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HomeMy WebLinkAboutHAGERTY CONSULTING-2016INSURANCE ON FILE WORK MAY 1ROGIErj UNTIL 4NSt4 ANG EXPIRES CCERKO thth QUNCiI. DATE. S"E.p AGREEMENT TO PROVIDE TRAINING COURSES AND EXERCISES �4 FOR THE ANAHEIM / SANTA ANA URBAN AREA ON AN AS -NEEDED BASIS A-2016-244 TRIS AGREEMENT is made and entered into this 16th day of August, 2016 by and between Hagerty Consulting, Inc. ("Contractor"), and the City of Santa Ana, a charter city and municipal corporation organized and, existing ander the Constitution and laws of the State of California ("City"). RECITALS A. On June 6, 2016, the Santa Ana Police Department ("SAPD") issued Request for Qualifications No. 16-068, by which it sought to identify and qualify suitable vendors capable of delivering a broad choice of homeland security -related training courses and exercises conducted by professionals in the fields of law, fire, public health and emergency management. B. These courses are in support of the Anaheim/Santa Ana Urban Area C ASAUA') Homeland Security Regional Training and Exercise Program and will be funded by a grant awarded to the City by the United States Department of Homeland Security's Urban Areas Security Initiative ("UASI") and administered by SAPD. The ASAUA consists of the incorporated cities in Orange County and the police departments of the University of California, hvine, and California State University, Fullerton. C. Through SAPD, the training and exercise programs will be made available to agencies in the ASAUA on an as -needed basis to enhance domestic preparedness for acts of terrorism. D. Contractor submitted a responsive proposal that was among those selected by the City. E. In undertaking the performance of this Agreement, Contractor represents that it is lmowledgeable in its field and, that any services performed by Contractor 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 On an as -needed basis, and at the sole discretion of City, Contractor shall conduct the training and/or exercise programs described in Exhibit A to this Agreement. Contractor's proposal is incorporated by reference as though fully set forth herein. In the performance of all services, Contractor shall comply with the technical specifications provided in Section IIT of RFQ No, 16-065, which are incorporated by reference and attached as Exhibit B. CHANGE ORDERS To maintain flexibility that allows first responders to address emerging and unforeseeable threats, the ASAUA Homeland Security Regional '"Fraining and Exercise Program will utilize a Change Order provision to request other training and exercise courses at the City's request. Change Orders will be used to approve training and/or exercises and can modify the existing scope of work for specialty and other ad- hoc training and exercises on an as needed basis. Change Orders will be drafted by the UASI Grant Coordinator, reviewed and approved by the Contractor, then forwarded to the Chief of Police and the City Manager for the City of Santa Ana or their designees for approval. 3. COMPENSATION a. City neither warrants nor guarantees any minimum or maximum compensation to Contractor under this Agreement. Contractor shall be paid only for actual services performed under this Agreement (i) at the rates and charges identified in Exhibit A and (ii) in accordance with the payment provisions set forth in the technical specifications attached. as Exhibit B. Any compensation payable to Contractor shall be paid from a portion of the above -referenced UASI grant awarded to the City in the amount of $2,253,140, which shall serve as the total amount payable for all training and exercise programs supplied under RFQ No. 16-068. b. Payment by City shall be made within thirty (30) days following receipt of proper invoice evidencing work performed, subject to City accounting procedures, Payment need not be made for work that fails to meet the standards of performance set forth in the Recitals which may reasonably be expected by City. 4. TERM This Agreement shall commence on the date stated above and continue through August 15, 2019, unless terminated earlier in accordance with Section 18, below. The term of this Agreement may be extended for a single (1) one-year period upon a writing executed by the City Manager and the City Attorney. 5, INDEPENDENT CONTRACTOR Contractor shall, during the entire term of this Agreement, be construed to be an independent contractor and not an employee of the City. This Agreement is not intended nor shall it be construed to create an employer-employee relationship, a joint venture relationship, or to allow the City to exercise discretion or control over the professional manner in which Contractor performs the services which are the subject matter of this Agreement; however, the services to be provided by Contractor shall be provided in a manner consistent with all applicable standards and regulations governing such services. Contractor shall pay all salaries and wages, employer's social security taxes, unemployment insurance and similar taxes relating to employees and shall be responsible for all applicable withholding taxes. 6. OWNERSHIP OF MATERIALS This Agreement creates a non-exclusive and perpetual license for City to copy, use, modify, reuse, or sublicense any and all copyrights, designs, and other intellectual property embodied in plans, specifications, studies, drawings, estimates, and other documents or works of authorship fixed in any tangible medium of expression, including but not limited to, physical drawings or data magnetically or otherwise recorded on computer diskettes, which are prepared or caused to be prepared by Contractor under this Agreement ("Documents & Data!). Contractor shall require all subcontractors to agree in writing that City is granted a non-exclusive and perpetual license for any Documents & Data the subcontractor prepares under this Agreement. Contractor represents and warrants that Contractor has the legal right to license any and all Documents & Data. Contractor makes no such representation and warranty in regard to Documents & Data which were provided to Contractor by the City. City shall not be limited in any way in its use of the Documents and Data at any time, provided that any such use not within the purposes intended by this Agreement shall be at City's sole risk. INSURANCE Prior to undertaking performance of work under this Agreement, Contractor shall maintain and shall require its subcontractors, if any, to obtain and maintain insurance as described below: a. Commercial General Liability Insurance. Contractor shall maintain commercial general liability insurance naming the City, its officers, employees, agents, volunteers and representatives as additional insured(s) and shall include, but not be limited to protection against claims arising from bodily and personal injury, including death resulting therefrom and damage to property, resulting from any act or occurrence arising out of Contractor's operations in the performance of this Agreement, including, without limitation, acts involving vehicles, The amounts of insurance shall be not less than the following: single limit coverage applying to bodily and personal injury, including death resulting therefrom, and property damage, in the total amount of $1,000,000 per occurrence, with $2,000,000 in the aggregate. Such insurance shall (a) name the City, its officers, employees, agents, volunteers and representatives as additional insured(s); (b) be primary and not contributory with respect to insurance or self-insurance programs maintained by the City; and (c) contain standard separation of insureds provisions. b. Business automobile liability insurance, or equivalent form, with a combined single limit of not less than $1,000,000 per occurrence. Such insurance shall include. coverage for owned, hired and non -owned automobiles. C. Worker's Compensation Insurance. In accordance with the California Labor Code, Contractor, if Contractor has any employees, is required to be insured against liability for worker's compensation or to undertake self-insurance. Prior to commencing the performance of the work under this Agreement, Contractor agrees to obtain and maintain any employer's liability insurance with limits not less than $1,000,000 per accident. d. If Contractor is or employs a licensed professional such as an architect or engineer: Professional liability (errors and omissions) insurance, with a combined single limit of not less than $1,000,000 per claim with $2,000,000 in the aggregate. e, The following requirements apply to the insurance to be provided by Contractor pursuant to this section: (i) Contractor shall maintain all insurance required above in frill force and effect for the entire period covered by this Agreement. (ii) Certificates of insurance shall be famished to the City upon execution of this Agreement and shall be approved by the City, (iii) Certificates and policies shall state that the policies shall not be canceled or reduced in coverage or changed in any other material aspect without thirty (30) days prior written notice to the City. (iv) Contractor shall supply City with a frilly executocl additional insured endorsement. If Contractor fails or refuses to produce or maintain the insurance required by this section or fails or refuses to furnish the City with required proof that insurance has been procured and is in force and paid for, the City shall have the right, at the City's election, to terminate this Agreement. Such termination shall not affect Contractor's right to be paid for its time and materials expended prior to notification of termination. Contractor waives the right to receive compensation and agrees to indemnify the City for any work performed prior to approval of insurance by the City, 8. INDEMNIFICATION Contractor agrees to and shall indermrify, defend, and hold harmless the City, its officers, agents, employees, consultants, special counsel, and representatives froin liability; (1) for personal injury, damages, just compensation, restitution, judicial or equitable relief arising out of claims for personal injury, including death, and claims for property damage, which may arise from the negligence or willfal misconduct of the Contractor or its, subcontractors, agents, employees, or other persons acting on their behalf which relates to the services described in section 1 of this Agreement; and (2) from any claim that personal injury, damages, just compensation, restitution, judicial or equitable relief is due by reason of the terms of or effects arising from this Agreement. This indemnity and hold harmless agreement applies to all claims for damages, just compensation, restitution, judicial or equitable relief suffered, or alleged to have been suffered, by reason of the events referred to in this Section or by reason of the ternis of, or effects, arising from this Agreement. The Contractor further agrees to indemnify, hold harmless, and pay all costs for the defense of the City, including fees and costs for special counsel to be selected by the City, regarding any action by a third party challenging the validity of this Agreement, or asserting that personal injury, damages, just compensation, restitution, judicial or equitable relief due to personal or property rights arises by reason of the terms of, or effects arising from this Agreement. City may make all reasonable decisions with respect to its representation in any legal proceeding. Contractor's indemnification obligations in this section shall survive expiration of this Agreement. 9. INTELLECTUAL PROPERTY INDEMNIFICATION Contractor shall defend, indemnify, and hold harmless City, its officers, agents, representatives, and employees against any and all liability or losses, including costs and attorney's fees, for infringement of any United States' letters patent, trademark, or copyright, alleged or contained in the work product or documents provided or used by Contractor under this Agreement. 10. CONFORMITY WITH LAW AND SAFETY In performing any services under this Agecment, Contractor shall observe and comply with all applicable laws, ordinances, codes, and regulations of governimental agencies, including federal, state, municipal, and local governing bodies having jurisdiction over the scope of services, including all provisions of the California Occupational Safety and Health Act, Contractor shall indemnify, defend, and, hold harmless City from any and all liability, fines, penalties, and consequences from any of Contractor's failures to comply with such laws, ordinances, codes, and regulations. 11., RECORDS Contractor shall keep records and invoices in connection with the work to be performed raider this Agreement. Contractor shall maintain complete and accurate records with respect to the costs incurred under this Agreement and any services, expenditures, and disbursements charged to 'the City for a minimum period of three (3) years, or for any longer period required bylaw, from the date of final payment to Contractor wider this Agreement. All such records and invoices shall be clearly identifiable. Contractor shall allow a representative of the City to examine, audit, and make transcripts or copies of such records and any other documents created pursuant to this Agreement during regular business hours. Contractor shall allow inspection of all work, data, documents, proceedings, and activities related to this Agreement for a period of three (3) years from the date of final payment to Contractor under this Agreement. 12. CONFIDENTIALITY If Contractor receives from the City information which due to the nature of such information is reasonably understood to be confidential acid/or proprietary, Contractor agrees that it shall not use or disclose such information except in the performance of this Agreement, and further agrees to exercise the same degree of care it uses to protect its own information of like importance, but in no event less than reasonable care. "Confidential Inforrmation" shall include all nonpublic information. Confidential information includes not only written information, but also information transferred orally, visually, electronically, or by other means. Confidential information disclosed to either party by any subsidiary and/or agent of the other party is covered by this Agreement. The foregoing obligations of non-use and nondisclosure shall not apply to any information that (a) has been disclosed in publicly available sources; (b) is, through no fault of the Contractor disclosed in a publicly available source; (c) is in rightful possession of the Contractor an obligation of confidentiality; (d) is required to be disclosed by operation of law; or (e) is independently developed by the Contractor without reference to information disclosed by the City. 13. CONFLICT OF INTEREST CLAUSE Contractor covenants that it presently has no interests and shall not have interests, direct or indirect, which would conflict in any manner with the performance of services specified under this Agreement. 14. NOTICE Any notice, tender, demand, delivery, or other communication pursuant to this Agreement shall be in writing and shall be deemed to be properly given if delivered in person or mailed by first class or certified mail, postage prepaid, or sent by fax or other telegraphic communication in the manner provided in this Section, to the following persons: To City: Clerk of the City Council City of Santa Ana 20 Civic Center Plaza, (M-30) P.O. Box 1988 Santa Ana, CA 92702-1.988 Fax 714- 647-6956 With courtesy copies to: Brad Hadley, Sergeant UASI Grant Coordinator Homeland Security Division Santa Ana Police Department 60 Civic Center Plaza Santa Ana, CA 92701 To Contractor: Hagerty Consulting, Inc. 1618 Orrington Avenue, Suite 201 Evanston, IL 60201 A party may change its address by giving notice in writing to the other party, Thereafter, any communication shall be addressed and transmitted to the new address, If sent by mail, communication shall be effective or deemed to have been given three (3) days after it has been deposited in the United States mail, duly registered or certified, with postage prepaid, and addressed as set forth above. If sent by fax, communication shall be effective or deemed to have been given twenty-four (24) hours after the time set forth on the transmission report issued by the transmitting facsimile machine, addressed as set forth above. For purposes of calculating these time fraises, weekends, federal, state, County or City holidays shall be excluded. 15. EXCLUSIVITY AND AMENDMENT This Agreement represents the complete and exclusive statement between the City and, Contractor regarding the subject matter therein, and supersedes any and all other agreements, oral or written, between the parties. In the event of a, conflict between the tents of this Agreement and any attachments hereto, the terms of this Agreement shall prevail. This Agreement may not be modified except by written instrument signed by the City and by an authorized representative of Contractor. The parties agree that any terms or conditions of any purchase order or other instrument that are inconsistent with, or in addition to, the terms and conditions hereof, shall not bind or obligate Contractor or the City, Each party to this Agreement acknowledges that no representations, inducements, promises or agreements, orally or otherwise, have been made by any party, or anyone acting on behalf of any party, which are not embodied herein, 16. ASSIGNMENT Inasmuch as this Agreement is intended to secure the specialized services of Contractor, Contractor may not assign, transfer, delegate, or subcontract any interest herein without the prior written consent of the City and any such assigurnent, transfer, delegation or subcontract without the City's prior written consent shall be considered mull and void. Nothing in this Agreement shall be construed to limit the City's ability to have any of the services which are the subject to this Agreement performed by City personnel or by other consultants retained by City. 17. WAIVER No waiver of a breach, failure of any condition, or any right or remedy contained in or granted by the provisions of this Agreement shall be effective unless it is in writing and signed by the party waiving the breach, failure, right, or remedy. No waiver of any breach, failure, right, or remedy shall be deemed a waiver of any other breach, failure, right, or remedy, whether or not similar, nor shall any waiver constitute a continuing waiver utrless the writing so specifies, 18. TERMINATION This Agreement maybe terminated by the City upon thirty (30) days written notice of termination. In such event, Contractor shall be entitled to receive and the City shall pay Contractor compensation for all services performed by Contractor prior to receipt of such notice of termination, subject to the following conditions: a. Asa condition of such payment, City may require Contractor to deliver to the City all work product completed as of such date, and in such case such work product shall be the property of the City unless prohibited by law, and Contractor consents to the City's use thereof for such purposes as the City deems appropriate. b. Payment need not be made for work that fails to meet the standard of performance specified in the Recitals of this Agreement. 19. NONDISCRIMINATION Contractor shall not discriminate because of race, color, creed, religion, sex, marital status, sexual orientation, age, national origin, ancestry, or disability, as defined and prohibited by applicable law, in the recruitment, selection, training, utilization, promotion, termination or other employment related activities or in connection with any activities raider this Agreement. Contractor affirms that it is an equal opportunity employer and shall comply with all applicable federal, state and local laws and regulations, 20. JURISDICTION -VENUE This Agreement has been executed and delivered in the State of California and the validity, interpretation, performance, and enforcement of any of the clauses of this Agreement shall be determined and governed by the laws of the State of California. Both parties farther 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. 21. PROFESSIONAL.LICENSES Contractor shall, throughout the teen of this Agreement, maintain all necessary licenses, permits, approvals, waivers, and exemptions necessary for the provision of the services hereunder and required by the laws and regulations of the United States, the State of California, the City of Santa Ana and all other governmental agencies. Contractor shall notilj, the City immediately and in writing of its inability to obtain or maintain such permits, licenses, approvals, waivers, and exemptions. Said inability shall be cause for termination of this Agreement. 22. CERTIFICATIONS a. Debarment and Suspension. Contractor will comply, and all its subcontractors willcomply, with applicable federal suspension and, debarment regulations including, but not limited to, Executive Orders 12549 and 12689, and 2 Code of Federal Regulations (CFR) §200.212 and codified in 2 CFR Part 200. b. Section 504 of the Rehabilitation Act of 1973. All recipients of federal ;funds must comply with Section 504 of the Rehabilitation Act of 1973 (The Act). Therefore, the federal funds recipient pursuant to the requirements of The Act hereby gives assurance that no otherwise qualified disabled person shall, solely by reason of disability be excluded from the participation in, be denied the benefits of or be subject to discrimination, including discrimination in employment, in anyprogram or activity that receives or benefits from federal financial assistance. Contractor agrees it will ensure that requirements of The Act shall be included in any agreements with and be 'binding on all of its subcontractors, assignees, or successors, c. Americans with Disabilities Act of 1990 (ADA). Contractor must comply with all requirements of the Americans with Disabilities Act of 1990 (ADA), as applicable. d. Lobbying and Political Activity, None of the Hinds, materials, property, or services provided directly or indirectly under this Agreement shall be used for any partisan political activity, or to further the election or defeat of any candidate for public office, or otherwise in violation of the provisions of the "Hatch Act". C. Contractor will comply, and all its subcontractors will comply, with all applicable lobbying prohibitions and, laws, including those found in United States Code Title 31, § 1352, et seq., and agrees that none of the funds provided under this award may be expended by the Contractor to pay any person to influence, or attempt to influence an officer or employee of any agency, a Member of Congress, an officer or employee of Congress, or an employee of a Member of Congress in connection with any federal action concerning the award or renewal of any federal contract, grant, loan, or cooperative agreement. f. Contractor will comply, and all its subcontractors will comply, with all requirements of the Byrd Anti -Lobbying Amendment (31 U.S.C. 1352), as applicable. g. Non -Discrimination and Equal Opportunity. Contractor will comply, and all its subcontractors will comply, with Title VI of the Civil Rights Act of 1964, as amended; Section 504 of the Rehabilitation Act of 1964, as amended; Subtitle A, Title II of the Americans with Disabilities Act (ADA) (1990); Title IX of the Education Amendments of 1972; the Age Discrimination Act of 1975, as amended; Drug Abuse Office and Treatment Act of 1972, as amended; Comprehensive Alcohol Abuse and Alcoholism Prevention, Treatment and Rehabilitation Act of 1970, as amended; Section 523 and 527 of the Public Health Service Act of 1912, as amended; Title VII] of the Civil Rights Act of 1968, as amended; Department of Justice Non -Discrimination Regulations, 28 CFR Part 42, Subparts C, D, E, and G; and Department of Justice regulations on disability discrimination, 28 CPR Part 35 and 39. In the event a Federal or State court, Federal or State administrative agency, or the Contractor makes a finding of discrimination after a due process hearing on the grounds of race, color, religion, national origin, sex, or disability against Contractor, Contractor will forward a copy of the findings to City, which will, in turn, submit the findings to the Office of Civil Rights, Office of Justice Programs, U.S. Department of Justice. h. Contractor will comply, and all its subcontractors will comply, with all requirements of the Executive Order 11246 of September 24, 1965, entitled "Equal Employment—Opportunity," as amended by Executive Order 11375 of October 13,, 1967, and as supplemented in Department of Labor regulations (41 CFR chapter 60), as applicable. i. Contractor will comply, and all its subcontractors will comply, with a1'1 requirements of the California Public Contract Code Section 10295.3, as applicable. j. Contractor will comply, and all its subcontractors will comply, with all requirements of the Copeland "Anti-I{ickback" Act (18 U.S.C. 874) as supplemented in Department of Labor regulations (29 CFR Part 3), as applicable. k. Contractor will comply, and all its subcontractors will comply, with all requirements of the Davis -Bacon Act (40 U.S.C, 276a to 276a-7) as supplemented by Department of Labor regulations (29 CFR Part 5), as applicable. 