HomeMy WebLinkAbout2010 CON Thomas Herman Consulting - Consulting ServicesAGREEMENT
BY AND BETWEEN
THE CITY OF NATIONAL CITY
AND
THOMAS HERMAN CONSULTING
THIS AGREEMENT is entered into this 24th day of August 2010, by and
between the CITY OF NATIONAL CITY, a municipal corporation (the "CITY"), and Thomas
Michael Herman, Ph.D. an Independent Consultant (the "CONSULTANT")
RECITALS
WHEREAS, the CITY desires to employ a CONSULTANT to provide
contracting services for the evaluation of the Children Exposed to Domestic Violence
Specialized Response Program (CEDV SRP) grant awarded by the California Emergency
Management Agency (Cal EMA).
WHEREAS, the CITY has determined that the CONSULTANT is qualified by
experience and ability to perform the services desired by the CITY, and the CONSULTANT is
willing to perform such services.
NOW, THEREFORE, THE PARTIES HERETO DO MUTUALLY AGREE AS
FOLLOWS:
1. ENGAGEMENT OF CONSULTANT. The CITY agrees to engage the
CONSULTANT, and the CONSULTANT agrees to perform the services set forth here in
accordance with all terms and conditions contained herein.
The CONSULTANT represents that all services shall be performed directly by the
CONSULTANT or under direct supervision of the CONSULTANT.
2. SCOPE OF SERVICES.
A. CONSULTANT agrees to design and manage the evaluation of the
CEDV SR grant program in order to assist National City Police
Department (NCPD) with meeting grant requirements, measuring and
reporting outcomes, and working toward continual program
improvement.
B. CONSULTANT will coordinate and oversee data collection strategies
and data management activities carried out by the NCPD program staff
in support of the evaluation and will take direct responsibility for all
data analysis and report development as required under the grant.
C. CONSULTANT activities will be carried out in accordance with the
rules, guidelines, and procedures established by Cal EMA for the grant.
CONSULTANT will also perform the services stated in Exhibit "A".
The the extent any of the services in Exhibit "A" conflict with the rules
and guidelines established by Cal EMA for the grant, the Cal EMA
rules, guidelines, and procedures shall control.
The CONSULTANT shall be responsible for all research and reviews related to
the work and shall not rely on personnel of the CITY for such services, except as authorized in
advance by the CITY. The CONSULTANT shall appear at meetings specified in Exhibit "A" to
keep City Council and staff advised of the progress on the Project.
The CITY may unilaterally, or upon request from the CONSULTANT, from time to time
reduce or increase the Scope of Services to be performed by the CONSULTANT under this
Agreement. Upon doing so, the CITY and the CONSULTANT agree to meet in good faith and
confer for the purpose of negotiating a corresponding reduction or increase in the compensation
associated with said change in services, not to exceed a factor of 0% from the base amount.
3. PROJECT COORDINATION AND SUPERVISION. Lt. Keith
Fifield of the National City Police Department hereby is designated as the Project Coordinator
for the CITY and will monitor the progress and execution of this Agreement. The
CONSULTANT shall assign a single Project Director to provide supervision and have overall
responsibility for the progress and execution of this Agreement for the CONSULTANT. Thomas
Herman, Ph.D. thereby is designated as the Project Director for the CONSULTANT.
4. COMPENSATION AND PAYMENT. The grant requires that 10% of
the project budget be committed to the contract with an outside agency for the evaluation of the
program. The grant award is for $200,000 each year of the evaluation years of 2009 and 2010 for
a total award of $400,000. The CONSULTANT charges therefore shall not exceed $40,000 over
the term of this agreement. The compensation for the CONSULTANT shall be based on a
percentage payment schedule listed in Exhibit "A" consistent with evaluation progress verified
by the Project Coordinator, and in line with budget deadline requirements of the CEDV Cal
EMA CEDV-SRP grant. The total cost for all work described in Exhibit "A" shall not exceed the
schedule given in Exhibit "A" (the Base amount) without prior written authorization from the
Project Coordinator. Invoices will be processed for payment and remitted within thirty (30) days
from receipt of invoice, provided that work is accomplished consistent with Exhibit "A", as
determined by the CITY.
The CONSULTANT shall maintain all books, documents, papers, employee time
sheets, accounting records, and other evidence pertaining to costs incurred, and shall make such
materials available at its office at all reasonable times during the term of this Agreement and for
three (3) years from the date of final payment under this Agreement, for inspection by the CITY,
and for furnishing of copies to the CITY, if requested.
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5. ACCEPTABILITY OF WORK. The City shall decide any and all
questions which may arise as to the quality or acceptability of the services performed and the
manner of performance, the acceptable completion of this Agreement, and the amount of
compensation due. In the event the CONSULTANT and the City cannot agree to the quality or
acceptability of the work, the manner of performance and/or the compensation payable to the
CONSULTANT in this Agreement, the City or the CONSULTANT shall give to the other
written notice. Within ten (10) business days, the CONSULTANT and the City shall each
prepare a report which supports their position and file the same with the other party. The City
shall, with reasonable diligence, determine the quality or acceptability of the work, the manner of
performance and/or the compensation payable to the CONSULTANT.
6. EFFECTIVE DATE AND LENGTH OF AGREEMENT. The duration
of this Agreement is from the date of execution to June 30, 2011. The evaluation must cover the
first two years of operation, specifically January 1, 2009 through December 31, 2010. and be
submitted to Cal EMA no later than June 30, 2011, set forth in Exhibit "A" .
7. DISPOSITION AND OWNERSHIP OF DOCUMENTS. The
memoranda, reports, maps, drawings, plans, specifications, and other documents prepared by the
CONSULTANT for this Project, whether paper or electronic, shall become the property of the
CITY for use with respect to this Project, and shall be turned over to the CITY upon completion
of the Project, or any phase thereof, as contemplated by this Agreement.
Contemporaneously with the transfer of documents, the CONSULTANT hereby
assigns to the CITY, and CONSULTANT thereby expressly waives and disclaims any copyright
in, and the right to reproduce, all written material, drawings, plans, specifications, or other work
prepared under this Agreement, except upon the CITY's prior authorization regarding
reproduction, which authorization shall not be unreasonably withheld. The CONSULTANT
shall, upon request of the CITY, execute any further document(s) necessary to further effectuate
this waiver and disclaimer.
The CONSULTANT agrees that the CITY may use, reuse, alter, reproduce,
modify, assign, transfer, or in any other way, medium, or method utilize the CONSULTANT' S
written work product for the CITY's purposes, and the CONSULTANT expressly waives and
disclaims any residual rights granted to it by Civil Code Sections 980 through 989 relating to
intellectual property and artistic works.
Any modification or reuse by the CITY of documents, drawings, or specifications
prepared by the CONSULTANT shall relieve the CONSULTANT from liability under Section
14, but only with respect to the effect of the modification or reuse by the CITY, or for any
liability to the CITY should the documents be used by the CITY for some project other than what
was expressly agreed upon within the Scope of this project, unless otherwise mutually agreed.
8. INDEPENDENT CONTRACTOR. Both parties hereto in the
performance of this Agreement will be acting in an independent capacity and not as agents,
employees, partners, or joint venturers with one another. Neither the CONSULTANT nor the
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CONSULTANT'S employees are employees of the CITY, and are not entitled to any of the
rights, benefits, or privileges of the CITY's employees, including but not limited to retirement,
medical, unemployment, or workers' compensation insurance.
This Agreement contemplates the personal services of the CONSULTANT and
the CONSULTANT's employees, and it is recognized by the parties that a substantial
inducement to the CITY for entering into this Agreement was, and is, the professional reputation
and competence of the CONSULTANT and its employees. Neither this Agreement nor any
interest herein may be assigned by the CONSULTANT without the prior written consent of the
CITY. Nothing herein contained is intended to prevent the CONSULTANT from employing or
hiring as many employees, or SUBCONSULTANTS, as the CONSULTANT may deem
necessary for the proper and efficient performance of this Agreement. All agreements by
CONSULTANT with its SUBCONSULTANT(S) shall require the SUBCONSULTANT(S) to
adhere to the applicable terms of this Agreement.
9. CONTROL. Neither the CITY nor its officers, agents, or employees shall
have any control over the conduct of the CONSULTANT or any of the CONSULTANT'S
employees, except as herein set forth, and the CONSULTANT or the CONSULTANT'S agents,
servants, or employees are not in any manner agents, servants, or employees of the CITY, it
being understood that the CONSULTANT its agents, servants, and employees are as to the CITY
wholly independent CONSULTANT, and that the CONSULTANT'S obligations to the CITY are
solely such as are prescribed by this Agreement.
10. COMPLIANCE WITH APPLICABLE LAW. The CONSULTANT, in
the performance of the services to be provided herein, shall comply with all applicable State and
federal statutes and regulations, and all applicable ordinances, rules, and regulations of the City
of National City, whether now in force or subsequently enacted. The CONSULTANT and each
of its SUBCONSULTANT(S), shall obtain and maintain a current City of National City business
license prior to and during performance of any work pursuant to this Agreement.
11. LICENSES, PERMITS, ETC. The CONSULTANT represents and
covenants that it has all licenses, permits, qualifications, and approvals of whatever nature that
are legally required to practice its profession. The CONSULTANT represents and covenants that
the CONSULTANT shall, at its sole cost and expense, keep in effect at all times during the term
of this Agreement, any license, permit, or approval which is legally required for the
CONSULTANT to practice its profession.
12. STANDARD OF CARE.
A. The CONSULTANT, in performing any services under this
Agreement, shall perform in a manner consistent with that level of care and skill ordinarily
exercised by members of the CONSULTANT'S trade or profession currently practicing under
similar conditions and in similar locations. The CONSULTANT shall take all special precautions
necessary to protect the CONSULTANT's employees and members of the public from risk of
harm arising out of the nature of the work and/or the conditions of the work site.
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B. Unless disclosed in writing prior to the date of this agreement, the
CONSULTANT warrants to the CITY that it is not now, nor has it for the five (5) years
preceding, been debarred by a governmental agency or involved in debarment, arbitration or
litigation proceedings concerning the CONSULTANT'S professional performance or the
furnishing of materials or services relating thereto.
C. The CONSULTANT is responsible for identifying any unique
products, treatments, processes or materials whose availability is critical to the success of the
project the CONSULTANT has been retained to perform, within the time requirements of the
CITY, or, when no time is specified, then within a commercially reasonable time. Accordingly,
unless the CONSULTANT has notified the CITY otherwise, the CONSULTANT warrants that
all products, materials, processes or treatments identified in the project documents prepared for
the CITY are reasonably commercially available. Any failure by the CONSULTANT to use due
diligence under this sub -paragraph will render the CONSULTANT liable to the CITY for any
increased costs that result from the CITY's later inability to obtain the specified items or any
reasonable substitute within a price range that allows for project completion in the time frame
specified or, when not specified, then within a commercially reasonable time.
13. NON-DISCRIMINATION PROVISIONS. The CONSULTANT shall
not discriminate against any employee or applicant for employment because of age, race, color,
ancestry, religion, sex, sexual orientation, marital status, national origin, physical handicap, or
medical condition. The CONSULTANT will take positive action to insure that applicants are
employed without regard to their age, race, color, ancestry, religion, sex, sexual orientation,
marital status, national origin, physical handicap, or medical condition. Such action shall include
but not be limited to the following: employment, upgrading, demotion, transfer, recruitment or
recruitment advertising, layoff or termination, rates of pay or other forms of compensation, and
selection for training, including apprenticeship. The CONSULTANT agrees to post in
conspicuous places available to employees and applicants for employment any notices provided
by the CITY setting forth the provisions of this non-discrimination clause.
