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HomeMy WebLinkAboutAGMT - Dixon Resources Unlimited (Parking Consultant)PROFESSIONAL SERVICES AGREEMENT Between City of Seal Beach 211 8th Street Seal Beach, CA 90740 L Dixon Resources Unlimited 3639 Midway Drive Suite B345 San Diego, CA 92110 213 - 716 -6933 This Professional Service Agreement ( "the Agreement') is made as of June 1, 2017 (the "Effective Date "), by and between Dixon Resources Unlimited ( "Consultant'), a Corporation, and the City of Seal Beach ( "City "), a California charter city, (collectively, "the Parties"). S7296- 0001 \1236808v1.doc 0 2 S7296- 0001 \1236808v1.doc RECITALS A. City desires certain professional services B. Consultant represents that it is qualified and able to provide City with such services. NOW THEREFORE, in consideration of the Parties' performance of the promises, covenants, and conditions stated herein, the Parties hereto agree as follows. AGREEMENT 1.0 Scope of Services 1.1. Consultant shall provide those services ( "Services ") set forth in the attached Exhibit A, which is hereby incorporated by this reference. To the extent that there is any conflict between Exhibit A and this Agreement, this Agreement shall control. 1.2. Consultant shall perform all Services under this Agreement in accordance with the standard of care generally exercised by like professionals under similar circumstances and in a manner reasonably satisfactory to City. 1.3. In performing this Agreement, Consultant shall comply with all applicable provisions of federal, state, and local law. 1.4. Consultant will not be compensated for any work performed not specified in the Scope of Services unless the City authorizes such work in advance and in writing. The City Manger may authorize extra work to fund unforeseen conditions up to the amount approved at the time of award by the City Council. Payment for additional work in excess of this amount requires prior City Council authorization. 2.0 Term This term of this Agreement shall commence as of the Effective Date and shall continue for a term of 1 year unless previously terminated as provided by this Agreement. 3.0 Consultant's Compensation City will pay Consultant in accordance with the hourly rates shown on the fee schedule set forth in Exhibit A for Services but in no event will the City pay more than $16,500. Any additional work authorized by the City pursuant to Section 1.4 will be compensated in accordance with the fee schedule set forth in Exhibit A. 2of10 S7296-0001\1 2368080 .doc 4.0 Method of Payment 4.1. Consultant shall submit to City monthly invoices for all services rendered pursuant to this Agreement. Such invoices shall be submitted within 15 days of the end of the month during which the services were rendered and shall describe in detail the services rendered during the period, the days worked, number of hours worked, the hourly rates charged, and the services performed for each day in the period. City will pay Consultant within 30 days of receiving Consultant's invoice. City will not withhold any applicable federal or state payroll and other required taxes, or other authorized deductions from payments made to Consultant. 4.2. Upon 24 -hour notice from City, Consultant shall allow City or City's agents or representatives to inspect at Consultant's offices during reasonable business hours all records, invoices, time cards, cost control sheets and other records maintained by Consultant in connection with this Agreement. City's rights under this Section 4.2 shall survive for two years following the termination of this Agreement. 5.0 Termination 5.1. This Agreement may be terminated by City, without cause, or by Consultant based on reasonable cause, upon giving the other party written notice thereof not less than 30 days prior to the date of termination. 5.2. This Agreement may be terminated by City upon 10 days' notice to Consultant if Consultant fails to provide satisfactory evidence of renewal or replacement of comprehensive general liability insurance as required by this Agreement at least 20 days before the expiration date of the previous policy. 6.0 Party Representatives 6.1. The City Manager is the City's representative for purposes of this Agreement. 6.2. Julie Dixon is the Consultant's primary representative for purposes of this Agreement. 7.0 Notices 7.1. All notices permitted or required under this Agreement shall be deemed made when personally delivered or when mailed 48 hours after deposit in the United States Mail, first class postage prepaid and addressed to the party at the following addresses: Qne sK S7296 -0001 \1236808v t .doc To City: City of Seal Beach Seal Beach, California 90740 Attn: City Manager To Consultant: Dixon Resources Unlimited 3639 Midway Drive Suite B345 San Diego, California 92110 Attn: Julie Dixon 7.2. Actual notice shall be deemed adequate notice on the date actual notice occurred, regardless of the method of service. 8.0 Independent Contractor 8.1. Consultant is an independent contractor and not an employee of the City. All services provided pursuant to this Agreement shall be performed by Consultant or under its supervision. Consultant will determine the means, methods, and details of performing the services. Any additional personnel performing services under this Agreement on behalf of Consultant shall also not be employees of City and shall at all times be under Consultant's exclusive direction and control. Consultant shall pay all wages, salaries, and other amounts due such personnel in connection with their performance of services under this Agreement and as required by law. Consultant shall be responsible for all reports and obligations respecting such additional personnel, including, but not limited to: social security taxes, income tax withholding, unemployment insurance, disability insurance, and workers' compensation insurance. 8.2. Consultant shall indemnify and hold harmless City and its elected officials, officers, employees, servants, designated volunteers, and agents serving as independent contractors in the role of City officials, from any and all liability, damages, claims, costs and expenses of any nature to the extent arising from Consultant's personnel practices. City shall have the right to offset against the amount of any fees due to Consultant under this Agreement any amount due to City from Consultant as a result of Consultant's failure to promptly pay to City any reimbursement or indemnification arising under this Section. 9.0 Subcontractors No portion of this Agreement shall be subcontracted without the prior written approval of the City. Consultant is fully responsible to City for the performance of any and all subcontractors. 4of10 S7296- 0001 \1236808v1.doc 10.0 Assignment Consultant shall not assign or transfer any interest in this Agreement whether by assignment or novation, without the prior written consent of City. Any purported assignment without such consent shall be void and without effect. 11.0 Insurance 11.1. Consultant shall not commence work under this Agreement until it has provided evidence satisfactory to the City that Consultant has secured all insurance required under this Section. Consultant shall furnish City with original certificates of insurance and endorsements effecting coverage required by this Agreement on forms satisfactory to the City. The certificates and endorsements for each insurance policy shall be signed by a person authorized by that insurer to bind coverage on its behalf, and shall be on forms provided by the City if requested. All certificates and endorsements shall be received and approved by the City before work commences. The City reserves the right to require complete, certified copies of all required insurance policies, at any time. 11.2. Consultant shall, at its expense, procure and maintain for the duration of the Agreement, insurance against claims for injuries to persons or damages to property that may arise from or in connection with the performance of this Agreement. Insurance is to be placed with insurers with a current A.M. Best's rating no less than A: VIII, licensed to do business in California, and satisfactory to the City. Coverage shall be at least as broad as the latest version of the following: (1) General Liability: Insurance Services Office Commercial General Liability coverage (occurrence form CG 0001); (2) Automobile Liability: Insurance Services Office Business Auto Coverage form number CA 0001, code 1 (any auto); and, if required by the City, (3) Professional Liability. Consultant shall maintain limits no less than: (1) General Liability: $2,000,000 per occurrence for bodily injury, personal injury and property damage and if Commercial General Liability Insurance or other form with a general aggregate limit is used, either the general aggregate limit shall apply separately to this Agreement/location or the general aggregate limit shall be twice the required occurrence limit; (2) Automobile Liability: $1,000,000 per accident for bodily injury and property damage; and (3) Professional Liability: $1,000,000 per claim /aggregate. 11.3. The insurance policies shall contain the following provisions, or Consultant shall provide endorsements on forms supplied or approved by the City to state: (1) coverage shall not be suspended, voided, reduced or canceled except after 30 days prior written notice by certified mail, return receipt requested, has been given to the City; (2) any failure to comply with reporting or other provisions of the policies, including breaches of warranties, shall not affect coverage provided to the City, its directors, officials, officers, (3) coverage shall be primary insurance as respects the City, its directors, officials, officers, 5of10 S7296- 0001 \12368080 doc employees, agents and volunteers, or if excess, shall stand in an unbroken chain o coverage excess of -the Consultant'ss schee uled underlying coverage and -that any insurance or self- insurance maintained by the City, its directors, officials, officers, employees, agents and volunteers shall be excess of the Consultant's insurance and shall not be called upon to contribute with it; (4) for general liability insurance, that the City, its directors, officials, officers, employees, agents and volunteers shall be covered as additional insureds with respect to the services or operations performed by or on behalf of the Consultant, including materials, parts or equipment furnished in connection with such work; and (5) for automobile liability, that the City, its directors, officials, officers, employees, agents and volunteers shall be covered as additional insureds with respect to the ownership, operation, maintenance, use, loading or unloading of any auto owned, leased, hired or borrowed by the Consultant or for which the Consultant is responsible. 