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HomeMy WebLinkAboutAGMT - Dixon Resources Unlimited (Parking Consultant) (2)August 15, 2018 Dixon Resources Unlimited 3639 Midway Drive, Suite B345 San Diego, CA 92110 RE: Contract Extension Ms. Dixon: Pursuant to Section 2.0 of the Professional Services Agreement beginning August 1, 2017, and approved by the Seal Beach City Council on August 14, 2017, the City of Seal Beach is hereby extending this agreement for one additional year, expiring on June 30, 2019. Sincerely, I to. Jill R. Ingram 1 City Manager PROFESSIONAL SERVICES AGREEMENT Between City of Seal Beach 211 8th Street Seal Beach, CA 90740 P 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 August 1, 2017 (the "Effective Date "), by and between Dixon Resources Unlimited ( "Consultant"), a California corporation, and the City of Seal Beach ( "City "), a California charter city, (collectively, "the Parties "). S7296 -00010 041842.doc RECITALS A. City desires certain professional services. B. Consultant represents that it is qualified and able to provide City with such services. C. On June 1, 2017, CITY and CONSULTANT entered into a professional services agreement for parking support services, for a term of one year. D. This Agreement shall amend, restate and supersede in its entirety the terms of the June 1, 2017 agreement. 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 Exhibit A, attached hereto and incorporated herein 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 Manager 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 through June 30, 2018 with an optional one (1) year extension unless previously terminated as provided by this Agreement. 2of13 S7296 -0001 Q 104184Q.doc 3.0 Consultant's Compensation City will pay Consultant in accordance with the rates shown on the fee schedule set forth in Exhibit A for Services but in no event will the City pay more than $8,250 per month, and shall not exceed the total sum of $90,750 (ninety thousand seven hundred fifty dollars), for the term of this Agreement. 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. In the event of any conflict or inconsistency between Exhibit A and this section, the terms of this section shall prevail. 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 all undisputed amounts 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. 5.3. Notice of termination shall be give in accordance with Section 7.0. 3of13 S7296-0001 \21 041 84v2.d oc 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: To City: City of Seal Beach 211 8th Street Seal Beach, California 90740 Attn: City Manager To Consultant: Dixon Resources Unlimited 3639 Midway Drive Suite 8345 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 Personnel 8.1. Consultant represents that it has, or shall secure, at its own expense, all personnel required to perform the Services under this Agreement. Any person who performs any Services shall be licensed as required by law. 9.0 Independent Contractor 9.1. Consultant is and shall at all times remain an independent contractor and not an employee of the City, and Consultant is not entitled to participate in any pension plan, insurance, bonus or similar benefits that City provides for its employees. 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 4of13 S7296 -0001 Q 104184Q.doc 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. 9.2. To the fullest extent permitted by law, 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 or refusal to promptly pay to City any reimbursement or indemnification arising under this Section 9.0. Consultant's defense and indemnification obligations under this Section 9.0 are in addition to Consultant's defense and indemnification obligations set forth in Section 13.0. 10.0 Confidentiality; Publication of Documents 10.1. Consultant agrees that all data, documents, discussion, or other information developed or received by Consultant or provided for performance of this Agreement are confidential. Except as necessary performance of the Services under this Agreement, no copies, sketches, photographs, or graphs of materials, prepared pursuant to this Agreement, and no data, documents or other information developed or received by Consultant in the performance of this Agreement shall be released by Consultant to any other person or public without City's prior written authorization. City shall grant such authorization if applicable law requires disclosure. 10.2. All press releases and other information to be published in newspapers or magazines will be approved and distributed solely by City, unless otherwise provided by written agreement between the Parties. Should Consultant receive any subpoena or other court order for production or disclosure of any records, Consultant shall immediately notify City and shall cooperate with City in responding to such subpoena or court order. 10.3. Consultant's obligations under this Section shall survive the termination of this Agreement. 11.0 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. 5of13 S7296- 0001 \2104184v2.doc 12.0 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. 13.0 Insurance 13.1. 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. 