14. CONFIDENTIAL INFORMATION. The CITY may from time to time
communicate to the CONSULTANT certain confidential information to enable the
CONSULTANT to effectively perform the services to be provided herein. The CONSULTANT
shall treat all such information as confidential and shall not disclose any part thereof without the
prior written consent of the CITY. The CONSULTANT shall limit the use and circulation of
such information, even within its own organization, to the extent necessary to perform the
services to be provided herein. The foregoing obligation of this Section 13, however, shall not
apply to any part of the information that (i) has been disclosed in publicly available sources of
information; (ii) is, through no fault of the CONSULTANT, hereafter disclosed in publicly
available sources of information; (iii) is already in the possession of the CONSULTANT without
any obligation of confidentiality; or (iv) has been or is hereafter rightfully disclosed to the
CONSULTANT by a third party, but only to the extent that the use or disclosure thereof has been
or is rightfully authorized by that third party.
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The CONSULTANT shall not disclose any reports, recommendations,
conclusions or other results of the services or the existence of the subject matter of this
Agreement without the prior written consent of the CITY. In its performance hereunder, the
CONSULTANT shall comply with all legal obligations it may now or hereafter have respecting
the information or other property of any other person, firm or corporation.
CONSULTANT shall be liable to CITY for any damages caused by breach of this
condition, pursuant to the provisions of Section 14.
15. HOLD HARMLESS AND INDEMNITY. The CONSULTANT agrees
to defend, indemnify and hold harmless the City of National City, its officers and employees,
against and from any and all liability, loss, damages to property, injuries to, or death of any
person or persons, and all claims, demands, suites, actions, proceedings, reasonable attorneys'
fees, and defense costs, of any kind or nature, including workers' compensation claims, of or by
anyone whomsoever, resulting from or arising out of the CONSULTANT'S performance or other
obligations under this Agreement; provided, however, that this indemnification and hold
harmless shall not include any claims or liability arising from the established sole negligence or
willful misconduct of the City, its agents, officers, or employees. The indemnity, defense, and
hold harmless obligations contained herein shall survive the termination of this Agreement for
any alleged or actual omission, act, or negligence under this Agreement that occurred during the
term of this Agreement.
16. WORKERS' COMPENSATION. The CONSULTANT shall comply
with all of the provisions of the Workers' Compensation Insurance and Safety Acts of the State
of California, the applicable provisions of Division 4 and 5 of the California Government Code
and all amendments thereto; and all similar State or federal acts or laws applicable; and shall
indemnify, and hold harmless the CITY and its officers, and employees from and against all
claims, demands, payments, suits, actions, proceedings, and judgments of every nature and
description, including reasonable attorney's fees and defense costs presented, brought or
recovered against the CITY or its officers, employees, or volunteers, for or on account of any
liability under any of said acts which may be incurred by reason of any work to be performed by
the CONSULTANT under this Agreement.
17. INSURANCE. A. The CONSULTANT, at its sole cost and expense,
shall purchase and maintain, and shall require its SUBCONSULTANT(S), when applicable, to
purchase and maintain throughout the term of this Agreement, the following checked insurance
policies:
A. ® If checked, Professional Liability Insurance (errors and
omissions) with minimum limits of $1,000,000 per occurrence.
B. Automobile Insurance covering all bodily injury and property
damage incurred during the performance of this Agreement, with a minimum coverage of
$1,000,000 combined single limit per accident. Such automobile insurance shall include owned,
non -owned, and hired vehicles ("any auto"). The policy shall name the CITY and its officers,
agents and employees as additional insureds, and a separate additional insured endorsement
shall be provided.
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C. [deleted]
D. Workers' Compensation Insurance in an amount sufficient to
meet statutory requirements covering all of CONSULTANT'S employees and employers'
liability insurance with limits of at least $1,000,000 per accident. In addition, the policy shall be
endorsed with a waiver of subrogation in favor of the City. Said endorsement shall be provided
prior to commencement of work under this Agreement.
If CONSULTANT has no employees subject to the California Workers'
Compensation and Labor laws, CONSULTANT shall execute a Declaration to that effect. Said
Declaration shall be provided to CONSULTANT by CITY.
E. The aforesaid policies shall constitute primary insurance as to the
CITY, its officers, employees, and volunteers, so that any other policies held by the CITY shall
not contribute to any loss under said insurance. Said policies shall provide for thirty (30) days
prior written notice to the CITY of cancellation or material change.
F. If required insurance coverage is provided on a "claims made"
rather than "occurrence" form, the CONSULTANT shall maintain such insurance coverage for
three years after expiration of the term (and any extensions) of this Agreement. In addition, the
"retro" date must be on or before the date of this Agreement.
G. Insurance shall be written with only California admitted companies
that hold a current policy holder's alphabetic and financial size category rating of not less than A
VIII according to the current Best's Key Rating Guide, or a company equal financial stability that
is approved by the City's Risk Manager. In the event coverage is provided by non -admitted
"surplus lines" carriers, they must be included on the most recent California List of Eligible
Surplus Lines Insurers (LESLI list) and otherwise meet rating requirements.
H. This Agreement shall not take effect until certificate(s) or other
sufficient proof that these insurance provisions have been complied with, are filed with and
approved by the CITY'S Risk Manager. If the CONSULTANT does not keep all of such insur-
ance policies in full force and effect at all times during the terms of this Agreement, the CITY
may elect to treat the failure to maintain the requisite insurance as a breach of this Agreement
and terminate the Agreement as provided herein.
I. All deductibles and self -insured retentions in excess of $10,000
must be disclosed to and approved by the CITY.
18. LEGAL FEES. If any party brings a suit or action against the other party
arising from any breach of any of the covenants or agreements or any inaccuracies in any of the
representations and warranties on the part of the other party arising out of this Agreement, then in
that event, the prevailing party in such action or dispute, whether by final judgment or out -of -
court settlement, shall be entitled to have and recover of and from the other party all costs and
expenses of suit, including attorneys' fees.
For purposes of determining who is to be considered the prevailing party, it is
stipulated that attorney's fees incurred in the prosecution or defense of the action or suit shall not
be considered in determining the amount of the judgment or award. Attorney's fees to the
prevailing party if other than the CITY shall, in addition, be limited to the amount of attorney's
fees incurred by the CITY in its prosecution or defense of the action, irrespective of the actual
amount of attorney's fees incurred by the prevailing party.
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19. MEDIATION/ARBITRATION. If a dispute arises out of or relates to
this Agreement, or the breach thereof, the parties agree first to try, in good faith, to settle the
dispute by mediation in San Diego, California, in accordance with the Commercial Mediation
Rules of the American Arbitration Association (the "AAA") before resorting to arbitration. The
costs of mediation shall be borne equally by the parties. Any controversy or claim arising out of,
or relating to, this Agreement, or breach thereof, which is not resolved by mediation shall be
settled by arbitration in San Diego, California, in accordance with the Commercial Arbitration
Rules of the AAA then existing. Any award rendered shall be final and conclusive upon the
parties, and a judgment thereon may be entered in any court having jurisdiction over the subject
matter of the controversy. The expenses of the arbitration shall be borne equally by the parties to
the arbitration, provided that each party shall pay for and bear the costs of its own experts,
evidence and attorneys' fees, except that the arbitrator may assess such expenses or any part
thereof against a specified party as part of the arbitration award.
20. TERMINATION. A. This Agreement may be terminated with or without
cause by the CITY. Termination without cause shall be effective only upon 60-day's written
notice to the CONSULTANT. During said 60-day period the CONSULTANT shall perform all
services in accordance with this Agreement.
B. This Agreement may also be terminated immediately by the CITY for
cause in the event of a material breach of this Agreement, misrepresentation by the
CONSULTANT in connection with the formation of this Agreement or the performance of
services, or the failure to perform services as directed by the CITY.
C. Termination with or without cause shall be effected by delivery of written
Notice of Termination to the CONSULTANT as provided for herein.
D. In the event of termination, all finished or unfinished Memoranda Reports,
Maps, Drawings, Plans, Specifications and other documents prepared by the CONSULTANT,
whether paper or electronic, shall immediately become the property of and be delivered to the
CITY, and the CONSULTANT shall be entitled to receive just and equitable compensation for
any work satisfactorily completed on such documents and other materials up to the effective date
of the Notice of Termination, not to exceed the amounts payable hereunder, and less any
damages caused the CITY by the CONSULTANT'S breach, if any. Thereafter, ownership of said
written material shall vest in the CITY all rights set forth in Section 6.
E. The CITY further reserves the right to immediately terminate this
Agreement upon: (1) the filing of a petition in bankruptcy affecting the CONSULTANT; (2) a
reorganization of the CONSULTANT for the benefit of creditors; or (3) a business
reorganization, change in business name or change in business status of the CONSULTANT.
21. NOTICES. All notices or other communications required or permitted
hereunder shall be in writing, and shall be personally delivered; or sent by overnight mail
(Federal Express or the like); or sent by registered or certified mail, postage prepaid, return
receipt requested; or sent by ordinary mail, postage prepaid; or telegraphed or cabled; or
delivered or sent by telex, telecopy, facsimile or fax; and shall be deemed received upon the
earlier of (i) if personally delivered, the date of delivery to the address of the person to receive
such notice, (ii) if sent by overnight mail, the business day following its deposit in such overnight
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mail facility, (iii) if mailed by registered, certified or ordinary mail, five (5) days (ten (10) days if
the address is outside the State of California) after the date of deposit in a post office, mailbox,
mail chute, or other like facility regularly maintained by the United States Postal Service, (iv) if
given by telegraph or cable, when delivered to the telegraph company with charges prepaid, or
(v) if given by telex, telecopy, facsimile or fax, when sent. Any notice, request, demand,
direction or other communication delivered or sent as specified above shall be directed to the
following persons:
To CITY:
To CONSULTANT:
Keith Fifield
Lieutenant
Police Department
City of National City
1200 National City Boulevard
National City, CA 91950-4301
Thomas Michael Herman Ph.D.
Thomas Herman Consulting
4118 Pepper Drive
San Diego, CA 92105
Notice of change of address shall be given by written notice in the manner
specified in this Section. Rejection or other refusal to accept or the inability to deliver because of
changed address of which no notice was given shall be deemed to constitute receipt of the notice,
demand, request or communication sent. Any notice, request, demand, direction or other
communication sent by cable, telex, telecopy, facsimile or fax must be confirmed within forty-
eight (48) hours by letter mailed or delivered as specified in this Section.
22. CONFLICT OF INTEREST AND POLITICAL REFORM ACT
OBLIGATIONS. During the term of this Agreement, the CONSULTANT shall not perform
services of any kind for any person or entity whose interests conflict in any way with those of the
City of National City. The CONSULTANT also agrees not to specify any product, treatment,
process or material for the project in which the CONSULTANT has a material financial interest,
either direct or indirect, without first notifying the CITY of that fact. The CONSULTANT shall
at all times comply with the terms of the Political Reform Act and the National City Conflict of
Interest Code. The CONSULTANT shall immediately disqualify itself and shall not use its
official position to influence in any way any matter coming before the CITY in which the
CONSULTANT has a financial interest as defined in Government Code Section 87103. The
CONSULTANT represents that it has no knowledge of any financial interests that would require
it to disqualify itself from any matter on which it might perform services for the CITY.
n If checked, the CONSULTANT shall comply with all of the reporting
requirements of the Political Reform Act and the National City Conflict of Interest Code.
Specifically, the CONSULTANT shall file a Statement of Economic Interests with the City Clerk
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of the City of National City in a timely manner on forms which the CONSULTANT shall obtain
from the City Clerk.