11.4. All insurance required by this Section shall contain standard separation of insureds provisions and shall not contain any special limitations on the scope of protection afforded to the City, its directors, officials, officers, employees, agents, and volunteers. 11.5. Any deductibles or self- insured retentions shall be declared to and approved by the City. Consultant guarantees that, at the option of the City, either: (1) the insurer shall reduce or eliminate such deductibles or self- insured retentions as respects the City, its directors, officials, officers, employees, agents, and volunteers; or (2) the Consultant shall procure a bond guaranteeing payment of losses and related investigation costs, claims and administrative and defense expenses. 12.0 Indemnification, Hold Harmless, and Duty to Defend Consultant shall defend, indemnify, and hold the City, its officials, officers, employees, volunteers and agents serving as independent contractors in the role of city officials (collectively "Indemnitees ") free and harmless from any and all claims, demands, causes of action, costs, expenses, liability, loss, damage or injury, in law or equity, to property or persons, including wrongful death, in any manner arising out of or incident to any acts or omissions of Consultant, its employees, or its agents in connection with the performance of this Agreement, including without limitation the payment of all consequential damages and attorneys' fees and other related costs and expenses, except for such loss or damage arising from the sole negligence or willful misconduct of the City. With respect to any and all such aforesaid suits, actions, or other legal proceedings of every kind that may be brought or instituted against Indemnitees, Consultant shall defend Indemnitees, at Consultant's own cost, expense, and risk, and shall pay and satisfy any judgment, award, or decree that may be rendered against Indemnitees. Consultant shall reimburse City and its directors, officials, officers, employees, agents and /or volunteers, for any and all legal expenses and costs incurred by each of them in connection therewith or in enforcing the indemnity 6of10 S7296- 0001 \1236808vt.doc herein provided. Consultant's obligation to indemnify shall not be restricted to insurance proceeds, if any, received —by Consultant -the City -its directors, officials, officers, employees, agents or volunteers. All duties of Consultant under this Section shall survive termination of this Agreement. 13.0 Equal Opportunity Consultant affirmatively represents that it is an equal opportunity employer. Consultant shall not discriminate against any subcontractor, employee, or applicant for employment because of race, religion, color, national origin, handicap, ancestry, sex, sexual orientation, or age. Such non - discrimination includes, but is not limited to, all activities related to initial employment, upgrading, demotion, transfer, recruitment or recruitment advertising, layoff, or termination. 14.0 Labor Certification By its signature hereunder, Consultant certifies that it is aware of the provisions of Section 3700 of the California Labor Code that require every employer to be insured against liability for Workers' Compensation or to undertake self- insurance in accordance with the provisions of that Code, and agrees to comply with such provisions before commencing the performance of the Services. 15.0 Entire Agreement This Agreement contains the entire agreement of the parties with respect to the subject matter hereof, and supersedes all prior negotiations, understandings, or agreements. This Agreement may only be modified by a writing signed by both parties. 16.0 Severability The invalidity in whole or in part of any provisions of this Agreement shall not void or affect the validity of the other provisions of this Agreement. 17.0 Governing Law This Agreement shall be governed by and construed in accordance with the laws of the State of California. 18.0 No Third Party Rights No third party shall be deemed to have any rights hereunder against either party as a result of this Agreement. 7of10 S7296-0001 \1 236808vi.doc 19.0 Waiver No waiver of any default shall constitute a waiver of any other default or breach, whether of the same or other covenant or condition. No waiver, benefit, privilege, or service voluntarily given or performed by a party shall give the other party any contractual rights by custom, estoppel, or otherwise. 20.0 Prohibited Interests; Conflict of Interest 20.1. Consultant covenants that it presently has no interest and shall not acquire any interest, direct or indirect, which may be affected by the Services, or which would conflict in any manner with the performance of the Services. Consultant further covenants that, in performance of this Agreement, no person having any such interest shall be employed by it. Furthermore, Consultant shall avoid the appearance of having any interest, which would conflict in any manner with the performance of the Services. Consultant shall not accept any employment or representation during the term of this Agreement which is or may likely make Consultant "financially interested" (as provided in California Government Code § §1090 and 87100) in any decision made by City on any matter in connection with which Consultant has been retained. 20.2. Consultant further warrants and maintains that it has not employed or retained any person or entity, other than a bona fide employee working exclusively for Consultant, to solicit or obtain this Agreement. Nor has Consultant paid or agreed to pay any person or entity, other than a bona fide employee working exclusively for Consultant, any fee, commission, gift, percentage, or any other consideration contingent upon the execution of this Agreement. Upon any breach or violation of this warranty, City shall have the right, at its sole and absolute discretion, to terminate this Agreement without further liability, or to deduct from any sums payable to Consultant hereunder the full amount or value of any such fee, commission, percentage or gift. 20.3. Consultant warrants and maintains that it has no knowledge that any officer or employee of City has any interest, whether contractual, non - contractual, financial, proprietary, or otherwise, in this transaction or in the business of Consultant, and that if any such interest comes to the knowledge of Consultant at any time during the term of this Agreement, Consultant shall immediately make a complete, written disclosure of such interest to City, even if such interest would not be deemed a prohibited "conflict of interest" under applicable laws as described in this subsection. 21.0 Attorneys' Fees If either party commences an action against the other party, legal, administrative or otherwise, arising out of or in connection with this Agreement, the prevailing 8of10 S7296 -0001 \1236808v 1.doc party in such litigation shall be entitled to have and recover from the losing party ali-of- its-attomeys' feesand-other Costs-incurred-in n connection therewith. 22.0 Exhibits All exhibits referenced in this Agreement are hereby incorporated into the Agreement as if set forth in full herein. In the event of any material discrepancy between the terms of any exhibit so incorporated and the terms of this Agreement, the terms of this Agreement shall control. 23.0 Corporate Authority The person executing this Agreement on behalf of Consultant warrants that he or she is duly authorized to execute this Agreement on behalf of said Party and that . by his or her execution, the Consultant is formally bound to the provisions of this Agreement. IN WITNESS WHEREOF, the Parties hereto, through their respective authorized representatives have executed this Agreement as of the date and year first above written. CITY OF SEAL BEACH CONSULTANT By: i Joe Miller, Police Chief Name: Julie Dixon Attest: _ / Its: Principal Clerk Approved By: / g A. Steele, City Attorney 9of10 S7296 -0001 \1236808v1.doc N101T' `* DIXON Proposal To: City of Seal Beach From: DIXON Date:5/18/2017 Re: Project Management and Operational Support Scope of Work Hi Vikki and Steve, The following is Dixon Resources Unlimited ( DIXON) proposal to provide additional parking support services to the City of Seal Beach, effective immediately. Scope of Services Task A. Seal Beach Municipal Signage & Code Review ➢ DIXON will Review and outline of recommended revisions and changes to Seal Beach MUTC parking signage intent of improving and streamlining public parking services provided by the City Task B. Parking Technology Pilot ➢ DIXON will lead the coordination of a parking technology pilot with selected vendors for approximately 60 to 90 -day trial of multi -space pay station and /or single -space meter technology ➢ DIXON will provide ongoing support and oversight of parking technology pilot ➢ DIXON will support the City's public outreach efforts for successful deployment and execution of pilot Task C. Data Ticket Equipment & Services Support ➢ DIXON will assist City in the coordination of enforcement technology and overall services enhancement with City's contract vendor for citation processing services Task D. Mobile Payment Solicitation ➢ DIXON will assist the City in the development of a Request for Proposals (RFP) solicitation for a mobile payment application for paid parking in the Seal Beach off - street paid parking lots. Task E. Additional Services ➢ DIXON will work with the City to support additional services as identified. Support terms will be mutually agreed upon between both parties. DIXON Support for the above Scope of Service will be based upon a flat fee in which DIXON will support the City with the stated parking related tasks as they are presented rather than task specific estimated. The minimum agreement for this option is 2- months at a $8,250.00 per month fee, including at least one (1) day trip to the City per month. This is a program management model that will provide the City with direct support needed to ensure an efficient and optimized parking operation. 1 ® 4 o CERTIFICATE OF LIABILITY INSURANCE DATE (MMIDDM'YYI 5/19/2017 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_CONTRAC_T_B_ETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER, AND THE CERTIFICATE HOLDER. IMPORTANT: If the certificate holder is an ADDITIONAL INSURED, the policy(ies) must be endorsed. If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy, certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). PRODUCER Wood Gutmann & Bogart Insurance Brokers License #0679263 15901 Red Hill Ave., Suite 100 CONTACT V Sellier -FI nn NAME: y PHONE 714 - 505-7000 FAX .714- 573 -1770 _UUC.N_ 1ALC.N E DARESS:vy @wgbib.com INSURERS AFFORDING COVERAGE NAICp Tustin CA 92780 INsORERA:Sentlnel Insurance Company Ltd INSURED DIXON -1 INSURERB:Admiral Insurance Co. 12/17/2017 INSURER G: $2000,000 Dixon Resources Unlimited INSURER D: S1.000.000 Julie Dixon 3639 Midway Drive Ste B345 San Diego CA 92110 INSURER E: $10,000 INSURER F orn,•c w uacco. 