HomeMy Public PortalAboutC-20-021 - Boucher Law, Workplace Investigative Legal ServicesAGREEMENT FOR LEGAL SERVICES
BETWEEN THE CITY OF CARSON AND
BOUCHER LAW
THIS AGREEMENT FOR LEGAL SERVICES (herein "Agreement") is made and entered
into this I OTH day of February, 2020 by and between the CITY OF CARSON, a California Charter
V municipal corporation ("City") and BOUCHER LAW, a Sole Proprietorship ("Consultant"). City
and Consultant are sometimes hereinafter individually referred to as "Party" and hereinafter
(� collectively referred to as the "Parties."
vNOW, THEREFORE, the parties hereto agree as follows:
v 1. SERVICES OF CONSULTANT
1.1 Scol2e of Services. In compliance with all of the terms and conditions of this
Agreement, the Consultant shall perform the work or services set forth in the "Scope of Services"
attached hereto as Exhibit "A" and incorporated herein by reference. Consultant warrants that it has
the experience, licensure and ability to perform all work and services required hereunder and that it
shall diligently perform such work and services in a professional and satisfactory manner.
1.2 Compliance With Law. All work and services rendered hereunder shall be
provided in accordance with all ordinances, resolutions, statutes, rules, and regulations of the City
and any Federal, State or local governmental agency of competent jurisdiction.
I.3 Licenses. Permits. Fees and Assessments. Consultant shall obtain at its sole
cost and expense such licenses, permits, and approvals as may be required by law for the
performance of the services required by the Agreement.
1.4 Special Requirements. Additional terms and conditions of this Agreement, if
any, which are made a part hereof are set forth in the "Special Requirements" attached hereto as
Exhibit "B" and incorporated herein by this reference. In the event of a conflict between the
provisions of Exhibit "B" and any other provisions of this Agreement, the provisions of Exhibit "B"
shall govern.
2. COMPENSATION
2.1 Contract Sun. For the services rendered pursuant to this Agreement,
Consultant shall be compensated in accordance with the "Schedule of Compensation" attached
hereto as Exhibit "C" and incorporated herein by this reference, but not exceeding the maximum
contract amount of Twenty -Four Thousand Nine -Hundred Ninety -Nine dollars ($24,999) ("Contract
Sum").
2.2 Invoices. Each month Consultant shall furnish to City an original invoice for
all work performed and expenses incurred during the preceding month in a form approved by City's
Director of Finance. By submitting an invoice for payment under this Agreement, Consultant is
certifying compliance with all provisions of the Agreement. The invoice shall detail charges for all
necessary and actual expenses by the following categories: labor (by sub -category), travel, materials,
equipment, supplies, and subcontractor contracts. Subcontractor charges shall also be detailed by
01007 00041630428.1 -1-
such categories. Consultant shall not invoice City for any duplicate services performed by more than
one person.
City shall independently review each invoice submitted by the Consultant to determine
whether the work performed and expenses incurred are in compliance with the provisions of this
Agreement. Except as to any charges for work performed or expenses incurred by Consultant which
are disputed by City, City will use its best efforts to cause Consultant to be paid within sixty (60)
days of receipt of Consultant's correct and undisputed invoice; however, Consultant acknowledges
and agrees that due to City warrant run procedures, the City cannot guarantee that payment will
occur within this time period. In the event any charges or expenses are disputed by City, the original
invoice shall be returned by City to Consultant for correction and resubmission. Review and
payment by the City of any invoice provided by the Consultant steal I not constitute a waiver of any
rights or remedies provided herein or any applicable law.
2.3 Additional Services. City shall have the right at any time during the
performance of the services, without invalidating this Agreement, to order extra work beyond that
specified in the Scope of Services or make changes by altering, adding to or deducting from said
work. No such extra work may be undertaken unless a written order is first given by the Contract
Officer to the Consultant, incorporating therein any adjustment in (i) the Contract Sum for the actual
cost of the extra work, and/or (ii) the time to perform this Agreement, which said adjustments are
subject to the written approval of the Consultant. Any increase in compensation of up to ten percent
(10%) of the Contract Sum but not exceeding a total contract amount of Five Thousand Dollars
($5,000) or in the time to perform of up to ninety (90) days may be approved by the Contract
Officer. Any greater increases, taken either separately orcumulatively, must be approved by the City
Council. No claim for an increase in the Contract Sum or time for performance shall be valid unless
the procedures established in this Section are followed.
3. PERFORMANCE SCHEDULE
3.1 Time of Essence. Time is of the essence in the performance of this
Agreement.
3.2 Schedule of Performance. Consultant shall commence the services pursuant to
this Agreement upon receipt of a written notice to proceed and shall perform all services within the
time period(s) established in the "Schedule of Performance" attached hereto as Exhibit "D" and
incorporated herein by this reference. When requested by the Consultant, extensions to the time
period(s) specified in the Schedule of Performance may be approved in writing by the Contract
Officer but not exceeding thirty (30) days cumulatively.
3.3 Force Majeure. The time period(s) specified in the Schedule of Performance
for performance of the services rendered pursuant to this Agreement shall be extended because of
any delays due to unforeseeable causes beyond the control and without the fault or negligence of the
Consultant, including, but not restricted to, acts of God or of the public enemy, unusually severe
weather, fires, earthquakes, floods, epidemics, quarantine restrictions, riots, strikes, freight
embargoes, wars, litigation, and/or acts of any governmental agency, including the City, if the
Consultant shall within ten (10) days of the commencement of such delay notify the Contract Officer
in writing of the causes of the delay. The Contract Officer shal I ascertain the facts and the extent of
01007 00041630428. I -2-
delay, and extend the time for performing the services for the period of the enforced delay when and
if in the judgment of the Contract Officer such delay is justified. The Contract Officer's
determination shall be final and conclusive upon the parties to this Agreement. In no event shall
Consultant be entitled to recover damages against the City for any delay in the performance of this
Agreement, however caused, Consultant's sole remedy being extension of the Agreement pursuant
to this Section.
3.4 Term. Unless earlier terminated in accordance with Article 7 of this
Agreement, this Agreement shal I continue in full force and effect until completion of the services but
not exceeding one (1) year from the date hereof, except as otherwise provided in the Schedule of
Performance (Exhibit "1311).
4. COORDINATION OF WORK
4.1 Representative of Consultant. Atty. Christopher Boucher, a licensed California
attorney, is hereby designated as being the representative of Consultant authorized to act on its
behalf with respect to the work and services specified herein and make all decisions in connection
therewith. All personnel of Consultant and any authorized agents shall be under the exclusive
direction of the representative of Consultant. Consultant shall utilize only competent personnel to
perform services pursuant to this Agreement. Consultant shall make every reasonable effort to
maintain the stability and continuity of Consultant's staff and subcontractors, and shall keep City
informed of any changes.
4.2 Contract Officer. Faye Moseley, Director of Human Resources & Risk
Management, or such other person as may be designated by the City Manager, is hereby designated
as being the representative the City authorized to act in its behalf with respect to the work and
services specified herein and to make all decisions in connection therewith ("Contract Officer").
4.3 Prohibition Against Subcontracting or Assi nment. Consultant shall not
contract with any entity to perform in whole or in part the work or services required hereunder
without the express written approval of the City. Neither this Agreement nor any interest herein may
be assigned or transferred, voluntarily or by operation of law, without the prior written approval of
City. Any such prohibited assignment or transfer shall be void.
4.4 Independent Consultant. Neither the City nor any of its employees shall have
any control over the manner, mode or means by which Consultant, its agents or employees, perform
the services required herein, except as otherwise set forth. Consultant shall perform all services
required herein as an independent contractorof City with only such obligations as are consistent with
that role. Consultant shall not at any time or in any manner represent that it or any of its agents or
employees are agents or employees of City, or that it is a member of a joint enterprise with City.
5. INSURANCE AND INDEMNIFICATION
5.1 Insurance Coverages. The Consultant shall procure and maintain, at its sole
cost and expense, in a form and content satisfactory to City, during the entire term of this Agreement
including any extension thereof, the following policies of insurance which shall coverall elected and
appointed officers, employees and agents of City:
01007.00N/630428 1 -3-
(a) Commercial General Liabili Insurance Occurrence Form CGOOOI or
equivalent). A policy of comprehensive general liability insurance written on a per occurrence basis
for bodily injury, personal injury and property damage. The policy of insurance shall be in an
amount not less than $1,000,000.00 per occurrence or if a general aggregate limit is used, either the
general aggregate limit shall apply separately to this contract/location, or the general aggregate limit
shall be twice the occurrence limit.