1. Contractor will comply, and all its subcontractors will comply, with all requirements of Sections 103 and 107 of the Contract Work and Safety Standards Act (40 U.S.C. 327-330) as supplemented by Department of Labor regulations (29 CFR Part 5), as applicable. In. Contractor will comply, and all its subcontractors will comply, with all applicable standards, orders or requirements issued under Section 306 of the Clean Air Act (42 U.S.C, 1857(h)), Section 508 of the Clean Water Act (33 U.S.C. 1368), Executive Order 11738, and the Enviromnental Protection Agency regulations (40 CFR part 15), as applicable. n. Contractor will comply, and all its subcontractors will comply, with all requirements of the Energy Policy and Conservation Act (Pub. L. 94.163, 89 Stat, 871), (53 FR 8078, 8087, Mar. 11, 1988, as amended at 60 FR 19639, '19645, Apr. 19, 1995), as applicable. o, Contractor will comply, and all its subcontractors will comply, with all requirements of Section 6002 of the Solid Waste Disposal Act, as amended by the Resource Conservation and Recovery Act, as applicable. P. Contractor agrees that the Department of Homeland Security shall have the authority to seek patent rights for any process, product, invention or discovery developed and paid for with funding through this Agreement based on the requirements of 37 CFR§ 401, as applicable. q Contractor may copyright any books, publications or other copyrightable materials developed in the course of or under this Agreement. However, the federal awarding agency, State Administrative Agency (SAA), and City reserve a royalty -free, non-exclusive, and irrevocable license to reproduce, publish or otherwise use, and to authorize others to use, for federal government, SAA and/or City purpose: (1) the copyright in any work developed through this Agreement; and (2) any rights of copyright to which the Contractor purchases ownership with support through this grant. The Federal government's, SAA's and City's rights identified above must be conveyed to the publisher and the language of the publisher's release form must ensure the preservation of these rights. 23. MISCELLANEOUS PROVISIONS a. Each undersigned represents and warrants that its signature herein below has the power, authority and right to bind their respective parties to each of the terms of this Agreement, and shall indemnify City fully, including reasonable costs and attorney's fees, for any injuries or damages to City in the event that such authority or power is not, in fact, held by the signatory or is withdrawn. b. All Exhibits referenced herein and attached hereto shall be incorporated as if fully set forth. in the body of this Agreement, IN WITNESS WHEREOF, the parties hereto have executed this Agreement the date and year first above written, ATTEST: CITY -07 -MTA ANA Maria D, Hnuzar David Cavazo Cleric of the Council City Manager APPROVED AS TO FORM: SONIA I CARVALHO City Attorney BY: John Funk Assistant City Attorney RECOA MEN 7EFO APPROVAL: e Carlos Rojas, Chief of Police Police Department 10 CONTRACTOR: ��„ t` Title: � "`Is'� C,ltmvom� EXHIBIT A Lest of Training/Classes and Exercises TRAINING Contractor•. Hagerty Consuitng 'Discipline Codcs; Lew Enforcement- LE, Flre = F, Emergency Medical Services w EMS, Emergency Management= EM, Public Health = PH, Other Discipline =OD Course Title I Description I Discipline Total Course Cost --Not Applicable - Training Courses not proposed by Contractor EXERCISES A) Discussion -Based Exercises - focus on strategic, policy -oriented issues; facilitators and/or presenters usually lead the discussion, keeping participants on track towards meeting exercise objectives. ("Note: Estimated costs are example costs only and depict a range that on exercise mayfall within. Actual costs can vary and is dependent on the size, scope, and variables involved with a Partitular exerclsel Exercise Type Description Variables Range of Cost (Estimated) Seminars generally orient participants to, or provide an overview of, Seminar authorities, strategies, plans, policies, procedures, protocols, resources, Participants (#), concepts, and ideas, Seminars can be valuable for entitles that are Facilitation, HOW5, $5,000- $25,000 developing or making major changesto existing plans or procedures. Materials, Location Although similar to seminars, workshops differ in two important aspects: 1. participant interaction is increased, and 2, focus is placed on achieving participants (q), Workshop or building a product. To be effective, workshops should have clearly Facilitation, Hours, $8,000-$35,000 defined objectives, products, or goals, and should focus on a specific Materials, Location, Issue. Plans Page 1 of 3 bletop Exercises (TTX) are Intended to generate discussion of various ues regarding a hypothetical simulated emergency. They can be used enhance general awareness, validate plans and procedures, rehearse ncepts, and/or assess the types of.systems needed to guide the aventlon of, protection from, mitigation of, response to, and recovery an a defined incident. The effectiveness of a TTX is derived from the ergetle involvement of participants and their assessment of :ommended revisions to current policies, procedures, and plans; arefore facilitation is critical to keeping participants focused on :rcise objectives Contractor: Hagerty Consulting Participants ""' Facilitation, Hours, Materials, Location, $25,000-$50,000 Reporting/Plans R) Operation -Based exerclsos- used to validate plans, policies, agreements, and procedures; clarify roles and responslbllides; and identify resource gaps. Exercises are characterized by actual reaction to an exercise scenario, such as Initiating communications or mobilizing personnel and resources. ("Note: Estimated costs are example costs only and depict a range that an axerdse may fall within. Actual costs can vary and is dependent an the size, scope, and variables involved with a particular exercise) Exercise Type Description Variables Range of Cost (Estimated) Preparation, Planning Meetings, A drill is a coordinated, supervised activity usually employed to validate Participants (9), a specific function or capability in a single agency or organization. Drills Facilitation, Hours, are commonly used to provide training on new equipment, validate Materials, Drill procedures, orpractice and maintain current skills. For every , drill Site/Mgt. $30,000-$75,000 clearly defined plans, procedures, and protocols need to be In place. Locations, Personnel need to be familiar with those plans ancitrained in the Reporting/Plans, processes and procedures to be drilled. Travel & Expenses, Moulage, Media, Volunteer Coordination Page 2 of 3 Contractor: Hagerty Consulting Page 3 of 3 Preparation, Functional Exercises (FE) are designed to validate and evaluate Planning Meetings, capabilities, multiple functions and/or sub -functions, or interdependent Participants III), groups of functions, FEs are typically focused on exercising plans, Facilitation, Hours, Functional policies, procedures, and . staff members Involved in management, Materials, $55,000-$100,000 direction, command, and control functions. An FE Is conducted in a Slte/i realistic, real-time environment; however, movement of personnel and Locations, equipment Is usually simulated, Reporting/Plans, Travel& Expenses Preparation, Full -Scale Exercises (FSE) are typically the most complex and resource- Planning Meetings, intensive type of exercise. They involve multiple agencies, organizations, Participants (#j, and jurisdictions and validate many facets of preparedness, FSEs often Facilitation, Hours, Include many players operating under cooperative systems such as the Materials, Full -Scale Incident Command System (ICS) or Unified Command, In an FSE, events Site/Mgt. are projected through an exercise scenario with event updates that drive Locations, $75,000-$1SD,000 activity at the operational level. FSEs are usually conducted In a real- Reporting/Plans, time, stressful environment that is intended to mlrrora real incident. Travel & Expenses, Throughout the duration of the exercise, many activities occur Moulage, Media, simultaneously. Volunteer Coordination Page 3 of 3 3.1 SECTION III EXHIBIT B TECHNICAL SPECIFICATIONS REQUIREMENTS The specific requirements of the RFQ have been listed in two sections to allow proposers to respond to either, the training courses component, the exercise component, or both. There is no requirement the Proposer must respond to both components of the RFQ. TRAINING COURSES 1. The ASAUA requires training courses in the following specific disciplines: a. Law Enforcement/Tactical b, Fire/Emergency Medical c. Public Health d. Emergency Management 2. The Proposer shall conduct training courses at various locations/venues within the ASAUA. 3, The Proposer shall prepare course flyers, register attendees, record attendance by signed roster, provide certificates of completions, and verify course completion by the participants. 4. The Proposer shall prepare and present specified training courses. Course material shall be available at the time the training is provided for each of the training courses the proposer has outlined in their propose[. 5. All training courses presented must meet state and federal guidelines and be approved by Cal OES and DHS for reimbursement under the Homeland Security Grant Program prior to delivery. Refer to the Cal OES website at: http://www.caloes ca. ov/cal-oes- divisions/california-specialized•tralni L,ti stitute and the DHS website at: RFQ No, 16.066 Page 14 hftos://www.fei*ia.00vltraininq for further information regarding state and federal guidelines for Department of Homeland Security grants. If any portion of the training course occurs outside of the classroom, an Environmental & Historic Preservation (EHP) approval must be obtained from FEMA/Cal CIES prior to delivery of the course. The EHP approval is location specific and if an EHP approval is required, one must be obtained for each location where the course is delivered. It shall be the responsibility of the Proposer to complete all of the forms and documentation necessary to obtain the required approvals. The ASAUA Homeland Security Regional Training and Exercise Program Manager will assist the Proposer with the submission of the requests for approval. The City shall not be billed for any costs associated with obtaining these approvals. 6. The Proposer shall offer course content that satisfy the five preparedness priorities identified in the ASAUA Multiyear Training & Exercises plan. The ASAUA MTEP is attached for reference. 7. The Proposer shall provide all required training material, handouts, course syllabus andfor written curriculum. 8. The Proposer shall collect written survey comments/course evaluations from participants at the conclusion of every course offered. Survey/course evaluations will be conducted in a manner specified by the City. A standardized course survey form will be provided to the successful proposers. 9. The City reserves the right to cancel the training course with fourteen (14) calendar days' notice of delivery date, and not be charged for the class, travel costs, or training materials by the vendor. 10. Proposer shall provide and assign high quality instructors on a consistent basis to deliver the specified courses. 11, All Instructors shall use the methods suggested by the training protocols established such as maintaining and updating each training syllabus, introducing and following objectives for each class, completing training as described, and utilizing training aids such as audio/visual systems. RFQ Na. 16-068 Page 15 12. The Proposer and all of their instructors shall provide immediate feedback to the City via the ASAUA Homeland Security Regional Training and Exercise Program Manger regarding all customer requests for new or additional services or to lodge complaints. 13. The Proposer will be paid for time, materials and for services rendered. Training days are generally eight (8) hours long, e.g. 8AM-5PM, including a one (1) hour lunch. The schedule should include regular breaks on a 50/10 break ratio —for every fifty (50) minutes of instruction, there should be a ten (10) minute break. Half days are defined as four (4) hours or less of curriculum. 14. Training venues may be provided by the City or by hosting agencies based on the needs of the course. Proposer must be able to secure training sites at any of the jurisdictions within the ASAUA. 15, All Proposer developed courses must be approved by California Office of Emergency Services (Cal OES) for reimbursement under the Homeland Security Grant Program prior to delivery. It is the responsibility of the Proposer to prepare all of the forms and documentation necessary to obtain all course approvals. The ASAUA Homeland Security Regional Training and Exercise Program Manager will assist the Proposer with the submission of the requests for approval. The City shall not be billed for any costs associated with obtaining these approvals. 16. The anticipated stark date of this agreement is Fall of 2016. Usage under this agreement will begin at this time. 17. Depending on the training or exercise, the proposer's instructors and courses may be required to be California Peace Officer Standards & Training (POST) certified or California State Fire Marshal approved. It shall be the responsibility of the Proposer to obtain all POST certifications and California State Fire Marshal course approvals. The ASAUA Homeland Security Regional Training and Exercise Program Manager will assist the Proposer with the submission of the requests for certifications and approval. The City shall not be billed for any costs associated with obtaining these certifications and approvals. RFQ No, 16-068 page 16 18. A list of "approved" courses is available from Cal OES at www.caloes.ca.gov and a list of Federal Emergency Management Agency (FEMA) approved classes is available at www.fema.gov/training 19. Proposers are responsible for providing all course materials and delivering it to the site(s) of all training. 20. Proposer will work with the ASAUA Homeland Security Regional Training and Exercise Program Manager and requesting agency to coordinate the training calendar and venue. 21. When required, Proposer must obtain the applicable certifications for developed courses before training begins. The need for certification will be determined by the ASAUA Training & Exercise Program Manager. It shall be the responsibility of the Proposer to complete all of the forms and documentation necessary to obtain the required certifications. The ASAUA Homeland Security Regional Training and Exercise Program Manager will assist the Proposer with the submission of the requests for certification. The City shall not be billed for any costs associated with obtaining these certifications. 22. Proposer will be required to obtain Emergency Medical Association (EMA) or Emergency Management Institute (EMI) certification on developed courses if the course content contains materials that require state and/or federal certification. The ASAUA Homeland Security Regional Training and Exercise Program Manager will assist the Proposer with the submission of the requests for certification. The City shall not be billed for any costs associated with obtaining these certifications. 23. Proposer may not charge the City for materials brought to the class that are not utilized. 24. Proposers may be selected to provide training based on their expertise within a specific discipline. RFQ No. 16.068 Page 17 25. Proposers shall ensure that training participants are members of agencies or organizations located or operating within the ASAUA, or have been approved by the ASAUA Training & Exercise Program Manager or his designee. 26. Proposer shall ensure that, when required, an Environmental Historic Preservation (EHP) approval has been issued to the ASAUA before delivery of the training course. It shall be the responsibility of the Proposer to complete all of the forms and documentation necessary to obtain the required EHP approvals. The ASAUA Homeland Security Regional Training and Exercise Program Manager will assist the Proposer with the submission of the requests for approval. The City shall not be billed for any costs associated with obtaining these approvals. 27. Upon award of an agreement, the City will request a firm proposal from the approved qualified training provider on their proposed training courses whenever the need arises. 3.1.1 DELIVERABLES / REPORTS FOR TRAINING COURSES 1. Course Surveys I Evaluations a, The course surveys / evaluations results will be tabulated and scored by the Proposer. Summary of the results will be provided to the ASAUA Training & Exercise Program Manager. b. Completed course surveylevaluation forms will be provided to the ASAUA Training & Exercise Program Manager within 30 days of delivery of the training course. 2. Proposer must provide course flyers for all training courses to be delivered by Proposer. 3. Proposer will provide to the ASAUA Training & Exercise Program Manager all rosters and sign -in sheets upon completion of the training course for all training courses delivered. RFQ No. 16-069 Page 1.4 4. Proposer will provide certificates of completion to all students that successfully complete the training course at the conclusion of the training course and provide copies of the certificates to the ASAUA Training & Exercise Program Manager within 30 days of delivery of the training course. 3.1,2 QUANTITIES FOR TRAINING COURSES 1. Quantities listed herein are estimates and are not to be construed as a commitment. No minimum or maximum is guaranteed or implied. 3.1.3 PRICING FOR TRAINING COURSES 1. All pricing quoted by Proposer in the RFQ and Response Packet will be considered by the grant office to be good faith estimates and used for budgetary planning purposes only. Firm price quotes will be requested from and provided by the selected qualified vendors during an informal solicitation for quotation and Purchase Order process and will remain firm for the term of any agreement that may be awarded as a result of this RFQ. 2. Unless otherwise stated, Proposer agrees that, in the event of a price decline, the benefit of such lower price shall be extended to the City. 3. All prices are to be F.O.B. destination. Any freight/delivery charges are to be included. 4. Any price increase or decrease for subsequent contract terms may be negotiated between Proposer and City only after completion of the initial term. 5. Taxes and freight charges: a. The City is soliciting a total price per single delivery of each training course. The price quoted for each training course shall be the total cost the City will pay including Sales, Use, or other taxes and all other charges, b. No charge for delivery, drayage, express, parcel post packing, cartage, insurance, license fees, permits, costs of bonds, or any other purpose, RFQ No. 16-D68 Page 19 except taxes legally payable by City, will be paid by the City unless expressly included and itemized in the proposal. c. Amount paid for transportation of property to the City of Santa Ana is exempt from Federal Transportation Tax. An exemption certificate is not required where the shipping papers show the consignee is the City of Santa Ana; as such papers may be acceptable by the carrier as proof of the exempt character of the shipment. d. Articles sold to the City of Santa Ana are exempt from certain Federal excise taxes. The City will furnish an exemption certificate. 6. All prices quoted shall be in United States dollars and "whole cent," no cent fractions shall be used. There are no exceptions. 7. Price quotes shall include any and all payment incentives available to the City. 8. Proposers are advised that in the evaluation of costs, if applicable, it will be assumed the unit price quoted is correct in the case of a discrepancy between the unit price and an extension. g. Federal and State minimum wage laws apply. The City has no requirements for living wages. The City is not imposing any additional requirements regarding wages. 3.1.4 AWARD FOR TRAINING COURSES 1. The City reserves the right to reject any or all responses that materially differ from any terms contained in this RFQ or from any Exhibits attached hereto, to waive informalities and minor irregularities in responses received, and to provide an opportunity for Proposers to correct minor and immaterial errors contained in their submissions. The decision as to what constitutes a minor irregularity shall be made solely at the discretion of the City. 2. The City reserves the right to award an agreement to a single Proposer or multiple Proposers. RFQ No. 16-068 Page 20 3. The City has the right to decline to award an agreement or any part thereof for any reason. 4. City Council approval to award an Agreement pursuant to this RFQ will be required. 5. Any agreement must be negotiated, finalized, and approved by the recommend vendor prior to City Council approval. 6, The RFQ specifications, terms, conditions, and Exhibits, RFQ Addenda and Proposer's proposal, may be incorporated into and made a part of any agreement that may be awarded as a result of this RFQ. 3.1.5 METHOD OF ORDERING TRAINING COURSES 1. As training is required, solicitations in the form of firm price quotations will be requested from the vendors with which the City has an Agreement. 2. Individual order price quotations shall be provided upon request per project and shall include, but not be limited to, an identifying (quotation) number, date, City of Santa Ana agreement number, requester name and phone number, ship to location, itemization of services with complete description and price per item and a summary of total cost for services, shipping, and tax. 3. Price quotations will be reviewed and vendors will be selected by the UASI Grant Office. Written Purchase Orders (POs) will be issued upon approval of written itemized quotations received from the Proposer. 4. POs will be faxed, transmitted electronically, or mailed and shall be the only authorization for the Proposer to place an order. 5. POs and payments for service will be issued only in the name of the Proposer. 6. Proposer shall adapt to changes to the ordering method or ordering procedures as required by the City during the term of the agreement. 7. Change orders shall be agreed upon by Proposer and City and issued as needed in writing by the City. RFQ No, 16-068 Page 21 3.1.6 INVOICING FOR TRAINING COURSES 1. Proposer shall invoice the City, unless otherwise advised, upon satisfactory receipt of performance of services. 2. City will use best efforts to make payments within thirty (30) days following receipt and review of invoice and upon complete satisfactory receipt of performance of services. 