The CONSULTANT shall be strictly liable to the CITY for all damages, costs or
expenses the CITY may suffer by virtue of any violation of this Paragraph 21 by the
CONSULTANT.
23. PREVAILING WAGES.
State prevailing wage rates may apply to work performed under this
Agreement. State prevailing wages rates apply to all public works contracts as set forth in
California Labor Code, including but not limited to, Sections 1720,1720.2, 1720.3, 1720.4, and
1771. Consultant is solely responsible to determine if State prevailing wage rates apply and, if
applicable, pay such rates in accordance with all laws, ordinances, rules, and regulations.
24. MISCELLANEOUS PROVISIONS.
A. Computation of Time Periods. If any date or time period provided for in
this Agreement is or ends on a Saturday, Sunday or federal, state or legal holiday, then such date
shall automatically be extended until 5:00 p.m. Pacific Time of the next day which is not a
Saturday, Sunday or federal, state or legal holiday.
B. Counterparts. This Agreement may be executed in multiple counterparts,
each of which shall be deemed an original, but all of which, together, shall constitute but one and
the same instrument.
C. Captions. Any captions to, or headings of, the sections or subsections of
this Agreement are solely for the convenience of the parties hereto, are not a part of this
Agreement, and shall not be used for the interpretation or determination of the validity of this
Agreement or any provision hereof.
D. No Obligations to Third Parties. Except as otherwise expressly provided
herein, the execution and delivery of this Agreement shall not be deemed to confer any rights
upon, or obligate any of the parties hereto, to any person or entity other than the parties hereto.
E. Exhibits and Schedules. The Exhibits and Schedules attached hereto are
hereby incorporated herein by this reference for all purposes.
F. Amendment to this Agreement. The terms of this Agreement may not be
modified or amended except by an instrument in writing executed by each of the parties hereto.
G. Waiver. The waiver or failure to enforce any provision of this Agreement
shall not operate as a waiver of any future breach of any such provision or any other provision
hereof.
H. Applicable Law. This Agreement shall be governed by and construed in
accordance with the laws of the State of California.
I. Audit. If this Agreement exceeds ten -thousand dollars ($10,000), the
parties shall be subject to the examination and audit of the State Auditor for a period of three (3)
years after final payment under the agreement, per Government Code Section 8546.7.
J. Entire Agreement. This Agreement supersedes any prior agreements,
negotiations and communications, oral or written, and contains the entire agreement between the
parties as to the subject matter hereof. No subsequent agreement, representation, or promise
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made by either party hereto, or by or to an employee, officer, agent or representative of any party
hereto shall be of any effect unless it is in writing and executed by the party to be bound thereby.
K. Successors and Assigns. This Agreement shall be binding upon and shall
inure to the benefit of the successors and assigns of the parties hereto.
L. Construction. The parties acknowledge and agree that (i) each party is of
equal bargaining strength, (ii) each party has actively participated in the drafting, preparation and
negotiation of this Agreement, (iii) each such party has consulted with or has had the opportunity
to consult with its own, independent counsel and such other professional advisors as such party
has deemed appropriate, relative to any and all matters contemplated under this Agreement, (iv)
each party and such parry's counsel and advisors have reviewed this Agreement, (v) each party
has agreed to enter into this Agreement following such review and the rendering of such advice,
and (vi) any rule or construction to the effect that ambiguities are to be resolved against the
drafting party shall not apply in the interpretation of this Agreement, or any portions hereof, or
any amendments hereto.
IN WITNESS WHEREOF, the parties hereto have executed this Agreement on
the date and year first above written.
CITY OF NATIONAL CITY
By:
C r s Zapat
City Mana
PPROVED AS TO FORM:
is va
ity Atto
11
THOMAS HERMAN CONSULTING
By: %emu72,16M
Thomas Herman, Ph.D.
Principal, Thomas Herman Consulting
Thomas Herman Agmt
NCPD
Exhibit "A" — Scope of Work
In providing evaluation services to the National City Police Department (NCPD) in support of its
Cal EMA CEDV-SRP grant, CONSULTANT will take responsibility for the following activity:
Design a comprehensive progammatic evaluation that asssures sufficient documentation of
program activities, supports ongoing program improvement, and appropriately captures the
impact of the program in reducing trauma for, and increasing safety of Children Exposed to
Domestic Violence.
The completed evaluation design will take the form of a logic model and will specify all data
collection methods, data sources, and procedures for data analysis.
Assist with the identification of appropriate database to use in data collection and information
sharing, assuring that it adequately supports evaluation objectives.
Identify additional tools as necessary for collecting, storing, analyzing, and reporting evaluation
data. Meet with CEDV-SRP program staff monthly or as needed to provide ongoing management
of the evaluation process and report on findings as they become available. CONSULTANT will
perform evaluation work off of City of National City property, but may attend meetings as
needed on City of National City property to meet with CEDV-SRP staff for purposes of
communication.
Prepare written summaries of the evaluation activities, data, and findings for NCPD as needed or
required by the grant.
Prepare for submission to Cal EMA a report containing methodology and findings for a
comprehensive program evaluation covering the first two years, January 1, 2009 through
December 31, 2010, of operation to be submitted no later than June 30, 2011.
Collect qualitative data from the program staff on program functioning and challenges faced in
achieving program success.
Develop and conduct presentations on evaluations and evaluation findings for program
stakeholders identified by NCPD.
Total cost for all work shall not exceed $40,000 without prior written authorization from the
Project Coordinator. $20,000 (50%) of the costs will be invoiced and paid to the
CONSULTANT by Decmber 31, 2010. $10,000 (25%) will be invoiced and paid to the
CONSULTANT by March 31, 2011. Final $10,000 (25%) will be invoiced and paid to the
CONSULTANT by June 30, 2011. The Project Coordinator will verify the satisfactory progress
is being made prior to each payment.
The final $10,000 payment will be held if CONSULTANT does not satisfactorily complete the
CEDV evaluation.
12
Thomas Herman Agmt
NCPD
+•- CAI.IFONNIA +*
NATIONAL Orr
City of National City
(To be submitted only when there are no employees subject to Workers' Compensation)
DECLARATION AND ADDENDUM TO ALL CONTRACTS AWARDED TO: —
J
(Company Name)
For the purpose of inducing the City of National City to go forward with any contracts awarded
to I ,i°‘^^zs i n. A,5I+ �c (company name), I declare as
follows:
I, j I,.9vv'tzS 1;48 r(name) , �r� nc � �a� (title), am an
independent contractor for the purposes of the California Workers' Compensation and Labor
laws. I will hire no employees other than my parents, spouse, or children for work required for
any bid or contract awarded to my company.
All work required will be performed personally and solely by me, my parents, spouse, or
children. If, however, I shall ever be required to hire employees or Subcontractors to perform
this contract, I shall obtain Workers' Compensation Insurance and/or provide proof of Workers'
Compensation Insurance coverage to the City of National City.
This document constitutes a declaration by me against my financial interest, relative to any
claims I should assert under the California Workers' Compensation and/or Labor, laws against
the City of National City relating to any bid or contract awarded ! � z5 (71ex\
(company name).
I will defend, indemnify, and hold harmless the City of National City, its officers and employees,
from any and all claims and liability, including Workers' Compensation claims and liability that
may be asserted or established by any party in the event I hire an employee in violation of this
addendum, and I will further indemnify the City of National City, its officers and employees, for
all damages the City thereby suffers.
I agree that these declarations shall constitute an addendum to any bid awarded to:
earl 2.4"
Dated: %tug
(company name).
✓�ovti2-S c QI✓�vl Lv4--I5J1k��
(Company)
By: �Z'IY14, /4,(,'24/fri
(Signature of Authorized Representative)
avtizS2l✓�a+il
(Name and Title)
ACORD„ CERTIFICATE OF LIABILITY INSURANCE
DATE(MM/DD/YYYY)
August 23, 2010
PRODUCER
AUTO INSURANCE SPECIALISTS, LLC
PO BOX 6507
ARTESIA, CA 90702-6507
CA INSURANCE LIC. 0524784
INSURED
Thomas Herman
DBA:Thomas Herman Consultant
4118 Pepper Dr
San Diego, CA 92105
THIS CERTIFICATE IS ISSSUED AS A MATTER OF INFORMATION
ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE
HOLDER. THIS CERFICIATE DOES NOT AMEND, EXTEND OR
ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW.
INSURERS AFFORDING COVERAGE
INSURER A: Infinity Commercial Auto
INSURER B:
NAIC #
20260
INSURER C:
INSURER D:
INSURER E:
COVERAGES
THE POLICIES OF INSURANCE LSITED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTATNDING
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 EHREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH
POLICIES. AGGREGATE LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLIAIMS.
INSR
LTR
ADD'L
INSRO
TYPE OF INSURANCE
POLICY NUMBER
POLICY EFFECTIVE
DATE (MM/DD/YYI
POLICY EXPIRATION
DATE (MM/DO/YY)
LIMITS
GENERAL
LIABILITY
COMMERCIAL GENERAL LIABILITY
EACH OCCURENCE
$
DAMAGES TO RENTED
PREMISES (Ea occurrence)
$
CLAIMS MADE I ()cam
MED EXP (My one person)
$
PERSONAL & ADV INJURY
$
GENERAL AGGREGATE
$
GENE AGGREGATE LIMIT APPLIES PER:
PRODUCTS - COMP/OP AGG
$
PRO -
POLICY JECT n LOC
A
AUTOMOBILE
LIABILITY
504 7993 52000I
08/23/2010
08/23/2011
COMBINED SINGLE LIMIT
(Ea accident)
$ 1,000,000
ANY AUTO
ALL OWNED AUTOS
SCHEDULED AUTOS
HIRED AUTOS
NON -OWNED AUTOS
BODILY INJURY
(Per person)
$
X
X
BODILY INJURY
(Per accident)
$
X
PROPERTY DAMAGE
(Per accident)
$
GARAGE
LIABILITY
ANY AUTO
AUTO ONLY - EA ACCIDENT
$
OTHER THAN
AUTO ONLY:
EA ACC
$
AGG
$
EXCESS/UMBRELLA LIABILITY
EACH OCCURRENCE
$
OCCUR I I CLAIMS MADE
-J
AGGREGATE
$
DEDUCTIBLEL
RETENTION $
WORKERS COMPENSATION AND
EMPLOYERS' LIABILITY
ANY PROPRIETOR/PARTERN/EXECU IIVE
OFFICER/MEMBER EXCLUDED?
If yes, describe under
SPECIAL PROVISIONS below
WC STATU-
TORY LIMITS
OTH-
ER
$
E.L EACH ACCIDENT
$
E.I. DISEASE - EA EMPLOYEE
$
E.L. DIEASE -POLICY LIMIT
$
OTHER
DESCRIPTION OF OPERATIONS/LOCATIONSNEHICLESIEXCLUSIONS ADDED BY ENDORSEMENT/SPECIAL PROVISIONS
CITY OF NATIONAL CITY IS ADDED AS AN ADDITIONAL INSURED.