(b) Worker's Compensation Insurance. A policy of worker's
compensation insurance in such amount as will fully comply with the laws of the State of California
and which shall indemnify, insure and provide legal defense for the Consultant against any loss,
claim or damage arising from any injuries or occupational diseases occurring to any worker
employed by or any persons retained by the Consultant in the course of carrying out the work or
services contemplated in this Agreement.
(c) Automotive Insurance (Form CA 0001 (Ed 1/87) including "any auto"
and endorsement CA 0025 or equivalent). A policy of comprehensive automobile liability insurance
written on a per occurrence for bodily injury and property damage in an amount not less than either
(i) bodily injury liability limits of $100,000 per person and $300,000 per occurrence and property
damage liability limits of $150,000 per occurrence or (ii) combined single limit liability of
$1,000,000. Said policy shall include coverage for owned, non -owned, leased, hired cars, and any
other automobile.
(d) Professional Liability. Professional liability insurance appropriate to
the Consultant's profession. This coverage may be written on a "claims made" basis, and must
include coverage for contractual liability. The professional liability insurance required by this
Agreement must be endorsed to be applicable to claims based upon, arising out of or related to
services performed under this Agreement. The insurance must be maintained for at least 5
consecutive years following the completion of Consultant's services or the termination of this
Agreement. During this additional 5 -year period, Consultant shall annually and upon request of the
City submit written evidence of this continuous coverage.
(e) Additional Insurance. Policies of such other insurance, as may be
required in the Special Requirements in Exhibit "B".
(f) Subcontractors. Consultant shall include all subcontractors as insureds
under its policies or shall furnish separate certificates and certified endorsements for each
subcontractor. All coverages for subcontractors shall be subject to all of the requirements stated
herein.
5.2 General Insurance Requirements.
All of the above policies of insurance shall be primary insurance and steal I name the City, its
elected and appointed officers, employees and agents as additional insureds and any insurance
maintained by City or its officers, employees or agents may apply in excess of, and not contribute
with Consultant's insurance. The insurer is deemed hereof to waive all rights of subrogation and
contribution it may have against the City, its officers, employees and agents and their respective
insurers. The insurance policy must specify that where the primary insured does not satisfy the self -
01007 0004/630428.1 -4-
insured retention, any additional insured may satisfy the self-insured retention. All of said policies of
insurance shall provide that said insurance may not be amended or cancelled by the insurer or any
party hereto without providing thirty (30) days prior written notice by certified mail return receipt
requested to the City. In the event any of said policies of insurance are cancelled, the Consultant
shall, prior to the cancellation date, submit new evidence of insurance in conformance with this
Section 5.1 to the Contract Officer. No work or services under this Agreement shall commence until
the Consultant has provided the City with Certificates of Insurance, additional insured endorsement
forms or appropriate insurance binders evidencing the above insurance coverages and said
Certificates of Insurance or binders are approved by the City. City reserves the right to inspect
complete, certified copies of and endorsement to all required insurance policies at any time. Any
failure to comply with the reporting or other provisions of the policies including breaches or
warranties shall not affect coverage provided to City.
The insurance required by this Agreement shall be satisfactory only if issued by companies
qualified to do business in California, rated "A" or better in the most recent edition of Best Rating
Guide, The Key Rating Guide or in the Federal Register, and only if they are of financial category
Class VII or better, unless such requirements are waived by the City's Risk Manager or other
designee of the City due to unique circumstances.
5.3 Indemnification. To the full extent permitted by law, Consultant agrees to
indemnify, defend and hold harmless the City, its officers, employees and agents ("Indemnified
Parties") against, and will hold and save them and each of them harmless from, any and all actions,
either judicial, administrative, arbitration or regulatory claims, damages to persons or property,
losses, costs, penalties, obligations, errors, omissions or liabilities whether actual or threatened
(herein "claims or liabilities") that may be asserted or claimed by any person, firm or entity arising
out of or in connection with the negligent performance of the work, operations or activities provided
herein of Consultant, its officers, employees, agents, subcontractors, invitees, or any individual or
entity for which Consultant is legally liable ("indemnitors"), or arising from Consultant's or
indemnitors' reckless or willful misconduct, or arising from Consultant's or indemnitors' negligent
performance of or failure to perform any term, provision, covenant or condition of this Agreement,
except claims or liabilities occurring as a result of City's sole negligence or willful acts oromissions.
The indemnity obligation shall be binding on successors and assigns of Consultant and shall survive
termination of this Agreement.
6. RECORDS, REPORTS, AND RELEASE OF INFORMATION
6.1 Records. Consultant shall keep, and require subcontractors to keep, such
ledgers, books of accounts, invoices, vouchers, canceled checks, reports, studies or other documents
relating to the disbursements charged to City and services performed hereunder (the "books and
records"), as shall be necessary to perform the services required by this Agreement and enable the
Contract Officer to evaluate the performance of such services and shall keep such records for a
period of three years following completion of the services hereunder. The Contract Officer shall
have full and free access to such books and records at al I times during normal business hours of City,
including the right to inspect, copy, audit and make records and transcripts from such records.
01007 0000./630428 1 -5-
6.2 Reports, Consultant shall periodically prepare and submit to the Contract
Officer such reports concerning the performance of the services required by this Agreement or as the
Contract Officer shall require.
6.3 Confidentiality and Release of Information.
(a) All information gained or work product produced by Consultant in
performance of this Agreement shall be considered confidential, unless such information is in the
public domain or already known to Consultant. Consultant shall not release or disclose any such
information or work product to persons or entities other than the City without prior written
authorization from the Contract Officer.
(b) Consultant shall not, without prior written authorization from the
Contract Officer or unless requested by the City Attorney, voluntarily provide documents,
declarations, letters of support, testimony at depositions, response to interrogatories or other
information concerning the work performed under this Agreement. Response to a subpoena or court
order shall not be considered "voluntary" provided Consultant gives the City notice of such court
order or subpoena.
(c) If Consultant provides any information or work product in violation of
this Agreement, then the City shall have the right to reimbursement and indemnity from Consultant
for any damages, costs and fees, including attorney's fees, caused by or incurred as a result of
Consultant's conduct.
(d) Consultant shall promptly notify the City should Consultant be served
with any summons, complaint, subpoena, notice of deposition, request for documents,
interrogatories, request for admissions or other discovery request, court order or subpoena from any
party regarding this Agreement and the work performed thereunder. The City retains the right, but
has no obligation, to represent Consultant or be present at any deposition, hearing or similar
proceeding. Consultant agrees to cooperate fully with the City and to provide the City with the
opportunity to review any response to discovery requests provided by Consultant.
6.4 Ownership of Documents. All studies, surveys, data, notes, computer files,
reports, records, drawings, specifications, maps, designs, photographs, documents and other
materials (the "documents and materials") prepared by Consultant in the performance of this
Agreement shall be the property of the City and shall be delivered to the City upon request of the
Contract Officer or upon the termination of this Agreement, and Consultant shall have no claim for
further employment or additional compensation as a result of the exercise by the City of its full
rights of ownership use, reuse, or assignment of the documents and materials hereunder. Moreover,
Consultant with respect to any documents and materials that may qualify as "works made for hire"
as defined in 17 U.S.C. § 101, such documents and materials are hereby deemed "works made for
hire" for the City.
7. ENFORCEMENT OF AGREEMENT AND TERMINATION
7.1 California Law. This Agreement shall be interpreted, construed and governed
both as to validity and to performance of the parties in accordance with the laws of the State of
California. Legal actions concerning any dispute, claim or matter arising out of or in relation to this
01007.0004/630428 1 -6-
Agreement shall be instituted in the Superior Court of the County of Los Angeles State of California.
In the event of litigation in a U.S. District Court, venue shall lie exclusively in the Central District of
California, in the County of Los Angeles, State of California.
7.2 Disputes, Default. In the event that Consultant is in default under the terms of
this Agreement, the City shall not have any obligation or duty to continue compensating Consultant
for any work performed after the date of default. Instead, the City may give notice to Consultant of
the default and the reasons for the default. The notice shall include the timeframe in which
Consultant may cure the default. This timeframe is presumptively thirty (30) days, but may be
extended, if circumstances warrant. During the period of time that Consultant is in default, the City
shall hold all invoices and shall, when the default is cured, proceed with payment on the invoices. If
Consultant does not cure the default, the City may take necessary steps to terminate this Agreement
under this Article.