13.2. Consultant shall, at its expense, procure and maintain for the duration of the Agreement, insurance against claims for bodily injury, death or personal injury to persons or damages to property that may arise from or in connection with the performance of this Agreement. Insurance shall 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. 13.2.1. 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 (or alternatively, Errors and Omissions Insurance, as authorized by the City's Risk Manager), and (4) Workers' Compensation Insurance as required by the State of California, and Employer's Liability Insurance. 13.2.2. 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 (or Errors and Omissions): $1,000,000 per claim /aggregate with an extended reporting period of not less than three (3) years after completion of the Services; 6of13 S7296- 0001Q104184Q.doc and (4) Workers' Compensation in the amount required by law and Employer's Liability limits of no less than $1,000,000 per accident or disease. 13.3. The insurance policies shall contain the following provisions, or Consultant shall provide endorsements on forms supplied or approved by the City to state: 13.3.1. For all insurance policies required by this Agreement, that 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 (or ten (10) days if cancellation is due to nonpayment of premiums); 13.3.2. For all insurance policies required by this Agreement, that 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, employees, agents, designated volunteers, and those City agents serving as independent contractors in the role of City officials; 13.3.3. For all insurance policies required by this Agreement (other than professional liability), that coverage shall be primary insurance as respects the City, its directors, officials, officers, employees, agents, designated volunteers, and those City agents serving as independent contractors in the role of City officials or if excess, shall stand in an unbroken chain of coverage excess of the Consultant's scheduled underlying coverage and that any insurance or self- insurance maintained by the City, its directors, officials, officers, employees, agents, designated volunteers and those City agents serving as independent contractors in the role of City officials shall be excess of the Consultant's insurance and shall not be called upon to contribute with it; 13.3.4. (Except with respect to any professional liability insurance (or errors and omissions insurance) required by this Agreement, that the City, its directors, officials, officers, employees, agents, designated volunteers and those City agents serving as independent contractors in the role of City officials shall be covered as additional insureds ( "collectively "Additional Insureds "); and 13.3.5. For automobile liability, that the City, its directors, officials, officers, employees, agents, designated volunteers, and those City agents serving as independent contractors in the role of City officials, 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. If Consultant or Consultant's directors, officers, employees, subcontractors or other independent contractors will use personal automobiles or other motor vehicles in any way in the performance of this Agreement, Consultant shall provide evidence 7of13 S7296-0001 \21 041 84v2.d oc of automobile liability coverage for each such person. The automobile liability insurance policy shall contain a severability of interest clause providing that coverage shall be primary for losses arising out of Consultant's performance hereunder and neither the City nor its insurers shall be required to contribute to such loss. 13.3.6. With regard to the professional liability insurance policy (and /or errors and omissions insurance policy), that such policy shall "pay on behalf of" the insured and must include a provision establishing the insurer's duty to defend the Consultant for claims related to the alleged negligence or willful misconduct of Consultant. The policy retroactive date(s) shall be on or before the effective date of this Agreement. 13.4. All insurance required by this Section (other than professional liability) 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, designated volunteers, and those City agents serving as independent contractors in the role of City officials 13.5. 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, designated volunteers, and those City agents serving as independent contractors in the role of City officials; or (2) the Consultant shall procure a bond guaranteeing payment of losses and related investigation costs, claims and administrative and defense expenses. 13.6. Each insurance policy shall be endorsed to state that the insurer waives the right of subrogation against the City, its elected and appointed officials, officers, employees, servants, designated volunteers, and those City agents serving as independent contractors in the role of City officials. 