner is not an "insured contract "; b. A sidetrack agreement; c. Any easement or license agreement, except in connection with construction or demolition operations on or within 50 feet of a railroad; d. An obligation, as required by ordinance, to indemnify a municipality, except in con- nection with work for a municipality; e. An elevator maintenance agreement; f. That part of any other contract or agreement pertaining to your business (including an in- demnification 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, Tort liability means a liability that would be imposed by law in the absence of any con- tract or agreement. Paragraph f. does not include that part of any contract or agreement: (1) 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, roadbeds, tunnel, under - pass or crossing; (2) 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, sur- veys, field orders, change orders 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 dam- age; or (3) 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 (2) above and supervisory, in- spection, architectural or engineering activities. 10. "Leased worker" means a person leased to you by a labor leasing firm under an agreement be- tween you and the labor leasing firm, to perform duties related to the conduct of your business. "Leased worker" does not include a "temporary worker ". Page 14 of 17 11. "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 air- craft, 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, wa- tercraft or "auto" to the place where it is fi- nally 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 at- tached to the aircraft, watercraft or "auto ". 12. "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, maintained primarily to provide mobility to permanently mounted: (1) Power cranes, shovels, loaders, diggers or drills; or (2) Road construction or resurfacing equip - ment such as graders, scrapers or roll - ors, e. Vehicles not described in Paragraph 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 genera- tors, including spraying, welding, build- ing cleaning, geophysical exploration, lighting and well servicing equipment; or (2) Cherry pickers and similar devices used to raise or lower workers; equipment are not "mobile equipment" but will be considered "autos ": (1) Equipment designed primarily for: (a) Snow removal; (b) Road maintenance, but not con - struction or resurfacing; or (c) Street cleaning; (2) Cherry pickers and similar devices mounted on automobiles or truck chassis and used to raise or lower workers; and (3) Air compressors, pumps and genera- tors, including spraying, welding, build- ing cleaning, geophysical exploration, lighting and well servicing equipment. However, "mobile equipment" does not include any land vehicles that are subject to a compul- sory or financial responsibility law or other motor vehicle insurance law in the state where it is li- censed or principally garaged. Land vehicles subject to a compulsory or financial responsibility law or other motor vehicle insurance law are considered °autos ". 13. "Occurrence" means an accident, including con- tinuous or repeated exposure to substantially the same general harmful conditions. 14. "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; c. The wrongful eviction from, wrongful entry into, or invasion of the right of private occu- pancy of a room, dwelling or premises that a person occupies, committed by or on behalf of its owner, landlord or lessor; d. Oral or written publication, in any manner, of material that slanders or libels a person or organization or disparages a person's or or- ganization's goods, products or services; e. Oral or written publication, in any manner, of material that violates a person's right of pri- vacy; f. Vehicles not described in Paragraph a., b., f. The use of another's advertising idea in your c. or d. above maintained primarily for pur- "advertisement "; or poses other than the transportation of per- sons or cargo. g. Infringing upon another's copyright, trade However, self - propelled vehicles with the dress or slogan in your "advertisement ". following types of permanently attached 15. "Pollutants" mean any solid, liquid, gaseous or thermal irritant or contaminant, including smoke, GG 00 01 12 07 Page 15 of 17 EP vapor, soot, fumes, acids, alkalis, chemicals and waste. Waste includes materials to be recycled, reconditioned or reclaimed. 16. "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 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 1s. 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 In- tended use by any person or organ- ization other than another contractor or subcontractor working on the same project. Work that may need service, mainte- nance, correction repair or replacement, but which is otherwise complete, will be treated as completed. b. 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 in- sured; (2) The existence of tools; uninstalled equipment or abandoned or unused materials; or (3) Products or operations for which the classification, listed in the Declarations or in a policy schedule, states that pro- ducts- completed operations are subject to the General Aggregate Limit. 17. "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 the "occurrence" that caused it. For the purposes of this insurance, electronic data is not tangible property. As used in this definition, electronic data means information, facts or programs stored as or on, created or used on, or transmitted to or from computer software, including systems and appli- cations software, hard or floppy disks, CD -ROMS, tapes, drives, cells, data processing devices or any other media which are used with electronically controlled equipment. "Suit" means a civil proceeding in which dam- ages 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 in- sured must submit or does submit with our consent; or b. Any other alternative dispute resolution pro - ceeding in which such damages are claimed and to which the insured submits with our consent. 19. `Temporary worker' means a person who is fur- nished to you to substitute for a permanent "employee" on leave or to meet seasonal or short -term workload conditions. 20. `Volunteer worker' means a person who is not Your "employee ", and who donates his or her work and acts at the direction of and within the scope of duties determined by you, and is not paid a fee, salary or other compensation by you or anyone else for their work performed for you. 21. "Your product': Page 16 of 17 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 ac- quired; and (2) Containers (other than vehicles), mate- rials, parts or equipment furnished in connection with such goods or prod- ucts. 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. 22. "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 oper- ations. 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. GG 00 01 12 07 Page 17 of 17 EP