7.3 Legal Action. In addition to any other rights or remedies, either party may
take legal action, in law or in equity, to cure, correct or remedy any default, to recover damages for
any default, to compel specific performance of this Agreement, to obtain declaratory or injunctive
relief, or to obtain any other remedy consistent with the purposes of this Agreement.
Notwithstanding any contrary provision herein, Consultant shall file a statutory claim pursuant to
Government Code Sections 905 el seq. and 910 el seq., in order to pursue any legal action under this
Agreement.
Except with respect to rights and remedies expressly declared to be exclusive in this
Agreement, the rights and remedies of the parties are cumulative and the exercise by either party of
one or more of such rights or remedies shall not preclude the exercise by it, at the same or different
times, of any other rights or remedies for the same default or any other default by the other party.
7.4 Termination Prior to Expiration of Term. This Section shall govern any
termination of this Contract except as specifically provided in the following Section for termination
for cause. The City reserves the right to terminate this Contract at any time, with or without cause,
upon thirty (30) days' written notice to Consultant, except that where termination is due to the fault
of the Consultant, the period of notice may be such shorter time as may be determined by the
Contract Officer. In addition, the Consultant reserves the right to terminate this Contract at any time,
with or without cause, upon sixty (60) days' written notice to City, except that where termination is
due to the fault of the City, the period of notice may be such shorter time as the Consultant may
determine. Upon receipt of any notice of termination, Consultant shall immediately cease all services
hereunder except such as may be specifically approved by the Contract Officer. Except where the
Consultant has initiated termination, the Consultant shall be entitled to compensation for all services
rendered prior to the effective date of the notice of termination and for any services authorized by the
Contract Officer thereafter in accordance with the Schedule of Compensation or such as may be
approved by the Contract Officer. In the event the Consultant has initiated termination, the
Consultant shall be entitled to compensation only for the reasonable value of the work product
actually produced hereunder, but not exceeding the compensation provided therefore in the Schedule
of Compensation Exhibit "C". In the event of termination without cause pursuant to this Section, the
terminating party need not provide the non -terminating party with the opportunity to cure pursuant to
Section 7.2.
01007 0004/630428.1 .7.
7.5 Termination for Default of Consultant. If termination is due to the failure of
the Consultant to fulfill its obligations under this Agreement, City may, after compliance with the
provisions of Section 7.2, take over the work and prosecute the same to completion by contract or
otherwise, and the Consultant shall be liable to the extent that the total cost for completion of the
services required hereunder exceeds the compensation herein stipulated (provided that the City shall
use reasonable efforts to mitigate such damages), and City may withhold any payments to the
Consultant for the purpose of set-off or partial payment of the amounts owed the City as previously
stated.
8. MISCELLANEOUS
8.1 Covenant Against Discrimination. Consultant covenants that, by and for itself,
its heirs, executors, assigns and all persons claiming under or through them, that there shall be no
discrimination against or segregation of, any person or group of persons on account of race, color,
creed, religion, sex, gender, sexual orientation, marital status, national origin, ancestry, or other
protected class in the performance of this Agreement. Consultant shall take affirmative action to
ensure that applicants are employed and that employees are treated during employment without
regard to their race, color, creed, religion, sex, gender, sexual orientation, marital status, national
origin, ancestry, or other protected class.
8.2 Non -liability of City Officers and Employees. No officer or employee of the
City shall be personally liable to the Consultant, or any successor in interest, in the event of any
default or breach by the City or for any amount, which may become due to the Consultant or to its
successor, or for breach of any obligation of the terms of this Agreement.
8.3 Notice. Any notice, demand, request, document, consent, approval, or
communication either party desires or is required to give to the other party or any other person shall
be in writing and either served personally or sent by prepaid, first-class mail, in the case of the City,
to the City Manager and to the attention of the Contract Officer (with her/his name and City title),
City of Carson, 701 East Carson, Carson, California 90745 and in the case of the Consultant, to the
person(s) at the address designated on the execution page of this Agreement. Either party may
change its address by notifying the other party of the change of address in writing. Notice shall be
deemed communicated at the time personally delivered or in seventy-two (72) hours from the time of
mailing if mailed as provided in this Section.
8.4 Integration: Amendment. It is understood that there are no oral agreements
between the parties hereto affecting this Agreement and this Agreement supersedes and cancels any
and all previous negotiations, arrangements, agreements and understandings, if any, between the
parties, and none shall be used to interpret this Agreement. This Agreement may be amended at any
time by the mutual consent of the parties by an instrument in writing.
8.5 Severability. In the event that part of this Agreement shall be declared invalid
or unenforceable by a valid judgment or decree of court of competent jurisdiction, such invalidity
or unenforceability shall not affect any of the remaining portions of this Agreement which are hereby
declared as severable and shall be interpreted to carry out the intent of the parties hereunder unless
the invalid provision is so material that its invalidity deprives either party of the basic benefit of their
bargain or renders this Agreement meaningless.
0 1 007.MM/630428 1 -8-
8.6 Waiver. No delay or omission in the exercise of any right or remedy by non -
defaulting party on any default shall impair such right or remedy or be construed as a waiver. A
party's consent to or approval of any act by the other party requiring the party's consent or approval
shall not be deemed to waive or render unnecessary the other party's consent to or approval of any
subsequent act. Any waiver by either party of any default must be in writing and shall not be a
waiver of any other default concerning the same or any other provision of this Agreement.
8.7 Attorneys' Fees. If either party to this Agreement is required to initiate or
defend or made a party to any action or proceeding in any way connected with this Agreement, the
prevailing party in such action or proceeding, in addition to any other relief which any be granted,
whether legal or equitable, shall be entitled to reasonable attorney's fees, whether or not the matter
proceeds to judgment.
8.8 Interpretation.
The terms of this Agreement shall be construed in accordance with the meaning of the
language used and shall not be construed for or against either party by reason of the authorship of
this Agreement or any other rule of construction which might otherwise apply.
8.9 Counterparts.
This Agreement may be executed in counterparts, each of which shall be deemed to be an
original, and such counterparts shall constitute one and the same instrument.
8.10 'Warranty & Representation of Non -Collusion. No official, officer, or
employee of City has any financial interest, direct or indirect, in this Agreement, nor shall any
official, officer, or employee of City participate in any decision relating to this Agreement which
may affect Itis/her financial interest or the financial interest of any corporation, partnership, or
association in which (s)he is directly or indirectly interested, or in violation of any corporation,
partnership, or association in which (s)he is directly or indirectly interested, or in violation of any
State or municipal statute or regulation. The determination of"financial interest" shall be consistent
with State law and shall not include interests found to be "remote" or "non interests" pursuant to
Government Code Sections 1091 or 1091.5. Consultant warrants and represents that it has not paid
or given, and will not pay or give, to any third party including, but not limited to, any City official,
officer, or employee, any money, consideration, or other thing of value as a result or consequence of
obtaining or being awarded any agreement. Consultant further warrants and represents that (s)he/it
has not engaged in any act(s), omission(s), or other conduct or collusion that would result in the
payment of any money, consideration, or other thing of value to any third party including, but not
limited to, any City official, officer, or employee, as a result of consequence of obtaining or being
awarded any agreement. Consultant is aware of and understands that any such act(s), omission(s) or
other conduct resulting in such payment of money, consideration, or other thing of value will render
this Agreement void and of no force or effect.
Consultant's Authorized Initials
8. I 1 Corporate Authority, The persons executing this Agreement on behalf of the
parties hereto warrant that (i) such parry is duly organized and existing, (ii) they are duly authorized
to execute and deliver this Agreement on behalf of said party, (iii) by so executing this Agreement,
01007.00041630428 1 -9-
such party is formally bound to the provisions of this Agreement, and (iv) the entering into this
Agreement does not violate any provision of any other Agreement to which said party is bound. This
Agreement shall be binding upon the heirs, executors, administrators, successors and assigns of the
parties.
IN WITNESS WHEREOF, the parties hereto have executed this Agreement on the date and year
first -above written.
uonesla clause-Aldana, City Clerk
APP VE S TO FORM:,Ef
SHIR �YNDER, LLP
Atto
CITY:
CONSULTANT:
BOUCHER LAW, a Sole Proprietorship
c
By:
Name: Christopher Boucher
Title: Attorney
Two corporate officer signatures required when Consultant is a corporation, with one
signature required from each of the following groups: 1) Chairman of the Board, President or
any Vice President; and 2) Secretary, any Assistant Secretary, Chief Financial Officer or any
Assistant Treasurer. CONSULTANT'S SIGNATURES SHALL BE DULY NOTARIZED,
AND APPROPRIATE ATTESTATIONS SHALL BE INCLUDED AS MAY BE REQUIRED
BY THE BYLAWS, ARTICLES OF INCORPORATION, OR OTHER RULES OR
REGULATIONS APPLICABLE TO CONSULTANT'S BUSINESS ENTITY.