14.0 Indemnification, Hold Harmless, and Duty to Defend 14.1. Indemnification for Professional Services. To the fullest extent permitted by law, Consultant shall, at its sole cost and expense, defend, hold harmless and indemnify the City, its elected and appointed officials, officers, attorneys, employees, agents, designated volunteers, successors, assigns, and those City agents serving as independent contractors in the role of City officials (collectively "Indemnitees" in this Section 14.0), from and against any and all damages, costs, expenses, liabilities, claims, demands, causes of action, proceedings, judgments, penalties, liens, and losses of any nature whatsoever, including reasonable fees of accountants, attorneys and other professionals, and all costs associated therewith (collectively "Claims "), to the extent they arise out of, pertain to, or relate to, in whole or in part, the negligence, recklessness or 8of13 S7296- 0001 \2104184v2.doc willful misconduct of Consultant, and /or its officers, directors, employees, agents, servants, subcontractors, contractors or their officers, directors, employees, agents, servants, subcontractors, or contractors (or any entity or individual that Consultant shall bear the legal liability thereof) in the performance of professional services under this Agreement. Consultant shall defend the Indemnitees in any action or actions filed in connection with any Claims with counsel of the Indemnitees' choice, and shall pay all costs and expenses, including all attorneys' fees and experts' costs actually incurred in connection with such defense. 14.2. Indemnification for Other Than Professional Liability. Other than in the performance of professional services, and to the fullest extent permitted by law, Consultant shall, at its sole cost and expense, protect, defend, hold harmless and indemnify the Indemnitees from and against any and all damages, costs, expenses, liabilities, claims, demands, causes of action, proceedings, judgments, penalties, liens and losses of any nature whatsoever, including fees of accountants, attorneys and other professionals, and all costs associated therewith, and the payment of all consequential damages (collectively "Damages'), in law or equity, whether actual, alleged or threatened, which arise out of, pertain to, or relate to the acts or omissions of Consultant, its officers, directors, employees, agents, servants, subcontractors, materialmen, suppliers, or contractors, or their officers, directors, employees, agents, servants, subcontractors, materialmen, suppliers, or contractors (or any entity or individual that Consultant shall bear the legal liability thereof) in the performance of this Agreement, including the Indemnitees' (as defined in Subsection 14.1) passive negligence, except to the extent Damages arise from the sole or active negligence or willful misconduct of the Indemnitees, as determined by final arbitration or court decision or by the agreement of the Parties. Consultant shall defend the Indemnitees in any action or actions filed in connection with any Damages with counsel of the Indemnitees' choice and shall pay all costs and expenses, including all attorneys' fees and expert costs, actually incurred in connection with such defense. 14.3. Consultant's defense and indemnification obligations under this Section 14.0 or any other provisions of this Agreement shall not be restricted to insurance proceeds, if any, received by Consultant, the City, or any other Indemnitees as defined in this Section 14.0. 14.4. All duties and other covenants of Consultant under this Section 14.0 shall survive termination of this Agreement. 15.0 Equal Opportunity Consultant affirmatively represents that it is an equal opportunity employer. In the performance of this Agreement, Consultant shall not discriminate against any subcontractor, employee, or applicant for employment because of race, religion, 9of13 S7296- 0001 \2104184v2.doc color, national origin, handicap, physical disability, mental disability, medical condition, genetic information, ancestry, sex, gender, gender identity, gender expression, sexual orientation, marital status, age, or any other basis prohibited by law. 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. Consultant will take affirmative action to ensure that subcontractors and applicants are employed, and that employees are treated during employment, without regard to their race, religion, color, national origin, handicap, physical disability, mental disability, medical condition, genetic information, ancestry, sex, gender, gender identity, gender expression, sexual orientation, marital status, or age, or any other basis prohibited by law. 16.0 Labor Certification 16.1. 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. 16.2. Consultant further certifies that it is aware of the requirements of Chapter 9.75 of the Seal Beach Municipal Code, California Labor Code Sections 1720, et seq. and 1770, et seq., and California Code of Regulations, Title 8, Section 16000, et seq., (collectively "Prevailing Wage Laws "), which require the payment of prevailing wage rates and the performance of other requirements on "public works" and "maintenance" projects. To the extent that any of the Services to be performed under this Agreement constitute a public work to which prevailing wages apply, Consultant agrees to comply with the provisions of California Labor Code §§ 1771, 1774 and 1775 concerning the payment of prevailing rates of wages to workers and the penalties for failure to pay prevailing wages. Consultant shall, as a penalty to City, forfeit, not more than two hundred ($200) for each calendar day, or portion thereof, for each worker paid less than the prevailing rates as determined by the Director of Industrial Relations for the work or craft in which the worker is employed for any public work done under that contract by Consultant or by any subcontractor. Consultant further agrees to comply with the provisions of California Labor Code § 1776 which require Consultant and each subcontractor to (1) keep accurate payroll records, (2) certify and make such payroll records available for inspections as provided by Section 1776, and (3) inform the City of the location of records. Consultant is responsible for compliance with Section 1776 by itself and all of its subcontractors. 