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HomeMy WebLinkAboutContract 51719 City Secretary Contract No. 51119 FORT WORTHe PROFESSIONAL SERVICES AGREEMENT This PROFESSIONAL SERVICES AGREEMENT("Agreement")is made and entered into by and between the CITY OF FORT WORTH,a Texas home rule municipal corporation("City"),acting by and through Susan Alanis, its duly authorized Assistant City Manager, and Industrial/Organizational Solutions, an Illinois corporation ("Consultant"), and acting by and through Chad C. Legel, its duly authorized President,each individually referred to as a"party"and collectively referred to as the"parties." AGREEMENT DOCUMENTS: The Agreement documents shall include the following: 1. This Consultant Services Agreement; 2. Exhibit A—Scope of Services; 3. Exhibit B—Price Schedule; and 4. Exhibit C—Verification of Signature Authority Form. Exhibits A,B and C,which are attached hereto and incorporated herein,are made a part of this Agreement for all purposes. In the event of any conflict between the terms and conditions of Exhibits A, B or C and the terms and conditions set forth in the body of this Agreement,the terms and conditions of this Agreement shall control. 1. Scope of Services. Consultant hereby agrees to provide the City with professional consulting services for the purpose of providing Fire Trainee entrance examinations.Exhibit"A,"- Scope of Services more specifically describes the services to be provided hereunder. 2. Term. This Agreement shall begin on December 31, 2018 ("Effective Date") and shall expire on December 31, 2020 ("Expiration Date"), unless terminated earlier in accordance with this Agreement ("Initial Term"). City shall have the option, in its sole discretion, to renew this Agreement under the same terms and conditions, for up to two(2)one-year renewal options, at City's sole discretion. 3. Compensation. City shall pay Consultant in accordance with the fee schedule of Consultant personnel who perform services under this Agreement in accordance with the provisions of this Agreement and Exhibit`B,"—Price Schedule. Total payment made under this Agreement for the first year by City shall be in an amount up to thirty thousand six hundred ten dollars ($30,610.00) per Fire Trainee Exam. Consultant shall not perform any additional services or bill for expenses incurred for City not specified by this Agreement unless City requests and approves in writing the additional costs for such services.City shall not be liable for any additional expenses of Consultant not specified by this Agreement unless City first approves such expenses in writing. RECEIVEDRECEIVED4. Termination. �--- DEC 2 8 20 Professional Services Agreement P ALof 13 CIN OFFOFlT\r�.;" '.� 3 T c,N sECRETARFT. WORTH,TX City Secretary Contract No. 4.1. Written Notice. City or Consultant may terminate this Agreement at any time and for any reason by providing the other party with 30 days' written notice of termination. 4.2 Non-appropriation of Funds. In the event no funds or insufficient funds are appropriated by City in any fiscal period for any payments due hereunder, City will notify Consultant of such occurrence and this Agreement shall terminate on the last day of the fiscal period for which appropriations were received without penalty or expense to City of any kind whatsoever, except as to the portions of the payments herein agreed upon for which funds have been appropriated. 4.3 Duties and Obligations of the Parties. In the event that this Agreement is terminated prior to the Expiration Date,City shall pay Consultant for services actually rendered up to the effective date of termination and Consultant shall continue to provide City with services requested by City and in accordance with this Agreement up to the effective date of termination. Upon termination of this Agreement for any reason, Consultant shall provide City with copies of all completed or partially completed documents prepared under this Agreement. In the event Consultant has received access to City Information or data as a requirement to perform services hereunder, Consultant shall return all City provided data to City in a machine readable format or other format deemed acceptable to City. 5. Disclosure of Conflicts and Confidential Information. 5.1 Disclosure of Conflicts. Consultant hereby warrants to City that Consultant has made full disclosure in writing of any existing or potential conflicts of interest related to Consultant's services under this Agreement. In the event that any conflicts of interest arise after the Effective Date of this Agreement, Consultant hereby agrees immediately to make full disclosure to City in writing. 5.2 Confidential Information. Consultant, for itself and its officers, agents and employees, agrees that it shall treat all information provided to it by City("City Information")as confidential and shall not disclose any such information to a third party without the prior written approval of City. 5.3 Public Information Act. City is a government entity under the laws of the State of Texas and all documents held or maintained by City are subj ect to disclosure under the Texas Public Information Act.In the event there is a request for information marked Confidential or Proprietary, City shall promptly notify Seller.It will be the responsibility of Seller to submit reasons objecting to disclosure.A determination on whether such reasons are sufficient will not be decided by City, but by the Office of the Attorney General of the State of Texas or by a court of competent jurisdiction. 5.3 Unauthorized Access. Consultant shall store and maintain City Information in a sect#e manner and shall not allow unauthorized users to access,modify,delete or otherwise corrupt City Information in any way. Consultant shall notify City immediately if the security or integrity of any City Information has been compromised or is believed to have been compromised,in which event, Consultant shall, in good faith, use all commercially reasonable efforts to cooperate with City in identifying what information has been accessed by unauthorized means and shall fully cooperate with City to protect such City Information from further unauthorized disclosure. Professional Services Agreement Page 2 of 13 City Secretary Contract No. 6. Right to Audit. Consultant agrees that City shall, until the expiration of three(3) years after final payment under this contract,or the final conclusion of any audit commenced during the said three years,have access to and the right to examine at reasonable times any directly pertinent books,documents, papers and records,including,but not limited to,all electronic records,of Consultant involving transactions relating to this Agreement at no additional cost to City.Consultant agrees that City shall have access during normal working hours to all necessary Consultant facilities and shall be provided adequate and appropriate work space in order to conduct audits in compliance with the provisions of this section. City shall give Consultant reasonable advance notice of intended audits. 