3. Invoices should be mailed to: Sgt. Brad Hadley Santa Ana Police Department Homeland Security Division / M-18 60 Civic Center Plaza P.O. Box 1981 Santa Ana, CA 92701 4. City shall notify Proposer of any adjustments required to invoices. 5. Invoices shall have City PO number, invoice number, agreement number, remit to address and itemized services description and price as quoted and shall be accompanied by acceptable proof of delivery. 6. Proposer shall utilize standardized invoices upon request. 7. Invoices shall only be issued by the vendor who is awarded an agreement. 3.1.7 ACCOUNT MANAGER ( SUPPORT STAFF FOR TRAINING COURSES 1. Proposer shall provide a dedicated competent account manager who shall be responsible for the City account / agreement. The account manager shall receive all orders from the City and shall be the primary contact for all issues regarding the Proposer's response to this RFQ and any agreement which may arise pursuant to this RFQ. RFQ No. 16 068 Page 22 2. Proposer shall also provide adequate, competent support staff that shall be able to service the City during normal working hours, Monday through Friday. Such representative(s) shall be knowledgeable about the agreement, training offered, and able to identify and resolve quickly any issues included, but not limited to order and invoicing problems. 3. Proposer account manager shall be familiar with City requirements and standards and work with the City to ensure that established standards are adhered to. 4. Proposer account manager shall keep the City and ASAUA Training & Exercise Program Manager informed of requests from departments as required. 3.2 EXERCISES 1, The ASAUA requires seminars, workshops, tabletops, drills, functional, and full-scale exercises in the following specific disciplines! a, Law Enforcement/Tactical b. l=ire/Emergency Medical c. Public Health d. Emergency Management 2. The Proposer shall conduct seminars, workshops, tabletops, drills, functional, and full-scale exercises at various locations/venues within the ASAUA. All drills, functional and full scale exercises will require an EHP approval from FEMA/Cal OES prior to delivery. It shall be the responsibility of the Proposer to complete all of the forms and documentation necessary to obtain the required EHP approvals. The ASAUA Homeland Security Regional Training and Exercise Program Manager will assist the Proposer with the submission of the requests for approval. 3. All exercises must be conducted in a manner which adheres to all applicable state and federal guidelines, including exercise design and development guidelines outlined in the HSEEP. RFQ No. 16-068 Page 23 4. When conducting seminars, workshops, tabletops, drills, functional and full-scale exercises the Proposer shall provide all required exercise consumables, printed materials, handouts, and other materials such as, but not limited to, exercise manuals, special effects, actor moulage, supplies, signage, etc. 5. Proposer shall provide and assign high quality personnel such as exercise designers, directors, controllers, evaluators, and support personnel on a consistent basis to deliver the specified seminars, workshops, tabletops, drills, functional, and full-scale exercises. 6. Proposer shall provide all multi -media devices necessary for presentations during seminars, workshops, tabletops, drills, functional, full-scale exercises, and any planning meetings and conferences. 7. The Proposer and all of their exercise personnel shall provide immediate feedback to the City via the ASAUA Homeland Security Regional Training and Exercise Program Manger regarding all customer requests for new or additional services or to lodge complaints. 8. Seminar, workshop, tabletop, drill, functional and full-scale exercise venues may be provided by the City or by hosting agencies based on the needs of the exercise. Proposer must be able to secure exercise sites at any of the jurisdictions within the ASAUA. 9. Proposers are responsible for providing exercise materials and delivering it to the site(s) of all seminars, workshops, tabletops, drills, functional and full-scale exercises. 10. Proposer may not charge the City for materials brought to the seminars, workshops, tabletops, drills, functional, and full-scale exercises that are not utilized. 11. Proposers may be selected to provide seminars, workshops, tabletops, drills, functional, and full-scale exercises based on their expertise and experience within a specific discipline. RFQ No, 16-066 Page 24 12. Proposers shall ensure that exercise participants are members of agencies or organizations located or operating within the ASAUA, or have been approved by the ASAUA Training & Exercise Program Manager or his designee. 18. Proposer shall ensure that, when required, an Environmental Historic Preservation (EHP) approval letter has been issued to the ASAUA before delivery of any seminars, workshops, tabletops, drills, functional, and full-scale exercises. All drills, functional and full scale exercises will require an EHP approval from FEMA/Cal OES prior to delivery. It shall be the responsibility of the Proposer to complete all of the forms and documentation necessary to obtain the required EHP approvals, The ASAUA Homeland Security Regional Training and Exercise Program Manager will assist the Proposer with the submission of the requests for approval. 3.2.1 QUALIFICATIONS— HOMELAND SECURITY EXERCISE EXPERIENCE The following elements outline the type of experience and expertise proposers should possess related to the development and delivery of seminars, workshops, tabletops, drills, functional and full-scale exercises. Proposers will document their experience and expertise in Attachment D — Proposal Response Packet. The ASAUA requires seminars, workshops, tabletops, drills, functional and full-scale exercises in the following specific disciplines: a. Law Enforcement/Tactical b. Fire/Emergency Medical c. Public Health d. Emergency Management 2. Proposer should be experienced and proficient in the design and delivery of relevant homeland security related seminars, workshops, tabletops, drills, functional and full- scale exercises. RFQ No. 16-068 Pagc 25 3. Proposer should have staff that is experienced and proficient in developing seminars, workshops, tabletops, and drills, functional and full-scale exercises in accordance with HEESP guidelines. 4. Proposer should have staff that is experienced and proficient in conducting seminars, workshops, tabletops, drills, functional and full-scale exercises in accordance with HEESP guidelines. 5. Proposer should have staff that is experienced and proficient in providing training to and coordinating exercise evaluators, controllers, and Simulation Cell operators. 3.2.2 DELIVERABLES / REPORTS FOR EXERCISES 1, Exercise Documents a. Proposer shall provide all documents necessary to conduct seminars, workshops, tabletops, drills, functional and full-scale exercises in accordance with HEESP guidelines. These documents should include, but not be limited to: Exercise Plan, Controller/Evaluator Plan, Master Scenario Events List (MESL), Exercise Evaluation Guides, etc. 2. Proposer will provide rosters, sign -in sheets, and presentation materials for all planning meetings conducted in support of all seminars, workshops, tabletops, drills, functional and full-scale exercises and will deliver to the ASAUA Training & Exercise Program Manager upon completion of the planning activity. 3. Proposer will provide rosters and sign -in sheets for all seminars, workshops, tabletops, drills, functional and full-scale exercises and will deliver to the ASAUA Training & Exercise Program Manager upon completion of the exercise activity. 4. Proposer will complete After Action Reports (AARs) for all seminars, workshops, tabletops, drills, functional and full-scale exercises. Copies of these AARs will be provided to the ASAUA Training & Exercise Program Coordinator within 60 days of any seminars, workshops, tabletops, drills, functional, and full-scale exercises. PFQ No. 16-068 Page 26 5. Proposer will complete an Improvement Plan for each seminar, workshop, tabletop, drill, functional and full-scale exercise delivered, Copies of the Improvement Plan will be provided to the ASAUA Training & Exercise Coordinator within 60 days of any seminars, workshops, tabletops, drills, functional, and full-scale exercises. 6. Proposer will upload, on behalf of the ASAUA, all necessary AARs and Improvement Plans into HSEEP within 60 days of completing any exercise activity, 3.2.3 QUANTITIES FOR EXERCISES Quantities listed herein are estimates and are not to be construed as a commitment. No minimum or maximum is guaranteed or implied. 3.2.4 PRICING FOR EXERCISES 1. All price quotes offered during an informal request for quote process will remain firm for the term of the resulting PO under the Agreement. 2. Unless otherwise stated, Proposer agrees that, in the event of a price decline, the benefit of such lower price shall be extended to the City. 3. All prices are to be F.O.B. destination. Any freight/delivery charges are to be included. 4. Any price increase or decrease for subsequent contract terms may be negotiated between Proposer and City only after completion of the initial term. 5. Taxes and freight charges: a. The City is soliciting a total price per single delivery of each seminar, workshop, tabletop, drill, functional, and full-scale exercise. The price quoted for each seminar, workshop, tabletop, drill, functional, and full-scale exercise shall be the total cost the City will pay including Sales, Use, or other taxes and all other charges. b. No charge for delivery, drayage, express, parcel post packing, cartage, insurance, license fees, permits, costs of bonds, or any other purpose, RFQ No. 16-D58 Page 27 except taxes legally payable by City, will be paid by the City unless expressly included and itemized in the proposal. c. Amount paid for transportation of property to the City of Santa Ana is exempt from Federal Transportation Tax. An exemption certificate is not required where the shipping papers show the consignee is the City of Santa Ana; as such papers may be acceptable by the carrier as proof of the exempt character of the shipment. d. Articles sold to the City of Santa Ana are exempt from certain Federal excise taxes. The City will furnish an exemption certificate. 6. All prices quoted shall be in United States dollars and "whole cent," no cent fractions shall be used. There are no exceptions. 7. Price quotes shall include any and all payment incentives available to the City. 8. Proposer are advised that in the evaluation of costs, if applicable, it will be assumed the unit price quoted is correct in the case of a discrepancy between the unit price and an extension. 9. Federal and State minimum wage laws apply. The City has no requirements for living wages. The City is not imposing any additional requirements regarding wages. 3.2.5 AWARD FOR EXERCISES 1. The City reserves the right to reject any or all responses that materially differ from any terms contained in this RFQ or from any Exhibits attached hereto, to waive informalities and minor irregularities in responses received, and to provide an opportunity for proposers to correct minor and immaterial errors contained in their submissions. The decision as to what constitutes a minor irregularity shall be made solely at the discretion of the City. 2. The City reserves the right to award to a single or multiple proposers. RFQ No, 1.6-068 Page 28 3. The City has the right to decline to award an agreement or any part thereof for any reason. 4. City Council approval to award an Agreement will be required. 5. The Master Agreement must be negotiated, finalized, and signed by the recommend awardee(s) prior to City Council approval. 6. Final Master Agreement terms and conditions will be negotiated with the selected vendors. 7. The RFQ specifications, terms, conditions, and Exhibits, RFQ Addenda and Proposer's proposal, may be incorporated into and made a part of any agreement that may be awarded as a result of this RFQ, 3.2,6 METHOD OF ORDERING FOR EXERCISES 1. As an exercise is required, solicitations in the form of a firm price quotation will be requested from the vendors. 2. Proposers who have been qualified will be provided a scope of work for the desired seminar, workshop, tabletop, drill, functional or full-scale exercise and requested to provide a written quotation. These quotations will be reviewed and evaluated by the ASAUA Grant Office. 3. Individual order price quotations shall be provided upon request per project and shall include, but not be limited to, an identifying (quotation) number, date, City of Santa Ana agreement number, re,questor name and phone number, ship to location, itemization of services with complete description and price per item and a summary of total cost for services, shipping, and tax. 4. Written Purchase Orders (POs) will be issued upon approval of written itemized quotations received from the Proposer(s). 5. POs will be faxed, transmitted electronically, or mailed and shall be the only authorization for the Proposer to place an order. RrQ No, 16.068 Page 29 6. POs and payments for service will be issued only in the name of the Proposer. 7. Proposer shall adapt to changes to the ordering method or ordering procedures as required by the City during the term of the agreement. 8. Change orders shall be agreed upon by Proposer and City and issued as needed in writing by the City, 3.2.7 INVOICING FOR EXERCISES 1. Proposer shall invoice the City, unless otherwise advised, upon satisfactory receipt of performance of services, 2. The Proposer will submit invoices according to milestones that are mutually agreed upon by the City and the Proposer, and will be established at the time an agreement is entered into between the City and the Proposer. 3. Invoices should be mailed to: Sgt. Brad Hadley Santa Ana Police Department Homeland Security Division / M-18 60 Civic Center Plaza P.O. Box 1981 Santa Ana, CA 92701 4. City will use best efforts to make payments within thirty (30) days following receipt and review of invoice and upon complete satisfactory receipt of performance of services. 5. City shall notify Proposer of any adjustments required to invoices. 6. Invoices shall contain Agreement number, City PO number, invoice number, remit to address and itemized services description and price as quoted and shall be accompanied by acceptable proof of delivery. RFO. No. 16-068 Page 30 7. Proposer shall utilize standardized invoice upon request. 8. Invoices shall only be issued by the Proposer who is awarded an agreement. 9. Payments will be issued to and invoices must be received from the same Proposer whose name is specified on the POs. 3.2,8 ACCOUNT MANAGER / SUPPORT STAFF FOR EXERCISES 1. Proposer shall provide a dedicated competent account manager who shall be responsible for the City account / agreement. The account manager shall receive all orders from the City and shall be the primary contact for all issues regarding the Proposer's response to this RFQ and any agreement which may arise pursuant to this RFQ. 2. Proposer shall also provide adequate, competent support staff that shall be able to service the City during normal working hours, Monday through Friday. Such representative(s) shall be knowledgeable about the agreement, training offered, and able to identify and resolve quickly any issues included, but not limited to order and invoicing problems. 3. Proposer account manager shall be familiar with City requirements and standards and work with the City to ensure that established standards are adhered to. 4. Proposer account manager shall keep the City and ASAUA Training & Exercise Program Manager informed of requests from departments as required. RFQ No, 16-068 Page 31 A� o® CERTIFICATE OF LIABILITY INSURANCE DATE 08/2 /201YYY) 08/26/2016 THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER, AND THE CERTIFICATE HOLDER. IMPORTANT: If the certificate holder is an ADDITIONAL INSURED, the policy(les) must 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 1-414-443-0000 Hays Companies of Wisconsin, Inc. CONTACT NAME:PHONE FAX LAIC. Noo at: AIC No: 1200 North Mayfair Road, Suite 100 ADDRESS: INSURERS AFFORDING COVERAGE HAICM Milwaukee, WI 53226 INSURER A: NATIONAL FIRE INS CO OF HARTFORD 20478 01/01/1 INSURED Hagerty Consulting, Inc. INSURER B: CONTINENTAL CAS CO 20443 INSURER C: VALLEY FORGE INS CO 20508 INSURER D: UNDERWRITERS AT LLOYDS-BEAZLEY 32727 1618 Orrington Avenue, Suite 201 INSURER E: Evanston, IL 60201 INSURER F: COVERAGES CERTIFICATE NUMBER: 47667648 REVISION NUMBER - THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. INSR LTR TYPE OF INSURANCE ADDL SUBR POLICY NUMBER POLICY EFF MMIDD/YYYY POLICY EXP MMICHNYYYY LIMITS A GENERAL LIABILITY X 6023741069 01/01/1 01/01/17 EACHOCCURRENE $1,000,000 X COMMERCIAL GENERAL LIABILITY PREMIDAMAGETO.Eocbm 100,000 PREMISES Ea occurre ca $ MED EXPAny one person) $10,000 CLAIMS -MADE OCCUR PERSONAL &ADV INJURY $1,000,000 GENERAL AGGREGATE $2,000,000 GEN'L AGGREGATE LIMIT APPLIES PER: PRODUCTS � COMPIOP AGO $2,000,000 X I POLICY PRO-JECT F7] LOC $ A AUTOMOBILE LIABILITY 6023741055 01/01/1 01/01/17 COMBINED SINGLE LIMIT Ea accident 1,000,000 BODILY INJURY (Per person) $ ANY AUTO ALL OWNED SCHEDULED AUTOS AUTOS BODILY INJURY(Peraccident $ X HIRED AUTOS X NON -OWNED AUTOS PROPERTY DAMAGE $ Per accident B X UMBRELLA LIAB X OCCUR 6023741072 01/01/1 01/01/17 EACH OCCURRENCE $ 1,000,000 EXCESS LIAB CLAIMS -MADE AGGREGATE $ 1,000,000 DED I X RETENTION$ 10, 000 $ C WORKERS COMPENSATION AND EMPLOYERS' LIABILITY YI N ANY PROPRIETORIPARTNEWEXECUTIVE OFFICERIMEMBER EXCLUDED? NIA 6023741041 (AOS) 01/01/1 01/01/17 X I WCSTATU- OTH- E.L. EACH ACCIDENT $ 500,000 E, L. DISEASE � EA EMPLOYE$ 500,000 (Mandatary in NH) If you, describe under DESCRIPTION OF OPERATIONS below E.L. DISEASE - POLICY LIMIT $ 560:2 0 0 , 00 0 C WC (CA) 6023741086 O1 O1 1 51/51/17 EaAcc EaEE Po L m 1,000,000 D Professional Liability W17828160201 O1/O1/1 01/01/17 Ea Claim/Agg 2,000,000 DESCRIPTION OF OPERATIONS I LOCATIONS I VEHICLES (Attach ACORD 101, Additional Remarks Schedule, if more space is required) RE: Anaheim/Santa Ana Urban Area (ASAUA) Homeland Security Regional Training Exercise Program The City of Santa Ana, it officers, employees, agents and representatives are additional insured on above referenced policy where required by written contract. General Liability is Primary and Noncontributory. A 30 day notice of cancellation/non-renewal for any reason other than for non-payment of premium will be provided. CERTIFICATE HOLDER CANCELLATION © 1988-2010 ACOR R O Z A I reserved. ACORD 25 (2010/05) The ACORD name and logo are registered marks of ACORQ-,fhalas SEP 1 2 47667648 BY: _ SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE The City of Santa Ana THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. 20 Civic Center Plaza AUTHORIZED REPRESENTATIVE Santa Ana CA 92701 Q..P) ,�( USA A © 1988-2010 ACOR R O Z A I reserved. ACORD 25 (2010/05) The ACORD name and logo are registered marks of ACORQ-,fhalas SEP 1 2 47667648 BY: _ CNA CNA PARAMOUNT Technology General Liability Extension Endorsement It is understood and agreed that this endorsement amends the COMMERCIAL GENERAL LIABILITY COVERAGE PART as follows. If any other endorsement attached to this policy amends any provision also amended by this endorsement, then that other endorsement controls with respect to such provision, and the changes made by this endorsement with respect to such provision do not apply. CNA74872XX (1-15) Page 1 of 14 Nat11 Fire Ins Cc Insured Name: HAGERTY of Hartford CONSULTING. INC. Policy No: Endorsement No: Effective Date: Copynght CNA All Rights Reserved. Includes copyrighted meodal of Insurance Services Office, Inc., with its permission. 6023741069 za 01/01/2016 7 TABLE OF CONTENTS 1. Additional Insureds 2. Additional Insured - Primary And Non -Contributory To Additional Insured's Insurance 3. Bodily Injury—Expanded Definition 4. Broad Knowledge of Occurrence/ Notice of Occurrence 5. Broad Named Insured 6. Estates, Legal Representatives and Spouses 7. Expected Or Intended Injury — Exception for Reasonable Force 8. In Rem Actions 9. Incidental Health Care Malpractice Coverage 10. Joint Ventures/Partnership/Limited Liability Companies 11. Legal Liability — Damage To Premises 12. Medical Payments 13. Non -owned Aircraft Coverage 14. Non -owned Watercraft 15. Personal And Advertising Injury — Discrimination or Humiliation 16. Personal And Advertising Injury - Limited Contractual Liability 17. Property Damage - Elevators 18. Supplementary Payments 19. Property Damage — Patterns, Molds and Dies 20. Unintentional Failure To Disclose Hazards 21. Waiver of Subrogation — Blanket CNA74872XX (1-15) Page 1 of 14 Nat11 Fire Ins Cc Insured Name: HAGERTY of Hartford CONSULTING. INC. Policy No: Endorsement No: Effective Date: Copynght CNA All Rights Reserved. Includes copyrighted meodal of Insurance Services Office, Inc., with its permission. 