17.0 Permits and Licenses 17.1. Consultant, at its sole expense, shall obtain and maintain during the term of this Agreement, all appropriate permits, licenses and certificates as may 10 of 13 67296 - 0001 \2104184v2.doc be required in connection with the performance of Services under this Agreement, including, without limitation, a City of Seal Beach business license as required by the Seal Beach Municipal Code. 18.0 Entire Agreement 18.1. 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 signedby both Parties. 19.0 Severability 19.1. 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. 20.0 Governing Law; Venue 20.1. This Agreement shall be governed by and construed in accordance with the laws of the State of California without regard to conflict of law principles, except that any rule of construction to the effect that ambiguities are to be resolved against the drafting party shall not be applied in interpreting this Agreement. Any dispute that arises under or relates to this Agreement shall be resolved in the superior court or federal court with geographic jurisdiction over the City. 21.0 No Third Party Rights 21.1. No third party shall be deemed to have any rights hereunder against either party as a result of this Agreement. 22.0 Waiver 22.1. 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. 23.0 Prohibited Interests; Conflict of Interest 23.1. 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 11 of 13 57296- 0001 \2104184v2.doc 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. 23.2. 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 Section 23.0, 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. 23.3. 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. 24.0 Attorneys' Fees 24.1. If either party commences an action against the other party, either legal, administrative or otherwise, arising out of or in connection with this Agreement, the prevailing party in such litigation shall be entitled to have and recover from the losing party all of its attorneys' fees and other costs incurred in connection therewith. 25.0 Exhibits 25.1. 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. 26.0 Corporate Authority 26.1. The person executing this Agreement on behalf of Consultant warrants that he or she is duly authorized to execute this Agreement on behalf of 12 of 13 S7296- 0001 \2104184v2.doc 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 d@te and year first above written. CITY OF SEAL BEACH CONSULTANT By: / / Ll \ Jib R. Ingram, City M n ger Name: Julie Dixon Attest M Approved as to M me: Steele, City Attorney 13 of 13 57296- 0001\2104184v2.doc Principal I X( Proposal To: City of Seal Beach From: DIXON Date:8/2/2017 Re: Project Management and Operational Support Scope of Work Hi Vikki and Steve, The following is Dixon Resources Unlimited (DIXON) proposal to extend 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. D I X0 N . Pricing 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 agreement for this option will be in effect from August 1, 2017 through June 30, 2018 at a $8,250.00 per month fee, with an option to renew for an additional one (1) year period. This monthly fee includes 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. A� " CERTIFICATE OF LIABILITY INSURANCE DATEIMMDD YV 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 I 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 NAM CONTACT E: Vy Sellier -Flynn PHONE .714- SOS -7000 FAX 714 -573 -1770 ADDRL .vy @wgbib.com INSURERS AFFORDING COVERAGE NAIL p Tustin CA 92780 INSURER A:Sentinel lnsuranCa Com an Ltd 72SBAANS235 12/17/2016 INSURED DIXON -1 INSURER B:Admiral Insurance Co. $2,000,000 INSURER C: CLAIMS -MADE � OCCUR Dixon Resources Unlimited Julie Dixon 3639 Midway Drive Ste B345 INSURER D: San Diego CA 92110 INSURER E: $1,000,000 MED EXP (Any one Person) $10,000 INSURER F : COVERAGES r:FRTIFICATF NIIMRFR- 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 INSD WVD POLICY NUMBER POLICY EFF MMIDDIYYVY POLICY EXP MMIDDIYYYY LIMITS A X COMMERCIAL GENERAL LIABILITY 72SBAANS235 12/17/2016 12117/2017 EACH OCCURRENCE $2,000,000 CLAIMS -MADE � OCCUR DAMAGE TO PREMISES (Ea RENTE occurrence) $1,000,000 MED EXP (Any one Person) $10,000 PERSONAL B ADV INJURY $2,000,000 AGGREGATE LIMIT APPLIES PER: GENERAL AGGREGATE $4,000,000 GEN'L PRODUCTS - GOMP /OP ASS $4,000,000 X POLICY 0 UE0. D LOC $ OTHER. A AUTOMOBILE LIABILITY 72SBAANS235 12/17/2016 12/17/2017 Ea acciden L L $2000.000 BODILY INJURY (Per person) $ ANY AUTO BODILY INJURY (Per accibend $ ALL OMED SCHEDULED AUTOS HIRED AUTOS X NON -OWNED AUTOS PROPERTY DAMAGE Per accident $ 8 UMBRELLA LAB OCCUR EACH OCCURRENCE $ AGGREGATE $ EXCESS LIAR CLAIMS -MADE DED RETENTIONS $ A WORKERS COMPENSATION AND EMPLOYERS' LIABILITY Y ANY PROPRIETORIPARTNERIEXECUTIVE ❑ OFFICERIMEMBER EXCLUDED? (Mandatory in NH) NIA 72WECGI4348 12117/2016 12117/2017 X I PER OTH- STATUTE ER E. L EACH ACCIDENT $1,000,000 E.L. DISEASE - EA EMPLOYEE 81,000,000 EL .DISEASE - POLICY LIMIT $1,000,000 If yes. describe under DESCRIPTIONOF OPERATIONS below B Professional Liability E000002138905 12/17/2016 12/1712017 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 (2014/01) 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 AUUUTHO)RIZED REPRESENTATIVE @ 1988 -2014 ACORD CORPORATION. All rights reserved. ACORD 25 (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 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 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 reimburseahe 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 out tight 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 :bcceusc 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 arc 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 tolpay,svch sums on the In- sured's behalf, we will reimburse the Insured for such sums to the cxtcnt permittcd by laiv. 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 Declard- tions. Ifjudgmcnt is rendered, settlement is made of 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 mom 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 .. .. . TkInsured must fu Hy maintain any insurance coverage required by law gcgulation or other governmental authority during the policyperiod, except for reduction ofthe aggregate Limits of Insurance as shown in the declarations due to payments of claims, settlements or judgments, damages, or claim expenses. I. No Substitute for Compulsory Coverage This insurance is not a substitute for any insurance coverage that is required by law, regulation or other govem- 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 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 further hability 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: - -- I. any airplane, helicopter or aircraft; 2. any automobile, motorcycle, moped, truck. three - wheeler. snowmobile or other, motorvehicle 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 of, in whole or in pa rt. directly or indirectly, the insolvency or bankruptcy of any Insured or any person, 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 unfairareatment 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 impart, directly or indirectly, sexual abuse; H. any claim based upon or arising out of, in whole or impart, directly or indirectly, any Insured's: activities as owner, sole proprietor, superintendent, executive officer, director, partner, trustee or 6mployce of a nyorganization 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 of 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 m are or aybe injurious to public health or the onvironment(hcrein callLdbazardous substances) into or upon landi the atmosphere or any. water course it body of water: or indoors.' It is fur ther,agre :d that this policy does not;apply; to any claimer liability including expenses for: 1. the costs of clean up 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 dreys, 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 13 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. 91 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 holder(s) 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 BUSINEaS LIABILITY COVERAGE FORM (6) When You Are Added As An When this insurance is excess over other Additional Insured To Other insurance, we will pay only our share of Insurance the amount of the loss, if any, that That is other insurance available to exceeds the sum of: you covering liability for damages (1) The total amount that all such other arising out of the premises or insurance would pay for the loss in the operations, or products and completed absence of this insurance, and operations, for which you have been (2) The total of all deductible and self - added as an additional insured by that insured amounts under all that other insurance, or insurance. (7) When You Add Others As An We will share the remaining loss, if any, with Additional Insured To This any other insurance that is not described in Insurance this Excess Insurance provision and was rat That is other insurance available to an bought specifically to apply in excess of the additional insured. Limits of Insurance shown in the However, the following provisions Declarations of this Coverage Part. apply to other insurance available to c. Method Of Sharing any person or organization who is an If all the other insurance permits additional insured under this Coverage contribution by equal shares, we will follow Part : this method also. Under this approach, (a) Primary Insurance When each insurer contributes equal amounts Required By Contract until it has paid its applicable limit of This insurance is primary if you insurance or none of the loss remains, have agreed in a written contract, whichever comes first. written agreement or permit that If any of the other insurance does not permit this insurance be