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HomeMy WebLinkAboutAGMT - JHD Planning, LLC and Amendment No 1(Consulting Services to update the City's Housing ElementPROFESSIONAL SERVICES AGREEMENT AMENDMENT NO. 1 Between City of Seal Beach 211 - 8th Street Seal Beach, CA 90740 Mt. JHD Planning, LLC P.O. Box 474 Shaver Lake, California, 93664 (714) 803-2860 This Amendment No. 1, dated February 28, 2022, amends that certain agreement (Agreement) dated November 10, 2020 by and between the City of Seal Beach (City), a California charter city, and JHD Planning, LLC (Consultant), a California Limited Liability Corporation. RECITALS A. City and Consultant are parties to the Agreement, pursuant to which Consultant provides technical assistance in Community Development for the purposes of achieving a certified Housing Element for the 2021-2029 planning period. B. City and Consultant wish to amend the Agreement for Consultant to continue providing such services, however, the previous Agreement has expired. AMENDMENT NO. 1 NOW, THEREFORE and in consideration of the foregoing and of the mutual covenants and promises herein set forth, the parties agree to amend the Agreement as follows: Section 1. Section 2.0 (Term) of the Agreement is hereby amended to read as follows: This term of this Agreement shall commence as of the Effective Date and shall continue for a term until and including June 30, 2022 unless previously terminated by this Agreement. Section 2. All references to the term "Agreement" throughout Sections 1.0 through 25.0 inclusive, of the Agreement are hereby modified to include the Agreement dated November 10, 2020 and this Amendment No. 1, dated February 28, 2022, as if all of those terms are fully set forth therein. Section 3. Except as expressly modified or supplemented b this amendment No. 1, all other provisions of the Agreement shall remain unaltered and in full force and effect. Section 4. The person executing this Amendment No. 1 on behalf of Consultant warrants that he or she is fully authorized to execute this Amendment NO. 1 on behalf of said Party, and that by his or her execution, Consultant is formally bound to the provisions of this Amendment No. 1. 2 of 3 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 By . R. Ingram, City Mana Attf CONSULTANT: J tanning, LLC By: - Name: tu- �R 5 /trtGr� Its: n CP Approved as to Fo m By: Craig A. Steele, City Attorney 3of3 ACOR01DATE �1 CERTIFICATE OF LIABILITY INSURANCE (MM/DDNYYY) 08/10/2021 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 'c' Karen Bronson CorRisk Solutions 180 N Stetson Ave Suite 4500 rwN.E4r 8755 312-637-.No.E.u: kbronson@corrisksolutions.com Chicago, IL 60601 INSURERS) AFFORDING COVERAGE NAIC # INSURERA: New Hampshire Insurance Company 23841 INSURED INSURER B: JHD Planning, LLC PO Box 474 Shaver Lake, CA 93664 INSURER C: INSURER D: INSURER E: INSURER F: rnvoonr_Gc CFRTIFICATF NUMBER: REVISION NUMBMK: 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 AUD'LSUBR INSRD WVD POLICY NUMBER POLICY EFF (MM1DD/YYYY) POLICY EXP (MM1DD1YYYY) LIMITS GENERAL LIABILITY EACH OCCURANCE DAMAGE TO RENTED COMMERCIAL GENERAL LIABILITY PREMISES (Ea occurance) CLAIMS MADE F1 OCCUR MED EXP (Any one person) DOES NOT APPLY PERSONAL &AND INJURY GENERAL AGGREGATE PRODUCTS - COMP/OP AGG GEN'L AGGREGATE LIMIT APPLIES PER: POLICY PROJECT LOC AUTOMOBILE LIABILITY NEO SINGLE LIMIT (Ea acciden BODILY INJURY (Per person) ANY AUTO BODILY INJURY (Per accident) ALL OWNED SCHEDULED AUTOS AUTOS NON -OWNED HIRED AUTOS At ITnC DOES NOT APPLY accident) I Y unNwGE (Per UMBRELLA LIAB OCCUR EACH OCCURANCE AGGREGATE EXCESS LIAB CLAIMS MADE DOES NOT APPLY DED RETENTION S WORKERS COMPENSATION AND EMPLOYERS' LIABILITY WC STATU- OTHER TORY LIMITS E.L. EACH ACCIDENT ANY PROPRIETOR/PARTNER/EXECUTIVE OFFICE/MEMBER EXCLUDED? YM (Mandatory in NH)EMPLOYEE ❑ NIA DOES NOT APPLY E.L. UIStSAE - FJA E.L. DISEASE - POLICY LIMIT If yes, describe under DESCRIPTION OF OPERATIONS below A Professional Liability 064989916- 06 09/01/21 '09/01/22 Per occurrence: $1,000,000 Annual Aggregate: $1,000,000 DESCRIPTION OF OPERATIONS I LOCATIONS I VEHICLES (Attach ACCORD 101, Additional Remarks Schedule, if more space is required) Planning and housing services CERTIFICATE HOLDER CANCELLATION ACORD 25 (2010105) ©1988-2010 ACORD CORPORATION. Allrights reserved. The ACORD name and logo are registered marks of ACORD SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE City of Seal Beach THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. Attn: Steven Fowler, Planning Department AUTHORIZED REPRESENTATIVE 211 8th Street Seal Beach, CA 90740 ACORD 25 (2010105) ©1988-2010 ACORD CORPORATION. Allrights reserved. The ACORD name and logo are registered marks of ACORD ® CERTIFICATE OF LIABILITY INSURANCE A`o DATD/YYYY) /1/2021 9/1/2 THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER, AND THE CERTIFICATE HOLDER. IMPORTANT: If the certificate holder is an ADDITIONAL INSURED, the policy(ies) must have ADDITIONAL INSURED provisions or be endorsed. If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy, certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificateholder in lieu of such endorsement(s). PRODUCER Risk Strategies Company 2040 Main Street, Suite 450 Irvine, CA 92614 CONTACT NAME: Risk Strategies Company P"� N Ext): 949-242-9240 a No): ADDRESS: sVounq(@_risk-strateqies.com INSURERS AFFORDING COVERAGE NAIC # A INSURERA: Hartford Underwriters Insurance Company 30104 www.risk-strategies.com CA DOI License No. OF06675 INSURED JHD Planning, LLC J. H. Douaylas & Associates P o. BOX 474 INSURER B: INSURERC: INSURER D : INSURERE: Shaver Lake CA 93664 INSURER F: rrnioownoc CCQTICICATE NUMBER' RARDFlar, 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 ADDL SUBR POLICY NUMBER POLICY EFF MM/DD POLICY EXP MMIDD LIMITS A �/ COMMERCIAL GENERAL LIABILITY CLAIMS -MADE E✓ OCCUR �/ �/ 72SBMANlBPX 9/1/2021 9/1/2022 EACH OCCURRENCE $$1000000 PREMISES Ea occu encs $$1,000,000 MED EXP (Any one person) $$10,000 PERSONAL &ADV INJURY $$1000000 GEN'L AGGREGATE LIMIT APPLIES PER: GENERAL AGGREGATE $$2,000,000 PRODUCTS—COMP/OP AGG S$2,000,000 ✓ POLICY ❑ JET LOC OTHER: AUTOMOBILE LIABILITY 72SBMANlBPX 9/1/2021 9/1/2022 EOMaBIINdEDtSINGLELIMIT S$1000000 BODILY INJURY (Per person) $ ANY AUTO BODILY INJURY (Per accident) $ OWNED SCHEDULED AHIRED AUTOS ONLY AUTOS NON -OWNED I✓ AUTOS ONLY IV AUTOS ONLY PROPERTYDAMAGE S Per accident $ UMBRELLA LIAR OCCUR EACH OCCURRENCE $ AGGREGATE $ EXCESS LIAB CLAIMS -MADE DED I I RETENTIONS_ S WORKERS COMPENSATION, ST PERT ERH E.L. EACH ACCIDENT $ AND EMPLOYERS' LABILITY Y I N ANYPROPRIETOR/PARTNER/EXECUTIVE F ---1N E.L. DISEASE- EA EMPLOYEE $ OFFICER/MEMBEREXCLUDED7 (Mandatory in NH) /A E.L. DISEASE -POLICY LIMIT S If yes, describe under DESCRIPTION OF OPERATIONS below DESCRIPTION OF OPERATIONS / LOCATIONS /VEHICLES (ACORD 101, Additional Remarks Schedule, may be attached if more space is required) Projects as on file with the insured including but not limited to Housing Element Update. City of Seal Beach and its elected and appointed officials, officers, employees, agents and volunteers are named as additional insureds and primary/non-contributory clause and a waiver of subrogation applies to the general liability policy CANCEL 1 ATLON U 1988-20i 5 ACORD I.UKrUKAI IUM. Avell rIgnts reaeru. ACORD 25 (2016103) The ACORD name and logo are registered marks of ACORD 63695196 1 21-22 GL-HNOA I Sherry Young 1 9/1/2021 7:30:54 AM (PDT) I Page 1 of 26 SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE of Seal Beach THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN PAIty ttn: Steven Fowler, Planning Dept. ACCORDANCE WITH THE POLICY PROVISIONS. 211 8th St. Seal Beach CA 90740 AUTHORIZED REPRESENTATIVE RSC Insurance Brokerage .J U 1988-20i 5 ACORD I.UKrUKAI IUM. Avell rIgnts reaeru. ACORD 25 (2016103) The ACORD name and logo are registered marks of ACORD 63695196 1 21-22 GL-HNOA I Sherry Young 1 9/1/2021 7:30:54 AM (PDT) I Page 1 of 26 72SBMANIBPX THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. THE r HARTFORD BLANKET ADDITIONAL INSURED BY CONTRACT This endorsement modifies insurance provided under the following: BUSINESS LIABILITY COVERAGE FORM Except as otherwise stated in this endorsement, the terms and conditions of the Policy apply. A. The following is added to Section C. WHO IS AN INSURED: 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 contract or written agreement, or when required by a written permit issued by a state or governmental agency or subdivision or political subdivision that such person or organization be added as an additional insured on your Coverage Part, 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 any other endorsement issued by us and made a part of this Coverage Part. The insurance afforded to such additional insured will not be broader than that which you are required by the contract, agreement, or permit to provide for such additional insured. The insurance afforded to such additional insured only applies to the extent permitted by law. The limits of insurance that apply to additional insureds are described in Section D. LIABILITY AND MEDICAL EXPENSES LIMITS OF INSURANCE. 