7. Independent Contractor. It is expressly understood and agreed that Consultant shall operate as an independent contractor as to all rights and privileges and work performed under this Agreement, and not as agent, representative or employee of City. Subject to and in accordance with the conditions and provisions of this Agreement,Consultant shall have the exclusive right to control the details of its operations and activities and be solely responsible for the acts and omissions of its officers, agents, servants, employees, consultants and subConsultants. Consultant acknowledges that the doctrine of respondeat superior shall not apply as between City, its officers, agents, servants and employees, and Consultant, its officers, agents, employees, servants, Consultants and subConsultants. Consultant further agrees that nothing herein shall be construed as the creation of a partnership or joint enterprise between City and Consultant. It is further understood that City shall in no way be considered a Co-employer or a Joint employer of Consultant or any officers, agents, servants, employees or subConsultant of Consultant. Neither Consultant,nor any officers, agents, servants, employees or subConsultant of Consultant shall be entitled to any employment benefits from City. Consultant shall be responsible and liable for any and all payment and reporting of taxes on behalf of itself, and any of its officers, agents, servants, employees or subConsultant. 8. Liability and Indemnification. 8.1 LIABILITY-CONSULTANT SHALL BE LIABLE AND RESPONSIBLE FOR ANY AND ALL PROPERTY LOSS, PROPERTY DAMAGE AND/OR PERSONAL INJURY, INCLUDING DEATH, TO ANY AND ALL PERSONS, OF ANY KIND OR CHARACTER, WHETHER REAL OR ASSERTED, TO THE EXTENT CAUSED BY THE NEGLIGENT ACT(S) OR OMISSION(S), MALFEASANCE OR INTENTIONAL MISCONDUCT OF CONSULTANT,ITS OFFICERS,AGENTS,SERVANTS OR EMPLOYEES. 8.2 GENERAL INDEMNIFICATION- CONSULTANT HEREBY COVENANTS AND AGREES TO INDEMNIFY,HOLD HARMLESS AND DEFEND CITY,ITS OFFICERS, AGENTS,SERVANTS AND EMPLOYEES,FROMAND AGAINST ANYAND ALL CLAIMS OR LAWSUITS OFANYKIND OR CHARACTER, WHETHER REAL OR ASSERTED,FOR EITHER PROPERTYDAMAGE OR LOSS(INCLUDING ALLEGED DAMAGE OR LOSS TO CONSULTANT'S BUSINESS AND ANY RESULTING LOST PROFITS) AND/OR PERSONAL INJURY,INCLUDING DEATH, TO ANY AND ALL PERSONS,ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT, TO THE EXTENT CAUSED BY THE NEGLIGENT ACTS OR OMISSIONS OR MALFEASANCE OF CONSULTANT, ITS OFFICERS,AGENTS,SERVANTS OR EMPLOYEES. 8.3 INTELLECTUAL PROPERTY INDEMNIFICATION— Consultant agrees to defend, settle, or pay, at its own cost and expense, any claim or action against City for infringement of any patent, copyright, trade mark, trade secret, or similar property right arising from City's use of the software and/or documentation in accordance with this Agreement,it being understood that this agreement to defend,settle or pay shall not apply if Professional Services Agreement Page 3 of 13 City Secretary Contract No. City modifies or misuses the software and/or documentation. So long as Consultant bears the cost and expense of payment for claims or actions against City pursuant to this section, Consultant shall have the right to conduct the defense of any such claim or action and all negotiations for its settlement or compromise and to settle or compromise any such claim; however, City shall have the right to fully participate in any and all such settlement, negotiations,or lawsuit as necessary to protect City's interest, and City agrees to cooperate with Consultant in doing so.In the event City,for whatever reason,assumes the responsibility for payment of costs and expenses for any claim or action brought against City for infringement arising under this Agreement, City shall have the sole right to conduct the defense of any such claim or action and all negotiations for its settlement or compromise and to settle or compromise any such claim; however, Consultant shall fully participate and cooperate with City in defense of such claim or action.City agrees to give Consultant timely written notice of any such claim or action,with copies of all papers City may receive relating thereto. Notwithstanding the foregoing, City's assumption of payment of costs or expenses shall not eliminate Consultant's duty to indemnify City under this Agreement.If the software and/or documentation or any part thereof is held to infringe and the use thereof is enjoined or restrained or,if as a result of a settlement or compromise,such use is materially adversely restricted,Consultant shall,at its own expense and as City's sole remedy,either: (a)procure for City the right to continue to use the software and/or documentation; or (b) modify the software and/or documentation to make it non-infringing, provided that such modification does not materially adversely affect City's authorized use of the software and/or documentation; or (c) replace the software and/or documentation with equally suitable, compatible,and functionally equivalent non-infringing software and/or documentation at no additional charge to City; or(d)if none of the foregoing alternatives is reasonably available to Consultant terminate this Agreement,and refund all amounts paid to Consultant by City, subsequent to which termination City may seek any and all remedies available to City under law. 9. Assignment and Subcontracting. 9.1 Assignment. Consultant shall not assign or subcontract any of its duties, obligations or rights under this Agreement without the prior written consent of City. If City grants consent to an assignment,the assignee shall execute a written agreement with City and Consultant under which the assignee agrees to be bound by the duties and obligations of Consultant under this Agreement. Consultant and Assignee shall be jointly liable for all obligations of Consultant under this Agreement prior to the effective date of the assignment. 9.2 Subcontract. If City grants consent to a subcontract, sub Consultant shall execute a written agreement with Consultant referencing this Agreement under which sub Consultant shall agree to be bound by the duties and obligations of Consultant under this Agreement as such duties and obligations may apply. Consultant shall provide City with a fully executed copy of any such subcontract. 10. Insurance. Consultant shall provide City with certificate(s) of insurance documenting policies of the following types and minimum coverage limits that are to be in effect prior to commencement of any work pursuant to this Agreement: 10.1 Coverage and Limits (a) Commercial General Liability: Professional Services Agreement Page 4 of 13 City Secretary Contract No. $1,000,000- Each Occurrence $2,000,000- Aggregate (b) Automobile Liability: $1,000,000- Each occurrence on a combined single limit basis Coverage shall be on any vehicle used by Consultant, its employees, agents, representatives in the course of providing services under this Agreement. "Any vehicle"shall be any vehicle owned,hired and non-owned. (c) Worker's Compensation: Statutory limits according to the Texas Workers' Compensation Act or any other state workers' compensation laws where the work is being performed Employers' liability $100,000- Bodily Injury by accident; each accident/occurrence $100,000 - Bodily Injury by disease; each employee $500,000- Bodily Injury by disease;policy limit (d) Professional Liability(Errors&Omissions): $1,000,000- Each Claim Limit $1,000,000- Aggregate Limit Professional Liability coverage may be provided through an endorsement to the Commercial General Liability (CGL) policy, or a separate policy specific to Professional E&O. Either is acceptable if coverage meets all other requirements. Coverage shall be claims-made,and maintained for the duration of the contractual agreement and for two (2) years following completion of services provided. An annual certificate of insurance shall be submitted to City to evidence coverage. 