primary. If other contribution by equal shares, we will insurance is also primary, we will contribute by limits. Under this method, each share with all that other insurance insurer's share is based on the ratio of its by the method described in c. applicable limit of insurance to the total below, applicable limits of insurance of all insurers. (b) Primary And Non - Contributory 8. Transfer Of Rights Of Recovery Against To Other Insurance When Others To Us Required By Contract a, Transfer Of Rights Of Recovery If you have agreed in a written If the insured has rights to recover all or contract, written agreement or part of any payment, including permit that this insurance is Supplementary Payments, we have made primary and non - contributory with under this Coverage Part, those rights are the additional insured's own transferred to us. The insured must do insurance, this insurance is nothing after loss to impair them. At our primary and we will not seek request, the insured will bring "suit" or contribution from that other transfer those rights to us and help us insurance. enforce them. This condition does not Paragraphs (a) and (b) do not apply to apply to Medical Expenses Coverage. other insurance to which the additional b. Waiver Of Rights Of Recovery (Waiver insured has been added as an Of Subrogation) additional insured. If the insured has waived any rights of When this insurance is excess, we will W recovery against any person or have no duty under this Coverage Part to organization for at or part of any payment, defend the insured against any "suit" if any including Supplementary Payments, we other insurer has a duty to defend the have made under this Coverage Part, we insured against that "suit ". If no other also waive that right, provided the insured insurer defends, we will undertake to do waived their rights of recovery against so, but we will be entitled to the insured's such person or organization in a contract, rights against all those other insurers. agreement or permit that was executed prior to the injury or damage. Form SS 00 08 04 06 Page 17 of 24 BUSINEoS 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 4. Operator Of Mobile Equipment Any person (other than your "employee" or With respect to "mobile equipment' registered in "volunteer worker "), or any organization your name under any motor vehicle registration while acting as your real estate manager. law, any person is an insured while driving such c. Temporary Custodians Of Your equipment along a public highway with your Property permission. Any other person or organization responsible for the conduct of such person is Any person or organization having proper also an insured, but only with respect to liability temporary custody of your property if you arising out of the operation of the equipment, and die, but only: only if no other insurance of any kind is available (1) With respect to liability arising out of the to that person or organization for this liability. maintenance or use of that property; and However, no person or organization is an insured (2) Until your legal representative has with respect to: been appointed. a. "Bodily injury" to a co- "employee" of the d. Legal Representative If You Die person driving the equipment; or Your legal representative if you die, but b. "Property damage" to property owned by, only with respect to duties as such. That rented to, in the charge of or occupied by representative will have all your rights and you or the employer of any person who is duties under this insurance. an insured under this provision. e. Unnamed Subsidiary 5. Operator of Nonowned Watercraft Any subsidiary and subsidiary thereof, of With respect to watercraft you do not own that yours which is a legally incorporated entity is less than 51 feet long and is not being used of which you own a financial interest of to carry persons for a charge, any person is an more than 50% of the voting stock on the insured while operating such watercraft with effective date of this Coverage Part. your permission. Any other person or organization responsible for the conduct of The insurance afforded herein for any such person also an insured, but only with subsidiary not shown in the Declarations respect to liabi lity arising out of the operation b as a named insured does not apply to of the watercraft, and only no other injury or damage with respect to which an n any kind i available to that in surance insured under this insurance is also an person or organization for this his liability. insured under another policy or would be an insured under such policy but for its However, no person or organization is an termination or upon the exhaustion of its insured with respect to: limits of insurance. a. "Bodily injury" to a co-"employee" of the 3. Newly Acquired Or Formed Organization person operating the watercraft; or Any organization you newly acquire or form, b. "Property damage" to property owned by, other than a partnership, joint venture or rented to, in the charge of or occupied by limited liability company, and over which you you or the employer of any person who is maintain financial interest of more than 50% of an insured under this provision. the voting stock, will qualify as a Named 6. Additional Insureds When