01007.00041630428 1 - I ()-
CALIFORNIA ALL-PURPOSE ACKNOWLEDGMENT
A notary public or other officer completing this cotficate verifies only the identity of the individual who sgped
the document to which tbis urate m attached, and not the traffifidnesq, accuracy oarvahihty of drat document.
STATE OF CALIFORNIA
COUNTY OF LOS ANGELES
On .2420 before me, ply appeared . Pmt to me on
the basis of satis$ctosy evidence to be flee whose names(s) isfare subscribed to the wi6m imtrsm int and
ada�owledged to me that helsheftieey the same in hislhemftheir mtba�ed capacityCies), and that by
hivIeddeir Vis) an the floe person(s), or the entity upon behalf of which the pEassoo(s) acted,
executed flee instrument
I certify under PENALTY PERJURY tinder the laws of the State of Calif smia that the foregoing pmagiaph as
true and camect
J11I11114II1I1r1ININN 111I111515IIIITIL
WTINB$S m and official seal _ MAURA EUZABEiH E5CALANTE
COMM. #2205177
Si `�E� i�}TT C4 C 4 I�JO-�L ALAMEDACOUNTY
I
- M Cplixrtkllan1W115r20R1 F
�Iuun�nlrrunl uuunnruuuF
OPTIONAL
Tbough the data below is not requaad by law, it may prove valuable to persons relying on the document and could
prevent fiandalent reattach Of this form.
CAPACITY CIAE MM BY SIGNER
❑
INDIVIDUAL
❑
CORPORATE OFERM
TTIZE(S)
❑
PARTNER(S) ❑ LINU D
❑ GENERAT.
❑
ATTORNEY -IN FACT
❑
TRUSTEE(S)
❑
GUARDIAN/CONSERVATOR
❑
OTMM
SIGNER IS REPRESENTING:
{NAME OF PERSON(S) OR ENTTTY(IES))
01047.00041630428 1
DESCRIPTION OF ATTACHED DOCUMENT
MT -E OR TYPE OF DOCUMENT
NUMBER OF PAGES
SIGNER(S) OTHER THAN NAMED ABOVE
ACKNOWLEDGMENT
A notary public or other officer completing this
certificate verifies only the identity of the individual
who signed the document to which this certificate is
attached, and not the truthfulness, accuracy, or
validity of that document.
State of California
County of _ Prt'ki V1 ei) )
On�p�i �� , 2[u) before me, Maura Elizabeth Escalante, Notary Public
(insert name and title of the officer)
personally appeared TTj 12 it 99 Pprio r iAo2- ,
who proved to me on the basis of satisfactory evidence to be the personjA whose nameM islare-
subscribed to the within instrument and acknowledged to me that helsfaeAbey-executed the same in
his/heOthreir authorized capacityDea�, and that by hislk�signatures) on the instrument the
personal, or the entity upon behalf of which the personWacted, executed the instrument.
I certify under PENALTY OF PERJURY under the laws of the State of California that the foregoing
paragraph is true and correct.
.Ii{1{111111111111111111111111611111111.
MAURA EUZABETH ESCALANTE
WITNESS my hand and official seal t-�.. COMM. #z 177
U ;1. MOTARY PUBLIC - CAUFORNIA O V = ALAMEpACOUNiY =
"!!tll:77iQ7l: Z/!ltlx11res f10fr11f121
11IIf111ft
Signature
(Seal)
EXHIBIT "A"
SCOPE OF SERVICES
I. Consultant will perform the specified Workplace Investigation services described in this
Scope of Services. This Agreement confirms that the Consultant is selected to provide such
services on two project -specific Task Orders.
II. Consultant's Workplace Investigative services will include, and are limited to, the following
Public Works Investigations:
A. Anonymous allegations related to non -City policy compliant, and potentially unfair,
hiring practices in the Public Works Department (7 16 19)
B. Anonymous Complaint from Facilities Maintenance Staff (6 26 19)
III. Consultant must perform the above Workplace Investigation services in compliance with the
following requirements:
A. Each task shall be indicated by a written request produced by the Contract Officer
with a description of the work to be performed, and the time desired for completion.
All tasks shall be carried out in conformity with all provisions of this Agreement.
B. Consultant must prepare a written description of the requested tasks including all
components and subtasks; the costs to perform the task ("Task Budget"), using the
itemized fees in Exhibit C, Schedule of Compensation, whenever a requested task is
provided for in Exhibit C; explain how the cost was determined; and, a schedule for
completion of the task ("Task Completion Date"); which shall all collectively be
referred to as the "Task Proposal".
C. Contract Officer shall in writing approve, modify or reject the Task Proposal, and
may issue a Notice to Proceed.
D. The task shall be performed at a cost not to exceed the Task Budget.
E. Consultant shall complete the task and deliver all deliverables to Contract Officer by
the Task Completion Date.
IV. As part of the Workplace Investigation services, Consultant will prepare and deliver the
following tangible work products to the City:
A. Written reports summarizing relevant information collected and detailing the
findings and conclusions of each investigation.
B. Update the Contract Coordinator at least once every other week on the status of any
active investigation.
01007 0004/630428.1 A-)
C. Develop an investigation plan and budget for approval by the Contract Coordinator
as part of the Task Proposal.
D. Such other evidentiary support and documents as may be reasonably requested by the
City.
E. All work product is subject to review and acceptance by the City, and must be
revised by the Consultant without additional charge to the City until found
satisfactory and accepted by City.
V. Consultant will utilize the following personnel to accomplish the Services:
A. Attorney Christopher Boucher
01007 0004163 0.428 1 A -1
EXHIBIT "B"
SPECIAL REQUIREMENTS
(Superseding Contract Boilerplate)
I. Attorney Client Privilege Created. Christopher Boucher ("Investigator"), a licensed
California attorney, is being retained by the City as a Consultant under this Agreement to provide
professional legal services to the City so that the City Attorney can thereafter advise the City on an
appropriate course of action in developing a response to employment-related claims. Specifically,
Investigator is expected to use his skills and expertise in employment law to assist the City in this
personnel matter by arriving at findings, through conducting an investigation and preparing an
Investigation Report, based upon his professional evaluation of the evidence. Accordingly, this
Agreement creates an attorney-client relationship between Consultant and the City. All
communications between Investigator and the City, as well as the Investigation Report prepared by
Investigator pursuant to the Agreement, are protected by attorney-client privilege.
II. Attorney Work Product. All work products created pursuant to this Agreement by
Investigator, including but not limited to the Investigation Report, is considered attorney work
product and is entitled to the protections of the attorney work product doctrine. (Cal. Code Civ.
Proc., § 2018.030.)"
III. If Consultant has no employees, Consultant must provide a written statement under penalty
of perjury confirming that s/he has no employees in lieu of the requirement to provide evidence of
Worker's Compensation Insurance.
01007 0004!630428 1 B- I
EXHIBIT "C"
SCHEDULE OF COMPENSATION
I. This Schedule of Compensation governs Consultant's compensation in the event the
Consultant performs services pursuant to a Notice to Proceed on a Task Order. This
Agreement does not guarantee that Consultant will be selected to perform services on Task
Orders.
II. Consultant responding to the City's request for proposals on a project -specific Task Order
shall establish a Task Budget for the Task Order, identifying the subtasks based on the time
and rates of the personnel performing the subtasks, and itemizing all materials and
equipment utilized and the costs thereof. If payment is to be made other than at completion
of the services, then the phases of the performance and percentage of payment due shall also
be shown in the Task Proposal. Consultant's proposals on Task Orders shall be based on the
following hourly rate schedule:
A. Investigations: $295 per hour.
III. Retention of ten percent (10%) shall be held from each payment as contract retention to be
paid as a part of the final payment upon satisfactory completion of services.
IV. City will compensate Consultant for the services performed upon submission of a valid
invoice. Each invoice is to include:
A. Line items for all personnel describing the work performed, the number of hours
worked, and the hourly rate.
B. Line items for all materials and equipment properly charged to the services in the
Task Proposal.
C. Line items for all other approved reimbursable expenses claimed, with supporting
documentation.
D. Line items for all approved subcontractor labor, supplies, equipment, materials, and
travel properly charged to the services in the Task Proposal.
V. The total compensation for the Services shall not exceed $24,999, as provided in Section 2.1
of this Agreement.