6023741069 za 01/01/2016 7 CNA CNA PARAMOUNT Technology General Liability Extension Endorsement iW_101elk 0[QIF_,J i10F'.111 �F^' a. WHO IS AN INSURED is amended to include as an Insured any person or organization described In paragraphs A. through K. below whom a Named Insured is required to add as an additional insured on this Coverage Part under a written contract or written agreement, provided such contract or agreement: (1) is currently in effect or becomes effective during the term of this Coverage Part; and (2) was executed prior to: (a) the bodily injury or property damage; or (b) the offense that caused the personal and advertising injury, for which such additional insured seeks coverage. b. However, subject always to the terms and conditions of this policy, including the limits of insurance, the Insurer will not provide such additional insured with: (1) a higher limit of insurance than required by such contract or agreement; or (2) coverage broader than required by such contract or agreement, and in no event broader than that described by the applicable paragraph A. through K. below. Any coverage granted by this endorsement shall apply only to the extent permissible by law A. Controlling Interest Any person or organization with a controlling Interest in a Named Insured, but only with respect to such person or organization's liability for bodily injury, property damage or personal and advertising injury arising out of: 1. such person or organization's financial control of a Named Insured; or 2. premises such person or organization owns, maintains or controls while a Named Insured leases or occupies such premises; provided that the coverage granted by this paragraph does not apply to structural alterations, new construction or demolition operations performed by, on behalf of, or for such additional insured. B. Co-owner of Insured Premises A co-owner of a premises co -owned by a Named Insured and covered under this insurance but only with respect to such co -owner's liability for bodily injury, property damage or personal and advertising injury as co-owner of such premises. C. Grantor of Franchise Any person or organization that has granted a franchise to a Named Insured, but only with respect to such person or organization's liability for bodily injury, property damage or personal and advertising injury as grantor of a franchise to the Named Insured. D. Lessor of Equipment Any person or organization from whom a Named Insured leases equipment, but only with respect to liability for bodily injury, property damage or personal and advertising injury caused, in whole or in part, by the Named Insured's maintenance, operation or use of such equipment, provided that the occurrence giving rise to such bodily injury, property damage or the offense giving rise to such personal and advertising injury takes place prior to the termination of such lease. E. Lessor of Land CNA74872XX (1-15) Policy No: 6023741069 Page 2 of 14 Endorsement No: 28 Nat'l Fire Ina Co of Hartford Effective Date: 01/01/2016 Insured Name: HAGERTY CONSULTING, INC. Copyright CNH All Rights Reserved. Includes copyrighted material of Insurance Services Office, Inc., with its permission. �� CNA CNAPARAMOUNT Technology General Liability Extension Endorsement Any person or organization from whom a Named Insured leases land but only with respect to liability for bodily injury, property damage or personal and advertising injury arising out of the ownership, maintenance or use of such land, provided that the occurrence giving rise to such bodily injury, property damage or the offense giving rise to such personal and advertising injury takes place prior to the termination of such lease. The coverage granted by this paragraph does not apply to structural alterations, new construction or demolition operations performed by, on behalf of, or for such additional insured. F. Lessor of Premises An owner or lessor of premises leased to the Named Insured, or such owner or lessor's real estate manager, but only with respect to liability for bodily injury, property damage or personal and advertising injury arising out of the ownership, maintenance or use of such part of the premises leased to the Named Insured, and provided that the occurrence giving rise to such bodily injury or property damage, or the offense giving rise to such personal and advertising injury, takes place prior to the termination of such lease. The coverage granted by this paragraph does not apply to structural alterations, new construction or demolition operations performed by, on behalf of, or for such additional insured. G. Mortgagee, Assignee or Receiver A mortgagee, assignee or receiver of premises but only with respect to such mortgagee, assignee or receiver's liability for bodily injury, property damage or personal and advertising injury arising out of the Named Insured's ownership, maintenance, or use of a premises by a Named Insured. The coverage granted by this paragraph does not apply to structural alterations, new construction or demolition operations performed by, on behalf of, or for such additional insured. H. State or Governmental Agency or Subdivision or Political Subdivisions — Permits A state or governmental agency or subdivision or political subdivision that has issued a permit or authorization but only with respect to such state or governmental agency or subdivision or political subdivision's liability for bodily injury, property damage or personal and advertising injury arising out of: 1. the following hazards in connection with premises a Named Insured owns, rents, or controls and to which this insurance applies: a. the existence, maintenance, repair, construction, erection, or removal of advertising signs, awnings, canopies, cellar entrances, coal holes, driveways, manholes, marquees, hoistaway openings, sidewalk vaults, street banners, or decorations and similar exposures; or b. the construction, erection, or removal of elevators; or 8 c. the ownership, maintenance or use of any elevators covered by this insurance; or y 2. the permitted or authorized operations performed by a Named Insured or on a Named Insured's behalf. The coverage granted by this paragraph does not apply to: a. Bodily injury, property damage or personal and advertising injury arising out of operations performed for the state or governmental agency or subdivision or political subdivision; or b. Bodily injury or property damage included within the products -completed operations hazard, With respect to this provision's requirement that additional insured status must be requested under a written Eli contract or agreement, the Insurer will treat as a written contract any governmental permit that requires the Named Insured to add the governmental entity as an additional insured. I. Trade Show Event Lessor — 1. With respect to a Named Insured's participation in a trade show event as an exhibitor, presenter or displayer, any person or organization whom the Named Insured is required to include as an additional CNA74872XX (1-15) Page 3 of 14 Nat'l Fire Ins Co Insured Name: HAGERTY of Hartford CONSULTING, INC. Policy No: Endorsement No: Effective Date: Copynght CNA All Rights Reserved. Includes copyrighted material of Insurance services Office, Inc., with its permission. 6023741069 28 01/01/2016 CNA CNA PARAMOUNT Technology General Liability Extension Endorsement insured, but only with respect to such person or organization's liability for bodily injury, property damage or personal and advertising injury caused by: a. the Named Insured's acts or omissions; or b. the acts or omissions of those acting on the Named Insured's behalf, in the performance of the Named Insured's ongoing operations at the trade show event premises during the trade show event. 2. The coverage granted by this paragraph does not apply to bodily injury or property damage included within the products -completed operations hazard, J. Vendor Any person or organization but only with respect to such person or organization's liability for bodily injury or property damage arising out of your products which are distributed or sold in the regular course of such person or organization's business, provided that: 1. The coverage granted by this paragraph does not apply to: a. bodily injury or property damage for which such person or organization is obligated to pay damages by reason of the assumption of liability in a contract or agreement unless such liability exists in the absence of the contract or agreement; b. any express warranty unauthorized by the Named Insured; c. any physical or chemical change in any product made intentionally by such person or organization; d. repackaging, except when unpacked solely for the purpose of Inspection, demonstration, testing, or the substitution of parts under instructions from the manufacturer, and then repackaged in the original container; G. any failure to make any inspections, adjustments, tests or servicing that such person or organization has agreed to make or normally undertakes to make in the usual course of business, in connection with the distribution or sale of the products; f, demonstration, Installation, servicing or repair operations, except such operations performed at such person or organization's premises in connection with the sale of a product; g. products which, after distribution or sale by the Named Insured, have been labeled or relabeled or used as a container, part or ingredient of any other thing or substance by or for such person or organization; or h. bodily injury or property damage arising out of the sole negligence of such person or organization for its own acts or omissions or those of its employees or anyone else acting on its behalf. However, this exclusion does not apply to: (1) the exceptions contained in Subparagraphs d, or f. above; or (2) such inspections, adjustments, tests or servicing as such person or organization has agreed with the Named Insured to make or normally undertakes to make in the usual course of business, in connection with the distribution or sale of the products. 2. This Paragraph J. does not apply to any insured person or organization, from whom the Named Insured has acquired such products, nor to any ingredient, part or container, entering into, accompanying or containing such products. 3. This Paragraph J. also does not apply: a. to any vendor specifically scheduled as an additional insured by endorsement to this Coverage Part; b, to any of your products for which coverage is excluded by endorsement to this Coverage Part; nor CNA74872XX (1-15) Policy No: 6023741069 Page 4 of 14 Endorsement No: 28 Nat'l Fire Ins Co of Hartford Effective Date: 01/01/2016 Insured Name: HAGERTY CONSULTING, INC. Copyright CNA All Rights Reserved. Includes copyrighted matenal of Insurance Services d%Ice, Inc., with its permission. CNA CNA PARAMOUNT Technology General Liability Extension Endorsement c. if bodily injury or property damage included within the products -completed operations hazard is excluded by endorsement to this Coverage Part. K. Other Person Or Organization / Your Work Any person or organization who is not an additional insured under Paragraphs A. through J. above. Such additional insured is an Insured solely for bodily injury, property damage or personal and advertising injury for which such additional insured is liable because of the Named Insured's acts or emissions. The coverage granted by this paragraph does not apply to any person or organization: 1, who is specifically scheduled as an additional insured on another endorsement to this Coverage Part; nor 2. for bodily injury or property damage included within the products -completed operations hazard except to the extent all of the following apply: a, this Coverage Part provides such coverage; b. the written contract or agreement described in the opening paragraph of this ADDITIONAL INSUREDS Provision requires the Named Insured to provide the additional insured such coverage; and c, the bodily injury or property damage results from your work that is the subject of the written contract or agreement, and such work has not been excluded by endorsement to this Coverage Part. 2. ADDITIONAL INSURED -PRIMARY AND NON-CONTRIBUTORY TO ADDITIONAL INSURED'S INSURANCE A. The Other Insurance Condition in the COMMERCIAL GENERAL LIABILITY CONDITIONS Section is amended to add the following paragraph: If the Named Insured has agreed in writing in a contract or agreement that this insurance is primary and non- contributory relative to an additional insured's own insurance, then this insurance is primary, and the Insurer will not seek contribution from that other insurance. For the purpose of this Provision 2., the additional insured's own insurance means insurance on which the additional insured is a named insured. B. With respect to persons or organizations that qualify as additional insureds pursuant to paragraph 1.K. of this endorsement, the following sentence is added to the paragraph above: Otherwise, and notwithstanding anything to the contrary elsewhere in this Condition, the insurance provided to such person or organization is excess of any other insurance available to such person or organization. 3. BODILY INJURY— EXPANDED DEFINITION Under DEFINITIONS, the definition of bodily injury is deleted and replaced by the following: Bodily injury means physical injury, sickness or disease sustained by a person, including death, humiliation, shock, mental anguish or mental injury sustained by that person at any time which results as a consequence of the physical injury, sickness or disease. 4. BROAD KNOWLEDGE OF OCCURRENCE/ NOTICE OF OCCURRENCE Under CONDITIONS, the condition entitled Duties in The Event of Occurrence, Offense, Claim or Suit Condition is amended to add the following provisions: A. BROAD KNOWLEDGE OF OCCURRENCE The Named Insured must give the Insurer or the Insurer's authorized representative notice of an occurrence, offense or claim only when the occurrence, offense or claim is known to a natural person Named Insured, to a partner, executive officer, manager or member of a Named Insured, or to an employee designated by any of the above to give such notice. B. NOTICE OF OCCURRENCE CNA74872XX (1-15) Page 5 of 14 Nat'l Fire Ins Ca Insured Name: HAGERTY of Hartford CONSULTING, INC. Policy No: 6023741069 Endorsement No: 28 Effective Date: ol/O1/2016 Copyright CNA All Rights Reserved. Includes copyrighted matedal of Insumnoa Services Office, Inc., with its psrtnission. CNA CNA PARAMOUNT Technology General Liability Extension Endorsement The Named Insured'a rights under this Coverage Part will not be prejudiced if the Named Insured fails to give the Insurer notice of an occurrence, offense or claim and that failure is solely due to the Named Insured's reasonable belief that the bodily injury or property damage is not covered under this Coverage Part. However, the Named Insured shall give written notice of such occurrence, offense or claim to the Insurer as soon as the Named Insured is aware that this Insurance may apply to such occurrence, offense or claim. 5. BROAD NAMED INSURED WHO IS AN INSURED is amended to delete its Paragraph 3. in its entirety and replace it with the following: 3. Pursuant to the limitations described in Paragraph 4. below, any organization in which a Named Insured has management control: a. on the effective date of this Coverage Part; or b. by reason of a Named Insured creating or acquiring the organization during the policy period, qualifies as a Named Insured, provided that there is no other similar liability insurance, whether primary, contributory, excess, contingent or otherwise, which provides coverage to such organization, or which would have provided coverage but for the exhaustion of its limit, and without regard to whether its coverage is broader or narrower than that provided by this insurance. But this BROAD NAMED INSURED provision does not apply to: (a) any partnership orjolnt venture; or (b) any organization for which coverage is excluded by another endorsement attached to this Coverage Part. For the purpose of this provision, and of this endorsement's JOINT VENTURES / PARTNERSHIP / LIMITED LIABILITY COMPANIES provision, management control means: A. owning interests representing more than 5C% of the voting, appointment or designation power for the selection of a majority of the Board of Directors of a corporation, or the members of the management board of a limited liability company; or B. having the right, pursuant to a written trust agreement, to protect, control the use of, encumber or transfer or sell property held by a trust. 4. With respect to organizations which qualify as Named Insureds by virtue of Paragraph 3, above, this insurance does not apply to: a. bodily injury or property damage that first occurred prior to the date of management control, or that first occurs after management control ceases; nor b. personal or advertising injury caused by an offense that first occurred prior to the date of management control or that f rst occurs after management control ceases. 5. The insurance provided by this Coverage Part applies to Named Insureds when trading under their own names or under such other trading names or doing -business -as names (dba) as any Named Insured should choose to employ. 6. ESTATES, LEGAL REPRESENTATIVES, AND SPOUSES The estates, heirs, legal representatives and spouses of any natural person Insured shall also be insured under this policy; provided, however, coverage is afforded to such estates, heirs, legal representatives, and spouses only for claims arising solely out of their capacity or status as such and, in the case of a spouse, where such claim seeks damages from marital community property, jointly held property or property transferred from such natural person Insured to such spouse. No coverage is provided for any act, error or omission of an estate, heir, legal representative, or spouse outside the scope of such person's capacity or status as such, provided however that the spouse of a natural person Named Insured and the spouses of members or partners of joint venture or partnership CNA74872XX (1-15) Page 6 of 14 Nat'l Fire Ins Cc of Hartford Insured Name: HAGERTY CONSULTING, INC. Policy No: Endorsement No: Effective Date: Copynght CNA All Rights Reserved. Includes copyrighted material of Insurance Services Office, Inc., with ifs permission. 6023741069 28 01/01/2016 CNA CNA PARAMOUNT Technology General Liability Extension Endorsement Named Insureds are Insureds with respect to such spouses' acts, errors or omissions in the conduct of the Named Insured's business. 7. EXPECTED OR INTENDED INJURY— EXCEPTION FOR REASONABLE FORCE Under COVERAGES, Coverage A — Bodily Injury And Property Damage Liability, the paragraph entitled Exclusions is amended to delete the exclusion entitled Expected or Intended Injury and replace it with the following: This insurance does not applyto: Expected or Intended Injury Bodily injury or property damage expected or intended from the standpoint of the Insured. This exclusion does not apply to bodily injury or property damage resulting from the use of reasonable force to protect persons or property. 8. IN REM ACTIONS A quasi in rem action against any vessel owned or operated by or for the Named Insured, or chartered by or for the Named Insured, will be treated in the same manner as though the action were in personam against the Named Insured. 9. INCIDENTAL HEALTH CARE MALPRACTICE COVERAGE Solely with respect to bodily injury that arises out of a health care incident: A. Under COVERAGES, Coverage A— Bodily Injury And Property Damage Liability, the Insuring Agreement is amended to replace Paragraphs 1.b.(1) and 1.b,(2) with the following: b. This insurance applies to bodily injury provided that the professional health care services are incidental to the Named Insured's primary business purpose, and only if: (1) such bodily injury is caused by an occurrence that takes place in the coverage territory. (2) the bodily injury first occurs during the policy period. All bodily injury arising from an occurrence will be deemed to have occurred at the time of the first act, error, or omission that is part of the occurrence; and B. Under COVERAGES, Coverage A — Bodily Injury And Property Damage Liability, the paragraph entitled Exclusions is amended to, 1. add the following to the Employers Liability exclusion: This exclusion applies only if the bodily injury arising from a health care incident Is covered by other liability insurance available to the Insured (or which would have been available but for exhaustion of its limits). II. delete the exclusion entitled Contractual Liability and replace it with the following: This insurance does not apply to, Contractual Liability the Insured's actual or alleged liability under any oral or written contract or agreement, including but not limited to express warranties or guarantees. Iii. add the following additional exclusions. This insurance does not applyto: CNA74872XX (1-15) Policy No: Page 7 of 14 Endorsement No: Nat'l Fire Ins Co of Hartford Effective Date: Insured Name: HAGERTY CONSULTING, INC. copyright CNA All Rights Reserved Includes copyrighted matenal of Insumnce Services Office, Inc., with its permission. 6023741069 28 01/01/20116 ' CNA CNA PARAMOUNT Technology General Liability Extension Endorsement Discrimination any actual or alleged discrimination, humiliation or harassment, that includes but shall not be limited to claims based on an individual's race, creed, color, age, gender, national origin, religion, disability, marital status or sexual orientation. Dishonesty or Crime Any actual or alleged dishonest, criminal or malicious act, error or omission. Medicare/Medicaid Fraud any actual or alleged violation of law with respect to Medicare, Medicaid, Tricare or any similar federal, state or local governmental program. Services Excluded by Endorsement Any health care incident for which coverage is excluded by endorsement. C. DEFINITIONS is amended to: i. add the following definitions: Health care incident means an act, error or omission by the Named Insured's employees or volunteer workers in the rendering of: a. professional health care services on behalf of the Named Insured or b. Good Samaritan services rendered in an emergency and for which no payment is demanded or received. Professional health care services means any health care services or the related furnishing of food, beverages, medical supplies or appliances by the following providers In their capacity as such but solely to the extent they are duly licensed as required: a. Physician; b. Nurse; c. Nurse practitioner; d. Emergency medical technician; e. Paramedic; f. Dentist; g. Physical therapist; h. Psychologist; i. Speech therapist; J. Other allied health professional; or Professional health care services does not include any services rendered in connection with human clinical trials or product testing, H. delete the definition of occurrence and replace it with the following: Occurrence means a health care incident. All acts, errors or omissions that are logically connected by any common fact, circumstance, situation, transaction, event, advice or decision will be considered to constitute a single occurrence; CNA74872XX (1-15) Policy No: 6023741069 Page 8 of 14 Endorsement No: 28 Nat'l Fire Ins co of Hartford Effective Date: 01/01/2016 Insured Name: HAGERTY CONSULTING, INC. /%.,1-1 Copynght CNA All Rights Reserved. Includes copyrighted material of Insurance Services Office, Inc., with its permission. 11 l CNA CNA PARAMOUNT Technology General Liability Extension Endorsement III. amend the definition of Insured to: a. add the following: • the Named Insured's employees are Insureds with respect to: (1) bodily injury to a co -employee while in the course of the co -employee's employment by the Named Insured or while performing duties related to the conduct of the Named Insured's business; and (2) bodily injury to a volunteer worker while performing duties related to the conduct of the Named Insured's business; when such bodily injury arises out of a health care incident. the Named Insured's volunteer workers are Insureds with respect to: (1) bodily injury to a co -volunteer worker while performing duties related to the conduct of the Named Insured's business; and (2) bodily injury to an employee while in the course of the employee's employment by the Named Insured or while performing duties related to the conduct of the Named Insured's business; when such bodily injury arises out of a health care incident. b. delete Subparagraphs (a), (b), (c) and (d) of Paragraph 2.a.(1) of WHO IS AN INSURED. c, add the following: Insured does not include any physician while acting in his or her capacity as such. D. The Other Insurance condition is amended to delete Paragraph b.(1) in its entirety and replace it with the following: Other Insurance b. Excess Insurance (1) To the extent this insurance applies, it Is excess over any other insurance, self insurance or risk transfer instrument, whether primary, excess, contingent or on any other basis, except for insurance purchased specifically by the Named Insured to be excess of this coverage. 10. JOINT VENTURES I PARTNERSHIP I LIMITED LIABILITY COMPANIES WHO IS AN INSURED is amended to delete its last paragraph and replace it with the following: No person or organization is an Insured with respect to: the conduct of any current or past partnership or joint venture that is not shown as a Named Insured in the Declarations; nor the conduct of a current or past limited liability company in which a Named Insured's interest does/did not rise to the level of management control; except that if the Named Insured was a joint venturer, partner, or member of such a limited liability company, and such joint venture, partnership or limited liability company terminated prior to or during the policy period, then such Named Insured is an Insured with respect to its interest in such joint venture, partnership or limited liability company but only to the extent that: a, any offense giving rise to personal and advertising injury occurred prior to such termination date, and the personal and advertising injury arising out of such offense, first occurred after such termination date; b. the bodily injury or property damage first occurred after such termination date; and CNA74872XX (1-15) Policy No: 6023741069 Page 9 of 14 Endorsement No: 28 Y Nat'l Fire Ins Cc of Hartford Effective Date: 01/01/2016 Insured Name: HAGERTY CONSULTING, INC. Copynght CNA All Rights Reserved. Includes copyrighted matenal of Insurance Services office, Inc., with its permission. „t. CNA CNA PARAMOUNT Technology General Liability Extension Endorsement c. there is no other valid and collectible insurance purchased specifically to insure the partnership, joint venture or limited liability company. 