10.2 General Requirements (a) The commercial general liability and automobile liability policies shall name City as an additional insured thereon, as its interests may appear.The term City shall include its employees, officers, officials, agents, and volunteers in respect to the contracted services. (b) The workers' compensation policy shall include a Waiver of Subrogation (Right of Recovery)in favor of City. (c) A minimum of Thirty (30) days' notice of cancellation or reduction in limits of coverage shall be provided to City. Ten (10) days' notice shall be acceptable in the event of non-payment of premium.Notice shall be sent to the Risk Manager, City of Fort Worth, 200 Texas Street, Fort Worth, Texas 76102, with copies to the Fort Worth City Attorney at the same address. Professional Services Agreement Page 5 of 13 City Secretary Contract No. (d) The insurers for all policies must be licensed and/or approved to do business in the State of Texas.All insurers must have a minimum rating of A-VII in the current A.M.Best Key Rating Guide,or have reasonably equivalent financial strength and solvency to the satisfaction of Risk Management. If the rating is below that required,written approval of Risk Management is required. (e) Any failure on the part of City to request required insurance documentation shall not constitute a waiver of the insurance requirement. (f) Certificates of Insurance evidencing that Consultant has obtained all required insurance shall be delivered to the City prior to Consultant proceeding with any work pursuant to this Agreement. 11. Compliance with Laws,Ordinances,Rules and Regulations. Consultant agrees that in the performance of its obligations hereunder, it shall comply with all applicable federal, state and local laws, ordinances, rules and regulations and that any work it produces in connection with this Agreement will also comply with all applicable federal, state and local laws, ordinances,rules and regulations.If City notifies Consultant of any violation of such laws, ordinances, rules or regulations, Consultant shall immediately desist from and correct the violation. 12. Non-Discrimination Covenant. Consultant, for itself, its personal representatives, assigns, subConsultants and successors in interest, as part of the consideration herein, agrees that in the performance of Consultant's duties and obligations hereunder, it shall not discriminate in the treatment or employment of any individual or group of individuals on any basis prohibited by law. IF ANY CLAIM ARISES FROM AN ALLEGED VIOLATION OF THIS NON-DISCRIMINATION COVENANT BY CONSULTANT, ITS PERSONAL REPRESENTATIVES, ASSIGNS, SUBCONSULTANTSS OR SUCCESSORS IN INTEREST, CONSULTANT AGREES TO ASSUME SUCH LIABILITY AND TO INDEMNIFY AND DEFEND CITY AND HOLD CITY HARMLESS FROM SUCH CLAIM. 13. Notices. Notices required pursuant to the provisions of this Agreement shall be conclusively determined to have been delivered when (1) hand-delivered to the other party, its agents, employees, servants or representatives, (2) delivered by facsimile with electronic confirmation of the transmission,or(3)received by the other party by United States Mail,registered,return receipt requested, addressed as follows: To CITY: To CONSULTANT: City of Fort Worth Industrial/Organizational Solutions Attn: Susan Alanis,Assistant City Manager Chad C. Legel,President 200 Texas Street 1520 Kensington Rd. Suite 110 Fort Worth,TX 76102-6314 Oak Brook IL 60523 Facsimile: (817) 392-8654 Facsimile: 708-410-1558 With copy to Fort Worth City Attorney's Office at same address Professional Services Agreement Page 6 of 13 City Secretary Contract No. 14. Solicitation of Employees. Neither City nor Consultant shall, during the term of this Agreement and additionally for a period of one year after its termination,solicit for employment or employ, whether as employee or independent contractor, any person who is or has been employed by the other during the term of this Agreement, without the prior written consent of the person's employer. Notwithstanding the foregoing,this provision shall not apply to an employee of either party who responds to a general solicitation of advertisement of employment by either party. 15. Governmental Powers. It is understood and agreed that by execution of this Agreement, City does not waive or surrender any of its governmental powers or immunities. 16. No Waiver. The failure of City or Consultant to insist upon the performance of any term or provision of this Agreement or to exercise any right granted herein shall not constitute a waiver of City's or Consultant's respective right to insist upon appropriate performance or to assert any such right on any future occasion. 17. Governing Law/Venue. This Agreement shall be construed in accordance with the laws of the State of Texas.If any action,whether real or asserted,at law or in equity, is brought pursuant to this Agreement, venue for such action shall lie in state courts located in Tarrant County, Texas or the United States District Court for the Northern District of Texas,Fort Worth Division. 18. Severability. If any provision of this Agreement is held to be invalid, illegal or unenforceable,the validity, legality and enforceability of the remaining provisions shall not in any way be affected or impaired. 19. Force Maieure. City and Consultant shall exercise their best efforts to meet their respective duties and obligations as set forth in this Agreement,but shall not be held liable for any delay or omission in performance due to force majeure or other causes beyond their reasonable control,including, but not limited to, compliance with any government law, ordinance or regulation, acts of God,acts of the public enemy, fires, strikes, lockouts, natural disasters, wars, riots, material or labor restrictions by any governmental authority, transportation problems and/or any other similar causes. 20. Headings not Controlling. Headings and titles used in this Agreement are for reference purposes only, shall not be deemed a part of this Agreement, and are not intended to define or limit the scope of any provision of this Agreement. 21. Review of Counsel. The parties acknowledge that each party and its counsel have reviewed and revised this Agreement and that the normal rules of construction to the effect that any ambiguities are to be resolved against the drafting party shall not be employed in the interpretation of this Agreement or Exhibits A,B, and C. 22. Amendments/Modifications/Extensions. No amendment, modification, or extension of this Agreement shall be binding upon a party hereto unless set forth in a written instrument, which is executed by an authorized representative of each party. 23. Entirety of Agreement. This Agreement, including Exhibits A, B and C, contains the entire understanding and agreement between City and Consultant,their assigns and successors in interest, as to the matters contained herein. Any prior or contemporaneous oral or written agreement is hereby declared null and void to the extent in conflict with any provision of this Agreement. 