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. 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 Form SL 30 32 10 18 Page 1 of 3 © 2018, The Hartford (May include copyrighted material of Insurance Services Office, Inc., with its permission) 63695196 1 21-22 GL-HNOA I Sherry Young 1 9/1/2021 7:30:54 AM (PDT) I Page 2 of 26 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. THE d HARTFORD (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: (i) The exceptions contained in Paragraphs (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. (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: (a) 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, including: (i) 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 (ii) Supervisory, surveying, inspection, architectural or engineering activities. This exclusion applies even if the claims allege negligence or other wrongdoing in the supervision, hiring, employment, training or monitoring of others by an insured, if the "bodily injury', "property damage", or "personal and advertising injury" arises out of the rendering of or the failure to render any professional service. (b) This insurance does not apply to "bodily injury" or "property damage" included within the "products - completed operations hazard". e. State Or Governmental Agency Or Subdivision Or Political Subdivision Issuing Permit (1) Any state or governmental agency or subdivision or political subdivision, but only with respect to operations performed by you or on your behalf for which the state or governmental agency or subdivision 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 federal government, state or municipality; or Form SL 30 32 10 18 Page 2 of 3 © 2018, The Hartford (May include copyrighted material of Insurance Services Office, Inc., with its permission) 63695196 1 21-22 GL-HNOA I Sherry Young 1 9/1/2021 7:30:54 AM (PDT) I Page 3 of 26 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. THE HARTFORD (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 in one of the categories or classes listed above in 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 performed by you or on your behalf; (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: (1) The written contract, written agreement or permit 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, 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 architectural, engineering or surveying services, 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, surveying, inspection, architectural or engineering activities. This exclusion applies even if the claims allege negligence or other wrongdoing in the supervision, hiring, employment, training or monitoring of others by an insured, if the "bodily injury", "property damage", or "personal and advertising injury" arises out of the rendering of or the failure to render any professional service described in Paragraphs f.(2)(a) or f.(2)(b) above. Form SL 30 32 10 18 © 2018, The Hartford (May include copyrighted material of Insurance Services Office, Inc., with its permission) 63695196 121-22 GL-HNOA I Sherry Young 19/1/2021 7:30:54 AM (PDT) I Page 4 of 26 Page 3 of 3 72SBMANIBPX THE r HARTFORD BUSINESS LIABILITY COVERAGE FORM Various provisions in this Policy restrict coverage. Read the entire Policy carefully to determine rights, duties and what is and is not covered. Throughout this Coverage Part the words "you" and "your" refer to the Named Insured shown in the Declarations. The words "we", "us" and "our" refer to the insurance company shown in the Declarations. "Policy period", as used in this Coverage Part, means the period from the effective date of this Coverage Part to the expiration date of the Coverage Part as stated in the Declarations or the date of cancellation, whichever is earlier. The word "insured" means any person or organization qualifying as such under Section C. Who Is An Insured. Other words and phrases that appear in quotation marks have special meaning. Refer to Section F. Liability And Medical Expenses Definitions. A. COVERAGES 1. Business Liability