1Di RR599RR REVISION NUMBER: COVERAGES -.1. ,r THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. INSR LTR rypE OF INSURANCE INSD HER WVD POLICY NUMBER POLICY EFF MMIODIYVYY POLICY EXP MMl00fYYYY LIMITS A X COMMERCIAL GENERAL LIABILITY CLAIMS -MADE 51 OCCUR 72SBAAN5235 12/17/2016 12/17/2017 EACH OCCURRENCE $2000,000 DAMAGE TO RENTED PREMISES Ea occurrence S1.000.000 MED EXP (Any one person) $10,000 PERSONAL BADV INJURY $2,000000 GEN'L AGGREGATE LIMIT APPLIES PER GENERAL AGGREGATE $4,000,000 PRODUCTS -COMPIOPAGG $4,000,000 x POLICY 0 PRO ❑ LOC ECT 8 OTHER. • AUTOMOBILE LIABILITY 72SBAAN5235 12/17/2016 12/17/2017 E L $2,000,000 RY (Per person) $ ANY AUTO URY(Peractldent) 8 ALL OWNED SCH EDULED AUTOS NONOWNED HIRED AUTOS X AUTOS DAMAGE t MBRELLALIAB OCCUR RRENCE $ E 8 EXCESS LIAR CLAIMS -MADE DED RETENTION$ $ • WORKERS COMPENSATION 72WECGI4348 12/17/2016 12117/2017 X I STATUTE I I ERH E.L. EACH ACCIDENT $1000,000 AND EMPLOYERS' LIABLITY YIN ANY PROPRIETORIPARTNERIEXECUTIVE E.L. DISEASE - EA EMPLOYEE $1000,000 OFFICERIMEMBER EXCLUDED? ❑NIA (Mandatory in NH) EL .DISEASE - POLICY LIMIT $1,000,000 If yes descree under DESCRIPTION OF OPERATIONS below B Professional Liability E000002138905 12/17/2016 121172017 Limit $2000,000 Deductible $2,500 DESCRIPTION OF OPERATIONS I LOCATIONS I VEHICLES (ACORD 101, Additional Remarks Schedule, may be attached if more space is required) City of Seal Beach its directors, officials, officers, employees, agents, and volunteer are named as additional insured on the General Liability per attached SS00080405 as required by written contract subject to the terms and conditions of the policy. Primary and Non- Contributory applies on the General Liability per attached SS00080405 Cancellation wording applies per attached SS 1223 06 11 and E01208 03 13 SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE City of Seal Beach THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN 211 8th Street ACCORDANCE WITH THE POLICY PROVISIONS. Seal Beach CA 90740 AUTHORIZED REPRESENTATIVE n IgRR -2014 ACORD CORPORATION. All rights reserved, ACORD 26 (2014/01) The ACORD name and logo are registered marks of ACORD A. Claims Outside of the United States of America, Puerto Rico and Canada Ifa,Claim -is- brought - outside ofxhc- United - States -of- America - (including- its.terri tories. and.possessions).- Puerto-Rico or Canada, the following shall apply: 1. We will have the right but not the duty to defend the claim or suit. 2. The Insured will initiate a defense of the claim or suit in accordance with the following conditions: a. We retain the right to assume and control the investigation, adjustment.ordefcnse of any claim or suit at any time. b. In the event we do not exercise our right or are prevented from doing so because we are not licensed or permitted by law in the applicable jurisdiction :to defend the Insured, we will reimburse the Insured for any reasonable and necessary claim expenses incurred for the investigation of a claim or defense of a suit seek- ing damages to which this insurance applies, that we would have paid had we exercised our right to defend. No such claim expenses or damages shall be paid by any Insured without our prior written consent. B. Payment of Sums Outside of the United States of America, Puerto Rico and Canada 1, if the Insured becomes legally obligated to pay sums because of damages to which this insurance applies in a part of the policy territory outside of the United States of America (including its territories and possessions), Puerto Rico or Canada, and we are prevented froMpaying such sums and associated claim expenses,:if applica- ble, because we are not licensed or permitted by law in the applicable jurisdiction to pay, such sums on the In- sured's behalf, we will reimburse the Insured for such sumsto the cxtcnt_.permiued by law 2. The premium and all payments or reimbursements we make for damages and claim expenses because ofjudg- ments or settlements are payable when due in United States currency unless otherwise specified in the Declara- tions. Ifjudgmcm is rendered, settlement is made or another element of sums paid for damages or claim ex- penses is stated in a currency other than United'. States currency._ then payment under this insurance shall be made in the currency stated in the Declarations at the prevailing rate of exchange as published on OANDA.com as of the date payment is made. In no event shall we pay more than the. Limits of Insurance shown in the Decla- rations. C. Coverage Disputes 1. Any disputes between you and us as to whether there is coverage under this insurance must be filed in the courts of the United States of America (including its territories and possessions),; Puerto Rico or Canada. D. Compulsory Coverage The insured most fully maintain any imurance coverage required by law, regulation or other governmental authority during the policy period, except for reduction of the aggregate Limits of Insurance as shown in the declarations due to payments of claims. settlements or judgments, damages, or claim expenses. 1. No Substitute for Compulsory Coverage This insurance is not a substitute for any insurance coverage that is required by law, regulation or other govern- mental authority that is required to be in force to satisfy the legal requirements of a given jurisdiction. 2. Failure to Maintain Compulsory Coverage Failure to maintain such insurance coverage required by law, regulation or other governmental authority will not invalidate this insurance: however, this insurance will apply as if the insurance coverage required by law, regula- tion or other governmental authority was in full effect. V. EXCLUSIONS This policy does not apply to: A. A claim made by an Insured against any other Insured: B. Any claim based upon or arising out of, in whole or in part, directly or indirectly, a wrongful, dishonest, fraudulent, criminal or malicious act if a final, non - appealable judgment or adjudication adverse to the Insured establishes such a wrongful, dishonest, fraudulent, criminal or malicious act. This exclusion does not apply to Claim Expenses incurred in defending any such Claim alleging the foregoing until such time as there is a final adjudication, judgment, binding arbitration decision or conviction against any Insured, or admis- sion by an Insured, establishing such wrongful, criminal, dishonest, fraudulent or malicious conduct or a plea of nolo EO 12 08 03 13 Page 5 of 10 13 contendure or no contest regarding such conduct, at which time the Named Insured shall reimburse us for all Claim Ex- penses ncattred defending the_Claim and we shall have no further liability for Claim Expenses. This exclusion does not apply to any liability of the Named Insured or any Insured that did not personally participate in or personally commit the wrongful, dishonest, fraudulent, criminal or malicious act, if coverage would otherwise be af- forded by this policy for the resulting damages. C. any claim based upon or arising out of, in whole or in pair directly or indirectly, the ownership, maintenance, use, loading, unloading, or entrustment to others, including the loaning thereof; of: -- -- 1. any airplane, helicopter or aircraft; 2. any automobile, motorcycle. moped, truck, three-wheeler, snowmobile or other motor vehicle of whatever type or nature, whether designed for travel on or off public roads: or 3. any motor or sail boats or other watercraft, of whatever type or nature, owned, opereted,lrcntod by or loaned to any Insured. D. any claim based upon or arising out of, in whole or in part, directly or indirectly, the insolvency or bankruptcy of any Insured or any pawn, firm or organization;. E. any claim based upon or arising out of in whole or in part, directly or indirectly, discrimination, violation of civil rights, or any allegation that a person was subjected to 6nfair treatment or a denial or reduction of benefits, privileges or accommodation in violation of any law, statute, ordinance or regulation designed to ensure equal access to oppor- tunities, goods. services, facilities, and accommodations; F. any claim based upon or arising out of, in whole or in part, directly or indirectly, sexual harassment, coercion, quid - pro -quo offer of professional services for sexual favors,: or other verbal or physical conduct of a sexual nature; G. any claim based upon or arising out of, in whole or in part, directly or indirectly, sexual abuse; H. any claim based upon or arising out of, in whole or inpart, directly or indirectly, any Ins tred'.slactivities as owner, sole proprietor, superintendent, executive officer, director, partner, trustee or employee of any organization which is not shown as a Named Insured on this policy; 1. any claim based upon or arising out of, directly or indirectly, in whole or in part, the presence, discharge, dispersal, release or escape of smoke, vapors, soot, fumes, acids, alkalis, toxic chemicals, liquids or gases, oil or other petro- leum substances or derivatives, waste materials or other irritants, contaminants, pollutants or any substances includ- ing asbestos which arc or may ibjurious to public health or the environment(herein called hazardous substances) into or upon land. the atmosphere or any water course: or body of water. of indoors. It is funkier agreed that this policy does not apply to any claim or liability including expenses for: 1. the costs of clean up or removal of hazardous subsrance%,; or 2. the cost of such actions as may be necessary to monitor, assess and evaluate, the presence, discharge, dispersal, escape, release, or threat of same, of hazardous substances; or 3. the cost of disposal of hazardous substances or the taking of such other action as may be necessary to temporar- ily or permanently prevent, minimize, or mitigate damage to the public health or welfare or to the environment, which may otherwise result: or 4. any loss, cost, or expense arising out of any government direction or request that the Named Insured test for, monitor, clean up, remove, contain, treat, detoxify or neutralize pollutants. J. any claim for which you or any carrier as your insurer may be liable, under any Workers' Compensation, Unem- ployment Compensation, Disability Benefits Law, the Employee Retirement Income Security Act of 1974 and as amended, or under any similar law or regulation; or to any liability of the Insured arising out of the injury, sickness, disease or death resulting therefrom of any employee of any Insured arising out of and in the course of his employ- ment by