W0070004/630428A C- 1
EXHIBIT "D"
SCHEDULE OF PERFORMANCE
I. For that period set forth in Section 3.4, Consultant shall provide Services on an on-call basis
as set forth in Exhibit A.
lI. If the City selects the Consultant's proposal to perform a project -specific Task Order, the
Task Order's Scope of Work/Services or the Notice to Proceed, or both, shall provide the
detailed schedule of performance.
III. The Contract Officer may approve extensions for performance of the Services in accordance
with Section 3.2.
01007 0004/630428.1 D- I
DocuSignEnve'pe ID: 477CF67E-7198-4AC1-96FA•C3625822E8BA
�0 CERTIFICATE OF LIABILITY INSURANCE zf 2,*)W
DATE `M"'I°°"M'
CERTIFICATE MAY BE ISSUED OR MAY PERTAIN THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS,
02/1912020
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
CONTACT BARNEY FONG
NAME:
Shield One Insurance Services
PHONE FAx
. (510)962-2780 Arc Ne :(510)372-0425
433 Esludillo Ave #103
San Leandro, CA 94577
E-MAIL
IESS. SHIELDONEINS®COMCAST.NET
INSURER(S) AFFORDING COVERAGE NAIC 0
Phone: (510) 962-2780 Fax: (510) 372-0425
INSURER A: CHUBB (ACE PROPBCAS INS COMPANY) 20699
TO RENTED
PREMISES 4Esoecvnsnee S 1,000,000
INSURED
INSURER 8: PROGRESSIVE (UNITED FINANCIAL CAS CO) 11770
BOUCHER LAW
INSURER C^
2081 CENTER STREET
INSURER D,
INSURER E •
BERKELEY CA 94704
INSURER F
COVERAGES CERTIFICATE NLIMRFR! RFVIAInN ml IMRFR-
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.
IXP
LTRR
TYPE OF INSURANCE
CARSON, CA 90745
POLICY NUMBER
MMMIVDp1YYYY EFF
M IDD YYYY
LIMITS
A
X COMMERCIAL GENERAL
CUAMAGE
LAIMS•MADE a OCCUR
X
X
D95187444
01/01/2020
01/0112021
EACHOCCURRENCE s 2.000,000
TO RENTED
PREMISES 4Esoecvnsnee S 1,000,000
MED EXP (An one pemon) S 5,000
PERSONAL S ADV INJURY S
GENL AGGREGATE LIMIT APPLIES PER:
X POLICY JECT LOC
GENERAL AGGREGATE S 4,000,000
PRODUCTS - COMP/OP AGO S 4,000,000
$
OTHER
AUTOMOBILE LIABILITY
COMBINED SINGLE LIMIT S 1,000,000
(Ea acGtlen11
B
X ANY AUTO
X
X
01561698-0
BODILY INJURY (Per person) S
SCHED
AUTOSALLOWNED X AUTOSULED
01101/2020
01101/2021
BODILY INJURY (Per aradanq S
X HIREOAUTOS X AUTOSNMED
PROPERTYewetl MAGE S
S
UMBRELLA LIAR
HOCCUR
EACH OCCURRENCE S
AGGREGATE S
EXCESS LIAB
CLAIMS -MADE
DED I I RETENTIONS
S
WORKERS COMPENSATION
AND EMPLOYERS' LIABILITY YIN
ANY PROPRIETORIPARTNERIEXECUTIVEE.L
OFFICERIMEMBER EXCLUDED? ❑
N I A
PER OTH•
STATUTE I IER
EACH ACCIDENT S
E L DISEASE -EA EMPLOYEE S
(Mandatory fn NH)
II yes, describe under
DESCRIPTION OF OPERATIONS below
E DISEASE -POLICY LIMIT S
DESCRIPTION OF OPERATIONS I LOCATIONS I VEHICLES (ACORD 101, Additional Reawirks Schedule, may be attached U mom apace is requiredl
ATTORNEY AT LAW I VARIOUS LOCATIONS / 2019 HYUNDAI KONA ELECTRIC (LAST 4 OF VIN 9915)
ADDITIONAL INSURED: CITY OF CARSON, ITS ELECTED AND APPOINTED OFFICERS, EMPLOYEES, VOLUNTEERS, AND AGENTS.
CERTIFICATE HOLDER CANCELLATION
CITY OF CARSON
SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE
THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN
701 E CARSON STREET
ACCORDANCE WITH THE POLICY PROVISIONS.
CARSON, CA 90745
AUTHORIZED REPRESENTATNED""Signed
by:
f
7C997Cfl63118A451
ACORD 25 (2014101)
®1988-2014 ACORD CORPORATION. All rights reserved.
The ACORD name and logo are registered marks of ACORD
SHIELD ONE INS SVCS
433 ESTUDILLO AVE103
SAN LEANDRO, CA 94577
1-510-962-2780
Certificate of Insurance
PROGREWYE'
COMMERCIAL
Policy number. 01561698-0
Underwritten by:
UNITED FINANCIAL CAS CO
February 19, 2020
Pagel of 1
CertificateIrolder........................... ................................................................. ..... .... ..... -.................. I........................
Additional Insured
CITY OF CARSON
701 E CARSON ST
CARSON, CA 90745
Insured ............................................... AgeMlSur�rluslines8rolur........,.,.,........................,.,...,.
... --
CHRISTOPHER K BOUCHER SHIELD ONE INS SVCS
BOUCHER LAW 433 ESTUDILLO AVE103
2061 CENTER STREET SAN LEANDRO, CA 94577
BERKELEY, CA 94704
This document certifies that insurance policies identified below have been issued by the designated insurer to the insured
named above for the period(s) indicated. This Certificate is issued for information purposes only. It confers no rights upon
the certificate holder and does not change, alter, modify, or extend the coverages afforded by the policies listed below.
The coverages afforded by the policies listed below are subject to all the terms, exclusions, Iimitabons, endorsements, and
conditions of these policies.
....................................................................................... .,,,.,-,-,..-,-.,............. ......-.-,.,-,-.-,-.-.-..--,.....,.-,-,,.,..,,,,.�
Policy Effective Date: Jan 1, 2020 Policy Expiration Date: Jul 1, 2020
Insurance coverage(s) urnits
.. .. .............
. .. ..............................
BODILY INJURY/PROPERTY DAMAGE $1,000,000 COMBINED SINGLE LIMIT M
Description of Location/Vehicies/Special Items
Scheduled autos only
............................................................................................... ......................
.................... ........,....,.-.-.-.,.,,-
2019HYUNDAI KONA ELECTRIC KM8K53AG2KU0399i5
Stated Amount $35,000
Certificate number
05020NET698
Please be advised that additional insureds and loss payees will be notified in the event of a mid-term
cancellation.
Form 5241 (10102)
LAW YERSP
MUTUAL
INSURANCE COMPANY
CERTIFICATE OF INSURANCE
This is to certify that the Professional Liability policy designated below has been issued to the insured attorney
or attorney firm named below and is in force at this time. Should the described policy be canceled before the
expiration date thereof, the issuing company mail go days written notice to the below named certification
holder, but failure to mail such notice shall impose no obligation or liability of any kind upon the company.
i. Certificate holder:
2. Name and address of Insured:
Boucher Law
BOUCHER LAW
2081 Center Street
2081 Center Street
Berkeley, CA 94704
Berkeley, CA 94704
4. Limits of Liability
5. Policy Number
6. Policy Period
Lawyers
$ 2,000,000 each claim
0335oo-ST-oo1
12-01-19 to 12-01-20
Professional
$ 4,000,000 aggregate
Liability
$ 2,soo deductible
*Policy is effective and expires at 12:o1 a.m., standard time at the address of the named insured as
stated herein.
I—Retroactive Date: October 01, 2019
This is a "Claims -Made" policy. The coverage afforded by this policy is limited to Claims arising from the performance
of Professional Services which are first made against the insured and reported in writing to the Company while the
policyisinfi)m
This certificate of insurance neither amends, extends nor alters the insurance afforded by the policy
designated above.
The insurance afforded is subject to all of the terms of the policy, including endorsements, applicable thereto.
**As used herein, "Retroactive Date" refers to the dated stated in the Prior Acts Endorsement or Prior Acts
Inclusion Endorsement of the Policy of insurance referred to herein.