11. LEGAL LIABILITY — DAMAGE TO PREMISES A. Under COVERAGES, Coverage A — Bodily Injury and Property Damage Liability, the paragraph entitled Exclusions is amended to delete the first paragraph immediately fallowing subparagraph (6) of the Damage to Property exclusion and replace itwith the following: Paragraphs (1), (3) and (4) of this exclusion do not apply to property damage (other than damage by fire) to premises rented to the Named Insured ortemporarily occupied by the Named Insured with the permission of the owner, nor to the contents of premises rented to the Named Insured 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 LIMITS OF INSURANCE. B. Under COVERAGES, Coverage A — Bodily Injury and Property Damage Liability, the paragraph entitled Exclusions is amended to delete its last paragraph and replace itwith the following: Exclusions c. through n. do not apply to damage by fire to premises while rented to a Named Insured or temporarily occupied by a Named Insured with permission of the owner, nor to damage to the contents of premises rented to a Named Insured for a period of 7 or fewer consecutive days. A separate limit of insurance applies to this coverage as described in the LIMITS OF INSURANCE Section. C. LIMITS OF INSURANCE is amended to delete Paragraph 6. (the Damage To Premises Rented To You Limit) and replace It with the following: 6. Subject to Paragraph 5. above, (the Each Occurrence Limit), the Damage To Premises Rented To You Limit is the most the Insurer will pay under COVERAGE A for damages because of property damage to: a, any one premises while rented to a Named Insured or temporarily occupied by a Named Insured with the permission of the owner; and b. contents of such premises if the premises Is rented to the Named Insured for a period of 7 or fewer consecutive days. The Damage To Premises Rented To You Limit is $500,000. unless a different Damage to Premises Rented to You Limit is shown in the Declarations. D. The Other Insurance Condition is amended to delete Paragraph b.(1)(a)(ii), and replace it with the following: (It) That is property insurance for premises rented to a Named Insured, for premises temporarily occupied by the Named Insured with the permission of the owner; or for personal property of others in the Named Insured's care, custody or control; E. This Provision 11. does not apply if liability for damage to premises rented to a Named Insured is excluded by another endorsement attached to this Coverage Part. 12. MEDICAL PAYMENTS A. LIMITS OF INSURANCE is amended to delete Paragraph 7. (the Medical Expense Limit) and replace it with the following: 7. Subject to Paragraph 5. above (the Each Occurrence Limit), the Medical Expense Limit is the most the Insurer will pay under Coverage C — Medical Payments for all medical expenses because of bodily injury sustained by any one person. The Medical Expense Limit is the greater of: (1) $15,000 unless a different amount is shown here: or (2) the amount shown in the Declarations for Medical Expense Limit. CNA74872XX (1-15) Policy No: 6023741069 Page 10 of 14 Endorsement No: 28 Nat'l Fire Ins Cc of Hartford Effective Date: 01/01/2015 Insured Name: HAGERTY CONSULTING, INC. Copynght CNA All Rights Reserved. Includes copyrighted material of Insurance Services Office, Inc., with its permission. ,r CNA CNA PARAMOUNT Technology General Liability Extension Endorsement B. Under COVERAGES, the Insuring Agreement of Coverage C - Medical Payments is amended to replace Paragraph 1.a.(3)(b) with the following: (b) The expenses are incurred and reported to the Insurer within three years of the date of the accident; and This Paragraph B. does not apply to medical expenses incurred in the state of Missouri. 13. NON -OWNED AIRCRAFT Under COVERAGES, Coverage A - Bodily Injury and Property Damage Liability, the paragraph entitled Exclusions is amended as follows: The exclusion entitled Aircraft, Auto or Watercraft is amended to add the following: This exclusion does not apply to an aircraft not owned by any Named Insured, provided that: 1. the pilot in command holds a currently effective certificate issued by the duly constituted authority of the United States of America or Canada, designating that person as a commercial or airline transport pilot; 2. the aircraft is rented with a trained, paid crew to the Named Insured; and 3. the aircraft is not being used to carry persons or property for a charge. 14. NON -OWNED WATERCRAFT Under COVERAGES, Coverage A - Bodily Injury and Property Damage Liability, the paragraph entitled Exclusions is amended to delete subparagraph (2) of the exclusion entitled Aircraft, Auto or Watercraft, and replace it with the following. This exclusion does not apply to: (2) a watercraft that is not owned by any Named Insured, provided the watercraft is: (a) less than 75 feet long; and (b) not being used to carry persons or property for a charge. 15. PERSONAL AND ADVERTISING INJURY-DISCRIMINATIONORHUMILIATION A. Under DEFINITIONS, the definition of personal and advertising injury is amended to add the following tort: ffi Discrimination or humiliation that results in injury to the feelings or reputation of a natural person. B. Under COVERAGES, Coverage B - Personal and Advertising Injury Liability, the paragraph entitled Exclusions is amended to: 1. delete the Exclusion entitled Knowing Violation Of Rights Of Another and replace it with the following: This insurance does not apply to 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. This exclusion shall not apply to discrimination or humiliation that results in injury to the feelings or reputation of a natural person, but only if such discrimination or humiliation is not done intentionally by or at the direction of: ^' (a) the Named Insured; or (b) any executive officer, director, stockholder, partner, member or manager (if the Named Insured is a limited liability company) of the Named Insured. CNA74872XX (1-15) Policy No: 5023741069 Page 11 of 14 Endorsement No: 28 Nat'l Fire Ins Co of Hartford Effective Date: 01/01/2015 Insured Name: HAGERTY CONSULTING, INC. Copyright CNA All Rights Reserved. Indudes copyrighted material of Insurance Services Office, Inc., with its permission. db � CNA CNA PARAMOUNT Technology General Liability Extension Endorsement 2. add the following exclusions: This insurance does not apply to Employment Related Discrimination Discrimination or humiliation directly or indirectly related to the employment, prospective employment, past employment or termination of employment of any person by any Insured. Premises Related Discrimination discrimination or humiliation arising out of the sale, rental, lease or sub -lease or prospective sale, rental, lease or sub -lease of any room, dwelling or premises by or at the direction of any Insured. Notwithstanding the above, there is no coverage for fines or penalties levied or imposed by a governmental entity because of discrimination. The coverage provided by this PERSONAL AND ADVERTISING INJURY —DISCRIMINATION OR HUMILIATION Provision does not apply to any person or organization whose status as an Insured derives solely from Provision 1. ADDITIONAL INSURED of this endorsement; or attachment of an additional Insured endorsement to this Coverage Part. 16. PERSONAL AND ADVERTISING INJURY - LIMITED CONTRACTUAL LIABILITY A. Under COVERAGES, Coverage B —Personal and Advertising Injury Liability, the paragraph entitled Exclusions is amended to delete the exclusion entitled Contractual Liability and replace it with the following: This insurance does not apply to: Contractual Liability Personal and advertising injury for which the Insured has assumed liability in a contractor agreement. This exclusion does not apply to liability for damages: (1) that the Insured would have in the absence of the contract or agreement; or (2) assumed in a contract or agreement that is an insured contract provided the offense that caused such personal or advertising injury first occurred subsequent to the execution of such insured contract. Solely for the purpose of liability assumed in an insured contract, reasonable attorney fees and necessary litigation expenses incurred by or for a party other than an Insured are deemed to be damages because of personal and advertising injury provided: (a) liability to such party for, or for the cost of, that Partys defense has also been assumed in such insured contract; and (b) such attorney fees and litigation expenses are for defense of such party against a civil or alternative dispute resolution proceeding in which covered damages are alleged. B. Solely for the purpose of the coverage provided by this paragraph, DEFINITIONS is amended to delete the definition of insured contract in its entirety, and replace it with the following: Insured contract means that part of a written contract or written agreement pertaining to the Named Insured's business under which the Named Insured assumes the tort liability of another party to pay for personal or advertising injury arising out of the offense of false arrest, detention or imprisonment. Tort liability means a liability that would be imposed by law in the absence of any contract or agreement. C. Solely for the purpose of the coverage provided by this paragraph, the following changes are made to the Section entitled SUPPLEMENTARY PAYMENTS — COVERAGES AAND B: CNA74872XX (1-15) Page 12 of 14 Nat'l Fire Ins Cc Insured Name: HACERTY of Hartford CONSULTING, INC. Policy No: 6023741069 Endorsement No: 28 Effective Date: 01/01/2016 Copynght CNA All Rights Rosorvod. Includos copyrighted material of Insurance Services Office, Inc., with its permission. CNA CNA PARAMOUNT Technology General Liability Extension Endorsement 1. Paragraph 2.d. is replaced by the following: d. The allegations in the suit and the information the Insurer knows about the offense alleged in such suit are such that no conflict appears to exist between the interests of the Insured and the interests of the indemnitee; 2. The first unnumbered paragraph beneath Paragraph 21(2)(b) is deleted and replaced by the following So long as the above conditions are met, attorneys fees incurred by the Insurer In the defense of that indemnitee, necessary litigation expenses incurred by the Insurer, and necessary litigation expenses incurred by the indemnitee at the Insurer's request will be paid as defense costs, Notwithstanding the provisions of Paragraph e.(2) of the Contractual Liability exclusion (as amended by this Endorsement), such payments will not be deemed to be damages for personal and advertising injury and will not reduce the limits of insurance. D. This PERSONAL AND ADVERTISING INJURY - LIMITED CONTRACTUAL LIABILITY Provision does not apply if Coverage B —Personal and Advertising Injury Liability is excluded by another endorsement attached to this Coverage Part. 17. PROPERTY DAMAGE —ELEVATORS A. Under COVERAGES, Coverage A — Bodily Injury and Property Damage Liability, the paragraph entitled Exclusions is amended such that the Damage to Your Product Exclusion and subparagraphs (3), (4) and (6) of the Damage to Property Exclusion do not apply to property damage that results from the use of elevators. B. Solely for the purpose of the coverage provided by this PROPERTY DAMAGE — ELEVATORS Provision, the Other Insurance conditions is amended to add the following paragraph: This insurance is excess over any of the other insurance, whether primary, excess, contingent or on any other basis that is Property insurance covering property of others damaged from the use of elevators. 18. SUPPLEMENTARY PAYMENTS The section entitled SUPPLEMENTARY PAYMENTS — COVERAGES A AND B is amended as follows: A. Paragraph 1.b, is amended to delete the $250 limit shown for the cost of bail bonds and replace it with a $5,000. limit; and ffi B. Paragraph 1.d. is amended to delete the limit of $250 shown for daily loss of earnings and replace it with a 0 $1,000. limit. 19. PROPERTY DAMAGE - PATTERNS MOLDS AND DIES a � Under COVERAGES, Coverage A — Bodily Injury and Property Damage Liability, the paragraph entitled Exclusions is amended to delete subparagraphs (3) and (4) of the Exclusion entitled Damage to Property, but only with respect to patterns, molds or dies that are in the care, custody or control of the Insured, and only if such patterns, molds or dies are not being used to perform operations at the time of loss. A limit of insurance of $25,000 per policy period applies to this PROPERTY DAMAGE - PATTERNS MOLDS AND DIES coverage, and this limit: saw A. is included within the General Aggregate Limit as described in LIMITS OF INSURANCE; and B. applies excess over any valid and collectible property insurance available to the Insured, including any deductible applicable to such insurance; the Other Insurance condition is changed accordingly. 20. UNINTENTIONAL FAILURE TO DISCLOSE HAZARDS 0 If the Named Insured unintentionally fails to disclose all existing hazards at the inception date of the Named Insured's Coverage Part, the Insurer will not deny coverage under this Coverage Part because of such failure. CNA74872XX (1-15) Policy Na: 6023741069 Page 13 of 14 Endorsement: 2 a Nat'l Fire Ins Co of Hartford Effective Date: 01/01/2016 Insured Name: HAGERTY CONSULTING, INC. Copynght CNA All Rights Reserved. Includes copyrighted material of Insurance Services Office, Inc., with its permission. CNA CNA PARAMOUNT Technology General Liability Extension Endorsement 21. WAIVER OF SUBROGATION -BLANKET Under CONDITIONS, the condition entitled Transfer Of Rights Of Recovery Against Others To Us is amended to add the following: The Insurer waives any right of recovery the Insurer may have against any person or organization because of payments the Insurer makes for injury or damage arising out of: 1. the Named Insured's ongoing operations; or 2. your work included in the products -completed operations hazard. However, this waiver applies only when the Named Insured has agreed in writing to waive such rights of recovery in a written contract or written agreement, and only if such contract or agreement: 1. is in effect or becomes effective during the term of this Coverage Part; and 2. was executed prior to the bodily injury, property damage or personal and advertising injury giving rise to the claim. All other terms and conditions of the Policy remain unchanged. This endorsement, which forms a part of and is for attachment to the Policy issued by the designated Insurers, takes effect on the effective date of said Policy at the hour stated in said Policy, unless another effective date is shown below, and expires concurrently with said Policy. CNA74872XX (1-15) Policy No: Page 14 of 14 Endorsement No: Nat'l Fire Ins Co of Hartford Effective Date: Insured Name: HAGERTY CONSULTING, INC. Copyright CNA All Rights Reserved. Includes copyrighted material of Insurance Services Office, Inc., with its permission. 6023741069 28 01/01/2016 iA (l EIk / I CERTIFICATE _. LIABILITY INSURANCE 12/8/2016 TWIT CERTFCATE VS VwaSUG4: D AS A I AT"T"'ER OF OMFOT' MATtlON ONLY AND iIT,C„TV"ANFIERS NO IFTGGIHrs UPON THIE T,ERflFgCA'TE ETTt..ICTEIE T"IFN S EWF"TMC TIE, ETLE%'�, Nur AaV~FUI ' Aa"n'V'EILY OR NE113AflVELY AMEND, EXTEND OR ALTER "rHE COVEIRA,GIE AFIFORID1ED BY THE1P'OUCIE BELOW, 'TMS TT IEIRflIFCATE OF VN"SU AVNCIE DOES NOT 4Td':T@ATE"G1ITUT'E A CONTRACT ' IEIET"'AdIEEN THE IISSU11I14G II6N'SUIREUT(E), AUTHORIZED REIPREEEN TATO E OR PRODUCER, AI40 THE CERTWW~ ATE H4EN_,DEIE. POR TAINN"T: ML TWaam rm„Irt fica'te IhoW er, is an AD'TkpT10NA�II_ W6NEE16"TED, the T)mdhcy(ik,as) must En aau`uEor�sed, Wf SLIlBRl GATQN G% WAIVED subject to the terrns and murnditiom IiM of the pohicy, mnmT Wi AA)8uu,ut s may lr'egUumm an er)d rr amm wit A state mmcn't on thiis r°mw6ficate does aiot. a.Nama6`eIr rights tothe cerlificMe hoWalmr Gra qummu.0 Of SN. ch arulma'sernent(sT , PAaf.)CJII"`L'.R '("NIACT ,kny a+",,:33A,1MI.s..�.l Hays L',mp arxiie�s ... L)LL FAX -2016-244 LVL Mu, ������ � � � 1L„� 1200 North Ct'aa rf a;Lr l ,a.m,E r' MaM ADDRESS INNSIJRE14u5) A.I ,ORD ti»G COVERAGE .. _ .. NNAtVA,', a EVcINaaukae Wl 1-532.26 JNSS ER, ATh P, I;e.mntLnecat„r,L Insurance Company .T52 E9 MW=,ulRED IN)t,N,tuaLlmm:�,atua:rrarraY I"m..re Tur.srwur°mn-,e Co'rxkp,'An,r o _p 2041'X"3 H,agerty CDlISU hIng IWS, rLPL`.RAraIIe C arge, ln3uxance rwompatiiLr .l0.A08” 1A)lE orr .ngtorr A°ma su I te 20 NmsLrNrhal"a:Cer.fl,.aanI,,Tnd,.mrwvar" ito a at L".lo ris %ra^„anston 60201 N4 ILlmh.ra lA' � COVERAGES TIEWET`PIFWCCATEIAVUIaAEEE.LT.,,,.L(3 I ENAGENOINNUV BEEt i'h l !K L "� fr, lC, � �:,{I 1Nn A ,)te�4ldl' F L 1 jx E i 1.41EL'.I. d I+rA Jl:� J.r,4 1t„ >I X11 ICI THI. IR✓AI'AI Rv :- F P✓a,kM 11 ABO,Ak:` FC)p�, I HE. f CLl l(,A 4'C 9�'. 7, NI'iICA1'l-I.' IAdG':)i �Ltir4°CA'T� f^dl)4lkl:ia �04r Rl".:wUI EJvIE' T YL,I�CIF�N OR t;t:?4ND lf4DN O aAlNle C.(')FdTRACJ Cif 1)TH P I OC,'iiM[-.N'" W11141@1".Si'UL:I rO )alliICH i'HIS `lI "IAA, a „bf: I'.x "I)1 11 OR 14A% r f'Ar'W ;FII "6 TiiV'. frl,{dn [„.II , �`6 .1: LIF,N s L L.:Ar:�l""(I til "f I9� •+f IP✓� f;^i .11d V .;; C"1 ,ALL THF: f =:fdlA4; EXM A"iiHDI,4`4APwfit','II4"f.lE'11 Joh✓t;?W� SU-HP�ACFLJCJf �) 11IJ 1i ^wh„-0t_'I�a'lmd'.°,A'4,t E61� .lENEa'.CIai,E I)18P"6VC:".'sLFiCB'a� Pd'sL-� Ahd)u Io 'vi J�.Yr' �I�r7rI A'v FI=P' C trV.fS 'P OiA1K V^^ „r9 rYW'Ww OF INSUIl$,ANCIn, s r P+.91.fYY.9✓ NUMBER P MI 'rl WYYYYr" MMm a."ill:t LIMITS X C OAAMIERCIAL lriENERAd. II,m401.iTy I ,,';A �r,:..i�^I r� 1. , Goo, 000 6 ,.5 Q4w.r3✓, Sd .., III a .. ,. r ,Arl, 15 000 A. �s ,IslAl `",nla✓;I^sA,sv a Y„ Q rJ )oLY "r F;., 466 a. N, I" nip i', r.., . Ya ,r."el„. v.A, 2, I,rD 0 ) ")(;p... A,m TOM0IMMLE Li ABIL)"T'"d elT,l'M'77' , I�: - IeYI ✓, Ai?✓I�dl i s !,f ,: a ,✓ ) Au, Ia "°4""rar✓ 1./. ,. ,'✓ �, )'2' v II�,u✓r ,1 )ii A ).' UMMBAAELLA.LIA4a ,"� l,.aP"a I ""°f..�'", ,r'i✓�.h�(e i i~Nif.1,>)�'t� AMwfiAka _ �� 10',' ''A ,a ,lva l '„A°'. w,,, ",'J0(!,00(0 EXCESS w..�rt AAS a.nA.,.S �,�` off'.. ,a NMv(aV k RS r OMMPENa mA rVON x' x- ANn MMMN r,i)Y RS Al8AWIILMY' .N"111 1 "r ,"d — . N& 'A 1 I"IL ,ICC, Q _.. ('auvamha0uoa iAa MI Nd) .. di � ?�) i. 9' ;.F+Ar 'L.i L 1, y, . "lr>rti3 I i',df ,i, r.r. h t A' x �' Q ).„ FC' .I ,✓,IAII5 500,00U I )L tsF.Y ?"k CrCtEA.7mr.a'eamL mA, "'"-317'✓.rG.a.. { 1!l.A,1„1 $2,000,000 I:kr,MC'YAVU�'l"I4::11h4 C.)Al)M'F,I PAAYIs iIPtlG!9..,1VJeMCtQ:%EM:r':'6�Wa.[90d'f. r.;3 I�6".i"�I�M(V1 AM,GifiiiGil ,au9 a4 V4'�:um,au4AA a,.:0^uumuaa�r'^ iw aapl uA�,remya�Cnprr.O rd rcua.urrx �m avu7.I i:�rrNwya�uir ereANJI. IFrx .t.; Lts mr7zfl omployees mmn,trLa)a;mMam1 aarurm,Ad in mgax:m s,mra;). L'tab1.L..ar~E TAoI'LCy C'"°sr a,LtacheNT tund,otw vaman,9t, tU days: rmcmtice 4m,E' a.an^,.ellait..ion f"or non-paay'mentu,. NrL r Ea`M A! �.. ..... SHOULD A04Y OF'FHE A ,C)s). D SAw";R31111.1—D PO )r I S G%r CANCELLED BEFORE '' E 1 y' of Santa Er',,a THE EXPIV AnON DATE rNelERE,TIF. NOTICIE WILL IBE Ip�rV.P'AERIED kN Nt to , Purchasing DYFEa't, ACCORDANCE WITH THE P0LIICY NmRYTh) S*N 20 Ci,v,ic (.1lenter Plaza ar`0. l.)a Ana (:.A '; 2 A"P: 1 AU7Hc7utt)°r1')P I MI E. SEN TArvVE '@" 18—.E0TA4 AEORD tL""W.`.1RPORA"TIION, AWO nghts reseii`^med, ACORICE EE p20TAM'Wp The AT ORD name and logci� am Ilegstei,ed Imarks zJ ACORD uM4TTaT,IF ,, . CNAPARAMOUNT Technology *Liability Extensionw as follows'If any other endorsement attached to this policy amends any provision also amended by then that other endorsement controls with respect to such p r and *, W .w* by tHs endorsement respectpirovisi�on do not apply, TABLE OF CONTENTS 1. Additional w.w;... 2. Additional InsuW s Primary And Non-Contrillurtory To Additional ew 's Insurance 3. :Nw Expanded' w.. 4. Broad Knowledge of Occurrencel Notice of Occurrence 5. Broad Named Insured Legal6. Estates, Representatives :.•Spouses 177. ExpectedOr Intended Exception ;WReasonablew In Rom Act�ilons W Incidental _ractice Coverage li JointVentures/Partnership/Limited Liability Companies ur N w..: , ww , a: r i I 14. Non -owned Personal wl Advertising Discrimination or Humiliation 16. Personal And Advertising injury - Limiited Contractual Liability 17. Property Damage Elevators ,. +., Supplementary 19. Property Damage i N ,., i; . 20. Unintentional i Disclose w •" 21. Waiver of w WW . w NA747 (I-`15) Page 1 of 1 The Continental Insurance Co. Insured Name: HAGERTY COMSULTIXG, INC. Policy No 2- 37 4 10 G 9 Endorsement No: 4 Effective bete: 01/01/2017 Ccpyr6g:h1CN A AH A1ghW s 9rwad. inr;ludes copydghted friaterlirai qt Gnsursrna;e grrrvr res Offs reg, Vnc., YAth fits perms dons IF A /,,:]n, C 7) . . . . . ............ CNA CNA PARAMOUNT Technology, General Liability Extension Endorsement WHO IS AN INSURED is arnianded to include as an Insured any peirsoin or orgianization described in paragraphs A. through K. below whom a Named Insured is required to add as an! additional insured on this Coverage Part unider a wrIften contract or whtten agreement, provided such contract or agreement, (1) is currently in effector becomes effective during the term of this Coverage Part" and (2) was executed prior to: (a) the bodilly injury or Property damage� or for which such additiona�� insured seeks coverage. b. However, subject always to the terms and condifions of this poficy, including the limits of insurance, the Insurer will not provide such additional insured witK (2) coverage broader than required by such contract or agreement, and In no event broader than that described! by the applicable paragraph A. through K. below, Any coverage granted by this endorsement shall apply on�y to the extent perrrfiss�ble by law. RgLall-TAKWEVII, 1. such person or organization's financial control of a N,ameidi Insured� air 2. premisies such �pers�on or organizaVon owns, maintains or controis while a Named Insured leases or occupies such, premliseI demolition operations performad by, on behalf of, or for siuch additional insured, propervi MeqU or Pelf5i dFlU dUW1110111`1145111 191 IF1111tj US MUFUH of such premises; �-- 111�7 = Any person or organization that has granted a franchise to a Named Insured, but only with respect to such person or organi zation's liability for bodily in,iury, property darnage or personal and advertisinW o, of a franchise to the Named Insured. 9NEIII== I., LUMIQ M rior to the termination of such lease. C'N A74872XX (1-1 ) Page 2 of 14 The Continen'tal Insurance Co. Insured Name: HAGERTY CONSULTING, INC, Policy No: 6913741069 Endorsement No: 4 Effective Date: 01/0112GI7 Copyrighl CNA All Sights Reserved. Inoludes capyrighled material of InsuranicA services Offire, Ulric., wAh Is permission, .. . . ........ CNA CNA PARAMOUNT Technology General Liability Extension Endorsement WWWWWA M of such land, provided that the occurrence giving rise to such bodily, Injury, prop" damage or the offen giving rise to such personal and advertising injury takes place prior to the termination of such lease. T1 coverage granted by this paragraph does not apply to structural afterations, new construction or dernofiti operations performed by, on behalf of, or for such additional insured. I 7 Lljr L the ownership, maintenance or use of such part of the premises leased to the Named Insured, and provided th and! advertising injury, takes place prW to the termination of such i9ase, The coverage granted by t paragraph does not apply to structural alterations, new construction or demolition operaflons performed by, behalf of, or for such addilionaIl insured. I A mortgages, assilgree or receiver of premises but only wIlh respect to such moirtgageei, assignee or receiveros liability toir bodily Injury, property damage or personal and advertising injury arising out of the Named Insured's ownership, maintenance, or use of a premises by a Named Insured, The coverage granted by t�his paragraph does not apply to structura� alterations, new construction or demofition operations performed bon behalf of, or for, such additional insured, q ill g1:11 Injury, property damage or personal and advertising injury arising out of� 1. the foHowmig hazards in connection with premises a Named Insured owns, rents, or contr,o�s and to which this insurance applies-, a. the existence, maintenance, repair, construction, arection, or removal of advertising signs, awnings, canopies, cellar entrances�, coal holes, driveways, manholes, marquees, hoistaway openings, sidewalk vaults, street banners, or decorations and' similar exposures; or 2. the permitted or authorized operations performed by a Named Insured or on a Named Insured's behalf. The coverage granted by th!is paragraph does not apply to: a. Bodily injury, property damage or personal! and advertising injury ansing out of operations performed for the state or governmental agency or subdivislon or polftical subdivision; or With respect to this provision's requirement that additional [nsured status must be requested' de a written contract or agreement, the Insurer will treat as a written contract any governmental permit ft�h'reequl'res the Named Insured to add the governmental entity as an additional insured. /0 CNA74872XX (1-1 ) Page 3 of 14 The Continental insurance Co. insured Name: HAGERTY CONSULTING, INC. 6- Policy o:/ 6, 23741069 Endorsement Noi,_/ / 4 Enactive ate, 01/01/2017 Copyright ORA All FlIghts Reserved, InGludesGopyrl!ghtdrnatedalolInguranreSeMoesOfflce,Inc,,with Ota parmlssion�. ........... . ...... .... CNA CNA PARAMOUNT Technology General Liability Extension Endorsement 1. Trade Show Event Lessor 1. With respect to a Named Insured's participation In a trad�e show ovent as an exhibitor, presenter or, displayer, any person or organization whom the! Named Insured is: required to include as an, additional insured, but only with respect to suc:h person or organzation's lIabflity for bodily injury, property damage or personal and advertising injury caused by� STROTIMMM10I UF(TM trade show event. 