the Insured; K. any claim based upon or arising out of, directly or indirectly, in whole or in part, any nuclear reaction, radiation or contamination, under any circumstances and regardless of cause, within or originating from a nuclear facility; L. any claim based upon or arising out of, directly or indirectly, in whole or in part, any misappropriation, infringement, or use of a copyright, title, slogan, patent, trademark, trade -name, trade dress, service mark, domain name, trade se- cret or any violation of an intellectual property right or law; EO 12 08 03 13 Page 6 of 10 ❑ THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. NOTICE OF CANCELLATION TO CERTIFICATE HOLDER(S) This policy is subject to the following additional Conditions: A. If this policy is cancelled by the Company, other than for non - payment of premium, notice of such cancellation will be provided at least thirty (30) days in advance of the cancellation effective date to the certificate holder(s) with mailing addresses on file with the agent of record or the Company. B. If this policy is cancelled by the company for non- payment of premium, or by the insured, notice of such cancellation will be provided within ten (10) days of the cancellation effective date to the certificate holder(s) with mailing addresses on file with the agent of record or the Company. Form SS 12 23 06 11 If notice is mailed, proof of mailing to the last known mailing address of the certificate holder(s) on file with the agent of record or the Company will be sufficient proof of notice. Any notification rights provided by this endorsement apply only to active certificate holder(s) who were issued a certificate of insurance applicable to this policy's term. Failure to provide such notice to the certificate holder(s) will not amend or extend the date the cancellation becomes effective, nor will it negate cancellation of the policy. Failure to send notice shall impose no liability of any kind upon the Company or its agents or representatives. © 2011. The Hartford Page 1 of 1 (6) When You Are Added As An Additional Insured To Other That is other insurance available to you covering liability for damages arising out of the premises or operations, or products and completed operations, for which you have been added as an additional insured by that insurance, or (7) When You Add Others As An Additional insured To This Insurance That is other insurance available to an additional insured. However, the following provisions apply to other insurance available to any person or organization who is an additional insured under this Coverage Part : (a) Primary Insurance When Required By Contract This insurance is primary if you have agreed in a written contract, written agreement or permit that this insurance be primary. If other insurance is also primary, we will share with all that other insurance by the method described in c. below. (b) Primary And Non- Contributory To Other Insurance When Required By Contract If you have agreed in a written contract, written agreement or permit that this insurance is primary and non - contributory with the additional insured's own insurance, this insurance is primary and we will not seek contribution from that other insurance. Paragraphs (a) and (b) do not apply to other insurance to which the additional insured has been added as an additional insured. When this insurance is excess, we will have no duty under this Coverage Part to defend the insured against any "suit" if any other insurer has a duty to defend the insured against that "suit ". If no other insurer defends, we will undertake to do so, but we will be entitled to the insured's rights against all those other insurers BUSINESS LIABILITY COVERAGE FORM When this insurance is excess over other insurance, we will pay only our share of exceeds the sum of (1) The total amount that all such other insurance would pay for the loss in the absence of this insurance, and (2) The total of all deductible and self - insured amounts under all that other insurance. We will share the remaining loss, if any, with any other insurance that is not described in this Excess Insurance provision and was not bought specifically to apply in excess of the Limits of Insurance shown in the Declarations of this Coverage Part. C. Method Of Sharing If all the other insurance permits contribution by equal shares, we will follow this method also. Under this approach, each insurer contributes equal amounts until it has paid its applicable limit of insurance or none of the loss remains, whichever comes first. If any of the other insurance does not permit contribution by equal shares, we will contribute by limits. Under this method, each insurer's share is based on the ratio of its applicable limit of insurance to the total applicable limits of insurance of all insurers. 8. Transfer Of Rights Of Recovery Against Others To Us a. Transfer Of Rights Of Recovery If the insured has rights to recover all or part of any payment, including supplementary Payments, we have made under this Coverage Part, those rights are transferred to us. The insured must do nothing after loss to impair them. At our request, the insured will bring "suit" or transfer those rights to us and help us enforce them. This condition does not apply to Medical Expenses Coverage. b. Waiver Of Rights Of Recovery (Waiver Of Subrogation) If the insured has waived any rights of recovery against any person or organization for all or part of any payment, including Supplementary Payments, we have made under this Coverage Part, we also waive that right, provided the insured waived their rights of recovery against such person or organization in a contract, agreement or permit that was executed prior to the injury or damage. Form SS 00 08 04 05 Page 17 of 24 BUSINESS LIABILITY COVERAGE FORM (b) Rented to, in the care, custody or b. Coverage under this provision does not control of, or over which physical apply to: control -is- being- exercised - for -any (1)— "Bodily- injury" -or- "property- damage" purpose by you, any of your that occurred; or "employees ", "volunteer workers ", (2) 'Personal and advertising injury" any partner or member (if you are arising out of an offense committed a partnership or joint venture), or any member (if you are a limited before you acquired or formed the liability company). organization. b. Real Estate Manager Any person (other than your "employee" or "volunteer worker "), or any organization while acting as your real estate manager. c. Temporary Custodians Of Your Property Any person or organization having proper temporary custody of your property if you die, but only (1) With respect to liability arising out of the maintenance or use of that property; and (2) Until your legal representative has been appointed. d. Legal Representative if You Die Your legal representative if you die, but only with respect to duties as such. That representative will have all your rights and duties under this insurance. e. Unnamed Subsidiary Any subsidiary and subsidiary thereof, of yours which is a legally incorporated entity of which you own a financial interest of more than 50% of the voting stock on the effective date of this Coverage Part. The insurance afforded herein for any subsidiary not shown in the Declarations as a named insured does not apply to injury or damage with respect to which an insured under this insurance is also an insured under another policy or would be an insured under such policy but for its termination or upon the exhaustion of its limits of insurance. 3. Newly Acquired Or Formed Organization Any organization you newly acquire or form, other than a partnership, joint venture or limited liability company, and over which you maintain financial interest of more than 50% of the voting stock, will qualify as a Named Insured if there is no other similar insurance available to that organization. However: a. Coverage under this provision is afforded only until the 180th day after you acquire or form the organization or the end of the policy period, whichever is earlier; and 4. Operator Of Mobile Equipment With respect to "mobile equipment" registered in your name under any motor vehicle registration law, any person is an insured while driving such equipment along a public highway with your permission. Any other person or organization responsible for the conduct of such person is also an insured, but only with respect to liability arising out of the operation of the equipment, and only if no other insurance of any kind is available to that person or organization for this liability. However, no person or organization is an insured with respect to: a. 'Bodily injury" to a co- "employee" of the person driving the equipment; or b. "Property damage" to property owned by, rented to, in the charge of or occupied by you or the employer of any person who is an insured under this provision. 5. Operator of Nonowned Watercraft With respect to watercraft you do not own that is less than 51 feet long and is not being used to carry persons for a charge, any person is an insured while operating such watercraft with your permission. Any other person or organization responsible for the conduct of such person is also an insured, but only with respect to liability arising out of the operation of the watercraft, and only if no other insurance of any kind is available to that person or organization for this liability. However, no person or organization is an insured with respect to: a. "Bodily injury" to a co- "employee" of the person operating the watercraft; or b. 'Property damage" to property owned by, rented to, in the charge of or occupied by you or the employer of any person who is an insured under this provision. 