CANCELLATION
CITY OF NATIONAL CITY
1243 NATIONAL CITY BLVD
NATIONAL CITY, CA 91950
SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELED BEFORE THE EXPIRATION
DATE THEREOF, THE ISSUING INSURER WILL ENDEAVOR TO MAIL 10 DAYS WRITTEN NOTICE
TO THE CERTIFICATE HOLDER NAMED TO THE LEFT, BUT FAILURE TO DO SO SHALL IMPOSE
NO OBUCATION OR LIABIILTY OF ANY KIND UPON THE INSURER ITS AGENTS OR
REPRESENTATIVES
AUTHORIZED REPRENTATIVE
TO:0N.t r> 41r2 :
Namet Insursd and Address:
I hble s Mi 1s
41 I i PP 06.1)3 ... ..... ...-
Ki0FESSONAL L U
've ate:,.Septatriber2I. 2010
11'4e KM
EXCLUSION- Designated. Activities:'
Ttifs endorsement rneidthes tile insurance 'provided un t the fu€IPRIVATE EDUCATORS PROPESSfONALUASIUMPOLICY-
EXLI S1 S xS mend Odd`€
T 60!` of 0.15Phe #e: Clare for Ait r.Attl.at or art :any y s €f ' rotated:.
:kitho o.P A t%hj ig ekkrter hi*tft r 's nd editi activities:
inured 'watt.
Aft ether :tenytea € €diior
SAVERS
PROPERTY
& CASUALTY
INSURANCE
COMPANY
A member of Mmdow6rook4 lni roue Group
HOME OFFICE
11880 College Blvd. - Suite 500
Overland Park, KS 66210
(800)351-1411
A stock insurance company
DECLARATIONS PAGE
PRIVATE PRACTICE EDUCATORS PROFESSIONAL LIABILITY POLICY
THIS IS A CLAIMS MADE AND DEFENSE WITHIN
LIMITS POLICY. PLEASE READ IT CAREFULLY
Limits of Liability may be reduced or completely
exhausted by Defense Expenses, as defined in the policy
Policy No.: PED0394208
Association: MG M
Tab No. 041723
Renewal of: PED0394208
In consideration of the payment of premium when due, it Is agreed and understood that, solely with respect to
the Insured(s) set forth In Item #1 of this Declarations, the PRIVATE EDUCATORS PROFESSIONAL LIABILITY
POLICY on Form 44 10 PL applies as specified.
ITEM 1. NAMED INSURED and Address (number, street, city, county, state, zip code)
Herman, Thomas Michael
4118 Pepper Dr
San Diego, California 92105
ITEM 2. POLICY PERIOD (MM / DD / YY)
At 12:01 AM at the address shown Item 1. above.
09-23-10 09-23-11
Inception Date Expiration Date
ITEM 3. RETROACTIVE DATE: 09-23-08
Producer's Name & Address:
David J. Smith, Agent / Broker
c/o FORREST T. JONES & COMPANY, INC.
P.O. Box 418131
Kansas City, MO 64141-9131
Phone: (800) 821-7303
ITEM 4. Limits of Liability (including Defense Costs, Charges and Expenses):
A. Private Educators Professional Liability Acts or Omissions Per Claim Limit of Liability: $1,000,000.00
B. Private Educators Professional Liability Acts or Omissions Aggregate Limit for all Claims: $3,000,000.00
C. Off -Premises Liability Coverage Per Claim Limit for each Occurrence $
D. Off -Premises Liability Coverage E. Per Claim and Aggregate Limit for all Claims for
Aggregate Limit for all Claims: $ activities as a Board of Certification member: $25,000
F. Per Claim and Aggregate Limit G. Per Claim and Aggregate Limit for Psychologists
for Sexual Misconduct Defense & Counselors Defense Expense Coverage: N/A
Coverage: $25,000
ITEM 5. Deductible:
A. Private Educators Professional Liability Acts or Omissions Per Claim Deductible: $ 250.00
B. Off -Premises Liability Coverage Per Claim Deductible: $
ITEM 6. Basic Premium: $ 293.91 Surplus Lines Tax: $ 9.09 Total $ 303.00
ITEM 7. Insured(s Educational Specialty: As indicated in item #2 of attached application.
PAut ized Representative
k-ex•y71.,G1P;ef
07-22-10
Issue Date
4411 PL 08 04 Page 1 of 1
PRIVATE EDUCATORS PROFESSIONAL LIABILITY
041723
PRIVATE EDUCATORS PROFESSIONAL LIABILITY POLICY
( EXCESS CLAIMS MADE POLICY )
This Is a claims made Policy. Please read all provisions and contact your agent if you have
questions. Your policy limits coverage to only Claims where the act or omission causing the
Claim took place between the Retroactive Date and the end of the Policy Period. Your policy
applies only to Claims made against you during the Policy Period and reported to us in writing
during the Policy Period, or If applicable, within the Discovery Period.
In addition, your policy provides that Defense Expenses are Included within the Limit of Liability,
which means any Defense Expenses paid on your behalf will reduce amounts available to pay
Judgments.
Various provisions in this policy restrict coverage. Read the entire policy carefully to determine rights, duties and what
is and what is not covered.
Throughout this policy the words you and your refer to the named Insured listed in Item 1. of the Declarations, and
any other person or organization qualifying as an Insured under this policy. The words we, us and our refer to the
stock insurance company shown on the Declarations Page.
The word insured means any person qualifying as such under Section VI. WHO IS AN INSURED.
Other words and phrases that appear in bold are defined. in Section III. DEFINITIONS of this policy, in the context of
other terms and conditions of the policy, and any endorsements attached to the policy. In consideration of the
payment of the premium when due, and:
a. In reliance upon the statements made in the Application; and
b. Subject to the Limits of Liability, Deductibles, Exclusions, Definitions, Conditions and all other terms of this
policy, including those modified, replaced or added by endorsements we issue forming a part of this policy;
We agree with you as follows:
I. COVERAGE
A. Subject to the per Claim Limit of Liability and the Aggregate Limit for All Claims as stated in Items 4.A. and
4.B. of the Declarations, we will pay on your behalf all sums in excess of the deductible amount stated in
Item 5. of the Declarations that you shall become legally obligated to pay as damages and/or Defense
Expenses because of any Claim first made against you and reported in writing to us during the Policy
Period or any applicable Discovery Period, and caused by Private Educators Professional Liability
Acts or Omissions provided that such Private Educators Professional Liability Act or Omission was
committed:
1. During the Policy Period; or
2. Subsequent to the Retroactive Date, if any, set forth in the Declarations and prior to the end of the
Policy Period, provided that:
a. An Insured did not notify any insurer under any prior policy or policies of such Private Educators
Professional Liability Act or Omission;
b. Prior to the inception date of this policy, no insured knew or should have known that a Private
Educators Professional Liability Act or Omission had occurred or had a reasonable basis to
foresee that a Claim could be made against an Insured;
c. Prior to the inception date of this policy, no Claim has been made against an insured; and
d. The Insured has no other policy or policies that provide insurance for such Claim.
4410 PL 08 05 Includes copyrighted material of Insurance Services Office. Inc.. with its Demiission Pagel of 11
PRIVATE EDUCATORS PROFESSIONAL LIABILITY
041723
B. We shall have the right and duty to defend any Suit against the Insured seeking damages even if the Suit
is groundless, false or fraudulent, but only if such Suit qualifies for Private Educators Professional
Liability Acts or Omissions coverage under the terms of Section I. COVERAGE A., above, and under all
other terms and conditions of this policy. Our obligations with regard to the defense of such Suit shall be
limited to the Supplemental Payments set forth in Section II. SUPPLEMENTAL PAYMENTS, below.
C. We may at our discretion make such investigation and settlement of any Claim or Suit as we deem
expedient, but we shall not be obligated to pay any Claim or judgment from any Suit or to defend:
1. Any arbitration proceeding wherein we are not entitled to exercise the insured's rights in the choice
of arbitrators or in the conduct of such proceedings; or
2. Any Claim after the applicable Limit of Liability has been exhausted by payment of Defense
Expenses, judgment or settlement, combined. If the Insured refuses to consent to any settlement
recommended by us and acceptable to the claimant, our duty to defend shall then cease and you shall
thereafter, at your own expense, negotiate or defend such Claim or Suit independently of us and our
liability shall not exceed the amount of damages for which the Claim or Suit could have been settled
if such recommendation had been consented to by you.
D. We shall not be obligated with respect to Private Educators Professional Liability Acts or Omissions, to
pay damages or Defense Expenses under Section I. COVERAGE A. or to pay for or continue the defense
of any Claim we defend under Section I. COVERAGE B. after the respective applicable limit(s) of our
liability has been exhausted by such payment of damages or Defense Expenses, or after deposit of the
applicable limit of our liability with or subject to control of a court of competent jurisdiction.
No obligation to pay supplemental payments or any other liability of the Insured to pay sums or perform
acts or services is covered unless explicitly provided for under Section II. SUPPLEMENTAL PAYMENTS.
E. This policy applies to Private Educators Professional Liability Acts or Omissions, which take place
within the United States of America, its territories or possessions, or Canada.
F. The amounts we will pay for damages and Defense Expenses are limited as described in Section VII.,
LIMIT OF LIABILITY.
II. SUPPLEMENTAL PAYMENTS
Subject to, and not in addition to the applicable Limit of Liability, we will pay in defense of Claims we defend
under the terms of Section I. COVERAGE B., Private Educators Professional Liability Acts or Omissions:
1. All Defense Expenses incurred by us, all costs taxed against you in any Claim defended by us, and all
interest on the entire amount of any judgment which accrues after entry of the judgment and before we
have paid or tendered or deposited in court that part of the judgment which does not exceed the Limit of
Liability thereon;
2. Premiums on appeal bonds required in any Suit defended by us, premiums on bonds to release
attachments in any such Suit for an amount not in excess of the applicable Limit of Liability of this policy,
but we shall have no obligation to apply for or furnish any such bonds; and
3. Reasonable expenses incurred by you at our request in assisting us in the investigation and defense of any
Claim, other than actual loss of earnings.
III. DEFINITIONS
When used in reference to this policy, including any attachment forming a part of the policy:
A. Advertisement means a dissemination of information or images that has the purpose of inducing the sale
of your goods, products or services through:
1. a. Radio
b. Television;
c. Billboard;
d. Magazine;
e. Newspaper; or
2. Any other publication that is given widespread public distribution.
However, Advertisement does not include the design, printed material, information or images contained in,
on or upon the packaging or labeling of any goods or products.
44 10 PL 08 05
Includes copyrighted material of Insurance Services Office. Inc.. with its permission Paae 2 of 11
PRIVATE EDUCATORS PROFESSIONAL LIABILITY
041723
B. Advertising Idea means any idea for an Advertisement.
C. Aircraft includes but is not limited to heavier-than-air flying vehicles, helicopters, gliders, missiles or
spacecraft.
D. Bodily Injury shall mean physical injury, sickness, shock, mental anguish, mental illness, mental or
emotional distress, death or disease sustained by any person.
E. Claim shall mean the institution of a legal action against an Insured or the demand for money or services
based on one or more such covered acts or omissions.
F. Defense Expenses shall mean payments allocated to a specific Claim for investigation or defense,
including:
1. Fees and salaries of attorneys and paralegals we retain to defend a Claim, including attorneys and
paralegals who are our employees;
2. The cost of bonds to release attachments in any Claims we are defending, but only for bond amounts
within the applicable limit of insurance. We do not have to furnish these bonds;
3. Costs taxed against you in the Claim; or
4. Any other litigation expenses.
Defense Expenses do not include salaries and expenses of our employees (other than those described in
1. above) or your Employees, and does not include fees and expenses of independent adjusters we hire.
Defense Expenses are not damages.
G. Discovery Period shall mean the period of time applicable as set forth under Section VIII. DISCOVERY
PERIOD AND EXTENDED REPORTING PERIOD, and refers to the amount of time you have to report
Claims following the expiration or termination of this policy, based on whether you have selected, and we
have agreed to provide:
1. A Basic Discovery Period of sixty (60) days; or
2. An Extended Discovery Period of twelve (12) months.
H. Employee shall mean a person employed by you in a professional educational capacity. But Employee
does not include any Independent Contractor or any employee of any Independent Contractor.