2. The coverage granted by this paragraph doles not apply to bodily injury or property damage included wiI the products -completed operations hazaird, Any person or organization but onily with respect to such person or organlizafion's liability for boidily injury or, prop" damage arising,oult of your products which are distiI or sold In the regular course of such person or organization's busiress, provided that ri lII gill 1111 MME= MMZE�� (2) such inspections, adjustments, tests or servicing as sucih person or organization has agreed with the Named Insured to imakei or normally undertakes to make in the usual course of business, in connection with the distribution or sale of the products. 2. This Paragirapih J. doles not apply to any insured persoi',.. from whom acquired such products, nor to any ingredient, part or container, entering, �nto, acf such products, CNA74872XX (1'-15 Page 4 of 14 The Continental Insurance Col. Insured Name-, HAGERTY CONSULTING, INC. i4JIM1. MMIM-14m: Copyright GNA Ali RIghts Resemed. Inchidon copyrIghted materW of Insurance ServIces Mwl 6nc., rt 1h Its permilsslan. M I ('�, E L , / I f',5 . . ........ - ...... . ..... . . . ....... . . ..... - CNA CNA PARAMOUNT Te�chnoIlogy General Liability Extension Endorsement 2121=1 IM III! ININEII I WIN 1 111111 1 1 !11 1 M. c. it bodily injury or property damage included within the products -completed operations hazard is excluded by endorsement to this Coverage Part. Any person or organization who is not an additiona� insured under Paragraphs A. through J. above. Su additional insured is an Insured solely for bodily injury, property damage or personal and advertising inju for which such additional insured �s HaUe because olf the Named Insured's acts or orn�ssions. The coverage gran!t�ed by this paragraph does not appIly to! any person or organization: specificailly scheduled as an additional insured on another endorsement tothis Coverage Pan; nor 2. for bodily Injury or property damage included wn the products -completed operations hazard' except the extent all of the following apply� I ,ki. the written contract or agreement described in the opening paragraph of: thiis ADDITIONAL INSUREDS Provision requires the Named Insured' to provide the additional insured' such coverage; and c. the bodily injury or property damage results from your work that r subject of the written conitract or agreement, and such worik has not been excluded by endorsement to this Coverage Part A. The Other Insurance Condition inthe COMMERCIAL GENERAL LIABILITY CONDITIONS Section is amended to add the loflowing paragraph: If the Named Insured has agreed in writing in a contract or agreement that this insurance is primary and non- contdbutory relative to an aidditiona� Insureds own insurance, then this insurance i's pdmary, and the Insurer will not seek contHbution from that other insurance, For the purpose of this Provision 2., the additional insured's own insurance means insurance on which the adidifiona� insured is a named insured, 8. With respect to persons or organ4ations that quafify as additional insureds pursuant to paragraph II.K. of this endorsement, the following sentence is added to the paragraph abiovw Otherwise, and notwithstanding anything to the contrary elsewhere in this Condition, the insurance provided to such person or organization is excess of any other insurance available to such person or, organization, III ilillillilill I III � III IIIIIqJI �I gil gl�111 ig%qi�gq 11!11711 11 now injury, sick�ness or disease,, 2 amended to add the! following provlsions� CNA74872XX (1 -15), Page 5 of 14 The Continental Insurance Co. Insured NamwHAGERTY CONSULTING, INC. Dopyrighl CNA AAI Rights Reserved, Includes copyrighted mateirial of Irswance Ser*es Office, Inc.,Mth Its permIsabn V N C1. V CNA CNA PARAMiOUNT Technology General Liability Extension Endorsement The Named' 'insured must give the Insurer od representative notice of an occurrence, offense or claim oinly when the occurrence, offense or clanown to a natural person Named linsured, to a partner, executive officer, manager or member of a Named Insured, or to an employee designated by any olf the above to give such notice. Named Insured is aware that thisinsurance may apply to suc!h occurrence, offense or claim, 3. Pursuant to the limitations desaflibed in Paragraph 4. below, any organization in which a Named Insured has management control: a. on the effective date of this Coverage Part; or b. by reason of a Named Insured creating or acquiring the organ�zafion during the pollcy period, uUmilluxtury, eAQU5,5, Qvrmoyunt ur utne Ivibe, wflwurl 5UGn Uf­ydf%4d11Ur), Uir Wr11QT1 WQuiu UWM provided coverage but for the exhaustion of its limit,, and without regard to whelher its coverage is broader or narrower than that provided by this insurance, But this BROAD NAMED INSURED provision does not apply to: (a) any partnership or joint ventur% or (b) any organization for which coverage is excluded by another endorsement attached to this Coverage Part, For the purpose of this provision, and of this endorsement's JOINT VENTURES / PARTNERSHIP / LIMITED LIABILITY COMPANIES provision, management control means" A. ow ning! interests representing more than 50% of the vofing�, appointment or designation power for, the selection of a majority of the Board of Drectors cif a corporation, or the members of the management board of a limited niabHily company-, or B. having the right, pursuant to a written trust agreement, to protect, control the use of, encumber or transfer or sell property held by a trust With respect,to organizations which qualIfy as Named Insureds by virtue of Paragraph 3. above, this insurance does not apply to: a. bodily Injury or property damage that first occurred prior to the date of management control, or that first N... curs after management control ceases� nor b. personal or advertising injury caused by an offense that first occurred prior to the date of management control or that first occurs after management control ceases, 5. 'The insurance provided by this Coverage Part apiplies to Named Insfureds when trading under their own names or under such othertrading names or doing-businesis-as names (dba) as any Named Insured sh$hlo, choose to emplNy, CNA74872XX Page 6 of 14 The Continental Insurance Co. Insured Name: HAGERTY CONSULTINC., INC PoliicyNo"` 6023741069 Endorsement No: 4 Effective Date: OliO112017 CopyrfghIGNA,AIk ClghtsPis servad. IncludescapyrIghted malodal of Bnsurance Services Office, Inc., with fts permisslon, vy, F" CNA CNAPARAMOUNT Technology General Liability Extension Endorsement The estates, heirs, lie,gi,al rapresenlatives and spouses of any naturial person Insured shall ia�so be insured under thiis popcled, however, coveragie is; afforded to such ast,ates, heirs, legal representatives, and spouses only for claims arising solely out of their capacity, or status as Such and, in the case of a spouse, where such claim seeks damages from mardal community property, jointly heid property or property transferred from such natural person Insured to such spouse. No coverage is provided for any act, error or omism I on of an esitate, heir, legal representative, or spiouse outside the scope of' such person's capacity or status as siuich, provided however that the CIA O'ES411 1 villul r7jlveut M -M711 spoT557 2717, errufb Ur ufm5b�V�15 in ule wvlulyir;[ Ul Me AMMU Insured's business Under COVERAGES, Coverage A — Bodfly Injury And Property Damage Liability, this paragraph enfitled This insurance does not app�y to: Expected or Intended Injury me LTA Dogma AAMR-01TR A quasi in rem action against any vessel owned or operated by or for the Named Insured, or chartered by or for the Named Insured, will be treated in the same manner, as though the action were in per'sonam aga�rst the Named Insured. 9. INCIDENTAL HEALTH CARE MALPRACTICE COVERAGE 0 1 ' I I 111111I I � 111 WIN bi. This insurance applies to bodilly Injury provided Iftat the pto the Named Insured's primary business purpose, and only if: R 1 4'maR r R. (2,) the bodily injuiry first occurs during the policy period. All bIFR iily Injury arising from ian occurrence will be deemed to have occurred at the time of the first act, error, or omission that is part of the occurrence; and B. Under COVERAGES, Coverage A — Bodily Injury And Property Damage Liabilitty, the paragraph entitled Exclusior&4-enended to: This: exclusion apr bodily injury afls�ng from a healthi care incident is covered by othier liability insurance available to the Insured (or which woulid have been available but for exhaustion of its limits), M CNA748'72XX Page 7 of 14 The Continental Insurance Co. lnsured Name: HAGERTY CONSULTING, INC. Gott ydght CNA All Rights Reserved. NA CNA PARAMOUNT Technology General Liability Extension Endorsement .. . . ........ Contractual Liability the Insured's actual or alleged liability under any oral or writi�on contract or agreement, including but not limited' to express warranties or guarantees. iii. add the following additional'exclusions. This !;insurance does not apply, to: Discrimination any actual or afleged discrimination, humiliation or harassment, that inducles but shafl not be limited to claims based on an individual's race, creed, color, age, gender, national origin, religion, disability, marital status or sexual orientation. Dishonesty or Criime Any actual or aflegied dishonest, criminal or malicious act, error or omission. Madicare/Medicaittl Fraud any actual or alieged violation of Ilaw *th respect to Medicare, Medicaid, Tricare or any similar federal, state or local governmental program. Services Excluded by Endorsement Any health care incident for which coverage is excluded by endorsement. C. DEFINITIONS is amended to; L add the: following definitions: Health care incident means an act, error or emission by the Named Insured's employees or volunteer workers in the rendering cf� a. professional health care services on behaif of the Named! Insured or b. Good Samaritan services rendered in an emergency and for, which no payment is demanded or received, Professional health care services means any health care, services or the related furnishing of food, beverages, medical supplies or appliances by the following providers in their capacity as such, but solely to the extant they are duty licensed as required: a. Physician; bi. Nurse; c. Nurse practifoner; d. Emergency medical technician; ,a. Paramedic-, f. Dentisti g. Physical therapist; h. Psychologist; 1. Speech therapist; Other allied health profiessionall; or Prof ion�anll health care services does not include any services tendered in connection trials or product testing, CNA74872'XX (1 -15) Policy bio 60237,K069 Page 8of4 Endorsement No, W The Continental Insurance Co. Effective Datw 01/01/2017 1 nsurad 'amen HAGERTY CONSULTING, INC. Copyright CNA Arl Rights Reserved. Include$ c0pyrighted irtWorial or Insurance Services office, Inc.. Wlh Its perrrisabn. - — ------------- CNA CNA PA,RAMO�UN'T Technology General Liability Extension Endorsement ii. delete the definifion of occurrence and replace it with the following: x1p single occurrence; I - a 0 the Named Insured's employees are Insureds with respect to: Named Insured performing duties related to the conduct of the Named Insured's business; and I ) ,2 bodily injury to a volunteer worker while performing duties related to 'the conduct of the Named Insured's busilness� when such bodily injury arises out of a health care Incident, the Named Insured's volunteer workers are Insureds with respect to� (1) bodilly Injury to a co -volunteer worker while performing duties related to the conduct of the Named Insured'd .1 MB I d 1; 11111111 IS 1111 own IF'] 111111 when such bodily injury arises out of: a health care incident. b. delete Subparagiraphs (a), (b), (c) and (d) of Paragraph 2.a.(1) of WHO IS AN INSURED, c. add the fo0owing, nr—MM-E 11 .11 a 11 2 M The Other Insurance condition is a,menidled to delete Paragraph b.(1) in its enfir* and replace it with the following: b. Excess Insurance (1) To the extent this insurance applies, it is excess over any other insurance, Solf insurance or risk, transfer instrurnent, whether p0mary, excess, contingent or on any other bas1s, except for insurance purchased specifically by the Named Insuredto be excess: of this colverag:e, 11!111111g�� ren rm��Ip, I I•!: •1 1 M"11111 11 ii 11 410 1 1, it . I - the conduct of any current or past partnership or joint venture that is not shown as a Named' Insured in t Declarations; nor i the conduct of a currenit or past limited liability company in which a Named Insured's interest does/dId not rise to the level of management conlrol� except that if the Named Insured was a joint venturer', pe;tnar, or me rb ich a limited liability company, and ar such joiint venture, gartnershi• or limited liabilit t m b;r -y comp a UX L L - - ----- . ...... - - - — ------ ----- ._- -l- CN 4872 (11 -15) VI"'N PolicyNo: Page 9 of 14 No: The Continental Insurance Co. Effective Date: Insured Names HAGERTY CONSULTING, INC. Capyright CNA All Rights Reserved, llncli�Ades copyrightedmaterlalrat insuranreSerAces0l:lce,ln,..,wthIts perrnils&Cori, 6023741069 4 01/01/2017 . . ......... ............. CNA CN�A PARAMOUNT Technology General Liability Extension Endorsement Named Insured is an Insured with respect to its interest in such joint venture, partnersNp or flmited kabilily company Mut only to the extent that: a. any offense giving rise to personal and advertising injury, occurred prior to such termination date, and the personal and advertising injury arising out of such offense, first occurred after such termination daW, b. the bodily injury or property damage first occurred affersuch termination date; and c. there is no other valid and collectible insurance purchased speMica�ly to insiure 'the parinership, joint venture or limited liabifity company, A. 1nder C Exclusions is amended to delete the first paragraph immediately foflowing subparagraph (6) of the Damage to Property exclusion and replace it with the following: B. Under COVERAGES, Coverage A — Bodily Injury and Property Damage Liability, the paragraph entitled Exclusions is amended to dieWta its iast paragraph and replace it w4h the followinq Exclusions c. through n. do not apply to damage by fire, fightning, explosion, smoke or leakage from automatic fire protective systems to premises while rented to a Nerried Insured or temporarily occupied by a Named Insured with permission of the owner, nor to damage to the contents of premises rented to a Named InsuredJot a pariod of 7 or fewer consecutive days. A separate limit of insurance applies to this coverage as described in the LIMITS OF INSURANCE Section, C. LIMITS OF INSURANCE is amended to delete Paragraph 6. (the Damage To Premises Rented To You Limit) and replace it Mth the following: 6. Subject to Paragraph S. above, (the Each Occurrence Limit), the Damage To Premises Ren!ted To You Limli is the most the msurer will pay under COVERAGE A for da;mages because of property damage to� 2. any one prarrises while rented to a Ramed Insured or temporarfly occupW by a ilalmed4nsured"01h the permission of the owner; and b. contents of such promises: if 'the promises is rented to the Named Insured for a pedod of 7 or fewer consecutive days, The Damage To Premises Rented To You Limit is $500,0010, unless a higher Damage to Premises Rented to You Limit is shown in the Declarations, munir-ir gours, nz (0) That is property insurance for prernises rented to a Named Insured, for prelm�sies temporarily occupied by the Named Insured with the permission! of the owner; or for personal property, of others in the Named Insured's care, custody or control; E. This Provision 11., does not apply 111 liability for damage to pramises ranted to a Named Insured is excluded by another endorsement attached to this Coverage Part, CNA74872XX (1.15) Page 10 of 14 The Continental Insurance Co. Insured Name: HAGERTY CONSULTING, INC. 111110 a ZZ I Muif-MM DIFFMIR z Copyrfght CNA All RWls Resorved. tnoludescopydghtedmatarfallatinsurancoServlcosOfflw,ine.,wiViIla pofmTiB!sslan. . . . . ..... ........ CNA CNA PARAMOUNT Technology General Liability Extension EndoIrsement A. LIMITS OF INSURANCE is amendedto delete Paragraph 7. (the Medlca� Expense Limit) and replace it wfth the foilow,ing: 7. Subject to Paragraph S. above (the Each Occurrence Limit), the MedIcal Expense Limit is the most fling insurer will' pay under, Coverage C— Medical Payments for all medical expenses because of bodily injury sustained by any one person. 'The Medical Expense Limit is the greater ot (1) $15,000 unless a different amount Is shown here, ; or 1!111�ll!illi!!:�����lil�l!��i��li��Ill�!ll,I gill H�� Rl Under COVERAGES, the Insuring Agreement of Coverage C — Medical Payments is amended to replace Paragraph i with the following� (b), The expenses are Incurred and reported to the Insurer WtHn three years of the date of the accident; and Under COVERAGES, Coverage A — Bodily Injury and Property Damage Liability, the paragraph antifled Exclusions is a inended as folliol to . J , - IEIZMM��� This exclusion does not apply to an aircraft not owned by any Named Insured, provided that: 1. the pilot in command holds a, currenfly effectIlve cerlificate issued by the dully consfituted authority of the United States of' America or Canad�a, designating that ppliot; 2. the aircraft is rented with a trained, paid crew to the Named Insured; and 3. the aircraft is not being used to carry persons or prop" for a charge. IIIM, , 1 11 1 Under COVERAGES, Coverage A — Bodily Injury and Property Damiage Liability, the paragraph entitled Exclusions, is amended to delete subparagraph (2) of the exclusion entitled Aircraft, Auto or Watercraft, and replace It wIth the folilowing, TNs excluslon does not apply toI� ra (a) less than 75 feet long; and (b) not being used to carry persons, or property for a charge. =31 F ��ii I I I I I I I i Ill 11111 11 l I iii I i I I il I I � 111 i I 1111111711;EME= B. Under COVERAGES, Coverage B — Personal and Advertising Injury Liability, M entitled Exclusions is amended til a C NA74872XX (I -115) �Policy'No: 60237411069 Page I I of f' Endorsement No: 4 T'he Continental Insurance Col. Effective Date: 01/01/20,17 Insured Name: HAGERTY CONSULTING,, INC. Copyright CNA All RIghis Reserved Includescopyrighled material W Instirance services Officle, ImL, with! Its Ipaimissian. . . ............... . ...... . . ...... CNA CNA PAR'AMOlUNT Technology General Liability Extension Endorsement 1f ITMIT l MM (a) the Named Insured; or (b) any executive off III directorl, stockholder, partner, member or manager (if 'the Named Insured is a limited 4ability company) of the Named Insured. lommimp.r.? M.-wrMWAFM.. M Employment Related Discrimination MIrt or hum,iliation directly or indirectly related to the emp�oyrnent, prospective employment, past ,5mployment or termination of employment of any perSGn by any Insured, discrimination or humiliation aris�ng out of 'the sate, rentW, lease or slub-�ease or prospective sale, rental, lease or sub-l'ease of any room, dwelling or promises by or at the direction of any Insured. Notwithstanding the above, there is no coverage for fines or penalties ll or imposed by a governmental entity because of discrim i nation. M1 I I I - AIM - aim KoiLor, I luiry-11milwallwaumvel I ;MfM I I a I tw1jgo".rAdw am 11- MA I wJ111111 MA I It ME liku 0 attachment of an adidifil insured endorsement to this Coverage Part. 16. PERSONAL AND ADVERTISING INJURY - LIMITED CONTRACTUAL LIABILITY 'rms insurance doles not apply to. Contractual Liabilitty Personal and advertising injury for wNch the Insured has assumed liabflity in a contract or agreement. This exclusion does not apply to liability for damages: (1) that the Insured would have in the absence of the contract or agreement, or (2) assiumed in a contiraot or agreement that is an insured contract provided the offense that caused such personal or advertising injury first occurred subsequent to the execution lot such insured contract, Sollely for the purplese, of fiability assumed in an insured contract, reasonable attorney fees and necessary litigation expenses incurred by or for a party olther than an Insured are deemed to be damages becauise of personal and advertising Injury provided. (a) liability to such party for,, or for the cost oif, that party's defense! has also, been assumed in such insured contract and N.against a civfl or alternative # im—Re CNA74872M (1-115)1 Page 12 of 114 "IN The Contimental Insurance Co. insured Name: HAGERTY CONSULTING, INC. Policy No� 6023741069 k—rsament Nl 4 Effective N. 01/01/201-7 Copyright GNA All Rights Reserved. Includes copyrighted ml of Insurance services Offlce, Inc, with Its permission. 11VAC"OE �l4/ tc_ . ... .. . ... ............... . . ............. . CNA CNA PARAM01UNT Technology General Liability Extension Endorsement B. SoWy for the purpose of the coverage provided by this paragraph, DEFINITIONS �s amended to delete the M efinition of insured contract in its entirety, and replace it with the following�: I = W mvp rr. Wy. 0 M m M. M.- L;n The allegations in the suit and the information! the Insurer knows about the offense afleged in such suit are such that no conflict appears to exist between the interests of the Insured and the interests of the lndemnitee� So long as the above conditions are met, attorneys fees incurred by the Insurer in the defense of that indernnitee, necessary litigation expenses incurred by the �nsurer, and necessary iifigiation expenses incurred by the indemnftee at the Insurer's request wili be paid as defense costs. Notwithstanding the provisions of Paragraph e.