6. Additional Insureds When Required By Written Contract, Written Agreement Or Permit The person(s) or organization(s) identified in Paragraphs a. through f. below are additional insureds when you have agreed, in a written Form SS 00 08 04 05 Page 11 of 24 BUSINESS LIABILITY COVERAGE FORM contract, written agreement or because of a (e) Any failure to make such permit issued by a state or political inspections, adjustments, tests or subdivision,- that_such_person_or_ organization servicing—as—the vendor has be added as an additional insured on your agreed to make or normally policy, provided the injury or damage occurs undertakes to make in the usual subsequent to the execution of the contract or course of business, in connection agreement, or the issuance of the permit. with the distribution or sale of the A person or organization is an additional products; (t7 Demonstration, installation, insured under this provision only for that servicing or repair operations, period of time required by the contract, except such operations performed agreement or permit. at the vendor's premises in However, no such person or organization is an connection with the sale of the additional insured under this provision if such product; person or organization is included as an (g) Products which, after distribution additional insured by an endorsement issued or sale by you, have been labeled by us and made a part of this Coverage Part, or relabeled or used as a including all persons or organizations added container, part or ingredient of any as additional insureds under the specific other thing or substance by or for additional insured coverage grants in Section F. — Optional Additional Insured Coverages. the vendor; or a. Vendors (h) "Bodily injury" or "property damage" arising out of the sole An person (s) or organization(s) refe red to Y Pe () ( negligence of the vendor for its below as vendor), but only with respect to own acts or omissions or those of "bodily injury" or "property damage" arising its employees or anyone else out of "your products' which are distributed acting on its behalf. However, this or sold in the regular course of the vendor's exclusion does not apply to: business and only if this Coverage Part "bodily (i) The exceptions contained in provides coverage for injury" or Subparagraphs (d) or (f); or "properly damage" included within the "products-completed operations hazard ". (ii) Such inspections, adjustments, (1) The insurance afforded to the vendor tests or servicing as the vendor is subject to the following additional has agreed to make or normally undertakes to make in the usual exclusions: course of business, in This insurance does not apply to: connection with the distribution (a) "Bodily injury" or "property or sale of the products. damage" for which the vendor is (2) This insurance does not apply to any obligated to pay damages by insured person or organization from reason of the assumption of whom you have acquired such products, liability in a contract or agreement. or any ingredient, part or container, This exclusion does not apply to entering into, accompanying or liability for damages that the containing such products. vendor would have in the absence b. Lessors Of Equipment of the contract or agreement; (b) Any express warranty (1) Any person or organization from unauthorized by you; whom you lease equipment; but only with respect to their liability for "bodily c An physical or chemical change injury", property damage' or in the product made intentionally "personal and advertising injury" b the vendor; Y caused, in whole or in part, by your (d) Repackaging, except when maintenance, operation or use of unpacked solely for the purpose of equipment leased to you by such inspection, demonstration, testing, person or organization. or the substitution of parts under instructions from the manufacturer, and then repackaged in the original container; Page 12 of 24 Form SS 00 08 04 05 BUSINESS LIABILITY COVERAGE FORM (2) With respect to the Insurance afforded e. Permits Issued By State Or Political to these additional insureds, this Subdivisions insurance— doas_.not._apply_to_ any (1)— Any - state -or- political- subdivision, but "occurrence" which takes place after only with respect to operations you cease to lease that equipment. performed by you or on your behalf for c. Lessors Of Land Or Premises which the state or political subdivision (1) Any person or organization from has issued a permit. whom you lease land or premises, but only with respect to liability arising out of the ownership, maintenance or use of that part of the land or premises leased to you. (2) With respect to the insurance afforded to these additional insureds, this insurance does not apply to: (a) Any "occurrence" which takes place after you cease to lease that land or be a tenant in that premises, or (2) With respect to the insurance afforded to these additional insureds, this insurance does not apply to: (a) "Bodily injury", "property damage" or "personal and advertising injury" arising out of operations performed for the state or municipality; or (b) "Bodily injury' or "property damage" included within the "products - completed operations hazard ". f. Any Other Party (b) Structural alterations, new (1) Any other person or organization who construction or demolition is not an insured under Paragraphs a. operations performed by or on through e. above, but only with behalf of such person or respect to liability for "bodily injury", organization. "property damage" or "personal and d. Architects, Engineers Or Surveyors advertising injury" caused, in whole or (1) Any architect, engineer, or surveyor, but in part, by your acts or omissions or only with respect to liability for "bodily the acts or omissions of those acting injury", "property damage" or "personal on your behalf: and advertising injury" caused, in whole (a) in the performance of your or in part, by your acts or omissions or ongoing operations; the acts or omissions of those acting on (b) In connection with your premises your behalf: owned by or rented to you; or (a) In connection with your premises; (c) In connection with "your work" and or included within the "products - (b) In the performance of your completed operations hazard ", but ongoing operations performed by only if you or on your behalf. (i) The written contract or written (2) With respect to the insurance afforded agreement requires you to to these additional insureds, the provide such coverage to following additional exclusion applies: such additional insured; and This insurance does not apply to (il) This Coverage Part provides "bodily injury", "property damage" or coverage for "bodily injury' or "personal and advertising injury' "property damage" included arising out of the rendering of or the within the "products - failure to render any professional completed operations hazard ". services by or for you, including: (2) With respect to the insurance afforded (a) The preparing, approving, or to these additional insureds, this failure to prepare or approve, insurance does not apply to: maps, shop drawings, opinions, "Bodily injury', "property damage" or reports, surveys, field orders, "personal and advertising injury" change orders, designs or arising out of the rendering of, or the drawings and specifications; or failure to render, any professional (b) Supervisory, inspection, architectural, engineering or surveying architectural or engineering services, including: activities. Form SS 00 08 04 05 Page 13 of 24 BUSINESS LIABILITY COVERAGE FORM (a) The preparing, approving, or This General Aggregate limit does not failure to prepare or approve, apply to "property damage" to premises maps,. shop – drawings, opinions, while —rented _ to— you_or temporarily reports, surveys, field orders, occupied by you with permission of the change orders, designs or owner, arising out of fire, lightning or drawings and specifications; or explosion. (b) Supervisory, inspection, architectural or engineering activities. The limits of insurance that apply to additional insureds are described in Section D. – Limits Oflnsurance. How this insurance applies when other insurance is available to an additional insured is described in the Other Insurance Condition in Section E. – Liability And Medical Expenses General Conditions. No person or organization is an insured with respect to the conduct of any current or past partnership, joint venture or limited liability company that is not shown as a Named Insured in the Declarations. D. LIABILITY AND MEDICAL EXPENSES LIMITS OF INSURANCE 1. The Most We Will Pay The Limits of Insurance shown in the Declarations and the rules below fix the most we will pay regardless of the number of: a. Insureds; b. Claims made or "suits" brought; or c. Persons or organizations making claims or bringing "suits ". 2. Aggregate Limits The most we will pay for: a. Damages because of "bodily injury" and "property damage" included in the "products- completed operations hazard" is the Products - Completed Operations Aggregate Limit shown in the Declarations. b. Damages because of all other "bodily injury", "property damage" or "personal and advertising injury", including medical expenses, is the General Aggregate Limit shown in the Declarations. This General Aggregate Limit applies separately to each of your "locations" owned by or rented to you. "Location" means premises involving the same or connecting lots, or premises whose connection is interrupted only by a street, roadway or right -of -way of a railroad. 3. Each Occurrence Limit Subject to 2.a. or 2.b above, whichever applies, the most we will pay for the sum of all damages because of all "bodily injury", "property damage" and medical expenses arising out of any one "occurrence" is the Liability and Medical Expenses Limit shown in the Declarations. The most we will pay for all medical expenses because of "bodily injury" sustained by any one person is the Medical Expenses Limit shown in the Declarations. 4. Personal And Advertising Injury Limit Subject to 2.b. above, the most we will pay for the sum of all damages because of all "personal and advertising injury" sustained by any one person or organization is the Personal and Advertising Injury Limit shown in the Declarations. 5. Damage To Premises Rented To You Limit The Damage To Premises Rented To You Limit is the most we will pay under Business Liability Coverage for damages because of "property damage" to any one premises, while rented to you, or in the case of damage by fire, lightning or explosion, while rented to you or temporarily occupied by you with permission of the owner. In the case of damage by fire, lightning or explosion, the Damage to Premises Rented To You Limit applies to all damage proximately caused by the same event, whether such damage results from fire, lightning or explosion or any combination of these. 6. How Limits Apply To Additional Insureds The most we will pay on behalf of a person or organization who is an additional insured under this Coverage Part is the lesser of: a. The limits of insurance specified in a written contract, written agreement or permit issued by a state or political subdivision; or b. The Limits of Insurance shown in the Declarations. Such amount shall be a part of and not in addition to the Limits of Insurance shown in the Declarations and described in this Section. Page 14 of 24 Form SS 00 08 04 05 A� �® CERTIFICATE OF LIABILITY INSURANCE DATE (NI 5/19/2017 THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER, AND THE CERTIFICATE HOLDER. IMPORTANT: If the certificate holder is an ADDITIONAL INSURED, the policy(ies) must be endorsed. If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy, certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). PRODUCER Wood Gutmann & Bogart Insurance Brokers License #0679263 15901 Red Hill Ave., Suite 100 22MNICT Vy Sellier -Flynn PHONE . 