Lawyers' Mutual Insurance Company
ANDRILW CHICK
1lesidcal
-TEL' 818.565.5512 FAX 818-565-5516 3110 West Empire Avenue. Burbank. California 91504 lawyeramutual.com
BUSINESSOWNERS LIABILITY ENHANCEMENTS ENDORSEMENT
Named Insured EndonemeM Number
Christopher Boucher DBA: Boucher Law BOP47635a0716 _
Policy Symbol Poiky Number Policy Period EFfecim Date of Endorsemerd
SER D95187444 01-01-2020 to 01-01-x021 01-01-2020
Issued By (Name of Insumm company)
ACE Property And.Casualty Insurance Company
THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY.
This endorsement modifies insurance provided under the following:
BUSINESSOWNERS COVERAGE FORM
TABLE OF CONTENTS
This endorsement modifies the coverages provided under the Businessowners Coverage Form.
Notwithstanding anything to the contrary, the provisions of the Businessowners Coverage Form apply, except as
provided in this endorsement The titles of the various paragraphs of this endorsement are inserted solely for
convenience or reference and are not to be deemed in any way to limit or affect the provisions to which they
relate.
A. SUPPLEMENTARY PAYMENTS —BAIL BONDS AND BONDS TO APPEAL JUDGMENTS -NO SUBLIMIT
In Section II - Liability, Paragraph A. Coverages, 1- f. Coverage Extension — Supplementary
Payments, subparagraphs (1 Kb) and (c) are replaced by the following -
(b) The cost of ball bonds. but only for bond amounts within the available limit of insurance. We do not
have to fumish these bonds.
BOP -47635a (07/16) Includes copyrighted material of Insurance Services Office. with its permission, 2016. Page 1 of i 1
Pan*
Su lementa P ments — Bail Bonds And Bonds To Appeal Judgments — No Sublimit
2
Medical Expenses — Three Years To Report Expenses
2
Non -Owned Watercraft Under 55 Feet
2
Non -Owned Aircraft
2
Damage To Property — Exception For Equipment Loaned Or Rented To Insured
2
Who Is An Insured — Subsidiaries Or Newly Ac uired Or Formed Organizations
3
Who Is An Insured — Employees(Including For CPR and First Aid And Volunteer Workers
3
Additional Insured — Lessor Of Leased Equipment
4
Additional Insured — Managers Or Lessors Of Premises
4
Additional Insured - Vendors
5
Additional Insured — Other Persons Or Organizations Pursuant To Contract Or Agreement
6
Damarin To Premises Rented To You -- $1,000.000
7
Per Location General Aagregate Limit With Combined Total Aggregate Limit
8
Knowledge/Notice Of Occurrence
g
Bodily Iniu -including Resulting Mental Anguish
g
CoveEffie Territo Limited Worldwide
10
Personal Injury, Including Discrimination Harassment And Secreastion
10
Unintentional Failure To Disclose Hazards
10
Other Insurance Including Primary Provision
10
Waiver Of Subrogation Required By Contract
12
This endorsement modifies the coverages provided under the Businessowners Coverage Form.
Notwithstanding anything to the contrary, the provisions of the Businessowners Coverage Form apply, except as
provided in this endorsement The titles of the various paragraphs of this endorsement are inserted solely for
convenience or reference and are not to be deemed in any way to limit or affect the provisions to which they
relate.
A. SUPPLEMENTARY PAYMENTS —BAIL BONDS AND BONDS TO APPEAL JUDGMENTS -NO SUBLIMIT
In Section II - Liability, Paragraph A. Coverages, 1- f. Coverage Extension — Supplementary
Payments, subparagraphs (1 Kb) and (c) are replaced by the following -
(b) The cost of ball bonds. but only for bond amounts within the available limit of insurance. We do not
have to fumish these bonds.
BOP -47635a (07/16) Includes copyrighted material of Insurance Services Office. with its permission, 2016. Page 1 of i 1
(c) The cost of bonds to appeal judgments or release attachments, but only for amounts within the
available limit of insurance. We do not have to furnish these bonds.
B. MEDICAL EXPENSES —THREE YEARS TO REPORT EXPENSES
In Section It — Liability, Paragraph A. Coverages, 2. Medical Expenses, subparagraph a.(b) is
replaced by the following:
(b) The expenses are incurred and reported to us within three years of the date of the accident; and
C. NON -OWNED WATERCRAFT UNDER 55 FEET
In Section II - Liability, Paragraph B. Exclusions, subparagraph (2) of Exclusion 1.9. Aircraft, Auto Or
Watercraft is replaced by the following:
This exclusion does not apply to:
(2) A watercraft you do not own that is:
(a) Less than 55 feet long; and
(b) Not being used to cant' persons or property for a charge;
D. NON -OWNED AIRCRAFT
In Section II - Liability, Paragraph B. Exclusions, the following exception is added to Exclusion 1.g.
Aircraft, Auto or Watercraft in Section II -- Liability:
This exclusion does not apply to an aircraft you do not own provided:
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. It is rented with a trained, paid crew; and
3. It does not transport persons or cargo for a charge.
E. DAMAGE TO PROPERTY -EXCEPTION FOR EQUIPMENT LOANED OR RENTED TO THE INSURED
In Section 11- Liability, Paragraph B. Exclusions, the following exception is added to Exclusion 1.1k.
Damage To Property:
Paragraphs (3) and (4) of this exclusion do not apply to 'property damage' to equipment rented or loaned
to the insured, provided such equipment is not being used to perform any operations at a construction job
site.
F. WHO IS AN INSURED - SUBSIDIARIES OR NEWLY ACQUIRED OR FORMED ORGANIZATIONS
In Section II - Liability, Paragraph C. Who is an Insured is amended to include the following:
If there is no other insurance available, each of the following is also a Named Insured:
BOP47635a (07116) Includes copyrighted material of Insurance Services Office, with its permission, 2016. Page 2 of 11
t. A subsidiary organization of the first Named Insured shown in the Declarations of which, at the
beginning of the policy period and at the time of loss, the first Named Insured controls, either directly
or indirectly, more than 50 percent of the interests entitled to vote generally in the election of the
governing body of such organization; or
2. A subsidiary organization of the first Named Insured shown in the Declarations that the first Named
Insured acquires or forms during the policy period, if at the time of loss the first Named Insured
controls, either directly or indirectly, more than 50 percent of the interests entitled to vote generally in
the election of the governing body of such organization,
G. WHO IS AN INSURED - EMPLOYEES (INCLUDING CPR AND FIRST AID) AND VOLUNTEER WORKERS
In Section 11- Liability, Paragraph C. Who is an Insured, Paragraph 2.a. is replaced by the following:
2. Each of the following is also an insured,
a. Your "employees" but only for acts within the scope of their employment by you or while
performing duties related to the conduct of your business. However, no "employee' is an insured
for.
(1) "Bodily injury" or "personal and advertising injury":
(a) To you, to any of your directors, managers, members, 'executive officers' or partners
(whether or not an 'employee') or to any co -'employee" while such injured person is
either in the course of his or her employment or while performing duties related to the
conduct of your business;
(b) To the brother, child, parent, sister or spouse of such injured person as a consequence
of any injury described in Paragraph (a) above: or
(c) For which there is any obligation to share damages with or repay someone else who
must pay damages because of any injury described In Paragraph (a) or (b) above.
With respect to "bodily injury' only, the limitations described In Paragraph 2.a.(1) above do
not apply to you or to your directors, managers, members, 'executive officers', partners or
supervisors as insureds The limitations also do not apply to your "employees' as insureds.
with respect to such damages caused by cardiopulmonary resuscitation or first aid services
administered by such an *employee' -
(2) "Property damage" to any property owned, occupied or used by you or by any of your
directors, managers, members, "executive officers' or partners (whether or not an
'employee') or by any of your *employees'. This limitation does not apply to 'property
damage' to premises while rented to you or temporarily occupied by you with the
permission of the owner.
b. Your 'volunteer workersbut only while acting within the scope of their activities for you and at
your direction.
H. ADDITIONAL INSUREDS
In Section II - Liability, Paragraph C. Who is an Insured, the following is added:
2- Each of the following is also an insured:
BOP -47636a +07116; Includes copyrighted material of Insurance Services Office, with its permission. 2016. Page 3 of 11
LESSOR OF LEASED EQUIPMENT
e. Any person or organization from whom you lease equipment, but only with respect to liability for
'bodily injury', 'property damage' or 'personal and advertising injury' caused, in whole or in part, by
your maintenance, operation or use of equipment leased to you by such person or organization and
only if you are required by a contract or agreement to provide them with such insurance as is
afforded by this policy,
However, the insurance afforded to such additional insured!
(11) Only applies to the extent permitted by law; and
(2) Will not be broader than that which you are required by the contract or agreement to provide for
such additional insured.