(2) of the Contractual Liability exclusion (as arnendad by this Endorsement), suc:h payments; will not be deemed to be damages for personal! and advertisiling injury and will not reduce the Hmits of: insurance, D. This PERSONAL AND ADVERTISING INJURY - LIMITED CONTRACTUAL LIABILITY Provision does not apply 9 Coverage B —Personal and Advertising Injury Liability is: excluded by another endorsement attached' to this Coverage Part. CS 0 17. PROPERTY DAMAGE —ELEVATORS A. Under COVERAGES, Coverage A — Bodily Injury and Property Damage Liability, the paragraph entitled' Exclusions is amended such thatthe Damageto Your Product Exdusion and subparagraphis (3), (4) and (6) of the Damage to Property Excluis�oni do not apply to property damage that results from the use of elevators, B. Slotely for the purpose of the coverage provided by this PROPERTY DAMAGE — ELEVATORS Provis�on, the Other Insurance conditions is amended to add the following paragiraph� This insurance is excess: over any of' the other insurance, whether primiaryi, excess, contingent or on any other basis that is Property insurance covering property of others damaged from the use of elevators, 75U.513�L �M�W A. Paragraph 11.1b. is amended to delete the $250 firrit shown for the cost of ball bonds and replace it with a $5,000. firrift; and B. Paragraph Id. is amended to delete the limit of $2510 shown for daily loss of earnings and replace It with a $1,000, fimit, Z 0 nm .71 rl WUR ........... ::::::: F, - F yarrage, and this limit: C NA74872XX (1 - 15) Page 13 of 14 The Continental Insurance Col. insured Name: HAGERTY CONSULTING, INC. PodoyNo: 60237410 11 domement No,'4 Effective Date: 0i / 0 1 / 2 0 Copyright CNA AM Rights Reserved. Includes copyrighted material at insurance SeNces 01fim, Inc., Ath Its permlaslon, CNA CN'A PARAMOUNT Technology General Liability Extension Endorsement ItIJ5 1 1111 111 af-11 1 0 k1 kiEl''i Under CONDITIONS, the condition entftled Transfer Of Rights Of Recovery Against Others To Us is amenclied to add the following. - The Inslurer waives any right of recovery the insurer may have against any person or, organization because of por injury or damage arising out of. 1. the Named Insured's ongoing operations„ or 2. your work included in the productscompleted operations hazard. However, this walver applies, only when the Named Insured has agreed in writing to waive such righits of recovery in a written contract or written agreement, and only if such contract or agreement: I., is int effect or becomes effective during the term of this Coverage Part and 2. was executed prior to the bodily injury, property damage or personal and advertising injury giving rise to the claim, 'This endorsement, which forms a part of and is f:or attachment to the Policy lssued by, the designated insurers, take's effect on the effective date lot said Policy at, the hour stated in said Policy, unle:ss another effective date is shown be�ow, and expire!s concurrently wfth said Policy, ,7- CNA74872XX (1 oy"Nd Page 14 of 14 Endorsement leo� The Continental Insurance Co. Effective Data,, Insured blame;' RAGERITY CONSULTING, INC. Cc pyrtght CNA All Rights, Reserved Includes wpyrlghlad ruAterial of imurance SoMces Offico, Im., with do, pF.)rrslwMon, 60 '3°74106'9 4 01/01/2017 SUPPLEMENTAL INSURANCE CHECKLIST TO: CLERK OF THE COUNCIL OFFICE FROM: CONTRACT ADMINISTRATOR: NAME OF CONSULTANT I PARTY: Hagerty Consulting, Inc. AGREEMENT NUMBER (IF APPLICABLE): A-2016-244 Please review the insurance section of the agreement to ensure all necessary certificates of insurance are submitted to the Clerk's Office. Please provide ALL documents listed to fully execute the agreement and avoid payment delay to the vendor. Please check all boxes below that apply to your agreement. BUSINESS AUTOMOBILE LIABILITY NON -OWNED ® ❑ HIRED ® ❑ OWNED ❑ GENERAL LIABILITY ® ❑ PROFESSIONAL LIABILITY ® ❑ WORKER'S COMPENSATION ® ❑ REVISED. 9119/2018 ACORO® CERTIFICATE OF LIABILITY INSURANCE 11110/25/2019 DATE(MM1/DD 201 Y) 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 Hays Companies 1200 North Mayfair Road Suite #100 Milwaukee NI 53226 CONT Amy Vossekuil -NAME PNONE ,(414)443-0000 FAX C. No: n Unless: INSURERS AFFORDING COVERAGE NAICN INSURER A:Continental Insurance Company 35289 INSURED Hagerty Consulting, Inc. 1618 Orrington Ave, Suite 201 Evanston IL 60201 INSURER B:National Fire Insurance Co of 20478 INSURERC:Valley Forge Insurance Company 20508 INSURER D:Certain Underwriters at Lloyds INSURER E: 1 INSURER F: COVERAGES CERTIFICATE NUMBER:18-19 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. INSRR TYPE OF INSURANCE DOL AINSID SUER Whin POLICY NUMBER MMIDDY POLICY UP LIMITS X COMMERCIAL GENERAL LIABILITY EACH OCCURRENCE $ 11000,000 A CLAIMS -MADE X OCCUR DAMAGE TO RENTED 100,000 PREMISES Ea occurrence $ MED UP (my one person) $ 15,000 X 6023741069 1/1/2018 1/1/2019 PERSONAL A ADV INJURY $ 11000,000 GENL AGGREGATE LIMIT APPLIES PER: GENERAL AGGREGATE $ 2,000,000 X POLICY JECTPRO- F-1LOC PRODUCTS-COMP/OPAGG $ 21000,000 $ OTHER: AUTOMOBILE LIABILITY COMBINED SINGLE LIMIT $ 11000,000 Ea accident BODILY INJURY (Per person) $ B ANY AUTO ALLOOWNED F 1 SCHEDULED AAUTOS 6023741055 1/1/20113 1/1/2019 BODILY INJURY (Per accident) $ XX NON -OWNED HIRED AUTOS AUTOS PROPERTY DAMAGE $ Peraccident X UMBRELLA LIAR X OCCUR EACH OCCURRENCE $ 2,000,000 AGGREGATE $ 2,000,000 A EXCESS LIAR CLAIMS -MADE DED I X I RETENTION$ 10 000 1 Is 16023741072 1/1/2018 1/1/2019 ' WORKERS COMPENSATION AND EMPLOYERS' LIABILITY Y/ N X PER DTH- STATUTE ER E.L. EACH ACCIDENT $ 500,000 Z C ANY PROPRIETOWPARTNEMEXECUTIVE OFFICERIMEMBER EXCLUDED? ❑NIA (Mandatory in NH) 6023741041 LAOS) 1/1/2018 1/1/2019 E.L. DISEASE - EA EMPLOYE $ 500,000 If yes, DESCRIPTION e under DESCRIPTION OF OPERATIONS below 6023741086 (CA) E.L. DISEASE - POLICY LIMIT $ 500 000 D Professional W17828180401 1/1/2018 1/1/2019 Ea Claim/Aggregate $2,000,000 DESCRIPTION OF OPERATIONS / LOCATIONS /VEHICLES (ACORD 101, Additional Remarks Schedule, may be attached if more space is required) Certificate Holder, its officers, agents and employees are additional insured in regards to General Liability policy per attached endorsement. 10 days notice of cancellation for non-payment. City of Santa Ana Attn: Purchasing Dept. 20 Civic Center Plaza Santa Ana , CA 92701 ACORD 25 (2014101) INS025 (201ac1) SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. AUTHORIZED REPRESENTATIVE Hays/FHALAS ©1988.2014 ACORD The ACORD name and logo are registered marks of ACORD 6NA CNA PARAMOUNT Technology General Liability Extension Endorsement It is understood and agreed that this endorsement amends the COMMERCIAL GENERAL LIABILITY COVERAGE PART as follows. If any other endorsement attached to this policy amends any provision also amended by this endorsement, then that other endorsement controls with respect to such provision, and the changes made by this endorsement with respect to such provision do not apply. CNA74872XX(1-15) y Page 1 of 14 Polic No: 5023741059 The Continental Insurance Co. Effective Date: 01/01/2018 Insured Name: HAGERTY CONSULTING, INC. Copyright CNA All Rights Reserved. Includes copyrighted material of Insurance Services Office, Inc., with its permission. OF CONTENTS uredsured EE,,Ea FTABLE - Primary And Nibutory To Additional Insured's Insurance - Expanded Definitionedge of Occurrence/ NOccurrence 5. Broad Named Insured 6. Estates, Legal Representatives and Spouses 7. Expected Or Intended Injury - Exception for Reasonable Force 8. In Rem Actions 9. Incidental Health Care Malpractice Coverage 10. Joint Ventures/Partnership/Limited Liability Companies 11. Legal Liability - Damage To Premises 12. Medical Payments 13. Non -owned Aircraft Coverage 14. Non -owned Watercraft 15. Personal And Advertising Injury = Discrimination or Humiliation 16. ury - Limited Contractual Liability Personal And AE-Elevators 17. Property Dama18. Supplementary19. E Property DamaMolds and Dies 20. Unintentional Fose Hazards 21. Waiver of Subrogation - Blanket CNA74872XX(1-15) y Page 1 of 14 Polic No: 5023741059 The Continental Insurance Co. Effective Date: 01/01/2018 Insured Name: HAGERTY CONSULTING, INC. Copyright CNA All Rights Reserved. Includes copyrighted material of Insurance Services Office, Inc., with its permission. CHA CNA PARAMOUNT Technology General Liability Extension Endorsement 1. ADDITIONAL INSUREDS a. WHO IS AN INSURED is amended to include as an Insured any person or organization described in paragraphs A. through K. below whom a Named Insured is required to add as an additional insured on this Coverage Part under a written contract or written agreement, provided such contract or agreement: (1) is currently in effect or becomes effective during the term of this Coverage Part; and (2) was executed prior to: (a) the bodily injury or property damage; or (b) the offense that caused the personal and advertising injury, for which such additional insured seeks coverage. b. However, subject always to the terms and conditions of this policy, including the limits of insurance, the Insurer will not provide such additional insured with: (1) a higher limit of insurance than required by such contract or agreement; or (2) coverage broader than required by such contract or agreement, and in no event broader than that described by the applicable paragraph A. through K. below. Any coverage granted by this endorsement shall apply only to the extent permissible by law. A. Controlling Interest Any person or organization with a controlling interest in a Named Insured, but only with respect to such person or organization's liability for bodily injury, property damage or personal and advertising injury arising out of: 1. such person or organization's financial control of a Named Insured; or 2. premises such person or organization owns, maintains or controls while a Named Insured leases or occupies such premises; provided that the coverage granted by this paragraph does not apply to structural alterations, new construction or demolition operations performed by, on behalf of, or for such additional insured. B. Co-owner of Insured Premises A co-owner of a premises co -owned by a Named Insured and covered under this insurance but only with respect to such co -owner's liability for bodily injury, property damage or personal and advertising injury as co-owner of such premises. C. Grantor of Franchise Any person or organization that has granted a franchise to a Named Insured, but only with respect to such person or organization's liability for bodily injury, property damage or personal and advertising injury as grantor of a franchise to the Named Insured. D. Lessor of Equipment Any person or organization from whom a Named Insured leases equipment, but only with respect to liability for bodily injury, property damage or personal and advertising injury caused, in whole or in part, by the Named Insured's maintenance, operation or use of such equipment, provided that the occurrence giving rise to such bodily injury, property damage or the offense giving rise to such personal and advertising injury takes place prior to the termination of such lease. CNA74872XX (1-15) Page 2 of 14 Policy No: 6023741069 The Continental Insurance Co. Insured Name: HAGERTY CONSULTING, INC. Copyright CNA All Rights Reserved. Includes copyrighted material of Insurance Services Office, Inc., with its pennission CNA CNA PARAMOUNT Technology General Liability Extension Endorsement E. Lessor of Land Any person or organization from whom a Named Insured leases land but only with respect to liability for bodily injury, property damage or personal and advertising injury arising out of the ownership, maintenance or use of such land, provided that the occurrence giving rise to such bodily injury, property damage or the offense giving rise to such personal and advertising injury takes place prior to the termination of such lease. The coverage granted by this paragraph does not apply to structural alterations, new construction or demolition operations performed by, on behalf of, or for such additional insured. Lessor of Premises An owner or lessor of premises leased to the Named Insured, or such owner or lessors real estate manager, but only with respect to liability for bodily injury, property damage or personal and advertising injury arising out of the ownership, maintenance or use of such part of the premises leased to the Named Insured, and provided that the occurrence giving rise to such bodily injury or property damage, or the offense giving rise to such personal and advertising injury, takes place prior to the termination of such lease. The coverage granted by this paragraph does not apply to structural alterations, new construction or demolition operations performed by, on behalf of, or for such additional insured. G. Mortgagee, Assignee or Receiver A mortgagee, assignee or receiver of premises but only with respect to such mortgagee, assignee or receiver's liability for bodily injury, property damage or personal and advertising injury arising out of the Named Insured's ownership, maintenance, or use of a premises by a Named Insured. The coverage granted by this paragraph does not apply to structural alterations, new construction or demolition operations performed by, on behalf of, or for such additional insured. H. State or Governmental Agency or Subdivision or Political Subdivisions — Permits A state or governmental agency or subdivision or political subdivision that has issued a permit or authorization but only with respect to such state or governmental agency or subdivision or political subdivision's liability for bodily injury, property damage or personal and advertising injury arising out of: 1. the following hazards in connection with premises a Named Insured owns, rents, or controls and to which this insurance applies: a a. the existence, maintenance, repair, construction, erection, or removal of advertising signs, awnings, canopies, cellar entrances, coal holes, driveways, manholes, marquees, hoistaway openings, sidewalk vaults, street banners, or decorations and similar exposures; or b. the construction, erection, or removal of elevators; or c. the ownership, maintenance or use of any elevators covered by this insurance; or 2. the permitted or authorized operations performed by a Named Insured or on a Named Insured's behalf. The coverage granted by this paragraph does not apply to: a. Bodily injury, property damage or personal and advertising injury arising out of operations performed for the state or governmental agency or subdivision or political subdivision; or b. Bodily injury or property damage included within the products -completed operations hazard. With respect to this provision's requirement that additional insured status must be requested under a written contract or agreement, the Insurer will treat as a written contract any governmental permit that requires the Named Insured to add the governmental entity as an additional insured. Page 3 of 14X (1-15) 9 Policy No: 6023741069 The Continental Insurance Co. Insured Name: HAGERTY CONSULTING, INC. Capynght CNA All Rights Reserved. Includes copynghted material of Insurance Services Office. Inc., with its permission CNA CNA PARAMOUNT Technology General Liability Extension Endorsement I. Trade Show Event Lessor 1. With respect to a Named Insured's participation in a trade show event as an exhibitor, presenter or displayer, any person or organization whom the Named Insured is required to include as an additional insured, but only with respect to such person or organization's liability for bodily injury, property damage or personal and advertising injury caused by: a. the Named Insured's acts or omissions; or b. the acts or omissions of those acting on the Named Insured's behalf, in the performance of the Named Insured's ongoing operations at the trade show event premises during the trade show event. 2. The coverage granted by this paragraph does not apply to bodily injury or property damage included within the products -completed operations hazard. J. Vendor Any person or organization but only with respect to such person or organization's liability for bodily injury or property damage arising out of your products which are distributed or sold in the regular course of such person or organization's business, provided that: 1. The coverage granted by this paragraph does not apply to: a. bodily injury or property damage for which such person or organization is obligated to pay damages by reason of the assumption of liability in a contract or agreement unless such liability exists in the absence of the contract or agreement; b, any express warranty unauthorized by the Named Insured; c. any physical or chemical change in any product made intentionally by such person or organization; d. repackaging, except when unpacked solely for the purpose of inspection, demonstration, testing, or the substitution of parts under instructions from the manufacturer, and then repackaged in the original container; e. any failure to make any inspections, adjustments, tests or servicing that such person or organization has agreed to make or normally undertakes to make in the usual course of business, in connection with the distribution or sale of the products; f. demonstration, installation, servicing or repair operations, except such operations performed at such person or organization's premises in connection with the sale of a product; g. products which, after distribution or sale by the Named Insured, have been labeled or relabeled or used as a container, part or ingredient of any otherthing or substance by or for such person or organization; or h. bodily injury or property damage arising out of the sole negligence of such person or organization for its own acts or omissions or those of its employees or anyone else acting on its behalf. However, this exclusion does not apply to: (1) the exceptions contained in Subparagraphs d. orf. above; or (2) such inspections, adjustments, tests or servicing as such person or organization has agreed with the Named Insured to make or normally undertakes to make in the usual course of business, in connection with the distribution or sale of the products. 2. This Paragraph J. does not apply to any insured person or organization, from whom the Named Insured has acquired such products, nor to any ingredient, part or container, entering into, accompanying or containing such products. GNA74872XX (1-15) Page 4 of 14 The Continental Insurance Co. Insured Name: HAGERTY CONSULTING, INC. Policy No: 6023741069 Copyright CNA All Rights Reserved. Includes copyrighted material of Insumnce Services Office, Inc., with its permission. CNA CNA PARAMOUNT Technology General Liability Extension Endorsement 3. This Paragraph J. also does not apply: a. to any vendor specifically scheduled as an additional insured by endorsement to this Coverage Part; b. to any of your products for which coverage is excluded by endorsement to this Coverage Part; nor c. if bodily injury or property damage included within the products -completed operations hazard is excluded by endorsement to this Coverage Part. K. Other Person Or Organization / Your Work Any person or organization who is not an additional insured under Paragraphs A. through J. above. Such additional insured is an Insured solely for bodily injury, property damage or personal and advertising injury for which such additional insured is liable because of the Named Insured's acts or omissions. The coverage granted by this paragraph does not apply to any person or organization: 1. who is specifically scheduled as an additional insured on another endorsement to this Coverage Part; nor 2. for bodily injury or property damage included within the products -completed operations hazard except to the extent all of the following apply: a. this Coverage Part provides such coverage; b. the written contract or agreement described in the opening paragraph of this ADDITIONAL INSUREDS Provision requires the Named Insured to provide the additional insured such coverage; and c. the bodily injury or property damage results from your work that is the subject of the written contract or agreement, and such work has not been excluded by endorsement to this Coverage Part. 2. ADDITIONAL INSURED -PRIMARY AND NON-CONTRIBUTORY TO ADDITIONAL INSURED'S INSURANCE A. The Other Insurance Condition in the COMMERCIAL GENERAL LIABILITY CONDITIONS Section is amended to add the following paragraph: If the Named Insured has agreed in writing in a contract or agreement that this insurance is primary and non- contributory relative to an additional insured's own insurance, then this insurance is primary, and the Insurer will not seek contribution from that other insurance. For the purpose of this Provision 2., the additional insured's own insurance means insurance on which the additional insured is a named insured. B. With respect to persons or organizations that qualify as additional insureds pursuant to paragraph 1.K. of this endorsement, the following sentence is added to the paragraph above: Otherwise, and notwithstanding anything to the contrary elsewhere in this Condition, the insurance provided to such person or organization is excess of any other insurance available to such person or organization. 3. BODILY INJURY— EXPANDED DEFINITION Under DEFINITIONS, the definition of bodily injury is deleted and replaced by the following: Bodily injury means physical injury, sickness or disease sustained by a person, including death, humiliation, shock, mental anguish or mental injury sustained by that person at any time which results as a consequence of the physical injury, sickness or disease. 4. BROAD KNOWLEDGE OF OCCURRENCE/ NOTICE OF OCCURRENCE Under CONDITIONS, the condition entitled Duties in The Event of Occurrence, Offense, Claim or Suit Condition is amended to add the following provisions: A. BROAD KNOWLEDGE OF OCCURRENCE GNA74872XX (1-15) Page 5 of 14 The Continental Insurance Co. Insured Name: HAGERTY CONSULTING, INC. Policy NO: 6023741069 Copynght CNA All Rights Reserved. Includes copyrighted material of Insurance Services Office, Inc., with its permission. CNA CNA PARAMOUNT Technology General Liability Extension Endorsement The Named Insured must give the Insurer or the Insurer's authorized representative notice of an occurrence, offense or claim only when the occurrence, offense or claim is known to a natural person Named Insured, to a partner, executive officer, manager or member of a Named Insured, or to an employee designated by any of the above to give such notice. B. NOTICE OF OCCURRENCE The Named Insured's rights under this Coverage Part will not be prejudiced if the Named Insured fails to give the Insurer notice of an occurrence, offense or claim and that failure is solely due to the Named Insured's reasonable belief that the bodily injury or property damage is not covered under this Coverage Part. However, the Named Insured shall give written notice of such occurrence, offense or claim to the Insurer as soon as the Named Insured is aware that this insurance may apply to such occurrence, offense or claim. 5. BROAD NAMED INSURED WHO IS AN INSURED is amended to delete its Paragraph 3. in its entirety and replace it with the following: 3. Pursuant to the limitations described in Paragraph 4. below, any organization in which a Named Insured has management control: a. on the effective date of this Coverage Part; or b. by reason of a Named Insured creating or acquiring the organization during the policy period, qualifies as a Named Insured, provided that there is no other similar liability insurance, whether primary, contributory, excess, contingent or otherwise, which provides coverage to such organization, or which would have provided coverage but for the exhaustion of its limit, and without regard to whether its coverage is broader or narrower than that provided by this insurance. But this BROAD NAMED INSURED provision does not apply to: (a) any partnership or joint venture; or (b) any organization for which coverage is excluded by another endorsement attached to this Coverage Part. For the purpose of this provision, and of this endorsement's JOINT VENTURES / PARTNERSHIP / LIMITED LIABILITY COMPANIES provision, management control means: A. owning interests representing more than 50% of the voting, appointment or designation power for the selection of a majority of the Board of Directors of a corporation, or the members of the management board of a limited liability company; or B. having the right, pursuant to a written trust agreement, to protect, control the use of, encumber or transfer or sell property held by a trust. 4. With respect to organizations which qualify as Named Insureds by virtue of Paragraph 3. above, this insurance does not apply to: a. bodily injury or property damage that first occurred prior to the date of management control, or that first occurs after management control ceases; nor b. personal or advertising injury caused by an offense that first occurred prior to the date of management control or that first occurs after management control ceases. 