Coverage (Bodily Injury, Property Damage, Personal And Advertising Injury) Insuring Agreement a. We will pay those sums that the insured becomes legally obligated to pay as damages because of "bodily injury", "property damage" or "personal and advertising injury" to which this insurance applies. We will have the right and duty to defend the insured against any "suit" seeking those damages. However, we will have no duty to defend the insured against any "suit" seeking damages for "bodily injury", "property damage" or "personal and advertising injury" to which this insurance does not apply. We may, at our discretion, investigate any "occurrence" or offense and settle any claim or "suit" that may result. But: (1) The amount we will pay for damages is limited as described in Section D. Liability And Medical Expenses Limits Of Insurance; and (2) Our right and duty to defend ends when we have used up the applicable limit of insurance in the payment of judgments, settlements or medical expenses to which this insurance applies. No other obligation or liability to pay sums or perform acts or services is covered unless explicitly provided for under Coverage Extension - Supplementary Payments. b. This insurance applies: (1) To "bodily injury" and "property damage" only if: (a) The "bodily injury" or "property damage" is caused by an "occurrence" that takes place in the "coverage territory"; (b) The "bodily injury" or "property damage" occurs during the policy period; and (c) Prior to the policy period, no insured listed under Paragraph 1. of Section C. Who Is An Insured and no "employee" authorized by you to give or receive notice of an "occurrence" or claim, knew that the "bodily injury" or "property damage" had occurred, in whole or in part. If such a listed insured or authorized "employee" knew, prior to the policy period, that the "bodily injury" or "property damage" occurred, then any continuation, change or resumption of such "bodily injury" or "property damage" during or after the policy period will be deemed to have been known prior to the policy period. (2) To "personal and advertising injury" caused by an offense arising out of your business, but only if the offense was committed in the "coverage territory" during the policy period. c. "Bodily injury" or "property damage" will be deemed to have been known to have occurred at the earliest time when any insured listed under Paragraph 1. of Section C. Who Is An Insured or any "employee" authorized by you to give or receive notice of an "occurrence" or claim: (1) Reports all, or any part, of the "bodily injury" or "property damage" to us or any other insurer; (2) Receives a written or verbal demand or claim for damages because of the "bodily injury" or "property damage'; or Form SL 00 00 10 18 Page 1 of 22 © 2018, The Hartford (May include copyrighted material of Insurance Services Office, Inc., with its permission) 63695196 1 21-22 GL-HNOA I Sherry Young 1 9/1/2021 7:30:54 AM (PDT) I Page 5 of 26 THE HARTFORD (3) Becomes aware by any other means that "bodily injury" or "property damage" has occurred or has begun to occur. d. Damages because of "bodily injury" include damages claimed by any person or organization for care, loss of services or death resulting at any time from the "bodily injury". e. Incidental Medical Malpractice (1) "Bodily injury" arising out of the rendering of or failure to render professional health care services as a physician, dentist, nurse, emergency medical technician or paramedic shall be deemed to be caused by an "occurrence", but only if: (a) The physician, dentist, nurse, emergency medical technician or paramedic is employed by you to provide such services; and (b) You are not engaged in the business or occupation of providing such services. (2) For the purpose of determining the limits of insurance for incidental medical malpractice, any act or omission together with all related acts or omissions in the furnishing of these services to any one person will be considered one "occurrence". 