24. Counterparts. This Agreement may be executed in one or more counterparts and each Professional Services Agreement Page 7 of 13 City Secretary Contract No. counterpart shall,for all purposes,be deemed an original,but all such counterparts shall together constitute one and the same instrument. 25. Warranty of Services. Consultant warrants that its services will be of a high quality and conform to generally prevailing industry standards. City must give written notice of any breach of this warranty within thirty(3 0)days from the date that the services are completed.In such event,at Consultant's option, Consultant shall either (a) use commercially reasonable efforts to re-perform the services in a manner that conforms with the warranty, or (b) refund the fees paid by City to Consultant for the nonconforming services. 26. Immigration Nationality Act. Consultant shall verify the identity and employment eligibility of its employees who perform work under this Agreement,including completing the Employment Eligibility Verification Form(I-9). Upon request by City,Consultant shall provide City with copies of all I-9 forms and supporting eligibility documentation for each employee who performs work under this Agreement. Consultant shall adhere to all Federal and State laws as well as establish appropriate procedures and controls so that no services will be performed by any Consultant employee who is not legally eligible to perform such services. CONSULTANT SHALL INDEMNIFY CITY AND HOLD CITY HARMLESS FROM ANY PENALTIES,LIABILITIES,OR LOSSES DUE TO VIOLATIONS OF THIS PARAGRAPH BY CONSULTANT, CONSULTANT'S EMPLOYEES, SUBCONTRACTORS,AGENTS,OR LICENSEES.City,upon written notice to Consultant,shall have the right to immediately terminate this Agreement for violations of this provision by Consultant. 27. Ownership of Work Product. City shall be the sole and exclusive owner of all reports, work papers, procedures, guides, and documentation, created, published, displayed, and/or produced in conjunction with the services provided under this Agreement(collectively,"Work Product"). Further,City shall be the sole and exclusive owner of all copyright,patent,trademark,trade secret and other proprietary rights in and to the Work Product. Ownership of the Work Product shall inure to the benefit of City from the date of conception, creation or fixation of the Work Product in a tangible medium of expression (whichever occurs first).Each copyrightable aspect of the Work Product shall be considered a"work-made- for-hire" within the meaning of the Copyright Act of 1976, as amended. If and to the extent such Work Product,or any part thereof, is not considered a"work-made-for-hire"within the meaning of the Copyright Act of 1976, as amended, Consultant hereby expressly assigns to City all exclusive right,title and interest in and to the Work Product, and all copies thereof, and in and to the copyright, patent, trademark, trade secret, and all other proprietary rights therein, that City may have or obtain,without further consideration, free from any claim,lien for balance due, or rights of retention thereto on the part of City. 28. Signature Authority. The person signing this Agreement hereby warrants that he/she has the legal authority to execute this Agreement on behalf of the respective party, and that such binding authority has been granted by proper order, resolution, ordinance or other authorization of the entity. This Agreement and any amendment hereto, may be executed by any authorized representative of Consultant whose name, title and signature is affixed on the Verification of Signature Authority Form, which is attached hereto as Exhibit"C". Each party is fully entitled to rely on these warranties and representations in entering into this Agreement or any amendment hereto. 29. Change in Company Name or Ownership. Consultant shall notify City's Purchasing Manager, in writing, of a company name, ownership, or address change for the purpose of maintaining updated City records. The president of Consultant or authorized official must sign the letter. A letter indicating changes in a company name or ownership must be accompanied with supporting legal documentation such as an updated W-9,documents filed with the state indicating such change,copy of the board of director's resolution approving the action,or an executed merger or acquisition agreement.Failure Professional Services Agreement Page 8 of 13 City Secretary Contract No. to provide the specified documentation so may adversely impact future invoice payments. 30. No Boycott of Israel. Consultant acknowledges that in accordance with Chapter 2270 of the Texas Government Code,the City is prohibited from entering into a contract with a company for goods or services unless the contract contains a written verification from the company that it: (1)does not boycott Israel; and (2) will not boycott Israel during the term of the contract. The terms "boycott Israel" and "company" shall have the meanings ascribed to those terms in Section 808.001 of the Texas Government Code. By signing this contract, Consultant certifies that Consultant's signature provides written verification to the City that Consultant: (1) does not boycott Israel; and (2) will not boycott Israel during the term of the contract. IN WITNESS WHEREOF,the parties hereto have executed this Agreement in multiples as of the last date signed below. (signature page follows) Professional Services Agreement Page 9 of 13 City Secretary Contract No. ACCEPTED AND AGREED: CITY OF FORT WORTH: CONTRACT COMPLIANCE MANAGER: By signing I acknowledge that I am the person responsible for the monitoring and administration of this contract,including ensuring all performance and By. Name: us reporting requirements. Alanis Title: Assistant City Manager Date: 2�6 _ 20 JS By: t�&s 15�1 Name: 2u c..0 C-h z APPROVAL RECOMMENDED: Title: lJFni*a (? ;QLC---�' e PROVED AS TO FORM AND LEGALITY: By: Name: P Title: Z3J All,r� By: f_ Name: J B. Strong ATTEST: Title: Assistant City Altomey a CONTRACT AUTHORIZATION: By. ®� FORT &C: Name: AaryXa s Title: City Secretary AWjt CONSULTANT: Industrial/Organizational Solutions Name: Chad C.Legel Title: President Date: i7 c. z U ,20 iZ ©FFICI�4L RECORD CITYSEMETAR Professional Services Agreement FT ..�ge.]llof�]� �V1�i FI, E HIBIT A INDUSTRIAL/ORGANIZATIONAL SOLUTIONS PUBLIC SAFETY SELECTIUN EXPERTS November 30,2018 Mr. Harold Cates Human Resources Manager City of Fort Worth Mr. Cates: IOS will provide the following services to the City of Fort Worth to facilitate the entry-level firefighter assessment process: • Conduct a transportability study to establish the validity of the NFSI for the City. This study will include the distribution of a job analysis questionnaire, analysis and drafting of a transportability report. • Provide a web-link that the City can pass on to applicants to access the NFSI basic study guide. • Provide the City with up to 1500 NFSI examination booklets. • Score the NFSI and conduct post-exam analysis to document impact/disparity outcomes. The cost for these services will be$30,610. Best regards, Chad Legel President/CEO Public Safety Selection Experts Fort Worth Entry Firefighter Exam (NFSI) 2019 Consultant Consulting Tech. Admin. Project Step Hrs. Assoc. Firs. Wrtr. Firs Hrs. Cost NFSI Transportability Study 6 23 0 3 $2,940 Work with City to select incumbent firefighter sample, provide JAQ for distribution, analyze JAQ. 3 8 3 Analyze job similarity and demographic comparison. 