714- 505 -7000 Fax 714- 573 -1770 `Nor ADD IRESS.vy @wgbib.com INSURERS AFFORDING COVERAGE I NAIC 0 Tustin CA 92780 INSURER A:Sentinel Insurance Company Ltd 72SBAAN5235 INSURED DIXON -1 INSURER B:Admiral Insurance CO. EACH OCCURRENCE INSURER C: Dixon Resources Unlimited Julie Dixon 3639 Midway Drive Ste 8345 INSURER D: San Diego CA 92110 INSURER E: $1,000,000 MED EXP (Any one person) INSURER F : COVERAGES CERTIFICATE NUMBER: 1016659968 REVISION NUMBER: THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. INSR LTR TYPE OF INSURANCE AD L INSD UBR WVD POLICY NUMBER POLICY EFF MMIDDIYYYY POLICY EXP MMIDDIYYYY l LIMITS A X COMMERCIAL GENERAL LIABILITY 72SBAAN5235 12/17/2016 12/17/2017 EACH OCCURRENCE $2,000,000 CLAIMS -MADE 51 OCCUR PREMSES(E. occu ence $1,000,000 MED EXP (Any one person) $10,000 &ADV INJURY $2,000,000 GEN'L AGGREGATE LIMIT APPL��IEIIS PER'. N ERAL AGGREGATE $4,000,000 X POLICY ❑ JECOT a LOC rPERSONAL ODUCTS- COMPIOP AGG $4,000,000 $ I OTHER'. A AUTOMOBILE LIABILITY 725BAAN5235 1211712016 12/1712017 Ede CtleDr IN L LIMIT $2.000,000 BODILY INJURY (Per person) $ ANY AUTO AUT OWNED SCHEDULED BODILY INJURY (Peraccitlenp 8 HIRED AUTOS H NON -OWNED AUTOS P PROPERTY DAMAGE Per accitlenl $ $ UMBRELLA LIAR OCCUR EACH OCCURRENCE $ AGGREGATE 5 EXCESS LIAB CLAIMS -MADE DED RETENTIONS S A WORKERS COMPENSATION AND EMPLOYERS' UABILItt ANY PROPRIETOWPARTNERIEXECUTIVE YIN OFFICERIMEMBER EXCLUDED? ❑NIA 72VVECGI4348 12/17/2016 12117/2017 X STATUTE EORH E.L. EACH ACCIDENT S1,000,000 (Mandatory in NH) E.L DISEASE - EA EMPLOYE 51 000.000 EL. DISEASE - POLICY LIMIT I S1.000.000 If yes describe under DESCRIPTION OF OPERATIONS below B Professional Liability E000002138905 12/17/2016 12117/2017 Limit $2,000,000 Deductible $2,500 DESCRIPTION OF OPERATIONS I LOCATIONS I VEHICLES ACORD 101, Additional Remarks Schedule, may be attached if more space is required) City of Seal Beach its directors, officials, officers, employees, agents, and volunteer are named as additional insured on the General Liability per attached SS00080405 as required by written contract subject to the terms and conditions of the policy. Primary and Non - Contributory applies on the General Liability per attached SS00080405 Cancellation wording applies per attached SS1223 06 11 and E01208 03 13 CERTIFICATE HOLDER CANCELLATION @ 1988 -2014 ACORD CORPORATION. All rights reserved. ACORD 25 (2014101) The ACORD name and logo are registered marks of ACORD SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE City of Seal Beach THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN 211 8th Street ACCORDANCE WITH THE POLICY PROVISIONS, Seal Beach CA 90740 THORaED REPRESENTATIVE AAU� _ rF.E� r,i, @ 1988 -2014 ACORD CORPORATION. All rights reserved. ACORD 25 (2014101) The ACORD name and logo are registered marks of ACORD A. Claims Outside of the United States of America, Puerto Rico and Canada If a Claim is brought outside of the United States of America (including its territories and possessions), Puerto Rico or Canada, the following shall apply: 1. We will have the right but not the duty to defend the claim or suit. 2. The Insured will initiate a defense of the claim or suit in accordance with the following conditions: a. We retain the right to assume and control the investigation, adjustment or defense of any claim or suit at any tune. It. In the event we do not exercise our right or are prevented from doing so;because we are not licensed or permitted by law in the applicable jurisdiction to defend the Insured, we will rcimburseithe Insured for any reasonable and necessary claim expenses incurred for the investigation of a claim or defense of a suit seek- ing damages to which this insurance applies, that we would have paid had we exercised our right to defend. No such claim expenses or damages shall be paid by any Insured without our prior written consent. B. Payment of Sums Outside of the United States of America, Puerto Rico and Canada I. If the Insured becomes legally obligated to pay sums - because lof damages to which this insurance applies in a part of the policy territory outside of the.United States of America (including its territories and possessions), Puerto Rico or Canada, and we are prevented from paying such sums and associated claim expenses, if applica- ble, because we are not licensed or permitted by law in the applicable jurisdiction to pay,such sums an the In- sured's behalf, we will reimburse the Insured for such sums to the, extcnt.permitted by law 2. The premium and all payments or reimbursements we make for damages and claim expenses because ofjudg- ments or settlements are payable when due in United States currency unless otherwise specified in the Declara- tions. if judgment is rendered, settlement is made or another element of sums paid for damages or claim ex- penses is stated in a currency other than United States currency,_ then payment under this insurance shall be made in the currency stated in the Declarations at the prevailing rate of exchange as published on OANDA.com as of the date payment is made. In no event shall we pay more than the Limits of Insurance shown in the Decla- rations. ...... ..... C. Coverage Disputes 1. Any disputes bmvecn you and us as to whether there is coverage under this insurance must be filed in the courts - - of the United States of America (including its territories and possessions). Puerto Rico or Canada. D. Compulsory Coverage The Insured must fully maintain: any insurance coverage required by law,.Tegulation or other governmental authority - during the policy period, except for reduction of the aggregate Limits of Insurance as shown in the declarations due to payments of claims. settlements orjudgments. damages, or claim expenses. 1, No Substitute for Compulsory Coverage This insurance is not a substitute for any insurance coverage that is required by law, regulation or other govern- mental authority that is required to be in force to satisfy the legal requirements of a given jurisdiction. 2. Failure to Maintain Compulsory Coverage Failure to maintain such insurance coverage required by law, regulation or other governmental authority will not invalidate this insurance; however, this insurance will apply as if the insurance coverage required by law, regula- tion or other governmental authority was in full effect. V. FXC'LUSIONS This policy does not apply to: A. A claim made by an Insured against any other Insured; B. Any claim based upon or arising out of in whole or in pan, directly or indirectly, a wrongful. dishonest, fraudulent, criminal or malicious act if a final, non - appealable judgment or adjudication adverse to the Insured establishes such a wrongful, dishonest, fraudulent, criminal or malicious act. 'Innis exclusion does not apply to Claim Expenses incurred in defending any such Claim alleging the foregoing until such time as there is a final adjudication, judgment, binding arbitration decision or conviction against any Insured, or admis- sion by an Insured. establishing such wrongful, criminal, dishonest, fraudulent or malicious conduct or a plea of nolo ED 12 08 03 13 Page 5 of 10 ❑ contendere or no contest regarding such conduct, at which time the Named Insured shall reimburse us for all Claim Ex- penses incurred defending the Claim and we shall have no farther liability for Claim Expenses. This exclusion does not apply to any liability of the Named Insured or any Insured that did not personally participate in or personally commit the wrongful, dishonest, fraudulent. criminal or malicious act, if coverage would otherwise be af- forded by this policy for the resulting damages. C. any claim based upon or arising out of, in whole or in part directly or indirectly, the ownership, maintenance, use, loading, unloading, or entrustment to others.. including the loaning thereof, of: 1. any airplane, helicopter or aircraft; 2. any automobile. motorcycle. moped, track, three - wheeler, snowmobile or other motor vehicle of whatever type or nature, whether designed for travel on or off public roads; or 3. any motor or sail boats or other watercraft, of whatever type or nature, owned. operated,. rented by or loaned to any Insured. D. any claim based upon or arising out o£, in whole or in part, directly or indirectly, the insolvency or bankruptcy of any Insured or Amy person, fin n or organization;, E. any claim based upon or arising out of. in whole or in pan, directly or indirectly, discrimination, violation of civil rights, or any allegation that a person was subjected to unfair treatment or adenial or reduction of benefits, privileges or accommodation in violation of any law, statute, ordinance or regulation designed to ensure equal access to oppor- tunities, goods, services, facilities. and accommodations; F. any claim based upon or arising out of, in whole or in part, directly or indirectly, sexual harassment. coercion. quid - pro -quo offer of professional services for sexual favors, or other verbal or physical conduct of a sexual nature; G. any claim based upon or arising out of, in whole for in part, directly or indirectly, sexual abuse; H. any claim based upon or arising out of, in whole or in part directly or indirectly, any Insured's activities as owner, sole proprietor, superintendent, executive officer, director, partner, trustee or employee of any organization which is not shown as a Named Insured on this policy; I. any claim based upon or arising out of, directly or indirectly, in whole or in part, the presence. discharge, dispersal, release or escape of smoke, vapors, soot, fumes, acids, alkalis, toxic chemicals, liquids or gases, oil or other petro- leum substances or derivatives, waste materials or other irritants; contaminants, pollutants or any substances includ- ing asbestos which are or maybe injurious to public health or the environment (herein called hazardous substances) into or upon land. the atmosphere or any water course or body of water or indoors. . It is further', agreed that this policy does not apply; to any claim or liability including expenses for: - 1. the costs of clean no or removal of hazardous substances; or - - -- 2, the cost of such actions as may be necessary to monitor. assess and evaluate, the presence, discharge, dispersal, escape, release. or threat of same, of hazardous substances; or 3. the cost of disposal of hazardous substances or the taking of such other action as may be necessary to temporar- ily or permanently prevent, minimize, or mitigate damage to the public health or welfare or to the environment, which may otherwise result or 4, any loss, cost, or expense arising out of any government direction or request that the Named Insured test for, monitor, clean up, remove, contain, treat, detoxify, or neutralize pollutants. J. any claim