With respect to the insurance afforded to these additional insureds, this insurance does not apply to
any "occurrence" which takes place after the equipment lease expires.
MANAGERS OR LESSORS OF PREMISES
f. Any person or organization from whom you tease premises, but only with respect to liability arising
out of the ownership, maintenance or use of that part of the premises leased to you and only if you
are required by a contract or agreement to provide them with such insurance as is afforded by this
P014,
However, the insurance afforded to such additional insured:
(1) Only applies to the extent permitted by law; and
(2) Will not be broader than that which you are required by the contract or agreement to provide for
such additional insured.
With respect to the Insurance afforded to these additional insureds, the following additional
exclusions apply:
This insurance does not apply to:
(1) Any "occurrence' that takes place after you cease to be a tenant in such premises.
(2) Structural alterations, new construction or demolition operations performed by or for such
additional insureds_
VENDORS
g. Any person or organization who is a vendor of 'your products% but only with respect to 'bodily
injury' or "property damage' arising out of 'your products' which are distributed or sold in the
regular course of the vendor's business.
However:
(1) The insurance afforded to such vendor only applies to the extent permitted by law; and
(2) If coverage provided to the vendor is required by a contract or agreement, the
BOP47635a (07/16) includes copyrighted material of Insurance Servioes Office, with its permission, 2016. Page 4 of 11
insurance afforded to such vendor will not be broader than that which you are required by the
contract or agreement to provide for such vendor
With respect to the Insurance afforded to these vendors, the following additional exclusions apply:
(1) This insurance afforded the vendor does not apply to.
(a) "Bodily injury' or "property damage' for which the vendor is obligated to pay damages by
reason of the assumption of liability in a contract or agreement This exclusion does not
apply to the liability for damages that the vendor would have in the absence of the
contract or agreement;
(b) Any express warranty unauthorized by you;
(c) Any physical or chemical change in the product made intentionally by the vendor;
(d) Repackaging, except when unpacked solely for the purpose of inspection, demonstration,
testing or the substitution of parts under instructions from the manufacturer, and then
repackaged in the original container,
(e) Any failure to make such inspections, adjustments, tests or servicing as the vendor has
agreed to make or normally undertakes to make in the usual course of business, in
connection with the distribution or sale of the products;
(f) Demonstration, installation, servicing or repair operations, except such operations
performed at the vendor's premises in connection with the sale of the product;
(g) Products which, after distribution or sale by you, have been labeled or relabeled or used
as a container. part or ingredient of any other thing or substance by or for the vendor; or
(h) "Bodily injury" or "property damage" arising out of the sole negligence of the vendor for its
own acts or omissions or those of its employees or anyone else acting on its behalf.
However, this exclusion does not apply to:
(1) The exceptions contained in Subparagraph (d) or (f); or
(ii) Such inspections, adjustments, tests or servicing as the vendor has agreed to make
or normally undertakes to make in the usual course of business, in connection with
the distribution or sale of the products.
(2) This insurance does not apply to any insured person or organization from whom you have
acquired such products, or any ingredient, part or container entering into, accompanying or
containing such products.
With respect to the insurance afforded to these vendors, the following is added to Paragraph D.
Liability And Medical Expenses Limits Of Insurance:
If coverage provided by the vendor is required by a contract or agreement. the most we will pay on
behalf of the vendor is the amount of insurance:
(1) Required by the contract or agreement; or
(3) Available under the applicable Limits Of Insurance shown in the Declarations;
BOP47835a;07/18) Includes copynghted material of Insurance Sennees Office_ with its permission. 2016 Page 5 of 11
whichever is less.
This shall not increase the applicable Limits Of Insurance shown in the Declarations.
OTHER PERSONS OR ORGANIZATIONS PURSUANT TO CONTRACT OR AGREEMENT
h. Any persons or organizations that you are required by a contract or agreement to provide with such
insurance as is afforded by this policy. However, such a person or organization is an insured only:
(1) To the extent such contract or agreement requires the additional insured to be afforded status
as an insured; and
(2) For activities that did not occur, in whole or in part, before the execution of the contract or
agreement.
No person or organization is an insured under this provision:
(1) That is more specifically identified under any other provision of Paragraph C. Who Is An
Insured (regardless of any limitation applicable thereto).
(2) With respect to any assumption of liability in a contract or agreement. This limitation does not
apply to the liability for damages the additional insured would have in the absence of the
contract or agreement_
However, the insurance afforded to such persons or organizations:
(1) Only applies to the extent permitted by law; and
(2) Will not be broader than that which you are required by the contract or agreement to provide
for such additional insured.
The following is added at the end of Paragraph C. Who Is An Insured:
No person or organization is an insured with respect to the conduct of any current or past partnership, joint
venture or limited liability company that is not shown as a Named Insured in the Declarations.
However, no person or organization is an insured with respect to the:
a. Ownership, maintenance or use of any assets; or
b. Conduct of any person or organization whose assets, business or organization;
any Named Insured acquires, either directly or indirectly, for any:
(1) 'Bodily injury" or "property damage" that occurred; or
(2) 'Personal and advertising injury' arising out of an offense first committed;
in whole or in part, before such acquisition is executed.
With respect to the insurance afforded to the persons or organizations described in Paragraphs e., f.,. and
h. above, the following is added to Paragraph D. Liability And Medical Expenses Limits Of Insurance:
The most we will pay on behalf of such person or organization is the amount of insurance:
BOP -47635a (07116) Includes copyrighted material of Insurance Services Office, with its permission, 2016- Page 5 of 11
(1) Required by the contract or agreement; or
(2) Available under the applicable Limits Of Insurance shown in the Declarations;
whichever is less.
This shall not increase the applicable Limits Of Insurance shown in the Declarations.
I. DAMAGE TO PREMISES RENTED TO YOU — $1,000,000
In Section II - I.€ability. Paragraph D. Liability and Medical Expenses Umits of Insurance, Paragraphs
3. and 4. are deleted and replaced with the following:
3. Subject to the Liability And Medical Expenses Limits Of Insurance, the most we will pay under
Business Liability Coverage for damages because of "property damage" to any one premises while
rented to you or while temporarily occupied by you with permission of the owner is $1,000,000.
4, Aggregate Limits
The most we will pay for.
a. All "bodily injury" and "property damage' that is included in the products -completed operations
hazard" is twice the Liability and Medical Expenses limit_
b. All:
(1) "Bodily injury' and "property damage' except damages because of "bodily injury' or "property
damage' included in the 'products -completed operations hazard";
(2) Plus medical expenses;
(3) Plus all 'personal and advertising injury" caused by offenses committed;
is twice the Liability and Medical Expenses Limit.
The Limits of Insurance of Section II — Liability apply separately to each consecutive annual penod
and to any remaining period of less than 12 months, starting with the beginning of the policy period
shown in the Declarations, unless the policy period is extended after issuance for an additional
period of less than 12 months. In that case, the additional period will be deemed part of the last
preceding period for purposes of determining the Limits of Insurance.
J. PER LOCATION GENERAL AGGREGATE LIMIT WITH COMBINED TOTAL AGGREGATE LIMIT
In Section II - L€ability, Paragraph D. Liability and Medical Expenses Urnks of Insurance, the
following is added:
1. Subject to the Combined Total Aggregate Limit shown in the Declarations, for the sum of all damages
that the insured becomes legally obligated to pay for all'bodily injury" and "property damage' caused
by "occurrences" under Paragraph A.I. Business Liability, and for all medical expenses caused by
accidents under Paragraph A.2. Medical Expenses, which can be attributed only to a single
"location
BOP -47635a (07116) Includes copyrighted material of Insurance Services Office, with its permission. 2016. Page 7 of 11
a. A separate Location General Aggregate Limit will apply to each "location", and that limit is equal
to the Other than Products/Completed Operations Aggregate Limit shown in the Declarations.
b. The separate Location General Aggregate Limit is the most we will pay for the sum of all
damages for "bodily injury" or "property damage" under Paragraph A.1. Business Liability,
except in connection with "bodily injury" or "property damage" included in the "products -
completed operations hazard", and for medical expenses under Paragraph A.2. Medical
Expenses, regardless of the number of:
(1) Insureds;
(2) Claims made or "suits" brought; or
(3) Persons or organizations malting claims or bringing "suits".