I. Executive Officer means a person holding any of the officer positions created by your charter, constitution,
by-laws or any other similar governing document.
J. Independent Contractor shall mean a person or entity whose services correspond with your educational
specialty and with whom you share fees, bill for or derive income in any way. Independent Contractor
does not include your Employees. For tax purposes, Independent Contractors do not receive W-2 forms
from you; instead, they are considered Form 1099 recipients.
K. First Named insured means the person or entity first named in Item 1. of the Declarations of this policy.
L. Offense means an offense described in the definition of. Personal and Advertising Injury. All Personal
and Advertising Injury arising out of the same or similar material, regardless of the mode in which such
material is communicated, shall be considered as arising solely out of one Offense.
M. Personal and Advertising Injury means injury, other than Bodily Injury arising out of your business and
arising out of one or more of the following Offenses:
1. False arrest, detention or imprisonment;
2. Malicious prosecution;
3. The wrongful eviction from, wrongful entry into, or invasion of the right of private occupancy of a room,
dwelling or premises that a person occupies, committed by or on behalf of its owner, landlord or lessor;
4. Oral or written publication of material that slanders or libels a person or disparages a person's or
organization's goods, products or services;
5. Oral or written publication of material that violates a person's right of privacy;
6. Copying, in your Advertisement, a person's or organization's Advertising Idea or style of
Advertisement; or
7. Infringement of copyright, slogan or title of any literary or artistic work, in your Advertisement.
4410 PL 08 05 Includes coovriahted material of Insurance Services Office. Inc.. with its permission Page 3 of 11
PRIVATE EDUCATORS PROFESSIONAL LIABILITY
041723
N. Policy Period shall mean the period beginning with the inception date shown in the Declarations and
ending with the earlier of:.
1. The date of cancellation of this policy; or
2. The expiration date shown in the Declarations.
O. Private Educators Professional Liability Acts or Omissions shall mean liability arising solely out of:
1. Activities in the performance of your professional educational duties in your capacity as set forth in
Item 7. of the Declarations, as an educator and for which you have received formal, specialized
training;
2. Acts or omissions in the performance of the professional educational duties, set forth in Section 111.0.1.
above, of you or any Employee under your direct supervision for whose acts you are legally liable,
subject to the terms, conditions and exclusions of this policy.
3 Acts or omissions in the performance of the professional educational duties, set forth in Section 111.0.1.
above, of any Independent Contractor of yours for whose acts you are legally liable, subject to the
terms, conditions and exclusions of this policy. This coverage does not extend to the Independent
Contractor him/ her/ itself; it only applies to you. Independent Contractors of yours are not Insureds
hereunder.
Private Educators Professional Liability Acts or Omissions can involve a single, sudden event or the
continuous or repeated exposure to conditions. If the latter, the exposure shall be regarded as a single
Private Educators Professional Liability Act or Omission and shall be deemed to have taken place in its
entirety as of the first exposure to such condition.
P. Property Damage shall mean:
1. Physical injury to tangible property, including all resulting loss of use of that property. All such loss of
use shall be deemed to occur at the time of the physical injury that caused it; or
2. Loss of use of tangible property that is not physically injured. All such loss of use shall be deemed to
occur at the time of the occurrence that caused it.
For purposes of this insurance, electronic data is tangible property. As used in this definition, electronic data
means information, facts or programs stored as or on, created or used on, or transmitted to or from
computer software, including systems and applications software, hard or floppy disks, CD-ROMs, tapes,
drives, cells, data processing devices or any other media which are used with electronically controlled
equipment.
Q. Retroactive Date shall mean the specific date entered in the Declarations, or if no entry, the policy
Inception Date shown in the Declarations.
R. Suit includes, but is not limited to, civil legal actions and arbitration proceedings to which you are required
to submit or to which you have submitted with our consent.
IV. EXCLUSIONS
This policy does not apply to Claims for or arising out of or in any way related to:
A. Activities not conducted in the scope or performance of your professional educational duties in your
capacity as set forth in Item 7. of the Declarations and Section III. 0.1. as an educator and for which you
have received formal, specialized training;
B. Liability assumed by you under any contract or agreement, whether, such contract is express or implied, in
law or in fact. This exclusion does not apply to that part of any contract or agreement pertaining to your
business as stated in Item 7. of the Declarations (including an indemnification of a municipality in
connection with work performed for a municipality) under which you assume the tort liability of another party
to pay for Claims caused by Private Educators Professional Liability Acts or Omissions to a third
person or organization. Tort liability means a liability that would be imposed by law in the absence of any
contract or agreement.
C. Liability of you as a school board member, board of certification member, or an association board member;
D. Any obligation for which any entity may be held liable under any Workers Compensation, unemployment
compensation, or disability benefits laws, or any similar law;
E. Any injury, sickness, disease, death or destruction due to war, whether or not declared, civil war,
insurrection, rebellion or revolution, or to any act or condition incident to any of the foregoing;
4410 PL 08 05 Includes copvriahted material of Insurance Services Office. Inc.. with its permission Pape 4 of 11
PRIVATE EDUCATORS PROFESSIONAL LIABILITY
041723
F. The rendering of or instruction in any dental, mental health, psychological, medical or surgical services or
the omission thereof;
a Fines, penalties, punitive or exemplary damages;
H. Property Damage
I. Any injury or damage caused intentionally by or at your direction;
J. Liability arising out of the ownership, maintenance, operation, use, loading or unloading of automobiles,
buses, all other motor vehicles, draft or saddle animals, vehicles for use therewith, watercraft or Aircraft
owned, operated or hired by you or your employer, or used by you for the purpose ofinstruction in their use,
or to liability arising out of the employment of or supervision of Employees in connection with the
preceding.
K. Any actual or alleged sexual misconduct, regardless of whether such conduct is alleged to be intentional
or negligent, and regardless of whether such conduct is alleged to be committed by you or by any other
person for whose acts you are alleged to be legally liable;
L. Any dishonest, fraudulent or malicious act or omission by you or of any person for whose acts you are
legally liable, but only if a judgment or other final adjudication establishes affirmative dishonest, fraudulent
or malicious intent on your part material to the cause of action so adjudicated;
M. Any criminal charges arising out of alleged criminal conduct by you or of any person for whose acts you are
legally liable, except as provided in a Sexual Misconduct endorsement, if any, attached by us to this policy;
N. Your activities as a fiduciary under the Employee Retirement Income. Security Act of 1974 and any
amendments thereto or any regulations or orders issued pursuant thereto;
O. Any injury or damage arising out of a Pollution Hazard. In addition, we have no obligation under this
insurance:
1. To investigate, settle or defend any Claim against any Insured alleging actual or threatened injury or
damage of any nature or kind to persons or property which arises out of or would not have occurred
but for the Pollution Hazard; or
2. To pay any judgments, settlements, damages, costs or expenses that may be awarded or incurred by
reason of any such Claim or any such injury or damage, or in complying with any action authorized by
law and relating to such injury or damage.
As used in this exclusion, Pollution Hazard shall mean an actual exposure or threat of exposure to the
corrosive, toxic or other harmful properties of any solid, liquid, gaseous or thermal pollutants, contaminants,
irritants or toxic substances, including smoke, vapors, soot, fumes, acids or alkalis, and waste materials
consisting of any of the foregoing.
P. Liability for defense or indemnification of Claims against you for any damages or injuries associated with
or arising out of Human Immunodeficiency Virus (HIV) or Acquired Immune Deficiency Syndrome (AIDS).
Q. Claims seeking non -pecuniary relief.
R. The sale or furnishing of any food or beverage, whether in a cafeteria or otherwise.
S. 1. Injury or damage arising out of or related to the presence of, suspected presence of, or exposure to:
(a) Fungi, including but not limited to mold, mildew, and yeast;
(b) Bacteria
(c) Viruses; or
(d) Dust, spores, odors, particulates or byproducts, including but not limited to mycotoxins and
endotoxins, resulting from any of the organisms listed in (a), (b), or (c) above, from any source
whatsoever.
2. Any loss, cost or expense arising out of the testing for, monitoring of, cleaning up of, removal of,
containment of, treatment of, detoxification of, neutralization of, remediation of, disposal of, or any
other response to or assessment of, the effects of any of the items in 1(a), (b), (c) or (d) above, from
any source whatsoever.
T. Any damages, judgments, settlements, loss, costs or expenses that:
1. May be awarded or incurred by reason of any Claim alleging actual or threatened injury or damage of
any nature or kind to persons or property which arises out of or would not have occurred in whole or in
part but for the Lead Hazard; or
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PRIVATE EDUCATORS PROFESSIONAL LIABILITY
041723
2. Arise out of any request, demand or order to:
(a) Identify, abate, test for, sample, monitor, clean up, remove, cover, contain, treat, detoxify,
decontaminate, neutralize or mitigate or in any way respond to or assess the effects of the Lead
Hazard; or
(b) Repair, replace or improve any property as a result of such effects;
3. Arise out of any Claim or any Suit for damages because of:
(a) Identification of, abatement of, testing for, sampling, monitoring, cleaning up, removing, covering,
containing, treating, detoxifying, decontaminating, neutralizing or mitigating or in any way
responding to or assessing the effects of the Lead Hazard; or
(b) Repairing, replacing or improving any property as a result of such effects.
As used in this exclusion, Lead Hazard means an exposure or threat of exposure to the actual or
alleged properties of lead and includes the mere presence or suspected presence of lead in any form
or combination.
U. Any damages, judgments, settlements, loss, costs or expenses that:
1. May be awarded or incurred by reason of any Claim alleging actual or threatened injury or damage of
any nature or kind to persons or property which would not have occurred in whole or in part but for the
Asbestos Hazard;
2. Arise out of any request, demand or order to test for, monitor, clean up, remove, encapsulate, contain,
treat, detoxify or neutralize or in any way respond to or assess the effects of an Asbestos Hazard; or
3. Arise out of any Claim for damages because of testing for, monitoring, cleaning up, removing,
encapsulating, containing, treating, detoxifying or neutralizing or in any way responding to or
assessing the effects of an Asbestos Hazard.
As used in this exclusion, Asbestos Hazard means an exposure or threat of exposure to. the actual or
alleged properties of asbestos and includes the mere presence of asbestos in any form.
V. The gaining, in fact, of any personal profit or advantage to which you are not legally entitled, or out of any
disputes involving your fees or charges;
W. Personal and Advertising injury
X. Failure to effect or maintain any insurance or bond;
Y. Bodily Injury
Z. Any Claim brought by one Insured against another Insured because of damages arising out of a Private
Educators Professional Liability Act or Omission;
AA. Any Claim for which you are afforded coverage (or would be afforded coverage, but for the exhaustion of
the Limits of Liability thereof) under any policy of which this policy is a renewal or replacement.
V. CONDITIONS
A. Insured's Duty in the Event of a Private Educators Professional Liability Act or Omission, Claim, or
Suit
1. In the event of Private Educators Professional Liability Act or Omission or a Claim or
circumstances which could reasonably give rise to a Claim, written notice containing particulars
sufficient to identify any insured and all reasonably obtainable information with respect to the time,
place and circumstances thereof, and the names and addresses of the injured and available
witnesses, shall be given by or for you to our designee as follows:
David J. Smith, Agent/Broker
c/o Forrest T. Jones & Company, Inc.
ATTN: Professional Liability Claim Department
P.O. Box 418131
Kansas City, MO 64141
(800) 821-7303 extension 266
Any Claim subsequently arising from such duly reported circumstance shall be deemed under the
policy to be a Claim made during the Policy Period in which the Private Educators Professional
Liability Act or Omission is duly reported to us.