5. The insurance provided by this Coverage Part applies to Named Insureds when trading under their own names or under such other trading names or doing -business -as names (dba) as any Named Insured should choose to employ. CNA74872XX (1-15) Page 6 of 14 The Continental Insurance Co. Insured Name: HAGERTY CONSULTING, INC. Policy No: 6023741069 Copynght CNA All Rights Reserved. Includes copyrighted material of Insurance Services Office, Inc., with its pennission. CNA CNA PARAMOUNT Technology General Liability Extension Endorsement 6. ESTATES, LEGAL REPRESENTATIVES, AND SPOUSES The estates, heirs, legal representatives and spouses of any natural person Insured shall also be insured under this policy; provided, however, coverage is afforded to such estates, heirs, legal representatives, and spouses only for claims arising solely out of their capacity or status as such and, in the case of a spouse, where such claim seeks damages from marital community property, jointly held property or property transferred from such natural person Insured to such spouse. No coverage is provided for any act, error or omission of an estate, heir, legal representative, or spouse outside the scope of such person's capacity or status as such, provided however that the spouse of a natural person Named Insured and the spouses of members or partners of joint venture or partnership Named Insureds are Insureds with respect to such spouses' acts, errors or omissions in the conduct of the Named Insured's business. 7. EXPECTED OR INTENDED INJURY— EXCEPTION FOR REASONABLE FORCE Under COVERAGES, Coverage A — Bodily Injury And Property Damage Liability, the paragraph entitled Exclusions is amended to delete the exclusion entitled Expected or Intended Injury and replace it with the following: This insurance does not apply to: Expected or Intended Injury Bodily injury or property damage expected or intended from the standpoint of the Insured. This exclusion does not apply to bodily injury or property damage resulting from the use of reasonable force to protect persons or property. 8. IN REM ACTIONS A quasi in rem action against any vessel owned or operated by or for the Named Insured, or chartered by or for the Named Insured, will be treated in the same manner as though the action were in personam against the Named Insured. 9. INCIDENTAL HEALTH CARE MALPRACTICE COVERAGE Solely with respect to bodily injury that arises out of a health care incident: A. Under COVERAGES, Coverage A — Bodily Injury And Property Damage Liability, the Insuring Agreement is amended to replace Paragraphs 1.b.(1) and 1.b.(2) with the following: b. This insurance applies to bodily injury provided that the professional health care services are incidental to the Named Insured's primary business purpose, and only if: (1) such bodily injury is caused by an occurrence that takes place in the coverage territory. (2) the bodily injury first occurs during the policy period. All bodily injury arising from an occurrence will be deemed to have occurred at the time of the first act, error, or omission that is part of the occurrence; and B. Under COVERAGES, Coverage A — Bodily Injury And Property Damage Liability, the paragraph entitled Exclusions is amended to: L add the following to the Employers Liability exclusion: This exclusion applies only if the bodily injury arising from a health care incident is covered by other liability insurance available to the Insured (or which would have been available but for exhaustion of its limits). ii. delete the exclusion entitled Contractual Liability and replace it with the following: This insurance does not apply to: UNA/4612XX (1-15) Page 7 of 14 The Continental Insurance Co. Insured Name: HAGERTY CONSULTING, INC. Policy No: 6023741069 Copynght CNA All Rights Reserved. Includes copyrighted material of Insurance Services Office, Inc., with its pennission. CNA CNA PARAMOUNT Technology General Liability Extension Endorsement Contractual Liability the Insured's actual or alleged liability under any oral or written contract or agreement, including but not limited to express warranties or guarantees. iii. add the following additional exclusions. This insurance does not apply to: Discrimination any actual or alleged discrimination, humiliation or harassment, that includes but shall not be limited to claims based on an individual's race, creed, color, age, gender, national origin, religion, disability, marital status or sexual orientation. Dishonesty or Crime Any actual or alleged dishonest, criminal or malicious act, error or omission. Medicare/Medicaid Fraud any actual or alleged violation of law with respect to Medicare, Medicaid, Tricare or any similar federal, state or local governmental program. Services Excluded by Endorsement Any health care incident for which coverage is excluded by endorsement. C. DEFINITIONS is amended to: I. add the following definitions: Health care incident means an act, error or omission by the Named Insured's employees or volunteer workers in the rendering of: a. professional health care services on behalf of the Named Insured or b. Good Samaritan services rendered in an emergency and for which no payment is demanded or received. Professional health care services means any health care services or the related furnishing of food, beverages, medical supplies or appliances by the following providers in their capacity as such but solely to the extent they are duly licensed as required: a. Physician; b. Nurse; c. Nurse practitioner; d. Emergency medical technician; e. Paramedic; f. Dentist; g. Physical therapist; h. Psychologist; i. Speech therapist; j. Other allied health professional; or Professional health care services does not include any services rendered in connection with human clinical trials or product testing. CNA74872XX (1-15) Policy No: 6023741069 Page 8 of 14 The Continental Insurance Co. Insured Name: HAGERTY CONSULTING, INC. Copyright CNA All Rights Reserved. Includes copyrighted material of Insurance services Office, Inc., with its permission. CNA CNA PARAMOUNT Technology General Liability Extension Endorsement ii. delete the definition of occurrence and replace it with the following: Occurrence means a health care incident. All acts, errors or omissions that are logically connected by any common fact, circumstance, situation, transaction, event, advice or decision will be considered to constitute a single occurrence; iii. amend the definition of Insured to: a. add the following: the Named Insured's employees are Insureds with respect to: (1) bodily injury to a co -employee while in the course of the co -employee's employment by the Named Insured or while performing duties related to the conduct of the Named Insured's business; and (2) bodily injury to a volunteer worker while performing duties related to the conduct of the Named Insured's business; when such bodily injury arises out of a health care incident. the Named Insured's volunteer workers are Insureds with respect to: (1) bodily injury to a co -volunteer worker while performing duties related to the conduct of the Named Insured's business; and (2) bodily injury to an employee while in the course of the employee's employment by the Named Insured or while performing duties related to the conduct of the Named Insured's business; when such bodily injury arises out of a health care incident. b. delete Subparagraphs (a), (b), (c) and (d) of Paragraph 2.a.(1) of WHO IS AN INSURED. c. add the following: Insured does not include any physician while acting in his or her capacity as such. D. The Other Insurance condition is amended to delete Paragraph b.(1) in its entirety and replace it with the following: Otherinsurance b. Excess Insurance (1) To the extent this insurance applies, it is excess over any other insurance, self insurance or risk transfer instrument, whether primary, excess, contingent or on any other basis, except for insurance purchased specifically by the Named Insured to be excess of this coverage. 10. JOINT VENTURES / PARTNERSHIP / LIMITED LIABILITY COMPANIES WHO IS AN INSURED is amended to delete its last paragraph and replace it with the following: No person or organization is an Insured with respect to: the conduct of any current or past partnership or joint venture that is not shown as a Named Insured in the Declarations; nor the conduct of a current or past limited liability company in which a Named Insured's interest does/did not rise to the level of management control; except that if the Named Insured was a joint venturer, partner, or member of such a limited liability company, and such joint venture, partnership or limited liability company terminated prior to or during the policy period, then such CNA74872XX(1-15) Page 9 of 14 The Continental Insurance Co. Insured Name: HAGERTY CONSULTING, INC. Policy No: 6023741069 Copydght CNA All Rights Reserved. Includes copyrighted matenat of Insurance Services Once, Inc., with its permission. CNA CNA PARAMOUNT Technology General Liability Extension Endorsement Named Insured is an Insured with respect to its interest in such joint venture, partnership or limited liability company but only to the extent that: a. any offense giving rise to personal and advertising injury occurred prior to such termination date, and the personal and advertising injury arising out of such offense, first occurred after such termination date; b. the bodily injury or property damage first occurred after such termination date; and c. there is no other valid and collectible insurance purchased specifically to insure the partnership, joint venture or limited liability company. 11. LEGAL LIABILITY — DAMAGE TO PREMISES A. Under COVERAGES, Coverage A — Bodily Injury and Property Damage Liability, the paragraph entitled Exclusions is amended to delete the first paragraph immediately following subparagraph (6) of the Damage to Property exclusion and replace it with the following: Paragraphs (1), (3) and (4) of this exclusion do not apply to property damage (other than damage by fire, lightning, explosion, smoke or leakage from automatic fire protective systems) to premises rented to the Named Insured or temporarily occupied by the Named Insured with the permission of the owner, nor to the contents of premises rented to the Named Insured 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 LIMITS OF INSURANCE. B. Under COVERAGES, Coverage A — Bodily Injury and Property Damage Liability, the paragraph entitled Exclusions is amended to delete its last paragraph and replace it with the following: Exclusions c. through n. do not apply to damage by fire, lightning, explosion, smoke or leakage from automatic fire protective systems to premises while rented to a Named Insured or temporarily occupied by a Named Insured with permission of the owner, nor to damage to the contents of premises rented to a Named Insured for a period of 7 or fewer consecutive days. A separate limit of insurance applies to this coverage as described in the LIMITS OF INSURANCE Section. C. LIMITS OF INSURANCE is amended to delete Paragraph 6. (the Damage To Premises Rented To You Limit) and replace it with the following: 6. Subject to Paragraph 5. above, (the Each Occurrence Limit), the Damage To Premises Rented To You Limit is the most the Insurer will pay under COVERAGE A for damages because of property damage to: a. any one premises while rented to a Named Insured or temporarily occupied by a Named Insured with the permission of the owner; and b. contents of such premises if the premises is rented to the Named Insured for a period of 7 or fewer consecutive days. The Damage To Premises Rented To You Limit is $500,000. unless a higher Damage to Premises Rented to You Limit is shown in the Declarations. D. The Other Insurance Condition is amended to delete Paragraph b.(1)(a)(ii), and replace it with the following: (ii) That is property insurance for premises rented to a Named Insured, for premises temporarily occupied by the Named Insured with the permission of the owner; or for personal property of others in the Named Insured's care, custody or control; E. This Provision 11. does not apply if liability for damage to premises rented to a Named Insured is excluded by another endorsement attached to this Coverage Part. GNA74872XX (1-15) 6023741069 Page 10 of 14 The Continental Insurance Co. Insured Name: HAGERTY CONSULTING, INC. Copyright CNA All Rights Reserved. Includes copyrighted material of Insurance Services Office, Inc., with its permission. CNA CNA PARAMOUNT Technology General Liability Extension Endorsement 12. MEDICAL PAYMENTS A. LIMITS OF INSURANCE is amended to delete Paragraph 7. (the Medical Expense Limit) and replace it with the following: 7. Subject to Paragraph 5. above (the Each Occurrence Limit), the Medical Expense Limit is the most the Insurer will pay under Coverage C - Medical Payments for all medical expenses because of bodily injury sustained by any one person. The Medical Expense Limit is the greater of: (1) $15,000 unless a different amount is shown here: ; or (2) the amount shown in the Declarations for Medical Expense Limit. B. Under COVERAGES, the Insuring Agreement of Coverage C - Medical Payments is amended to replace Paragraph 1.a.(3)(b) with the following: (b) The expenses are incurred and reported to the Insurer within three years of the date of the accident; and 13. NON -OWNED AIRCRAFT Under COVERAGES, Coverage A - Bodily Injury and Property Damage Liability, the paragraph entitled Exclusions is amended as follows: The exclusion entitled Aircraft, Auto or Watercraft is amended to add the following: This exclusion does not apply to an aircraft not owned by any Named Insured, provided that: the pilot in command holds a currently effective certificate issued by the duly constituted authority of the United States of America or Canada, designating that person as a commercial or airline transport pilot; 2. the aircraft is rented with a trained, paid crew to the Named Insured; and 3. the aircraft is not being used to carry persons or property for a charge. 14. NON -OWNED WATERCRAFT Under COVERAGES, Coverage A - Bodily Injury and Property Damage Liability, the paragraph entitled Exclusions is amended to delete subparagraph (2) of the exclusion entitled Aircraft, Auto or Watercraft, and replace it with the following. This exclusion does not apply to: (2) a watercraft that is not owned by any Named Insured, provided the watercraft is: g (a) less than 75 feet long; and g (b) not being used to carry persons or property for a charge. 15. PERSONAL AND ADVERTISING INJURY -DISCRIMINATION OR HUMILIATION A. Under DEFINITIONS, the definition of personal and advertising injury is amended to add the following tort: Discrimination or humiliation that results in injury to the feelings or reputation of a natural person. B. Under COVERAGES, Coverage B - Personal and Advertising Injury Liability, the paragraph entitled Exclusions is amended to: 1. delete the Exclusion entitled Knowing Violation Of Rights Of Another and replace it with the following: This insurance does not apply to: UNAMMYX (1-15) Policy No: 6023741069 Page 11 of 14 The Continental Insurance Co. Insured Name: HAGERTY CONSULTING, INC. copyright CNA All Rights Reserved. Includes copyrighted material of Insurance services Office, Inc., with its pennission. CNA CNA PARAMOUNT Technology General Liability Extension Endorsement 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. This exclusion shall not apply to discrimination or humiliation that results in injury to the feelings or reputation of a natural person, but only if such discrimination or humiliation is not done intentionally by or at the direction of: (a) the Named Insured; or (b) any executive officer, director, stockholder, partner, member or manager (if the Named Insured is a limited liability company) of the Named Insured. 2. add the following exclusions: This insurance does not apply to: Employment Related Discrimination Discrimination or humiliation directly or indirectly related to the employment, prospective employment, past employment or termination of employment of any person by any Insured. Premises Related Discrimination discrimination or humiliation arising out of the sale, rental, lease or sub -lease or prospective sale, rental, lease or sub -lease of any room, dwelling or premises by or at the direction of any Insured. Notwithstanding the above, there is no coverage for fines or penalties levied or imposed by a governmental entity because of discrimination. The coverage provided by this PERSONAL AND ADVERTISING INJURY —DISCRIMINATION OR HUMILIATION Provision does not apply to any person or organization whose status as an Insured derives solely from Provision 1. ADDITIONAL INSURED of this endorsement; or attachment of an additional insured endorsement to this Coverage Part. 16. PERSONAL AND ADVERTISING INJURY - LIMITED CONTRACTUAL LIABILITY A. Under COVERAGES, Coverage B —Personal and Advertising Injury Liability, the paragraph entitled Exclusions is amended to delete the exclusion entitled Contractual Liability and replace it with the following: This insurance does not apply to: Contractual Liability Personal and advertising injury for which the Insured has assumed liability in a contract or agreement. This exclusion does not apply to liability for damages: (1) that the Insured would have in the absence of the contract or agreement; or (2) assumed in a contract or agreement that is an insured contract provided the offense that caused such personal or advertising injury first occurred subsequent to the execution of such insured contract. Solely for the purpose of liability assumed in an insured contract, reasonable attorney fees and necessary litigation expenses incurred by or for a party other than an Insured are deemed to be damages because of personal and advertising injury provided: (a) liability to such party for, or for the cost of, that parry's defense has also been assumed in such insured contract; and (b) such attorney fees and litigation expenses are for defense of such party against a civil or alternative dispute resolution proceeding in which covered damages are alleged. GNA14672XX (1-15) Page 12 of 14 The Continental Insurance Co. Insured Name: HAGERTY CONSULTING, INC. Policy No: 6023741069 copyright CNA All Rights Reserved. Includes copyrighted material of Insurance Services Office, Inc., with its permission. CNA CNA PARAMOUNT Technology General Liability Extension Endorsement B. Solely for the purpose of the coverage provided by this paragraph, DEFINITIONS is amended to delete the definition of insured contract in its entirety, and replace it with the following: Insured contract means that part of a written contract or written agreement pertaining to the Named Insured's business under which the Named Insured assumes the tort liability of another party to pay for personal or advertising injury arising out of the offense of false arrest, detention or imprisonment. Tort liability means a liability that would be imposed by law in the absence of any contract or agreement. C. Solely for the purpose of the coverage provided by this paragraph, the following changes are made to the Section entitled SUPPLEMENTARY PAYMENTS — COVERAGES A AND B: 1. Paragraph 2.d. is replaced by the following: d. The allegations in the suit and the information the Insurer knows about the offense alleged in such suit are such that no conflict appears to exist between the interests of the Insured and the interests of the indemnitee; 2. The first unnumbered paragraph beneath Paragraph 2.f.(2)(b) is deleted and replaced by the following So long as the above conditions are met, attorneys fees incurred by the Insurer in the defense of that indemnitee, necessary litigation expenses incurred by the Insurer, and necessary litigation expenses incurred by the indemnitee at the Insurer's request will be paid as defense costs. Notwithstanding the provisions of Paragraph e.(2) of the Contractual Liability exclusion (as amended by this Endorsement), such payments will not be deemed to be damages for personal and advertising injury and will not reduce the limits of insurance. D. This PERSONAL AND ADVERTISING INJURY- LIMITED CONTRACTUAL LIABILITY Provision does not apply if Coverage B —Personal and Advertising Injury Liability is excluded by another endorsement attached to this Coverage Part. 17. PROPERTY DAMAGE —ELEVATORS A. Under COVERAGES, Coverage A — Bodily Injury and Property Damage Liability, the paragraph entitled Exclusions is amended such that the Damage to Your Product Exclusion and subparagraphs (3), (4) and (6) of the Damage to Property Exclusion do not apply to property damage that results from the use of elevators. B. Solely for the purpose of the coverage provided by this PROPERTY DAMAGE — ELEVATORS Provision, the Other Insurance conditions is amended to add the following paragraph: This insurance is excess over any of the other insurance, whether primary, excess, contingent or on any other sbasis that is Property insurance covering property of others damaged from the use of elevators. 18. SUPPLEMENTARY PAYMENTS 's The section entitled SUPPLEMENTARY PAYMENTS — COVERAGES A AND B is amended as follows: A. Paragraph 1.b. is amended to delete the $250 limit shown for the cost of bail bonds and replace it with a $5,000. limit; and B. Paragraph 1.d. is amended to delete the limit of $250 shown for daily loss of earnings and replace it with a $1,000. limit. 19. PROPERTY DAMAGE - PATTERNS MOLDS AND DIES Under COVERAGES, Coverage A — Bodily Injury and Property Damage Liability, the paragraph entitled Exclusions is amended to delete subparagraphs (3) and (4) of the Exclusion entitled Damage to Property, but only with respect to patterns, molds or dies that are in the care, custody or control of the Insured, and only if such patterns, molds or dies are not being used to perform operations at the time of loss. A limit of insurance of $25,000 per policy period applies to this PROPERTY DAMAGE - PATTERNS MOLDS AND DIES coverage, and this limit: CNA74872XX (1-15) Policy No: 6023741069 Page 13 of 14 The Continental Insurance Co. Insured Name: HAGERTY CONSULTING, INC. Copydghl CNA All Rights Reserved. Includes copyrighted material of Insunence Services Office. Inc., with its permission. CNA CNA PARAMOUNT Technology General Liability Extension Endorsement A. is included within the General Aggregate Limit as described in LIMITS OF INSURANCE; and B. applies excess over any valid and collectible property insurance available to the Insured, including any deductible applicable to such insurance; the Other Insurance condition is changed accordingly. 20. UNINTENTIONAL FAILURE TO DISCLOSE HAZARDS If the Named Insured unintentionally fails to disclose all existing hazards at the inception date of the Named Insured's Coverage Part, the Insurer will not deny coverage under this Coverage Part because of such failure. 21. WAIVER OF SUBROGATION - BLANKET Under CONDITIONS, the condition entitled Transfer Of Rights Of Recovery Against Others To Us is amended to add the following: The Insurer waives any right of recovery the Insurer may have against any person or organization because of payments the Insurer makes for injury or damage arising out of: 1. the Named Insured's ongoing operations; or 2. your work included in the products -completed operations hazard. However, this waiver applies only when the Named Insured has agreed in writing to waive such rights of recovery in a written contract or written agreement, and only if such contract or agreement: 1. is in effect or becomes effective during the term of this Coverage Part; and 2. was executed prior to the bodily injury, property damage or personal and advertising injury giving rise to the claim. All other terms and conditions of the Policy remain unchanged. This endorsement, which forms a part of and is for attachment to the Policy issued by the designated Insurers, takes effect on the effective date of said Policy at the hour stated in said Policy, unless another effective date is shown below, and expires concurrently with said Policy. CNA74872XX (1-15) Page 14 of 14 The Continental Insurance Co. Insured Name: HAGERTY CONSULTING, INC. Policy No: 6023741069 Copynght CNA All Rights Reserved. Includes copyrighted material of Insurence Services Office, Inc., with its permission.