2. Medical Expenses Insuring Agreement a. We will pay medical expenses as described below for "bodily injury" caused by an accident: (1) On premises you own or rent; (2) On ways next to premises you own or rent; or (3) Because of your operations; provided that: 4 (1) The accident takes place in the "coverage territory" and during the policy period; (2) The expenses are incurred and reported to us within three years of the date of the accident; and (3) The injured person submits to examination, at our expense, by physicians of our choice as often as we reasonably require. b. We will make these payments regardless of fault. These payments will not exceed the applicable limit of insurance. We will pay reasonable expenses for: (1) First aid administered at the time of an accident; (2) Necessary medical, surgical, x-ray and dental services, including prosthetic devices; and (3) Necessary ambulance, hospital, professional nursing and funeral services. 3. Coverage Extension - Supplementary Payments a. We will pay, with respect to any claim we investigate or settle, or any "suit" against an insured we defend: (1) All expenses we incur. (2) Up to $1,000 for the cost of bail bonds required because of accidents or traffic law violations arising out of the use of any vehicle to which Business Liability Coverage for "bodily injury" applies. We do not have to furnish these bonds. (3) The cost of appeal bonds or bonds to release attachments, but only for bond amounts within the applicable limit of insurance. We do not have to furnish, finance, arrange for, guarantee, or collateralize these bonds, whether the collateralization is characterized as premium or not. (4) All reasonable expenses incurred by the insured at our request to assist us in the investigation or defense of the claim or "suit", including actual loss of earnings up to $500 a day because of time off from work. (5) All court costs taxed against the insured in the "suit". However, such costs do not include attorneys' fees, attorneys' expenses, witness or expert fees, or any other expenses of a party taxed against the insured. (6) Prejudgment interest awarded against the insured on that part of the judgment we pay. If we make an offer to pay the applicable limit of insurance, we will not pay any prejudgment interest based on that period of time after the offer. Form SL 00 00 10 18 Page 2 of 22 © 2018, The Hartford (May include copyrighted material of Insurance Services Office, Inc., with its permission) 63695196 1 21-22 GL-HNOA I Sherry Young 1 9/1/2021 7:30:54 AM (PDT) I Page 6 of 26 THEW HARTFORD (7) All interest on the full amount of any judgment that accrues after entry of the judgment and before we have paid, offered to pay, or deposited in court the part of the judgment that is within the applicable limit of insurance. Any amounts paid under (1) through (7) above will not reduce the Limits of Insurance. b. If we defend an insured against a "suit" and an indemnitee of the insured is also named as a party to the "suit", we will defend that indemnitee if all of the following conditions are met: (1) The "suit" against the indemnitee seeks damages for which the insured has assumed the liability of the indemnitee in a contract or agreement that is an "insured contract"; (2) This insurance applies to such liability assumed by the insured; (3) The obligation to defend, or the cost of the defense of, that indemnitee, has also been assumed by the insured in the same "insured contract'; (4) The allegations in the "suit" and the information we know about the "occurrence" are such that no conflict appears to exist between the interests of the insured and the interest of the indemnitee; (5) The indemnitee and the insured ask us to conduct and control the defense of that indemnitee against such "suit" and agree that we can assign the same counsel to defend the insured and the indemnitee; and (6) The indemnitee: (a) Agrees in writing to: (i) Cooperate with us in the investigation, settlement or defense of the "suit"; (ii) Immediately send us copies of any demands, notices, summonses or legal papers received in connection with the "suit"; (iii) Notify any other insurer whose coverage is available to the indemnitee; and (iv) Cooperate with us with respect to coordinating other applicable insurance available to the indemnitee; and (b) Provides us with written authorization to: (1) Obtain records and other information related to the "suit"; and (ii) Conduct and control the defense of the indemnitee in such "suit". So long as the above conditions are met, attomeys' fees incurred by us in the defense of that indemnitee, necessary litigation expenses incurred by us and necessary litigation expenses incurred by the indemnitee at our request will be paid as Supplementary Payments. Notwithstanding the provisions of Paragraph 1.b.