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2. If a Claim or Suit is brought against you, you shall immediately forward to us or ouradministrator every
demand, notice, summons, or other process received by you or your representative.
3. You shall cooperate with us and upon our request shall assist in making settlements, in the conduct
of Suits or Claims and in enforcing any right of contribution or indemnity against any person or
organization who may be liable to you because of any injury or damage with respect to which
protection is afforded under this policy. You shall attend hearings and trials and assist in securing and
giving evidence and obtaining the attendance of witnesses. You shall not, except at your own cost,
voluntarily make any payment, assume any obligation, or incur any expense or admit liability; any such
action without our prior written consent shall void coverage for such Claim.
B. Action Against Us
No action shall lie against us unless, as a condition precedent thereto, there shall have been full
compliance with all of the terms of this policy, or until the amount of your obligation to pay shall have been
finally determined either by judgment or by written agreement of you, the claimant and us, or until we have
been given a period of thirty (30) days after notice thereof in which to discharge our obligations hereunder.
C. Cancellation Clause
You may cancel this policy by surrender thereof to us or any of our authorized agents, or by mailing to us
written notice stating when thereafter the cancellation shall be effective.
This policy may also be canceled by or on our behalf, at our absolute discretion, by delivering to you or by
mailing to you by certified mail or other first class mail, at your address as shown in this policy, written notice
stating when, not less than sixty (60) days thereafter, the cancellation shall be effective. The mailing of
such notice as aforesaid shall be sufficient proof of notice and this policy shall terminate at the date and
hour specified in such notice.
If this policy shall be canceled by you, we shall return 90% of the unearned premium. If this policy shall be
canceled by or on behalf of us, we shall retain the pro rata portion of the premium. Payment or tender of any
unearned premium by us shall not be a condition precedent to the effectiveness of cancellation, but such
payment shall be made as soon as practicable.
If we elect not to renew this policy, we shall provide you with no less than sixty (60) days advance notice
thereof. If the period of limitation relating to the giving of notice is prohibited or voided by any law controlling
the construction thereof, such period shall be deemed to be amended so as to be equal to the minimum
period of limitation permitted by such law.
D. Excess Insurance
This policy was written and priced to reflect the intent of all parties that this policy is in excess of any and all
other defense and indemnification arrangements and/or insurance policies, whether primary, excess,
umbrella, or contingent and whether collectible or not, to which you or any Insured is entitled or should have
been entitled, by contract or operation of law, to coverage or to payment of defense and/or indemnification.
Further, it is the intent of the parties that the coverage afforded herein does not apply if you have other valid
and collectible insurance of any kind whatsoever, whether primary or excess, or if you are entitled to
defense or indemnification from any other source whatsoever, including such sources as state statutory
entitlements or provisions, with regard to such Claim, except in respect of any excess beyond the amount
which would have been payable under such other policy or policies or defense or indemnification
arrangement had this policy not been in effect. You shall cooperate with us to determine the existence,
availability and coverage of any such other insurance or defense or indemnification arrangement.
E. Subrogation
In the event of any payment under this policy, we shall be subrogated to all your rights of recovery against
any person or organization and you shall execute and deliver instruments and papers and do whatever
else is necessary to secure such rights. You shall do nothing to prejudice such rights.
F. Assignment
Assignment of interest under this policy shall not bind us unless our consent is first endorsed hereon.
G. Special Rights and Duties of the Named Insured
This policy has been issued at the request of the Named Insured shown in Item 1. of the Declarations. The
First Named Insured is:
1. Responsible for the payment of all premiums and deductibles; and
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2. Authorized to act on behalf of all Insureds with respect to all matters relating to this policy. Such
matters include the giving and receiving of notice of cancellation or nonrenewal, the making of
changes in the policy terms, the making of representations on the application and the receipt of
unearned premium.
H. Representations
By accepting this policy, you agree as a condition precedent to our obligations hereunder:
1. That the statements made in the Declarations, application and in its attachments and any materials
submitted therewith are true and are the basis of this policy and are to be considered as incorporated
into and constitute a part of this policy;
2. That the statements made in the Declarations, application and in its attachments and any material
submitted therewith are your representations; and that such representations shall be deemed material
to the acceptance ofthe risk of the hazard assumed by us under this policy and that this policy is
issued in reliance upon the truth of such representations; and
3. That in the event that the Declarations, application, including its attachments and any materials
submitted therewith, contains misrepresentations which materially affect either the acceptance of the
risk or the hazard assumed by us under this -policy, this policy, in its entirety, shall be void and of no
effect whatsoever.
I. Non -waiver of Policy Terms
Notice to any agent or knowledge possessed by any agent or by any other person shall not effect a waiver
or a change in any part of this policy or estop us from asserting any right under the terms of this policy. The
terms of this policy may not be waived or changed, except by endorsement issued to form a part of this
policy and signed by our authorized representative.
J. Bankruptcy of Insured
Bankruptcy or insolvency of the Insured or the Insured's estate shall not relieve us of our obligations
hereunder.
VI. WHO IS AN INSURED
A. If you are designated in the Declarations as:
1. An individual, you and your spouse are insureds, but only with respect to the conduct of a business of
which you are the sole owner.
2. A partnership or joint venture, you are an insured. Your members, your partners, and their spouses are
also insureds, but only with respect to the conduct of your business.
3. A limited liability company, you are an insured. Your members are also insureds, but only with respect
to the conduct of your business. Your managers are insureds, but only with respect to their duties as
your managers.
4. An organization other than a partnership, joint venture or limited liability company, you are an insured.
Your Executive Officers and directors are insureds, but only with respect to their duties as your
officers or directors. Your stockholders are also insureds, but only with respect to their liability as
stockholders.
B. Each of the following is also an Insured:
1. Your Employees, other than either your Executive Officers (if you are an organization other than a
partnership, joint venture or limited liability company) or your managers (if you are a limited liability
company), 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 damages arising out
of Private Educators Professional Liability Acts or Omissions:
(1) To you, to your partners or members (if you are a. partnership or joint venture), to your
members (if you are a limited liability company), or to a co -Employee while in the course of
his or her employment or while performing duties related to the conduct of your business;
(2) To the spouse, child, parent, brother or sister of that co -Employee as a consequence of
paragraph (a) (1) above;
(3) For which there is any obligation to share damages with or repaysomeone else who must
pay damages because of the injury described in paragraphs (a)(1) or (a)(2) above; or
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2. Any organization you newly acquire or form, other than a partnership, joint venture or limited liability
company, which is a legally incorporated entity of which you own a financial interest of more than 50%
of the voting stock, will qualify as a Named Insured if there is no similar insurance available to that
organization. However:
a. Coverage under this provision is afforded only until the 90th day after you acquire or form the
organization or the end of the Policy Period, whichever is earlier,
b. This provision does not apply to any Claim caused by Private Educators Professional Liability
Acts or Omissions that occurred before you acquired or formed the organization.
No person or organization is an insured with respect to:
1. 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; or
2. Any newly acquired organization that has not been reported within the time period in the provisions set
forth in paragraph 2.a. above, and that is not shown as a Named Insured in the Declarations.
VII. LIMIT OF LIABILITY
A. The Aggregate Limit for all Claims as stated in Item 4.B. of the Declarations is the maximum amount we
will pay as damages and Defense Expenses for the aggregate of all Claims against any Insured in which
first written notice is given to us during the annual Policy Period and Discovery Period, combined.
The per Claim Limit, as stated in Item 4.A. of the Declarations, shall be that Limit of Liability in effect in the
annual Policy Period during which first written notice is given to us. If, however, you knew of circumstances
that could reasonably result in a Claim and subsequently renewed the policy and/or increased the limits,
then the applicable Limit of Liability shall be that amount in effect at the time the Private Educators
Professional Liability Act or Omission was first committed.
Additional Claims, whenever made, which arise out of the same covered Private Educators Professional
Liability Act or Omission as a Claim already made by written notice given to us, shall be considered first
made during the annual Policy Period (or Discovery Period) in which the. earliest Claim arising out of
such covered Private Educators Professional Liability Act or Omission was first made by written notice
given to us, and all such related Claims shall be subject to the same Limit of Liability.
Regardless of the number of policies an insured might have from us, our maximum Limit of Liability shall
be the highest limit of any one policy and/or endorsement applicable to the specific Claim.
B. All defense costs, charges and expenses shall first be subtracted from the Limit of Liability with the
remainder, if any, being the amount available to pay Damages.
C. We shall only be liable for those amounts payable which are in excess of the deductible stated in Item 5.
A. of the Declarations. This deductible shall apply to each Claim and shall be borne by you and remain
uninsured.
We shall only be liable for those amounts payable under this policy which are in excess of any applicable
deductible. Any applicable deductible shall apply separately to each Claim and shall be borne by the
insured and remain uninsured. The Deductible shall not reduce or increase the Limits of Liability.
Each Insured under the policy is jointly and severally liable for the payment of any applicable Deductible.
Upon our written demand, the Deductible shall be paid within thirty (30) days. We shall have the right, but
not the obligation, to advance sums on your behalf within the Deductible. If you fail, after demand, to
reimburse us for any sum advanced by us within the Deductible, we may bring suit to recover such
amounts and shall also be entitled to recover interest from the date of demand, and attorneys' fees and
costs incurred in bringing such suit.
D. The inclusion herein of more than one Insured in any Claim or the making of Claims by more than one
person or organization shall not increase our Limit of Liability. All Claims made against an insured arising
out of a Private Educators Professional Liability Act or Omission or a series of continuous, repeated or
related acts, errors or omissions shall be treated as a single Claim and only one Deductible amount set
forth in Item 5. of the Declarations and the Limit of Liability for each Claim set forth in 4.A. of the
Declarations shall apply. All such Claims, whenever made, shall be considered first made when the earliest
Claim arising out of such Private Educators Professional Liability Act or Omission was first made, and
all such Claims shall be subject to the same Limit of Liability for each Claim set forth in Item 4.A. of the
Declarations. The bringing of one Suit or proceeding by one or more claimants shall always be treated as
a single Claim, regardless of whether such Suit or proceeding alleges a single Private Educators
Professional Liability Act or Omission or a series of related or unrelated acts, errors or omissions.
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VIII. DISCOVERY PERIOD AND EXTENDED DISCOVERY PERIOD
A. Basic Discovery Period
1. Regardless of why this policy is canceled or non -renewed, we will automatically provide a Basic
Discovery Period starting with the end of the Policy Period and lasting for a period of sixty (60) days.
The Basic Discovery Period is provided at no charge.
2. The Basic Discovery Period:
a. Does not extend the Policy Period or change the scope of coverage provided; and
•b. Only applies to covered activities, acts or omissions committed before the end of the Policy
Period but not before the Retroactive Date, if any, shown in the Declarations.
3. The Basic Discovery Period does not apply to Claims that are covered under any subsequent
insurance purchased by the Insured, or that would be covered but for exhaustion of the amount of
insurance applicable to such Claims.
B. Extended Discovery Period
1. If this policy is canceled for any reason other than non-payment of premium or deductible or
non -renewed, we will offer, for an additional premium, an Extended Discovery Period.
2. An Extended Discovery Period:
a. Does not extend the Policy Period;
b. Only applies to Claims for Private Educators Professional Liability Acts or Omissions
committed before the end of the Policy Period but not before the Retroactive Date, if any, shown
in the Declarations; and
c. Does not apply to any other coverage other than in b. immediately above.
3. Subject to all the terms of this Section VIII., you may select a twelve (12) month Extended Discovery
Period that. starts with the end of the Policy Period and extends for twelve (12) months.