2 6 Document transportability evidence. 1 9 Provide NFSI exam Estimated 1500 exams @$18/exam $27,000 Post-Exam Analysis 2 4 0 0 $670 Analyze impact/disparity based on applicant administration. 21 4 TOTAL *based on estimateof 1500 test-takers Schedule of Hourly Rates- IOS 2018 Category Rate Consultant/Industrial Psychologist $185/hour Consulting Associate $75/hour Technical Writer $70/hour Administrative Assistant $35/hour EXHIBIT _I Ac RO® CERTIFICATE OF LIABILITY INSURANCE DATE( /26/1 YYYY) 2/26/,8 THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER.THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER,AND THE CERTIFICATE HOLDER. IMPORTANT: If the certificate holder is an ADDITIONAL INSURED, the policy(ies) must have ADDITIONAL INSURED provisions or be endorsed. If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy, certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). PRODUCER CONTACT Aon Risk Services,Inc of Florida NAME: Aon Risk Services,Inc of Florida 1001 Brickell Bay Drive,Suite#1100 PHONE FAX Miami,FL 33131-4937 A/C No Ext):800-743-8130 A/C No):800-522-7514 EMAIL ADDRESS: ADP.COI.Center@Aon.com INSURER(S)AFFORDING COVERAGE NAIC# INSURER A: New Hampshire Ins Co 23841 INSURED ADP TotalSource FL XXIX,Inc. INSURER B 10200 Sunset Drive INSURER C: Miami,FL 33173 ALTERNATE EMPLOYER INSURER D: Industrial/Organizational Solutions,Inc. INSURER E: 1520 Kensington Road Suite 110 Oakbrook,IL 60523 INSURER F: COVERAGES CERTIFICATE NUMBER:2222132 REVISION NUMBER: THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES.LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. LIMITS SHOWN ARE AS REQUESTED. INSR TYPE OF INSURANCE ADDL SUBR POLICY NUMBER POLICY EFF POLICY EXP LIMITS LTR INSR WVD MM/DD/YYYY MM/DDIYYYY COMMERCIAL GENERAL LIABILITY EACH OCCURRENCE $ ❑ OCCUR DAMAGE TO RENTED CLAIMS-MADE PREMISES Ea occurrence $ MED EXP(Any oneperson) $ PERSONAL&ADV INJURY $ GENT AGGREGATE LIMIT APPLIES PER: GENERAL AGGREGATE $ POLICY ❑PROJECT❑LOC PRODUCTS-COMMOP AGG $ OTHER $ MBINED TIN7LE LIMIT AUTOMOBILE LIABILITY Ea accident $ ANY AUTO BODILY INJURY Perperson) $ OWNED SCHEDULED AUTOS ONLY AUTOS BODILY INJURY Per accident $ HIRED NON-OWNED PROPERTY DAMAGE AUTOS ONLY AUTOS ONLY Per accident) ccident $ UMBRELLA LIAB OCCUR EACH OCCURRENCE $ EXCESS LIAB CLAIMS-MADE AGGREGATE $ DEC RETENTION$ WORKERS COMPENSATIONX PER OTH- A AND EMPLOYERS'LIABILITY YIN WC 047014236 IL 07/01/18 07/01/19 STATUTE ER ANY PROPRIETOR/PARTNER/EXECUTIVE OFFICER/MEMBER EXCLUDED? NIA E.L.EACH ACCIDENT $ 2,000,000 (Mandatory in NH) E.L.DISEASE-EA EMPLOYEE $ 2,000,000 If yes,describe under DESCRIPTION OF OPERATIONS below E.L.DISEASE-POLICY LIMIT $ 2,000,000 DESCRIPTION OF OPERATIONS/LOCATIONS/VEHICLES(ACORD 101,Additional Remarks Schedule,may be attached if more space is required) All worksite employees working for INDUSTRIAL/ORGANIZATIONAL SOLUTIONS,INC.,paid under ADP TOTALSOURCE,INC.'s payroll,are covered under the above stated policy. INDUSTRIAUORGANIZATIONAL SOLUTIONS,INC.is an alternate employer under this policy. CERTIFICATE HOLDER CANCELLATION Risk Manager SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE City of Forth Worth THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN 200 Texas Street ACCORDANCE WITH THE POLICY PROVISIONS. Forth Worth,TX 76102 AUTHORIZED REPRESENTATIVE or� t3k 'e�Iviees, $neo (fla'zida ©1988-2015 ACORD CORPORATION.All rights reserved. ACORD 25(2016/03) The ACORD name and logo are registered marks of ACORD ACO® DATE(MM/DD/YYYY) CERTIFICATE OF LIABILITY INSURANCE 1 12/26/2018 THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER,AND THE CERTIFICATE HOLDER. IMPORTANT: If the certificate holder is an ADDITIONAL INSURED,the policy(ies) must have ADDITIONAL INSURED provisions or be endorsed. If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy, certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). PRODUCER CONTACT NAME: CSU Chicago HUB International Midwest Limited PHONE 312-922-5000 FAX No: 55 East Jackson Boulevard E-MAIL Chicago IL 60604 ADDRESS: CSUchica o hubinternational.com INSURERS AFFORDING COVERAGE P18058 AIC# INSURERA:Hanover Insurance Company 2292 INSURED INDUSOL-01 INSURER 13:Allmerica Financial Benefit Insurance Company 1840 Industrial/Organizational Solutions, Inc. INSURER C:Philadelphia IndemnityInsurance Company 1520 Kensington Road, Suite 110 Oak Brook I L 60523 INSURER D: INSURER E: INSURER F COVERAGES CERTIFICATE NUMBER:663023811 REVISION NUMBER: THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES.LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. INSR TYPE OF INSURANCE ADDL SUBR POLICY EFF POLICY EXP LIMITS LTR POLICYNUMBER MM/DD/YYYY MM/DDIYYYY A X COMMERCIAL GENERAL LIABILITY OHCA346279 7/4/2018 7/4/2019 EACH OCCURRENCE $2,000,000 CLAIMS-MADE � PREMIDAMAOCCUR E (RENTED PREMISESSEa occurrence) $300,000 MED EXP(Any one person) $5,000 PERSONAL 8 ADV INJURY $2,000,000 GEN'L AGGREGATE LIMIT APPLIES PER: GENERAL AGGREGATE $4,000,000 POLICY Fx1JELOC PRODUCTS-COMP/ $4,000,000 OTHER: $ B AUTOMOBILE LIABILITY AVVCA346115 7/4/2018 7/4/2019 COMBINED SINGLE LIMIT $1,000,000 Ea accident X ANY AUTO BODILY INJURY(Per person) $ OWNED SCHEDULED BODILY INJURY(Per accident) $ AUTOS ONLY AUTOS X HIRED X NON-OWNED PROPERTYDAMAGE $ AUTOS ONLY AUTOS ONLY Per accident A X UMBRELLA LIAB X OCCUR OHCA346279 7/4/2018 7/4/2019 EACH OCCURRENCE $2,000,000 EXCESS LIAB CLAIMS-MADE AGGREGATE $2,000,000 DED I X I RETENTION$o $ WORKERS COMPENSATION PER OTH- AND EMPLOYERS'LIABILITY Y/N STATUTE I JER ANYPROPRIETOR/PARTNER/EXECUTIVEE.L.EACH ACCIDENT $ OFFICERIMEMBEREXCLUDED? ❑ N I A (Mandatory in NH) E.L.DISEASE-EA EMPLOYEE $ If yes,describe under DESCRIPTION OF OPERATIONS below E.L.DISEASE-POLICY LIMIT $ C Professional PHSD1362141 7/4/2018 7/4/2019 Limit-Each Claim 5,000,000 Limit-Aggregate 5,000,000 Deductible 10,000 DESCRIPTION OF OPERATIONS/LOCATIONS/VEHICLES (ACORD 101,Additional Remarks Schedule,may be attached if more space is required) Professional Retro Date 7/4/1997 Re: Fire Trainee Entrance Examinations City of Fort Worth,its employees,officers,officials,agents,and volunteers are included as additional insured under General Liability and Automobile Liability, when agreed in a written contract,subject to policy terms,conditions and exclusions. CERTIFICATE HOLDER CANCELLATION SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN City of Fort Worth ACCORDANCE WITH THE POLICY PROVISIONS. Attn. Risk Manager 200 Texas Street AUTHORIZED REPRESENTATIVE Fort Worth TX 76102 "CI©1988-2015 ACORD CORPORATION. All rights reserved. ACORD 25(2016/03) The ACORD name and logo are registered marks of ACORD THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. BUSINESSOWNERS LIABILITY SPECIAL BROADENING ENDORSEMENT This endorsement modifies insurance provided under the following: BUSINESSOWNERS COVERAGE FORM SUMMARY OF COVERAGES Limits Page 1. Additional Insured by Contract, Agreement or Permit Included 1 2 Additional Insured - Broad Form Vendors Included 2 3. Alienated Premises Included 3 4. Broad Form Property Damage- Borrowed Equipment, Customers Included 3 Goods, Use of Elevators 5. Incidental Malpractice - Employed Nurses, EMT's and Paramedics Included 3 6. Product Recall Expense 4 Product Recall Expense Each Occurrence Limit $25,000 Occurrence 4 Product Recall Expense Aggregate Limit $50,000 Aggregate 4 Product Recall Deductible $500 4 7. Unintentional Failure to Disclose Hazards Included 5 8. Unintentional Failure to Notify Included 5 This endorsement amends coverages provided under the Businessowners Coverage Form through new coverages and broader coverage grants. This coverage is subject to the provisions applicable to the Businessowners Coverage Form, except as provided below. The following changes are made to SECTION II - (3) Your maintenance, operation or use of LIABILITY: equipment leased to you. 1. Additional Insured by Contract, Agreement or b. The insurance afforded to such additional Permit insured described above: The following is added to SECTION II - (1) Only applies to the extent permitted by LIABILITY, C.Who Is An Insured: law; and Additional Insured by Contract, Agreement or (2) Will not be broader than the insurance Permit which you are required by the contract, a. Any person or organization with whom agreement or permit to provide for such you agreed in a written contract, written additional insured. agreement or permit to add such person (3) Applies on a primary basis if that is or organization as an additional insured required by the written contract, written on your policy is an additional insured agreement or permit. only with respect to liability for "bodily injury", "property damage", or "personal (4) Will not be broader than coverage and advertising Injury" caused, in whole provided to any other insured. or in part, by your acts or omissions, or (5) Does not apply if the "bodily injury", the acts or omissions of those acting on "property damage" or "personal and your behalf, but only with respect to: advertising injury" is otherwise excluded 1 "Your work" for the additional from coverage under this Coverage ( ) Part, including any endorsements insured(s) designated in the contract, thereto. agreement or permit; (2) Premises you own, rent, lease or c. This provision does not apply: occupy; or 391-1251 08 16 Includes copyrighted material of Insurance Services Office, Inc.,with its permission. Page 1 of 5 Hanover Insurance Group.. OHCA346279 1308580 (1) Unless the written contract or written The most we will pay on behalf of the agreement was executed or permit additional insured for a covered claim is the was issued prior to the "bodily injury", lesser of the amount of insurance: "property damage", or "personal 1. Required by the contract, agreement or injury and advertising injury". permit described in Paragraph a.; or (2) To any person or organization 2. _Available under_the applicable Limits of included as an Insured by another Insurance shown in the Declarations. endorsement issued by us and made part of this Coverage Part. This endorsement shall not increase the (3) To any lessor of equipment: applicable Limits of Insurance shown in the Declarations. (a) After the equipment lease expires; e. All other insuring agreements, exclusions, or and conditions of the policy apply. (b) If the "bodily injury", "property 2. Additional Insured -Broad Form Vendors damage", "personal and advertising injury" arises out of The following is added to SECTION II - sole negligence of the lessor LIABILITY, C.Who Is An Insured: (4) To any: Additional Insured -Broad Form Vendors (a) Owners or other interests from a. Any person or organization that is a vendor whom land has been leased if the with whom you agreed in a written contract "occurrence" takes place or the or written agreement to include as an offense is committed after the additional insured under this Coverage Part lease for the land expires; or is an insured, but only with respect to (b) Managers or lessors of premises liability for "bodily injury" or "property if: damage' arising out of your products' which are distributed or sold in the regular (i) The "occurrence" takes place course of the vendor's business. or the offense is committed b. The insurance afforded to such vendor after you cease to be a tenant described above: in that premises; or (1) Only applies to the extent permitted by The "bodily injury", "property law; damage", personal injury" or "advertising injury" arises out (2) Will not be broader than the insurance of structural alterations, new which you are required by the contract construction or demolition or agreement to provide for such operations performed by or on vendor; behalf of the manager or (3) Will not be broader than coverage lessor. provided to any other insured; and (5) To "bodily injury", "property damage" (4) Does not apply if the "bodily injury", or "personal and advertising injury" "property damage" or "personal and arising out of the rendering of or the advertising injury" is otherwise excluded failure to render any professional from coverage under this Coverage Part, services. including any endorsements thereto This exclusion applies even if the c. With respect to insurance afforded to such claims against any insured allege vendors, the following additional exclusions negligence or other wrongdoing in the apply: supervision, hiring, employment, The insurance afforded to the vendor does training or monitoring of others by not apply to: that insured, if the occurrence which caused the "bodily injury" or "property (1) "Bodily injury" or "property damage" for damage" or the offense which caused which the vendor is obligated to pay the "personal and advertising injury" damages by reasons of the assumption involved the rendering of or failure to of liability in a contract or agreement. render any professional services by or This exclusion does not apply to liability for you. for damages that the insured would d. With respect to the insurance afforded to have in the absence of the contract or these additional insureds, the following is agreement; added to SECTION II - LIABILITY, D. (2) Any express warranty unauthorized by Liability and Medical Expense Limits of you; Insurance: 391-1251 08 16 Includes copyrighted material of Insurance Services Office, Inc.,with its permission. Page 2 of 6 (3) Any physical or chemical change in The most we will pay on behalf of the the product made intentionally by the vendor; vendor for a covered claim is the lesser of the amount of insurance: (4) Repackaging, unless unpacked solely for the purpose of inspection, 1. Required by the contract or agreement demonstration, testing, or the described in Paragraph a.; or substitution_of parts under instruction 2. _ Available under the applicable Limits of from the manufacturer, and then Insurance shown in the Declarations; repackaged in the original container; This endorsement shall not increase the (5) Any failure to make such inspection, applicable Limits of Insurance shown in the adjustments, tests or servicing as the Declarations. vendor has agreed to make or 3. Alienated Premises normally undertakes to make in the usual course of business in SECTION II - LIABILITY, B. Exclusions, 1. connection with the sale of the Applicable To Business Liability Coverage, k. product; Damage to Property, paragraph (2) is replaced (6) Demonstration, installation, servicing by the following: or repair operations, except such (2) Premises you sell, give away or abandon, if operations performed at the vendor's the "property damage" arises out of any part premises in connection with the sale of those premises and occurred from of