(b) of Section B. Exclusions, such payments will not be deemed to be damages for "bodily injury" and "property damage" and will not reduce the Limits of Insurance. Our obligation to defend an insured's indemnitee and to pay for attorneys' fees and necessary litigation expenses as Supplementary Payments ends when: (1) We have used up the applicable limit of insurance in the payment of judgments or settlements; or (2) The conditions set forth above, or the terms of the agreement described in Paragraph (6) above, are no longer met. B. EXCLUSIONS 1. Applicable To Business Liability Coverage This insurance does not apply to: a. Expected Or Intended Injury (1) "Bodily injury" or "property damage" expected or intended from the standpoint of the insured. This exclusion does not apply to "bodily injury" or "property damage" resulting from the use of reasonable force to protect persons or property; or ,(2) "Personal and advertising injury" arising out of an offense committed by, at the direction of or with the consent or acquiescence of the insured with the expectation of inflicting "personal and advertising injury". Form SL 00 00 10 18 Page 3 of 22 © 2018, The Hartford (May include copyrighted material of Insurance Services Office, Inc., with its permission) 63695196 1 21-22 GL-HNOA I Sherry Young 1 9/1/2021 7:30:54 AM (PDT) I Page 7 of 26 b. Contractual Liability (1) "Bodily injury" or "property damage"; or (2) "Personal and advertising injury" for which the insured 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 because of.- (a) f:(a) "Bodily injury", "property damage" or "personal and advertising injury" that the insured would have in the absence of the contract or agreement; or (b) "Bodily injury" or "property damage" assumed in a contract or agreement that is an "insured contract", provided the "bodily injury" or "property damage" occurs subsequent to the execution of the contract or agreement. Solely for the purpose of liability assumed in an "insured contract", reasonable attorneys' fees and necessary litigation expenses incurred by or for a party other than an insured are deemed to be damages because of "bodily injury" or "property damage" provided: (I) Liability to such party for, or for the cost of, that party's defense has also been assumed in the same "insured contract"; and (ii) Such attorneys' fees and litigation expenses are for defense of that party against a civil or alternative dispute resolution proceeding in which damages to which this insurance applies are alleged. c. Liquor Liability "Bodily injury" or "property damage" for which any insured may be held liable by reason of: (1) Causing or contributing to the intoxication of any person; (2) The furnishing of alcoholic beverages to a person under the legal drinking age or under the influence of alcohol; (3) Providing or failing to provide transportation with respect to any person that may be under the influence of alcohol; or (4) Any statute, ordinance or regulation relating to the sale, gift, distribution or use of alcoholic beverages. This exclusion applies even if the claims allege negligence or other wrongdoing in the supervision, hiring, employment, training or monitoring of others by an insured, if the "bodily injury" or "property damage" involved that which is described in Paragraph (1), (2), (3) or (4) above. However, this exclusion applies only if you are in the business of manufacturing, distributing, selling, serving or furnishing alcoholic beverages. For the purposes of this exclusion, permitting a person to bring alcoholic beverages on your premises, for consumption on your premises, whether or not a fee is charged or a license is required for such activity, is not by itself considered the business of selling, serving, or furnishing alcoholic beverages. d. Workers' Compensation And Similar Laws Any obligation of the insured under a workers' compensation, disability benefits or unemployment compensation law or any similar law. e. Employer's Liability "Bodily injury" to: (1) An "employee" of the insured arising out of and in the course of: (a) Employment by the insured; or (b) Performing duties related to the conduct of the insured's business; or (2) The spouse, child, parent, brother or sister of that "employee" as a consequence of (1) above. This exclusion applies: (1) Whether the insured may be liable as an employer or in any other capacity; and (2) To any obligation to share damages with