for which you or any carrier as your insurer may be liable, under any Workers' Compensation, Unem- ployment Compensation, Disability Benefits Law, the Employee Retirement Income Security Act of 1974 and as amended, or under any similar law or regulation; or to any liability of the Insured arising out of the injury, sickness, disease or death resulting therefrom of any employee of any Insured arising out of and in the course of his employ- ment by the Insured; K. any claim based upon or arising out of, directly or indirectly, in whole or in part any nuclear reaction, radiation or contamination, under any circumstances and regardless of cause, within or originating from a nuclear facility; L. any claim based upon or arising out of, directly or indirectly, in whole or in part, any misappropriation, infringement, or use of a copyright, title, slogan, patent. trademark, trade -name, trade dress, service mark, domain name, trade se- cret or any violation of an intellectual property right or law-; EO 12 08 03 13 Page 6 of 10 ❑ 1�' 7 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. NOTICE OF CANCELLATION TO CERTIFICATE HOLDER(S) This policy is subject to the following additional Conditions: 0 0 If this policy is cancelled by the Company, other than for non - payment of premium, notice of such cancellation will be provided at least thirty (30) days in advance of the cancellation effective date to the certificate holder(s) with mailing addresses on file with the agent of record or the Company. If this policy is cancelled by the company for non- payment of premium, or by the insured, notice of such cancellation will be provided within ten (10) days of the cancellation effective date to the certificate holders) with mailing addresses on file with the agent of record or the Company. If notice is mailed, proof of mailing to the last known mailing address of the certificate holder(s) on file with the agent of record or the Company will be sufficient proof of notice. Any notification rights provided by this endorsement apply only to active certificate holder(s) who were issued a certificate of insurance applicable to this policy's term. Failure to provide such notice to the certificate holder(s) will not amend or extend the date the cancellation becomes effective, nor will it negate cancellation of the policy. Failure to send notice shall impose no liability of any kind upon the Company or its agents or representatives. Form SS 12 23 06 11 Page 1 of 1 © 2011. The Hartford (6) When You Are Added As An Additional Insured To Other Insurance That is other insurance available to you covering liability for damages arising out of the premises or operations, or products and completed operations, for which you have been added as an additional insured by that insurance. or (7) When You Add Others As An Additional Insured To This Insurance That is other insurance available to an additional insured. However, the following provisions apply to other insurance available to any person or organization who is an additional insured under this Coverage Pa rt: (a) Primary Insurance When Required By Contract This insurance is primary if you have agreed in a written contract, written agreement or permit that this insurance be primary If other insurance is also primary, we will share with all that other insurance by the method described in c. below. (b) Primary And Non - Contributory To Other Insurance When Required By Contract If you have agreed in a written contract, written agreement or permit that this insurance is primary and non - contributory with the additional insured's own insurance. this insurance is primary and we will not seek contribution from that other insurance. Paragraphs (a) and (b) do not apply to other insurance to which the additional insured has been added as an additional insured. When this insurance is excess, we will have no duty under this Coverage Part to defend the insured against any "suit" if any other insurer has a duty to defend the insured against that "suit ". If no other insurer defends, we will undertake to do so, but we will be entitled to the insured's rights against all those other insurers BUSINESS LIABILITY COVERAGE FORM When this insurance is excess over other insurance, we will pay only our share of the amount of the loss, if any, that exceeds the sum of (1) The total amount that all such other insurance would pay for the loss in the absence of this insurance, and (2) The total of all deductible and self - insured amounts under all that other insurance. We will share the remaining loss, if any, with any other insurance that is not described in this Excess Insurance provision and was not bought specifically to apply in excess of the Limits of Insurance shown in the Declarations of this Coverage Part c. Method Of Sharing If all the other insurance permits contribution by equal shares, we will follow this method also. Under this approach, each insurer contributes equal amounts until it has paid its applicable limit of insurance or none of the loss remains, whichever comes first. If any of the other insurance does not permit contribution by equal shares, we will contribute by limits. Under this method, each insurer's share is based on the ratio of its applicable limit of insurance to the total applicable limits of insurance of all insurers. 8. Transfer Of Rights Of Recovery Against Others To Us a. Transfer Of Rights Of Recovery If the insured has rights to recover all or part of any payment, including Supplementary Payments, we have made under this Coverage Part, those rights are transferred to us. The insured must do nothing after loss to impair them At our request, the insured will bring "suit" or transfer those rights to us and help us enforce them. This condition does not apply to Medical Expenses Coverage. b. Waiver Of Rights Of Recovery (Waiver Of Subrogation) If the insured has waived any rights of recovery against any person or organization for all or part of any payment, including Supplementary Payments, we have made under this Coverage Part, we also waive that right, provided the insured waived their rights of recovery against such person or organization in a contract, agreement or permit that was executed prior to the injury or damage. Form SS 00 08 04 05 Page 17 of 24 (b) Rented to, in the care, custody or control of, or over which physical control is being exercised for any purpose by you, any of your "employees ", "volunteer workers ", any partner or member (if you are a partnership or joint venture), or any member (if you are a limited liability company). b. Real Estate Manager Any person (other than your "employee" or "volunteer worker "), or any organization while acting as your real estate manager. c. Temporary Custodians Of Your Property Any person or organization having proper temporary custody of your property if you die, but only: (t) With respect to liability arising out of the maintenance or use of that property; and (2) Until your legal representative has been appointed. d. Legal Representative If You Die Your legal representative if you die, but only with respect to duties as such. That representative will have all your rights and duties under this insurance. e. Unnamed Subsidiary Any subsidiary and subsidiary thereof, of yours which is a legally incorporated entity of which you own a financial interest of more than 50% of the voting stock on the effective date of this Coverage Part. The insurance afforded herein for any subsidiary not shown in the Declarations as a named insured does not apply to injury or damage with respect to which an insured under this insurance is also an insured under another policy or would be an insured under such policy but for its termination or upon the exhaustion of its limits of insurance. 3. Newly Acquired Or Formed Organization Any organization you newly acquire or form, other than a partnership, joint venture or limited liability company, and over which you maintain financial interest of more than 50% of the voting stock, will qualify as a Named Insured if there is no other similar insurance available to that organization. However: a. Coverage under this provision is afforded only until the 180th day after you acquire or form the organization or the end of the policy period, whichever is earlier; and BUSINESS LIABILITY COVERAGE FORM b. Coverage under this provision does not apply to: (1) "Bodily injury" or "property damage" that occurred; or (2) "Personal and advertising injury" arising out of an offense committed before you acquired or formed the organization. 4. Operator Of Mobile Equipment With respect to "mobile equipment" registered in your name under any motor vehicle registration law, any person is an insured while driving such equipment along a public highway with your permission. Any other person or organization responsible for the conduct of such person is also an insured, but only with respect to liability arising out of the operation of the equipment, and only if no other insurance of any kind is available to that person or organization for this liability. However, no person or organization is an insured with respect to: a. "Bodily injury" to a co- "employee" of the person driving the equipment; or b. "Property damage" to property owned by, rented to, in the charge of or occupied by you or the employer of any person who is an insured under this provision. 5. Operator of Nonowned Watercraft With respect to watercraft you do not own that is less than 51 feet long and is not being used to carry persons for a charge, any person is an insured while operating such watercraft with your permission. Any other person or organization responsible for the conduct of such person is also an insured, but only with respect to liability arising out of the operation of the watercraft, and only if no other insurance of any kind is available to that person or organization for this liability. However, no person or organization is an insured with respect to: a. "Bodily injury" to a co- "employee" of the person operating the watercraft; or b. 'Property damage" to property owned by, rented to, in the charge of or occupied by you or the employer of any person who is an insured under this provision. 