the product; hazards that were known by you, or should (7) Products which, after distribution or have reasonably been known by you, at the sale by you, have been labeled or time the property was transferred or relabeled or used as a container, part abandoned. or ingredient of any other thing or 4. Broad Form Property Damage - Borrowed substance by or for the vendor; Equipment,Customers Goods,Use of Elevators (8) "Bodily injury" or "property damage" a. The following is added to SECTION II - arising out of the sole negligence of LIABILITY, B. Exclusions, 1. Applicable To the vendor for its own acts or Business Liability Coverage, k. Damage to omissions or those of its employees Property: or anyone else acting on its behalf. Paragraph (4) does not apply to "property However, this exclusion does not damage' to borrowed equipment while at a apply to: jobsite and not being used to perform (a) The exceptions contained within operations. the exclusion in subparagraphs (4) Paragraph (3), (4) and (6) do not apply to or (6) above; or "property damage" to "customers goods" (b) Such inspections, adjustments, while on your premises nor to the use of tests or servicing as the vendor elevators. has agreed to make or normally b. For the purposes of this endorsement, the undertakes to make in the usual following definition is added to SECTION II - course of business, in connection LIABILITY, F. Liability and Medical Expenses with the distribution or sale of the Definitions: products. 1. "Customers goods" means property of (9) "Bodily injury" or 'property damage" your customer on your premises for the arising out of an "occurrence" that purpose of being: took place before you have signed the contract or agreement with the a. Worked on; or vendor. b. Used in your manufacturing process. (10)To any person or organization c. The insurance afforded under this provision included as an insured by another is excess over any other valid and endorsement issued by us and made collectible property insurance (including part of this Coverage Part. deductible) available to the insured whether (11)Any insured person or organization, primary, excess, contingent or on any other from whom you have acquired such basis. products, or any ingredient, part or 5. Incidental Malpractice- Employed Nurses, EMT's container, entering into, and Paramedics accompanying or containing such SECTION II - LIABILITY, C Who Is An Insured, products. paragraph 2.a.(1)(d) does not apply to a nurse, d. With respect to the insurance afforded to these vendors, the following is added to SECTION II - LIABILITY, D. Liability and Medical Expense Limits of Insurance: 391-1251 08 16 Includes copyrighted material of Insurance Services Office, Inc.,with its permission. Page 3 of 6 Hanover Insurance Group- OHCA346279 1308580 emergency medical technician or paramedic of "your products" has been employed by you if you are not engaged in found. the business or occupation of providing b. The following is added to SECTION II - medical, paramedical, surgical, dental, x-ray LIABILITY, C. Who Is An Insured, paragraph or nursing services. 3.b.: 6. Product Recall Expense "Product recall expense" arising out of any a. SECTION 11 - LIABILITY, B. Exclusions, 1. withdrawal or recall that occurred before Applicable To Business Liability Coverage, you acquired or formed the organization. o. Recall of Products, Work or Impaired c. The following is added to SECTION II - Property is replaced by the following: LIABILITY, D. Liability and Medical Expenses o. Recall of Products, Work or Impaired Limits of Insurance: Property Product Recall Expense Limits of Insurance Damages claimed for any loss, cost or a. The Limits of Insurance shown in the expense incurred by you or others for SUMMARY OF COVERAGES of this the loss of use, withdrawal, recall, endorsement and the rules stated below inspection, repair, replacement, fix the most that we will pay under this adjustment, removal or disposal of: Product Recall Expense Coverage (1) "Your product"; regardless of the number of: (2) "Your work"; or a. Insureds; (3) "Impaired property"; b. "Covered Recalls initiated; or If such product, work or property is c. Number of .,your products" withdrawn or recalled from the market withdrawn. or from use by any person or b. The Product Recall Expense Aggregate organization because of a known or Limit is the most that we will reimburse suspected defect, deficiency, you for the sum of all "product recall inadequacy or dangerous condition in expenses" incurred for all "covered it, but this exclusion does not apply to product recall expenses that you recalls" initiated during the policy incur for the "covered recall" of "your period. product". c. The Product Recall Each Occurrence However, the exception to the Limit is the most we will pay in p connection with any one defect or exclusion does not apply to "product deficiency. recall expenses" resulting from: (4) Failure of any products to d. All "product recall expenses" in accomplish their intended connection with substantially the same purpose; general harmful condition will be deemed to arise out of the same defect (5) Breach of warranties of fitness, or deficiency and considered one quality, durability or performance; "occurrence". (6) Loss of customer approval, or any e. Any amount reimbursed for "product cost incurred to regain customer recall expenses" in connection with any approval; one "occurrence" will reduce the amount (7) Redistribution or replacement of of the Product Recall Expense "your product" which has been Aggregate Limit available for recalled by like products or reimbursement of "product recall substitutes; expenses in connection with any other defect or deficiency. (8) Caprice or whim of the insured; f. If the Product Recall Expense Aggregate (9) A condition likely to cause loss of Limit has been reduced by which any insured knew or had reimbursement of "product recall reason to know at the inception of expenses" to an amount that is less than this insurance; the Product Recall Expense Each (10)Asbestos, including loss, damage Occurrence Limit, the remaining or clean up resulting from Aggregate Limit is the most that will be asbestos or asbestos containing available for reimbursement of "product materials; or recall expenses" in connection with any (11) Recall of "your products" that other defect or deficiency. have no known or suspected g. Product Recall Deductible defect solely because a known or We will only pay for the amount of suspected defect in another - -"product recall expenses" which are in 391-1251 08 16 Includes copyrighted material of Insurance Services Office, Inc.,with its permission. Page 4 of 6 excess of the $500 Product Recall (1) Communications, including radio or Deductible. The Product Recall television announcements or printed Deductible applies separately to each advertisements including stationary, "covered recall". The limits of envelopes and postage; insurance will not be reduced by the amount of this deductible. (2) Shipping the recalled products from any purchaser, distributor or user to We may, or will if required by law,pay the place or places designated by all or any part of any deductible you; amount, if applicable. Upon notice of our payment of a deductible amount, (3) Remuneration paid your regular you shall promptly reimburse us for employees"for necessary overtime; the