or repay someone else who must pay damages because of the injury. Form SL 00 00 10 18 Page 4 of 22 © 2018, The Hartford (May include copyrighted material of Insurance Services Office, Inc., with its permission) 63695196 121-22 GL-HNOA I Sherry Young 19/1/2021 7:30:54 AM (PDT) I Page 8 of 26 AM THEM HARTFORD This exclusion does not apply to liability assumed by the insured under an "insured contract". Pollution (1) "Bodily injury", "property damage" or "personal and advertising injury" arising out of the actual, alleged or threatened discharge, dispersal, seepage, migration, release or escape of "pollutants": (a) At or from any premises, site or location which is or was at any time owned or occupied by, or rented or loaned to any insured. However, this paragraph does not apply to: (i) "Bodily injury" if sustained within a building and caused by smoke, fumes, vapor or soot produced by or originating from equipment that is used to heat, cool or dehumidify the building, or equipment that is used to heat water for personal use, by the building's occupants or their guests; (ii) "Bodily injury" or "property damage" for which you may be held liable, if you are a contractor and the owner or lessee of such premises, site or location has been added to this Coverage Part as an additional insured with respect to your ongoing operations performed for that additional insured at that premises, site or location and such premises, site or location is not and never was owned or occupied by, or rented or loaned to, any insured, other than that additional insured; or (iii) "Bodily injury" or "property damage" arising out of heat, smoke or fumes from a "hostile fire"; (b) At or from any premises, site or location which is or was at any time used by or for any insured or others for the handling, storage, disposal, processing or treatment of waste; (c) Which are or were at any time transported, handled, stored, treated, disposed of, or processed as waste by or for: (i) Any insured; or (ii) Any person or organization for whom you may be legally responsible; (d) At or from any premises, site or location on which any insured or any contractors or subcontractors working directly or indirectly on any insured's behalf are performing operations if the "pollutants" are brought on or to the premises, site or location in connection with such operations by such insured, contractor or subcontractor. However, this paragraph does not apply to: (i) "Bodily injury" or "property damage" arising out of the escape of fuels, lubricants or other operating fluids which are needed to perform the normal electrical, hydraulic or mechanical functions necessary for the operation of "mobile equipment" or its parts, if such fuels, lubricants or other operating fluids escape from a vehicle part designed to hold, store or receive them. This exception does not apply if the "bodily injury" or "property damage" arises out of the intentional discharge, dispersal or release of the fuels, lubricants or other operating fluids, or if such fuels, lubricants or other operating fluids are brought on or to the premises, site or location with the intent that they be discharged, dispersed or released as part of the operations being performed by such insured, contractor or subcontractor; (ii) "Bodily injury" or "property damage" sustained within a building and caused by the release of gases, fumes or vapors from materials brought into that building in connection with operations being performed by you or on your behalf by a contractor or subcontractor; or (iii) "Bodily injury" or "property damage" arising out of heat, smoke or fumes from a "hostile fire"; or (e) At or from any premises, site or location on which any insured or any contractors or subcontractors working directly or indirectly on any insured's behalf are performing operations if the operations are to test for, monitor, clean up, remove, contain, treat, detoxify or neutralize, or in any way respond to, or assess the effects of, "pollutants". (2) Any loss, cost or expense arising out of any: (a) Request, demand, order or statutory or regulatory requirement that any insured or others test for, monitor, clean up, remove, contain, treat, detoxify or neutralize, or in any way respond to, or assess the effects of, "pollutants"; or (b) Claim or "suit" by or on behalf of a governmental authority for damages because of testing for, monitoring, cleaning up, removing, containing, treating, detoxifying