6. Additional Insureds When Required By Written Contract, Written Agreement Or Permit The persons) or organization(s) identified in Paragraphs a. through f. below are additional insureds when you have agreed, in a written Form SS 00 08 04 05 Page 11 of 24 BUSINESS LIABILITY COVERAGE FORM contract, written agreement or because of a permit issued by a state or political subdivision, that such person or organization be added as an additional insured on your policy, provided the injury or damage occurs subsequent to the execution of the contract or agreement, or the issuance of the permit. A person or organization is an additional insured under this provision only for that period of time required by the contract, agreement or permit. However, no such person or organization is an additional insured under this provision if such person or organization is included as an additional insured by an endorsement issued by us and made a part of this Coverage Part, including all persons or organizations added as additional insureds under the specific additional insured coverage grants in Section F. — Optional Additional Insured Coverages. a. Vendors Any person(s) or organization(s) (referred to below as vendor), but only with respect to "bodily injury" or "property damage" arising out of "your products" which are distributed or sold in the regular course of the vendors business and only if this Coverage Part provides coverage for "bodily injury" or "property damage" included within the "products- completed operations hazard ". (1) The insurance afforded to the vendor is subject to the following additional exclusions: This insurance does not apply to: (a) "Bodily injury" or "property damage" for which the vendor is obligated to pay damages by reason of the assumption of liability in a contract or agreement. This exclusion does not apply to liability for damages that the vendor would have in the absence of the contract or agreement; (b) Any express warranty unauthorized by you; (c) Any physical or chemical change in the product made intentionally by the vendor; (d) Repackaging, except when unpacked solely for the purpose of inspection, demonstration, testing, or the substitution of parts under instructions from the manufacturer, and then repackaged in the original container; (e) Any failure to make such inspections, adjustments, tests or servicing as the vendor has agreed to make or normally undertakes to make in the usual course of business, in connection with the distribution or sale of the products; (f) Demonstration, installation, servicing or repair operations, except such operations performed at the vendor's premises in connection with the sale of the product; (g) Products which, after distribution or sale by you, have been labeled or relabeled or used as a container, part or ingredient of any other thing or substance by or for the vendor; or (h) "Bodily injury" or "property damage" arising out of the sole negligence of the vendor for its own acts or omissions or those of its employees or anyone else acting on its behalf. However, this exclusion does not apply to: (1) The exceptions contained in Subparagraphs (d) or (f); or (ii) Such inspections, adjustments, tests or servicing as the vendor has agreed to make or normally undertakes to make in the usual course of business, in connection with the distribution or sale of the products. (2) This insurance does not apply to any insured person or organization from whom you have acquired such products, or any ingredient, part or container, entering into, accompanying or containing such products. b. Lessors Of Equipment (1) Any person or organization from whom you lease equipment; but only with respect to their liability for "bodily injury", "property damage" or "personal and advertising injury" caused, in whole or in part, by your maintenance, operation or use of equipment leased to you by such person or organization. Page 12 of 24 Form SS 00 08 04 05 (2) With respect to the insurance afforded to these additional insureds, this insurance does not apply to any "occurrence" which takes place after you cease to lease that equipment. c. Lessors Of Land Or Premises (1) Any person or organization from whom you lease land or premises, but only with respect to liability arising out of the ownership, maintenance or use of that part of the land or premises leased to you. (2) With respect to the insurance afforded to these additional insureds, this insurance does not apply to: (a) Any "occurrence" which takes place after you cease to lease that land or be a tenant in that premises; or (b) Structural alterations, new construction or demolition operations performed by or on behalf of such person or organization. d. Architects, Engineers Or Surveyors (1) Any architect, engineer, or surveyor, but only with respect to liability for "bodily injury", "property damage" or "personal and advertising injury" caused, in whole or in part, by your acts or omissions or the acts or omissions of those acting on your behalf. (a) In connection with your premises; or (b) In the performance of your ongoing operations performed by you or on your behalf. (2) With respect to the insurance afforded to these additional insureds, the following additional exclusion applies: This insurance does not apply to "bodily injury", "property damage" or "personal and advertising injury" arising out of the rendering of or the failure to render any professional services by or for you, including: (a) The preparing, approving, or failure to prepare or approve, maps, shop drawings, opinions, reports, surveys, field orders, change orders, designs or drawings and specifications; or (b) Supervisory, inspection, architectural or engineering activities. BUSINESS LIABILITY COVERAGE FORM e. Permits Issued By State Or Political Subdivisions (1) Any state or political subdivision, but only with respect to operations performed by you or on your behalf for which the state or political subdivision has issued a permit. (2) With respect to the insurance afforded to these additional insureds, this insurance does not apply to: (a) "Bodily injury", "property damage" or "personal and advertising injury" arising out of operations performed for the state or municipality; or (b) "Bodily injury' or "property damage" included within the "products - completed operations hazard ". f. Any Other Party (1) Any other person or organization who is not an insured under Paragraphs a. through e. above, but only with respect to liability for "bodily injury", "property damage" or "personal and advertising injury" caused, in whole or in part, by your acts or omissions or the acts or omissions of those acting on your behalf: (a) In the performance of your ongoing operations; (b) In connection with your premises owned by or rented to you; or (c) In connection with "your work" and included within the "products - completed operations hazard ", but only if (i) The written contract or written agreement requires you to provide such coverage to such additional insured; and (ii) This Coverage Part provides coverage for "bodily injury" or "property damage" included within the "products - completed operations hazard ". (2) With respect to the insurance afforded to these additional insureds, this insurance does not apply to: "Bodily injury", "property damage" or "personal and advertising injury" arising out of the rendering of, or the failure to render, any professional architectural, engineering or surveying services, including: Form SS 00 08 04 05 Page 13 of 24 BUSINESS LIABILITY COVERAGE FORM (a) The preparing, approving, or failure to prepare or approve, maps, shop drawings, opinions, reports, surveys, field orders, change orders, designs or drawings and specifications; or (b) Supervisory, inspection, architectural or engineering activities. The limits of insurance that apply to additional insureds are described in Section D. — Limits Oflnsurance. How this insurance applies when other insurance is available to an additional insured is described in the Other Insurance Condition in Section E. — Liability And Medical Expenses General Conditions. No person or organization is an insured with respect to the conduct of any current or past partnership, joint venture or limited liability company that is not shown as a Named Insured in the Declarations. D. LIABILITY AND MEDICAL EXPENSES LIMITS OF INSURANCE 1. The Most We Will Pay The Limits of Insurance shown in the Declarations and the rules below fix the most we will pay regardless of the number of: a. Insureds; b. Claims made or "suits" brought; or c. Persons or organizations making claims or bringing "suits ". 2. Aggregate Limits The most we will pay for: a. Damages because of "bodily injury" and "property damage" included in the "products- completed operations hazard" is the Products - Completed Operations Aggregate Limit shown in the Declarations. b. Damages because of all other 'bodily injury", "property damage" or "personal and advertising injury", including medical expenses, is the General Aggregate Limit shown in the Declarations. This General Aggregate Limit applies separately to each of your "locations" owned by or rented to you. "Location" means premises involving the same or connecting lots, or premises whose connection is interrupted only by a street, roadway or right -of -way of a railroad. This General Aggregate limit does not apply to "property damage" to premises while rented to you or temporarily occupied by you with permission of the owner, arising out of fire, lightning or explosion. 3. Each Occurrence Limit Subject to 2.a. or 2.b above, whichever applies, the most we will pay for the sum of all damages because of all "bodily injury", "property damage" and medical expenses arising out of any one 'occurrence" is the Liability and Medical Expenses Limit shown in the Declarations. The most we will pay for all medical expenses because of "bodily injury" sustained by any one person is the Medical Expenses Limit shown in the Declarations. 4. Personal And Advertising Injury Limit Subject to 2.b. above, the most we will pay for the sum of all damages because of all "personal and advertising injury" sustained by any one person or organization is the Personal and Advertising Injury Limit shown in the Declarations. 5. Damage To Premises Rented To You Limit The Damage To Premises Rented To You Limit is the most we will pay under Business Liability Coverage for damages because of "property damage" to any one premises, while rented to you, or in the case of damage by fire, lightning or explosion, while rented to you or temporarily occupied by you with permission of the owner. In the case of damage by fire, lightning or explosion, the Damage to Premises Rented To You Limit applies to all damage proximately caused by the same event, whether such damage results from fire, lightning or explosion or any combination of these. 6. How Limits Apply To Additional Insureds The most we will pay on behalf of a person or organization who is an additional insured under this Coverage Part Is the lesser of: a. The limits of insurance specified in a written contract, written agreement or permit issued by a state or political subdivision; or b. The Limits of Insurance shown in the Declarations. Such amount shall be a part of and not in addition to the Limits of Insurance shown in the Declarations and described in this Section. Page 14 of 24 Form SS 00 08 04 05