part of the deductible amount we (4) Hiring additional persons, other than paid, your regular"employees'; The Product Recall Expense Limits of (5) Expenses incurred by "employees" Insurance apply separately to each including transportation and consecutive annual period and to any accommodations; remaining period of less than 12 months, (6) Expenses to rent additional starting with the beginning of the policy warehouse or storage space; period shown in the Declarations, unless (7) Disposal of your product", but only the policy period is extended after to the extent that specific methods of issuance for an additional period of less p than 12 months. In that case, the destruction other than those additional period will be deemed part of employed for trash discarding or the last preceding period for the purposes disposal are required to avoid of determining the Limits of Insurance. bodily injury' or "property damage" d. The following is added to SECTION II - as a result of such disposal, LIABILITY, E. Liability and Medical you incur exclusively for the purpose of Expense General Conditions, 2. Duties in recalling "your product"; and the Event of Occurrence, Offense, Claim b. Your lost profit resulting from such or Suit: "covered recall". You must see to it that the following are f. This Product Recall Expense Coverage does done in the event of an actual or not apply: anticipated "covered recall that may (1) If the "products - completed operations result in "product recall expense": hazard" is excluded from coverage (1) Give us prompt notice of any under this Coverage Part including any discovery or notification that "your endorsement thereto; or product" must be withdrawn or (2) To "product recall expense" arising out recalled. Include a description of of any of "your products" that are "your product" and the reason for the otherwise excluded from coverage under withdrawal or recall; this Coverage Part including (2) Cease any further release, shipment, endorsements thereto. consignment or any other method of 7. Unintentional Failure to Disclose Hazards distribution of like or similar products until it has been determined that all The following is added to SECTION II - such products are free from defects LIABILITY, E. Liability and Medical Expenses that could be a cause of loss under General Conditions: this insurance. Representations e. The following definitions are added under We will not disclaim coverage under this SECTION II - LIABILITY, F. Liability and Coverage Part if you fail to disclose all hazards Medical Expenses Definitions:: existing as of the inception date of the policy "Covered recall" means a recall made provided such failure is not intentional. necessary because you or a government g. Unintentional Failure to Notify body has determined that a known or suspected defect, deficiency, inadequacy, The following is added to SECTION II - or dangerous condition in "your product" LIABILITY, E. Liability and Medical Expenses has resulted or will result in "bodily injury" General Conditions, 2. Duties in the Event of or "property damage". Occurrence, Offense, Claim or Suit: "Product recall expense(s)" means: a. Necessary and reasonable expenses for: 391-1251 08 16 Includes copyrighted material of Insurance Services Office, Inc.,with its permission. Page 5 of 6 Hanover Insurance Group_ OHCA346279 1308580 Your rights afforded under this Coverage Part that the "bodily injury", "property damage" or shall not be prejudiced if you fail to give us notice "personal and advertising injury" is not covered of an 'occurrence", offense, claim or"suit', solely under this Policy. due to your reasonable and documented belief ALL OTHER TERMS, CONDITIONS,AND EXCLUSIONS REMAIN UNCHANGED. 391-1251 08 16 Includes copyrighted material of Insurance Services Office, Inc.,with its permission. Page 6 of 6 The r_-Jtll�l 4 Hanover Insurance Crou - P AWCA346115 1308580 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. BLANKET ADDITIONAL INSURED-PRIMARY AND NON-CONTRIBUTORY This endorsement modifies insurance provided under the following: BUSINESS AUTO COVERAGEPART A. The following is added to SECTION II - Primary and Non-Contributory LIABILITY COVERAGE, Paragraph A.1. Who Is If you agree in a written contract, written An Insured: agreement or written permit that the insurance Additional Insured if Required by Contract provided to a person or organization who If you agree in a written contract, written qualifies as an additional "insured" under agreement or written permit that a person or SECTION 11 - LIABILITY COVERAGE, Paragraph organization be added as an additional A.1. Who Is An Insured, subparagraph "insured" under this Coverage Part, such Additional Insured if Required by Contract is person or organization is an "insured"; but only primary ri r and non-contributory, the following to the extent that such person or organization qualifies as an "insured" under paragraph A.1.c. The liability coverage provided by this Coverage of this Section. Part is primary to any other insurance available If you agree in a written contract, written to the additional "insured" as a Named Insured. We will not seek contribution from any other agreement or written permit that a person or organization be added as an additional insurance available to the additional "insured" "insured" under this Coverage Part, the most except: we will pay on behalf of such additional (1) For the sole negligence of the additional "insured" is the lesser of: "insured"; or (1) The Limits of Insurance for liability coverage (2) For negligence arising out of the ownership, specified in the written contract, written maintenance or use of any "auto" not owned agreement or written permit; or by the additional "insured" or by you, unless (2) The Limits of Insurance for Liability that "auto" is a "trailer" connected to an Coverage shown in the Declarations "auto" owned by the additional "insured" or applicable to this Coverage Part. by you; or Such amount shall be part of and not in addition (3) When the additional "insured" is also an to the Limits of Insurance shown in the additional "insured" under another liability Declarations applicable to this Coverage Part. policy. Regardless of the number of covered "autos", C. This endorsement will apply only if the "insureds", premiums paid, claims made or "accident" occurs: vehicles involved in the "accident", the most we 1. During the policy period; will pay for the total of all damages and "covered pollution cost or expense" combined 2. Subsequent to the execution of the written resulting from any one "accident" is the Limit of contract or written agreement or the Insurance for Liability Coverage shown in the issuance of the written permit; and Declarations. 3. Prior to the expiration of the period of time B. The following is added to SECTION IV - that the written contract, written agreement BUSINESS AUTO CONDITIONS, Paragraph B. or written permit requires such insurance to General Conditions, subparagraph 5. Other be provided to the additional "insured". Insurance: D. Coverage provided to an additional "insured" will not be broader than coverage provided to any other "insured" under this Coverage Part. ALL OTHER TERMS, CONDITIONS,AND EXCLUSIONS REMAIN UNCHANGED. 461-0478 12 12 Includes copyrighted material of ISO Insurance Services Office, Inc.,with its permission Page 1 of 1