Required By Insured if there is no other similar insurance Written Contract, Written Agreement Or available to that organization. However: Permit a. Coverage under this provision is afforded The person(s) or organization(s) identified in only until the 180th day after you acquire Paragraphs a. through f. below are additional or form the organization or the end of the insureds when you have agreed, in a written policy period, whichever is earlier; and Form SS 00 08 04 05 Page 11 of 24 _, 11 BUSINESS LIABILITY COVERAGL rORM 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; (f) 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 vendors 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 by us and made a part of this Coverage Part, or sale by you, have been labeled Including all persons or organizations added or relabeled or used as a as additional insureds under the specific container, part or ingredient of any additional insured coverage grants in Section other thing or substance by or for F. — Optional Additional Insured Coverages. the vendor; or a. Vendors (h) "Bodily injury" or "property damage" arising out of the sole or organization(s) referred to Any person(s) ( 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 provides coverage for "bodily injury" or (i) The exceptions contained in "property damage" included within the Subparagraphs (d) or (f7; or "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 exclusions: undertakes to make in the usual 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 of the contract or agreement; b. Lessors Of Equipment (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) Any physical or chemical change injury", "property damage" or in the product made intentionally "personal and advertising injury" by the vendor; 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 $S 00 08 04 05 BUSINt�S LIABILITY COVERAGE FORM (2) With respect to the insurance afforded e. Permits Issued By State Or Political to these additional insureds, this Subdivisions insurance does 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 (2) With respect to the insurance afforded only with respect to liability arising out to these additional insureds, this of the ownership, maintenance or use insurance does not apply to: of that part of the land or premises (a) "Bodily injury", "property damage" leased to you. or "personal and advertising (2) With respect to the insurance afforded injury" arising out of operations to these additional insureds, this performed for the state or Insurance does not apply to: municipality; or (a) Any "occurrence" which takes (b) "Bodily injury' or "property damage" place after you cease to lease that included within the "products - land or be a tenant in that completed operations hazard ". premises; or 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 (it) 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 rORM (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, 3. Each Occurrence Limit architectural or engineering Subject to 2.a. or 2.b above, whichever activities. applies, the most we will pay for the sum of all The limits of insurance that apply to additional damages because of all "bodily injury", insureds are described in Section D. — Limits "property damage" and medical expenses Of Insurance. arising out of any one 'occurrence" is the How this insurance applies when other Liability and Medical Expenses Limit shown in insurance is available to an additional insured the Declarations. is described in the Other Insurance Condition The most we will pay for all medical expenses in Section E. — Liability And Medical Expenses because of "bodily Injury" sustained by any General Conditions. one person is the Medical Expenses Limit No person or organization is an insured with shown in the Declarations. respect to the conduct of any current or past 4. Personal And Advertising Injury Limit partnership, joint venture or limited liability Subject to 2.b. above, the most we will pay for company that is not shown as a Named Insured in the sum of all damages because of all the Declarations. personal and advertising injury" sustained by D. LIABILITY AND MEDICAL EXPENSES any one person or organization is the Personal LIMITS OF INSURANCE and Advertising Injury Limit shown in the Declarations. 1. The Most We Will Pay S. Damage To Premises Rented To You Limit The Limits of Insurance shown in the The Damage To Premises Rented To You Declarations and the rules below fix the most Limit is the most we will pay under Business we will pay regardless of the number of: Liability Coverage for damages because of a. Insureds; "property damage" to any one premises, while b. Claims made or "suits" brought; or rented to you, or in the case of damage by fire, c. Persons or organizations making claims or lightning or explosion, while rented to you or bringing "suits". temporarily occupied by you with permission of 2. Aggregate Limits the owner. The most we will pay for: In the case of damage by fire, lightning or explosion, the Damage to Premises Rented To a. Damages because of "bodily injury" and You Limit applies to all damage proximately "property damage" included in the caused by the same event, whether such "products- completed operations hazard" is damage results