4. The additional premium for the Extended Discovery Period Option shall be 75% of the full expiring
annual premium.
5. We will issue an Extended Discovery Period endorsement only if:
a. You request it within sixty (60) days of the end of the Policy Period;
b. You have paid all premiums due for this policy at the time you request an Extended Discovery
Period Endorsement; and
c. You promptly pay when due the additional premium for the endorsement.
6. if you have selected a twelve (12) month Extended Discovery Period, coverage under this policy is
excess over any valid and collectible insurance available under policies in force after such twelve (12)
month Extended Discovery Period starts.
C. All Discovery Periods, including the Basic Discovery Period and the Extended Discovery Period Option:
1. Do not reinstate or increase the Limits of Liability. The Limits of Liability for any Discovery Period shall
be a part of, and not in addition to, the Limits of Liability listed on the Declarations. This applies
regardless of the number and type of Discovery Periods issued, the number of involved insureds, or
any other factors;
2. Are not renewable; and
3. Cannot, once in effect, be canceled. We need not return any part of the premium paid for any reason
whatsoever.
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041723
IX. NUCLEAR ENERGY LIABILITY EXCLUSION (BROAD FORM)
A. This policy does not apply:
1. To any injury or damage:
a. With respect to which an Insured under the policy is also an insured under a nuclear energy
liability policy issued by Nuclear Energy Liability Insurance Association, Mutual Atomic Energy
Liability Underwriters, Nuclear Insurance Association of Canada or any of their successors, or
would be an insured under any such policy but for its termination upon exhaustion of its limit of
liability; or
b. Resulting from the Hazardous Properties of Nuclear Material and with respect to which i. any
person or organization is required to maintain financial protection pursuant to the Atomic Energy
Act of 1954, or any law amendatory thereof, or ii. the Insured is, or had this policy not been issued
would be, entitled to indemnity from the United States of America, or any agency thereof, under
any agreement entered into by the United States of America, or any agency thereof, with any
person or organization.
2. To any injury or damage resulting from the Hazardous Properties of Nuclear Material if:
a. The Nuclear Material i. is at any Nuclear Facility owned by, or operated by or on behalf of, an
Insured or ii. has been discharged or dispersed therefrom;
b. The Nuclear Material is contained in Spent Fuel or Waste at any time possessed, handled,
used, processed, stored, transported or disposed of, by or on behalf of an insured; or
c. The injury or damage arises out of the furnishing by an Insured of services, materials, parts or
equipment in connection with the planning, construction, maintenance, operation or use of any
Nuclear Facility.
B. As used in this exclusion:
Hazardous Properties include radioactive, toxic or explosive properties.
Nuclear Material shall mean Source Material, Special Nuclear Material or By -Product Material.
Source Material, Special Nuclear Material, and/or By -Product Material have the meanings given them
in the Atomic Energy Act of 1954 or in any law amendatory thereof.
Spent Fuel shall mean any fuel element or fuel component, solid or liquid, which has been used or exposed
to radiation in a Nuclear Reactor.
Waste shall mean any waste material:
1. Containing By -Product Material other than the tailings or wastes produced by the extraction or
concentration of uranium or thorium from any ore processed primarily for its Source Material content;
and
2. Resulting from the operation by any person or organization of any Nuclear Facility included under the
first two paragraphs of the definition of Nuclear Facility.
Nuclear Facility shall mean:
1. Any Nuclear Reactor;
2. Any equipment or device designed or used for: a. separating the isotopes of uranium or plutonium; b.
processing or utilizing Spent Fuel; or c. handling, processing or packaging Waste;
3. Any equipment or device used for the processing, fabricating or alloying of Special Nuclear Material
if at any time the total amount of such material in the custody of the Insured at the premises where
such equipment or device is located consists of or contains more than 25 grams of plutonium or
uranium 233 or any combination thereof, or more than 250 grams of uranium 235; or
4. Any structure, basin, excavation, premises or place prepared or used for the storage or disposal of
Waste;
and includes the site on which any of the foregoing is located, all operations conducted on such site and
all premises used for such operations.
Nuclear Reactor shall mean any apparatus designed or used to sustain nuclear fission in a self-supporting
chain reaction or to contain a critical mass of fissionable material.
Injury or damage includes all forms of radioactive contamination of property.
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PRIVATE EDUCATORS PROFESSIONAL LIABILITY
Tab Number: 041723 Effective Date: 09-23-10
Named Insured and Address:
Herman, Thomas Michael
4118 Pepper Dr
San Diego, California 92105
THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY.
BOARD OF CERTIFICATION ENDORSEMENT
DEFENSE EXPENSE COVERAGE
This endorsement modifies the insurance provided under the following:
PRIVATE EDUCATORS PROFESSIONAL LIABILITY POLICY
Item 1. Section IV. EXCLUSIONS C. is deleted and replaced by the following:
C. Liability assumed by you as a school board member, board of certification member, or association
board member.
EXCEPTION
However, we will reimburse you, subject to Item 2. below, for reasonable and necessary attomey's
fees incurred in the defense of an action or proceeding for alleged errors or omissions arising out of
your activities as a board of certification member, but without obligation to furnish such attorney.
Item 2. We will reimburse you for 90% of the reasonable and necessary attorney's fees incurred by you under Item
1. above, subject to a maximum payment by us of the per Claim and Aggregate Limit for Defense
Expenses as set forth in item 4. E. of the Declarations where those fees are incurred in the defense of any
Claim alleging errors or omissions arising out of your activities as a board of certification member during the
Policy Period or subsequent to the Retroactive Date, if any, provided, however, that reimbursement under
this paragraph is available only if:
a. You did not notify any insurer under any prior policy or policies of such activity;
b. Written notice is given to us during the Policy Period or Discovery Period;
c. Prior to the inception date of this policy, you did not know or should not have known of an activity
which could result in a proceeding against you;
d. Prior to the inception date of this policy, no Claim has been made against an Insured; and
e. You have no other policy or policies that provide insurance for such Claim.
Item 3. In no event are damages covered.
Item 4. No coverage under this endorsement is available under any applicable Extended Discovery Period.
All other terms and conditions of this policy remain unchanged.
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PRIVATE EDUCATORS PROFESSIONAL LIABILITY
Tab Number: 041723 Effective Date: 09-23-10
Named Insured and Address:
Herman, Thomas Michael
4118 Pepper Dr
San Diego, California 92105
THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY.
SEXUAL MISCONDUCT - DEFENSE EXPENSE COVERAGE
This endorsement modifies the insurance provided under the following:
PRIVATE EDUCATORS PROFESSIONAL LIABILITY POLICY
Item 1. Section IV. EXCLUSIONS K. and M. are deleted and replaced by the following:
K. Any actual or alleged sexual misconduct, regardless of whether such conduct is alleged to be
intentional or negligent, and regardless of whether such conduct is alleged to be committed by you or
by any other person for whose acts you are alleged to be legally liable.
EXCEPTION
If the incident alleged to constitute an act of sexual misconduct, abuse or misbehavior or an act of
erotic physical contact is caused by a Private Educators Professional Liability Act or Omission
then we will reimburse you, subject to Item 2. below, for reasonable and necessary attorneys fees
incurred in the defense of an action or proceeding alleging intentional or negligent sexual misconduct,
abuse or misbehavior or an act of erotic physical contact but without obligation to furnish such
attorney.
M. Any criminal charges arising out of alleged criminal conduct by you or of any person for whose acts
you are legally liable, except as provided in this endorsement.
Item 2. We will reimburse you for 90% of the reasonable and necessary attorneys' fees incurred by you in Item 1.
above, subject to a maximum payment by us of the Sexual Misconduct Defense Coverage Limit stated in
Item 4. F. of the Declarations where those fees are incurred in the defense of any sexual misconduct civil
Claim or criminal complaint that was filed during the Policy Period or the Basic Discovery Period as a
result of Item 1. above, and for which you gave us written notice during the Policy Period or Basic
Discovery Period, provided, however:
a. Reimbursement for criminal Claims under this section is available only if:
(1) (a) You plead not guilty to any charge or reduced or substituted charge. A plea of no contest
will not qualify you for reimbursement under this section; and
(b) You are found not guilty of all criminal charges arising out of the act of sexual misconduct;
or
(2) Criminal charges arising out of the act of sexual misconduct are dismissed with prejudice.
b. Reimbursement for civil Claims under this paragraph is available only if you prevail in defending a civil
Claim.
Only one limit applies to any combination of civil and criminal Claims.
Item 3. In no event are damages covered, whether or not you are found guilty of any charge or reduced or
substituted charge.
Item 4. No coverage under this endorsement is available under any applicable Extended Discovery Period.
4417PL0804
All other terms, conditions, definitions and exclusions remain the same.
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EDUCATORS PROFESSIONAL LIABILITY
Tab Number: 041723 Effective Date: 09-23-10
Named Insured and Address:
Herman, Thomas Michael
4118 Pepper Dr
San Diego, California 92105
THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY.
SERVICE OF SUIT
This endorsement modifies the insurance provided under the following:
EDUCATORS PROFESSIONAL LIABILITY POLICY
The following is added to the CONDITIONS Section of the policy:
Service of Suit Clause
The following Service of Suit Clause is not to become effective unless or until you have notified us in each specific
Claim of the intention to sue.
In the event of our failure to pay any amount claimed to be due under your policy, we, at your request, agree to
submit to the jurisdiction of a court of competent jurisdiction within the United States and will comply with all
requirements necessary to give such Court jurisdiction, and all matters arising hereunder shall be determined in
accordance with the law and practice of such court. However, we specifically reserve the right to remove any Suit
brought under this policy to a Federal Court of the United States.
Service of process in such SuIt may be made upon the highest one in authority bearing the title Commissioner,
Director, or Superintendent of Insurance of the State or Commonwealth in the state in which this insurance was
procured, and in any Suit instituted against us upon this contract, we will abide by the final decision of such court or
any appellate court in the event of an appeal.
The one in authority bearing the title Commissioner, Director, or Superintendent of Insurance of the State or
Commonwealth wherein you reside is hereby authorized and directed to accept service of process on our behalf in
any such Suit, and/or upon your request, to give a written undertaking to you that they will enter a general
appearance on our behalf in the event such a SuIt is instituted.
We hereby appoint the following as duly authorized agent, to which a copy of the service of process should be
forwarded by the Commissioner for delivery to us:
Steve Engels
Meadowbrook Claims Services
11880 College Blvd., Suite 500
Overland Park, KS 66210-2035
All other terms, conditions, definitions and exclusions remain the same.
42 97 PL 08 05 Includes copyrighted material of Insurance Services Office, Inc., with its permission Page 1 of 1
PROFESSIONAL LIABILITY
Tab Number: 041723 Effective Date: 09-23-10
Named Insured and Address:
Herman, Thomas Michael
4118 Pepper Dr
San Diego, California 92105
THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY.
EXCLUSION - INDEPENDENT CONTRACTORS
This endorsement modifies the insurance provided under the following:
PRIVATE EDUCATORS PROFESSIONAL LIABILITY POLICY - 4410 PL
Section IV. EXCLUSIONS is amended by adding the following:
This policy does not apply to Claims for or arising out of or in any way related to:
Any Claim arising in whole or in part from Private Educators Professional Liability Acts or Omissions of any
Employee, subcontractor, Independent Contractor or consultant not named in the application for insurance, or
whose name is not provided to us in writing prior to the Claim being first made against you and reported in writing to
us.
All other terms and conditions of this policy remain unchanged.
45 40 PL 04 06 Includes copyrighted material of Insurance Services Office. Inc., with its permission Page 1 of 1
THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY.