C. Any payments made under Paragraph A.1. or under Paragraph A.2. Medical Expenses shall
reduce the separate Location General Aggregate Limit for that "location". Such payments shall
not reduce the Other Than Products/Completed Operations Aggregate Limit shown in the
Declarations nor shall they reduce the separate Location General Aggregate Limit for any
other "location
d. The limits shown in the Declarations for Each Occurrence, Damage To Premises Rented To You
and Medical Expense continue to apply. However, instead of being subject to the Other Than
Products/Completed Operations Aggregate Limit shown in the Declarations, such limits will be
subject to the applicable separate Location General Aggregate Limit.
2. Subject to the Combined Total Aggregate Limit shown in the Declarations, for the sum of all damages
that the Insured becomes legally obligated to pay for all "bodily injury" or "property damage" caused
by occurrences under Paragraph A.I. Business Liability and for all medical expenses caused by
accidents under Paragraph A.2., which cannot be attributed only to operations at a single "location"_
a. Any payments made under Paragraph A.I. Business Liability for damages or under Paragraph
A.2. for medical expenses shall reduce the amount available under the Other Than
Products/Completed Operations Aggregate Limit or the Products/Completed Operations
Aggregate Limit, whichever is applicable; and
b. Such payments shall not reduce the separate Location General Aggregate Limit applicable to a
single "location".
3. Subject to the separate Location General Aggregate Limit and all other applicable limits, the
Combined Total Aggregate Limit shown in the Declarations is the most we will pay for the combined
sura of amounts described above, regardless of the number of 'locations".
4. Any payments we make for "bodily injury" or "property damage" included in the 'products -completed
operations hazard' will reduce the Products -Completed Operations Aggregate Limit regardless of
the number of "locations", and not reduce the Other Than Products/Completed Operations
Aggregate Limit nor the separate Location General Aggregate Limit applicable to a single "location.'
5. As used in this endorsement, 'location" means premises involving the same or connecting lots, or
premises whose connection is interrupted only by a street, roadway, waterway or right-of-way of a
railroad,
6. The provisions of Paragraph D. Liability and Medical Expenses Limits Of Insurance not
otherwise modified by this endorsement shall continue to apply as stipulated.
K. KNOWLEDGEINOTICE OF OCCURRENCE
In Section ll - Llability, Paragraph E. Liability and Medical Expenses General Conditions, 2. Duties
In the Event Of Occurrence, Offense, Claim or Suit is amended to include the following:
BOP -47635a (07116) Includes copyrighted material of Insurance Services Office, with its permission, 2016. Page a of 11
e. Knowledge of an "occurrence' or offense by an agent or "employee of the insured will not constitute
knowledge by the Insured, unless an "executive officer (whether or not an "employee') of any
Insured or an 'executive officer's' designee knows about such "occurrence' or offense. Failure of an
agent or "employee' of the insured, other than an 'executive officer (whether or not an "employee')
of any insured or an "executive officer's' designee, to notify us of an 'occurrence' or offense that
such person knows about will not affect the insurance afforded to you
f. If a claim or loss does not reasonably appear to involve this insurance, but it later develops into a
claim or loss to which this insurance applies, the failure to report it to us will not violate this condition,
provided the insured gives us immediate notice as soon as the insured is aware that this insurance
may apply to such loss or claim.
L. BODILY INJURY, INCLUDING RESULTING MENTAL ANGUISH
In Section 11- Llability, Paragraph F. Liabllity and Medical Expenses Definitions, paragraph 3. is
deleted and replaced with the following.-
3.
ollowing:3. "Bodily injury" means physical:
a. Injury;
b. Sickness; or
c. Disease;
sustained by a person, including resulting death, humiliation, mental anguish. mental injury or shock
at any time. All such loss shall be deemed to occur at the time of the physical injury, sickness or
disease.
M. COVERAGE TERRITORY, LIMITED WORLDWIDE
In Section II - Liability, Paragraph F, Liability and Medical Expenses Definitions, paragraph 4. is
deleted and replaced by the following:
4. "Coverage territory" means all parts of the world.
However. "coverage territory" does not include any,
a. "Bodily injury' or "property damage' that takes place or any offense committed outside of the
United States of America (including its possessions and territories), Canada and Puerto Rico,
unless the insured's responsibility to pay damages is determined by a "suit' on the merits that is
brought in the United States of America (including its possessions and territories), Canada or
Puerto Rico; or
b. Injury or damage in connection with any "suit" brought outside the United States of America
(including its possessions and territories), Canada and Puerto Rico.
N. PERSONAL INJURY, INCLUDING DISCRIMINATION, HARASSMENT AND SEGREGATION
In Section II - Liability, Paragraph F. Liability and Medical Expenses Definitions, paragraph 14. is
amended to include the following:
h, Discrimination, harassment or segregation based on a person's age, color, national origin, race,
religion or sex unless committed by or at the direction of any "executive officer, director, stockholder,
partner or member of the insured.
13013-47635a (07118) Incudes copynghted material of Insurance 5erwces Of6oe, with its permission 2016 Page 9 of 11
O. UNINTENTIONAL FAILURE TO DISCLOSE HAZARDS
In Section III — Common Policy Conditions, Paragraph C. Concealment, Misrepresentation or Fraud
Is amended to Include the following additional paragraph:
Unintentional failure of an 'employee' of the insured to disclose a hazard or other material information will
not violate this condition, unless an 'executive officer" (whether or not an 'employees) of any insured
knows about such hazard or other material information,
P. OTHER INSURANCE, INCLUDING PRIMARY PROVISION
In Section III — Common Policy Conditions, Paragraph H. Other insurance, subparagraphs 2. and 3.
are replaced by the following:
H. Other Insurance
If other valid and collectible insurance is available to the insured for a loss we cover under this insurance,
our obligations are limited as follows:
1. Primary Insurance
This insurance is primary except when Paragraph 2 below applies. If this insurance is primary, our
obligations are not affected unless any of the other insurance is also primary. Then, we will share with
all that other insurance by the method described in Paragraph 3 below_
2. Excess Insurance
a. This insurance is excess over:
(1) Any of the other insurance, whether primary, excess, contingent or on any other basis:
(a)That is Fire, Extended Coverage, Builders Risk, Installation Risk or similar coverage for
"your work';
(b)That is insurance that applies to 'property damage' to premises rented to you or
temporarily occupied by you with permission of the owner, or
(c) If the loss arises out of aircraft, 'autos' or watercraft to the extent not subject to Exclusion
g. of Section ILB. Exclusions, 1. Applicable to Business Liability Coverage; or
(2) Any other primary insurance available to you covering liability for damages arising out of the
premises or operations for which you have been added as an additional insured.
b. When this insurance is excess, we will have no duty to defend the insured against any 'suit" if any
other insurer has a duty to defend the insured against that 'suit.' If no other insurer defends, we
will undertake to do so, but we will be entitled to the insured's rights against all those other
insurers.
c. When this insurance is excess over other insurance, we will pay only our share of the amount of
the loss, if any, that exceeds the sum of:
(1) The total amount that all such other insurance would pay for the loss in the absence of this
insurance;
BOP -47835a (07118) Includes copyrighted material of Insurance Services Office, with its permission. 2018. Page 10 of 11
(2) The total of all deductible and self-insured amounts under all that other insurance -
d. We will share the remaining loss, if any, with any other insurance that is not described in this
Excess Insurance provision and was not brought specifically to apply in excess of the Limits of
Insurance shown in the Declarations of this Coverage Part,
3. Method of Sharing
If all of the other insurance permits contribution by equal shares, we will follow this method also.
Under this approach, each insurer contributes equal amounts until it has paid its applicable limit of
insurance or none of the loss remains, whichever comes first.
If any of the other insurance does not permit contribution by equal shares, we will contribute by limits.
Under this method, each Insurer's share is based on the ratio of its applicable limit of insurance to the
total applicable limits of insurance of all insurers.
Q. WAIVER OF SUBROGATION REQUIRED BY CONTRACT
In Section III — Common Policy Conditions, Paragraph K. Transfer of Rights of Recovery Against
Others To Us, subparagraph 2. is replaced by the following:
2. Applicable to Businessowners Liability Coverage
We will waive the rights of recovery we would otherwise have had against another person or organization,
for loss to which this insurance applies, provided the insured has waived their rights of recovery against
such person or organization in a contract or agreement that is executed before such loss.
To the extent that the insured's rights to recover all or part of any payment made under this Coverage
Part have not been waived, those rights are transferred to us. The insured must do nothing after loss to
impair them. At our request, the insured will bring "suit' or transfer those rights to us and help us enforce
them. This paragraph does not apply to Medical Expenses Coverage.
All other terms and conditions of the policy remain unchanged.
BOP -47635a (07116) Includes copyrighted material of Insurance 5ennoes Office, with its permission. 2016 Page 11 of 11