from fire, lightning or explosion the Products - Completed Operations or any combination of these. Aggregate Limit shown in the 6. How Limits Apply To Additional Insureds Declarations. The most we will pay on behalf of a person or b. Damages because of all other "bodily "property "personal organization who is an additional insured injury", damage" or underthis Coverage Part is the lesser of'. and advertising injury", including medical expenses, is the General Aggregate Limit a. The limits of insurance specified in a shown in the Declarations. written contract, written agreement or This General Aggregate Limit applies permit issued by a state or political separately to each of your "locations' subdivision; or owned by or rented to you. b. The Limits of Insurance shown in the "Location" means premises involving the Declarations. same or connecting lots, or premises Such amount shall be a part of and not in whose connection is interrupted only by a addition to the Limits of Insurance shown in street, roadway or right-of-way of a the Declarations and described in this Section. railroad. Page 14 of 24 Form SS 00 08 04 05 A� o® CERTIFICATE OF LIABILITY INSURANCE DATE (MMIDD, 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. 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 • CONTACT Kb a r7le1e Crowe Wood Gutmann & Bogart Insurance Brok License #0679263 \\ � L � s 4 0 00 ac Na:71a -573 -1770 -MAIL :kadeeawbib.com 15901 Red Hill Ave., Suite 100 L' LJ _ INSURER (S) AFFORDING COVERAGE NAIL N Tustin CA 92780 AN 03 2018 DAMA T R NT ERA: Sentinel Insurance Company Ltd INSURED DIX .1 if ER B: HISCOX, Insurance Company 10200 Dixon Resources Unlimited CITY CLERK ERC: PREMISES Ea o rrence Julie Dixon CITY OF SEAL BEACH MED EXP (Any one Person) $ 10,000 3639 Midway Drive Ste B345 ER D: San Diego CA 92110 INSURER E INSURER F PERSONAL B ADV INJURY COVERAGES CERTIFICATE NUMBER: 1093450056 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 rypE OF INSURANCE AOOL SUER POLICYNUMBER POLICY EFF MMIDDIYYYY POLICY UP MMIDDIYYYY LIMITS • GENERAL LIABILITY 72SBAAN5235 12/1712017 12/172018 EACH OCCURRENCE $2,00J." DAMA T R NT TCOMMERCIAL CLAIMS -MADE %t OCCUR PREMISES Ea o rrence $1,000,000 MED EXP (Any one Person) $ 10,000 PERSONAL B ADV INJURY $2,000,000 GEN'L AGGREGATE LIMIT APPLIES PER GENERAL AGGREGATE $4,000,000 POLICY JET r LOC PRODUCTS- COMPIOPAGG $4,000,000 $ OTHER: • AUTOMOBILE LIABILITY 72SBAAN5235 12/172017 12/172018 COMBINED SINGLE LIMIT Ea accident $ BODILY INJURY (Per person) $ ANY AUTO JX ALL OWNED SCHEDULED AUTOS AUTOS BODILY INJURY (Per accident) $ PROPERTY DAMAGE Per accitlenl $ HIRED AUTOS X NON -OWNED AUTOS $ UMBRELLA LIAR OCCUR EACH OCCURRENCE $ AGGREGATE $ EXCESS LIAR CLAIMS -MADE DED RETENTION$ $ • WORKERS COMPENSATION AND EMPLOYERS' LIABILITY YIN 72WECGM3e8 12/172017 12/172018 X I PER OTH- STATUTE ER ANY PROPRIETOWPARTNER EXECUTIVE E L EACH ACCIDENT S 1.000,000 OFFICERJMEMBER EXCLUDED? ❑ N/A E.L. DISEASE- EA EMPLOYEE $ 1,000,000 (Mandatory in NH) If yea, describe under DESCRIPTION OF OPERATIONS below E.L. DISEASE - POLICY LIMIT $1,00QIXI0 B Rohsabnal Liability MPL186655717 12/172017 12/172018 limit $2,000,000 Dededible $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 CERTIFICATE HOLDER CANCELLATION © 1988.2014 ACORD CORPORATION. All rights reserved. ACORD 25 (2014/01) The ACORD name and logo are registered marks of ACORD SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. City of Seal Beach 211 8th Street AUTHORIZED REPRESENTATIVE Seal Beach CA 90740 © 1988.2014 ACORD CORPORATION. All rights reserved. ACORD 25 (2014/01) The ACORD name and logo are registered marks of ACORD 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. L] 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 holder(s) 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 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 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: (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 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 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 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 vendor's 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 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 does 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 (2) With respect to the insurance afforded only with respect to liability arising out to these additional insureds, this of the ownership, maintenance or use insurance does not apply to: of that part of the land or premises (a) "Bodily injury", "property damage" leased to you. or "personal and advertising (2) With respect to the insurance afforded injury" arising out of operations to these additional insureds, this performed for the state or insurance does not apply to: municipality; or (a) Any "occurrence" which takes (b) "Bodily injury" or "property damage" place after you cease to lease that included within the "products - land or be a tenant in that completed operations hazard ". premises; or 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 (ii) 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", ry, " ro ert y damage" e" 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 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