EXCLUSION OF TERRORISM
TAB NUMBER: 041723
NAMED INSURED: Herman, Thomas Michael
This endorsement modifies the insurance provided under the following:
PROFESSIONAL LIABILITY POLICY
ERRORS AND OMISSIONS COVERAGE PART
A. The following definitions are added and apply under this endorsement wherever the term terrorism, or the
phrase any Injury or damage, and for the purposes of this endorsement, are shown in boldface:
1. Terrorism means activities against persons, organizations or property of any nature:
a. That involve the following or preparation for the following:
(1) Use or threat of force or violence; or
(2) Commission or threat of a dangerous act; or
(3) Commission or threat of an act that interferes with or disrupts an electronic, communication,
information, or mechanical system; and
b. When one or both of the following applies:
(1) The effect is to intimidate or coerce a government or the civilian population or any segment
thereof, or to disrupt any segment of the economy; or
(2) It appears that the intent is to intimidate or coerce a government, or to further political, ideological,
religious, social or economic objectives or to express (or express opposition to) a philosophy or
ideology.
2. Any injury or damage means any injury or damage covered under any Coverage Part or Policy to which
this endorsement is applicable, and includes but is not limited to bodily injury, damages, employment
liability acts or omissions, employment practices, offense, professional liability acts or omissions,
property damage, personal Injury and/or advertising Injury, and wrongful acts as may be defined in
any applicable Coverage Part or Policy.
B. The following exclusion is added:
EXCLUSION OF TERRORISM
We will not pay for any injury or damage caused directly or indirectly by terrorism, including action in hindering
or defending against an actual or expected incident of terrorism. Any injury or damage is excluded regardless
of any other cause or event that contributes concurrently or in any sequence to such injury or damage. But this
exclusion applies only when one or more of the following are attributed to such act:
1. The terrorism is carried out by means of the dispersal or application of radioactive material, or through the
use of a nuclear weapon or device that involves or produces a nuclear reaction, nuclear radiation or
radioactive contamination; or
2. Radioactive material was released, and it appears that one purpose of the terrorism was to release such
material; or
3. The terrorism is carried out by means of the dispersal or application of pathogenic or poisonous biological
or chemical materials; or
4. Pathogenic or poisonous biological or chemical materials are released, and it appears that one purpose of
the terrorism was to release such materials; or
5. The total of insured damage to all types of property exceeds $25,000,000. In determining whether the
$25,000,000 threshold is exceeded, we will include all insured damage sustained by property of all persons
and entities affected by the terrorism and business interruption losses sustained by owners or occupants
of the damaged property. For the purpose of this provision, insured damage means damage that is covered
by any insurance plus damage that would be covered by any insurance but for the application of any
terrorism exclusions; or
44 58 PL 01 05
Includes copyrighted material of Insurance Services Office. Inc.. with its permission Page 1 of 2
6. Fifty or more persons sustain death or serious physical injury. For the purposes of this provision, serious
physical injury means:
a. Physical injury that involves a substantial risk of death; or
b. Protracted and obvious physical disfigurement; or
c. Protracted loss of or impairment of the function of a bodily member or organ.
Multiple incidents of terrorism which occur within a 72+hour period and appear to be carried out in concert or to
have a related purpose or common leadership will be deemed to be one incident, for the purpose of determining
whether the thresholds in Paragraphs B.5. or B.6. are exceeded.
With respect to this exclusion, Paragraphs B.5. and B.6. describe the thresholdsused to measure the
magnitude of an incident of terrorism and the circumstances in which the threshold will apply, for the purpose
of determining whether this Exclusion will apply to that incident. When the Exclusion applies to an incident of
terrorism, there is no coverage under the Coverage Part or Policy.
In the event of any incident of terrorism that is not subject to this Exclusion, coverage does not apply to any
injury or damage that is otherwise excluded under this Coverage Part or Policy:
C. The following state exceptions apply:
ALASKA:
Under Paragraph B. above, the first paragraph is replaced with the following:
We will not pay for any Injury or damage caused by terrorism, including action in hindering or defending
against an actual or expected incident of terrorism. But this exclusion applies only when one or more of the
following are attributed to such act:
WASHINGTON:
Under Paragraph B. above, the first paragraph is replaced with the following:
We will not pay for any Injury or damage caused directly or indirectly by terrorism, including action in hindering
or defending against an actual or expected incident of terrorism. But this exclusion applies only when one or
more of the following are attributed to such act:
44 58 PL 01 05
Includes copvriclhted material of Insurance Services Office. Inc.. with its permission Page 2 of 2
Privacy Statement
In applying for insurance products and services with Meadowbrook Insurance Group, Inc.'s subsidiaries, you
may have provided us with non-public personal information. Additionally, we may seek additional
information, such as your creditworthiness or credit history, from third party reporting agencies. This
information allows us to provide you with the best products and customer service. Keeping your personal
information private and secure, whether learned directly from you or a third party reporting agency, is our
priority.
The categories of non-public personal and financial information that we collect may include your name,
address, social security or employer identification number, assets, income, date of birth, motor vehicle
driving information and other information that is appropriate or necessary to provide you with the insurance
products and services that you request.
We do not disclose any non-public personal or financial information about you, unless permitted or required
by law or with your consent.
We may have shared this information with affiliated parties as permitted by law. We refer to and use that
information to issue and service your insurance policies, provide insurance services or administer claims.
We restrict access to your non- public personal and financial information to those employees who need the
information to provide you with products or services.
We maintain physical, electronic and procedural safeguards to protect your non- public personal and
financial information. These safeguards comply with federal and state regulations.
If you contact us at our website, "www.meadowbrook.com" we do not use "cookies," which many
organizations use to track visitors' actions on their web sites. Cookies are a general mechanism that can store
and retrieve information on your computer.
We value the relationship that we have established with current and former customers. Should you have any
comments or questions regarding our Privacy Policy, please contact us at 800-482-2726.
This Privacy Policy applies to the following companies: (1) Meadowbrook Insurance Group, Inc.'s insurance
company subsidiaries (Star Insurance Company, Ameritrust Insurance Corporation, Savers Property &
Casualty Insurance Company, Williamsburg National Insurance Company, ProCentury Insurance Company,
and Century Surety Company); (2) Crest Financial Corporation's subsidiaries; and (3) Meadowbrook, Inc.'s
subsidiaries.
041723
Tab Number 041723
SAVERS PROPERTY AND CASUALTY INSURANCE COMPANY - A Stock Company
In Witness Whereof, we have caused this policy to be executed
and attested, and if required by state law, this policy shall not be
valid unless countersigned by our authorized representative (void
in Arizona and Virginia).
Cze-pit- -frY/Aizeg-7-9
Secretary of Savers Property & Casualty Insurance Co. President of Savers Property & Casualty Insurance Co.
0915 IL 03 07
PRIVATE EDUCATORS PROFESSIONAL LIABILITY
07-22-10
Tab Number: 041723
Policy Number: PED0394208
Named Insured and Address:
Herman, Thomas Michael
4118 Pepper Dr
San Diego, California 92105
The following forms and endorsements are made a part of and attached to this policy at inception:
DEC -
7672 - 4410PL0805 PP EDUCATORS POL
7316 - 4413PL0804 BOARD OF CERTIFICATION
7320 - 4417PL0804 SEXUAL MISCONDUCT
7322 - 4297PL0805 SERVICE OF SUIT
7810 - 4540PL0406 INDEPENDENT CONTRACTORS
7675 - 4458PL0105 EXCLUSION OF TERROR
7314 - PRIVACY NOTICE
7315 - 09151L0307 SAVERS WITNESS CLAUSE
9999 - ENDORSEMENT LISTING
NOTICE
1. THE INSURANCE POLICY THAT YOU HAVE
PURCHASED IS BEING ISSUED BY AN INSURER THAT
IS NOT LICENSED BY THE STATE OF CALIFORNIA.
THESE COMPANIES ARE CALLED "NON -ADMITTED"
OR "SURPLUS LINE" INSURERS.
2. THE INSURER IS NOT SUBJECT TO THE FINANCIAL
SOLVENCY REGULATION AND ENFORCEMENT
WHICH APPLIES TO CALIFORNIA LICENSED
INSURERS.
3. THE INSURER DOES NOT PARTICIPATE IN ANY OF
THE INSURANCE GUARANTEE FUNDS CREATED BY
CALIFORNIA LAW. THEREFORE, THESE FUNDS
WILL NOT PAY YOUR CLAIMS OR PROTECT YOUR
ASSETS IF THE INSURER BECOMES INSOLVENT AND
IS UNABLE TO MAKE PAYMENTS AS PROMISED.
4. CALIFORNIA MAINTAINS A LIST OF ELIGIBLE
SURPLUS LINE INSURERS APPROVED BY THE
INSURANCE COMMISSIONER. ASK YOUR AGENT OR
BROKER IF THE INSURER IS ON THAT LIST.
5. FOR ADDITIONAL INFORMATION ABOUT THE
INSURER YOU SHOULD ASK QUESTIONS OF YOUR
INSURANCE AGENT, BROKER, OR "SURPLUS LINE"
BROKER OR CONTACT THE CALIFORNIA
DEPARTMENT OF INSURANCE AT THE FOLLOWING
TOLL -FREE TELEPHONE NUMBER: 1-800-927-4357.
D-2 FORM (1/1999) 041723
CITY OF NATIONAL CITY BUSINESS LICENSE APPLICATION
1243 NATIONAL CITY BLVD, NATIONAL CITY, CA 91950
PLEASE TYPE OR PRINT. LICENSE WILL NOT BE ISSUED IF REQUIRED INFORMATION IS
INCOMPLETE. ENCLOSE PAYMENT WITH APPLICATION.
MAKE CHECKS PAYABLE TO THE CITY OF NATIONAL CITY.
A. GENERAL INFORMATION
BUSINESS NAME (D.B.7p. OR INDIVIDUAL NAME)- f
b,M ZS ).e.c✓L1 v� ��l`�Jlitv�^�
LOCAL BUSYNESS PHONE
i0(9-L';c-1738
CORPORATE NAME (IF DIFFERENT FROM D.B.A.)
NUMBER
DIR
STREET NAME'
ROOM/SUITE NO..
MAILING ADDRESS AND/OR P.O. BOX
NU,MI I ,,
DIR.
STf(E PNAMEE 1` t.
ROOM/SUITE NO.zi-
P.O. BOX NO,
CMG��Nl. "r)IQ.GtO
STE+'i
ZIP Za5
PHONE NUMBER AT MAI NG ADDRESS. INCLUDE AREA CODE
6.9i9 - 2G - 1136
APPLICANTS COPY
BUS# LIC#
ALL LICENSES EXPIRE DECEMBER 31
RENEWALS ARE DUE BY FEBRUARY 28
THIS STUB WHEN VALIDATED IS YOUR
OFFICIAL RECEIPT FROM THE :
City of
National City
BUSINESS LICENSE DIVISION
(619) 3 3 6;,4 30
TAXES $ • V44
MISC $
ADMIN FEE$ 2kc5O
PENALTY $ f_ 1 00
TOTAL $
2
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IN ORPO ATEU
OFFICE OF THE CITY CLERK
1243 National City Blvd.
National City, California 91950
Michael R. Della, CMC - City Clerk
619-336-4228 phone • 619-336-4229 fax
THOMAS HERMAN CONSULTING
Consulting Services
Evaluation of the Children Exposed to Domestic
Violence Specialized Response Program (CEDV SRP)
Grant Awarded by the California Emergency
Management Agency (Cal EMA)
Lt. Keith Fifield (PD) Forwarded
Copy of Agreement to Consultant