or neutralizing, or in any way responding to, or assessing the effects of, "pollutants". Form SL 00 00 10 18 Page 5 of 22 © 2018, The Hartford (May include copyrighted material of Insurance Services Office, Inc., with its permission) 63695196 1 21-22 GL-HNOA I Sherry Young 1 9/1/2021 7:30:54 AM (PDT) I Page 9 of 26 THE ad HARTFORD However, this paragraph does not apply to liability for damages because of "property damage" that the insured would have in the absence of such request, demand, order or statutory or regulatory requirement, or such claim or "suit" by or on behalf of a governmental authority. g. Aircraft, Auto Or Watercraft (1) Unmanned Aircraft "Bodily injury" or "property damage" arising out of the ownership, maintenance, use or entrustment to others of any aircraft that is an "unmanned aircraft". Use includes operation and "loading or unloading". This Exclusion g.(1) applies even if the claims against any insured allege negligence or other wrongdoing in the supervision, hiring, employment, training or monitoring of others by that insured, if the "bodily injury" or "property damage" arises out of the ownership, maintenance, use or entrustment to others of any aircraft that is an "unmanned aircraft". (2) Aircraft (Other Than Unmanned Aircraft), Auto or Watercraft "Bodily injury" or "property damage" arising out of the ownership, maintenance, use or entrustment to others of any aircraft (other than "unmanned aircraft"), "auto" or watercraft owned or operated by or rented or loaned to any insured. Use includes operation and "loading or unloading". This Exclusion g.(2) applies even if the claims against any insured allege negligence or other wrongdoing in the supervision, hiring, employment, training or monitoring of others by that insured, if the "bodily injury" or "property damage" arises out of the ownership, maintenance, use or entrustment to others of any aircraft (other than "unmanned aircraft"), "auto" or watercraft that is owned or operated by or rented or loaned to any insured. This Exclusion g.(2) does not apply to: (a) A watercraft while ashore on premises you own or rent; (b) A watercraft you do not own that is: (i) Less than 51 feet long; and (ii) Not being used to carry persons or property for a charge; (c) Parking an "auto" on, or on the ways next to, premises you own or rent, provided the "auto" is not owned by or rented or loaned to you or the insured; (d) Liability assumed under any "insured contract" for the ownership, maintenance or use of aircraft (other than "unmanned aircraft") or watercraft; (e) "Bodily injury" or "property damage" arising out of: (i) The operation of any of the machinery or equipment listed in Paragraph f.(2) or f.(3) of the definition of "mobile equipment"; or (ii) The operation of machinery or equipment that is attached to, or part of, a land vehicle that would qualify under the definition of "mobile equipment" if it were not subject to a compulsory or financial responsibility law or other motor vehicle insurance or motor vehicle registration law where it is licensed or principally garaged; or (f) An aircraft (other than "unmanned aircraft") that is not owned by any insured and is hired, chartered or loaned with a paid crew. However, this exception does not apply if the insured has any other insurance for such "bodily injury" or "property damage", whether the other insurance is primary, excess, contingent or on any other basis. h. Mobile Equipment "Bodily injury" or "property damage" arising out of: (1) The transportation of "mobile equipment" by an "auto" owned or operated by or rented or loaned to any insured; or (2) The use of "mobile equipment" in, or while in practice or preparation for, a prearranged racing, speed or demolition contest or in any stunting activity. Form SL 00 00 10 18 Page 6 of 22 © 2018, The Hartford (May include copyrighted material of Insurance Services Office, Inc., with its permission) 63695196 1 21-22 GL-HNOA I sherry Young 1 9/1/2021 7:30:54 AM (POT) I Page 10 of 26 i. War "Bodily injury", "properly damage" or "personal and advertising injury", however caused, arising, directly or indirectly, out of. (1) War, including undeclared or civil war; (2) Warlike action by a military force, including action in hindering or defending against an actual or expected attack, by any government, sovereign or other authority using military personnel or other agents; or (3) Insurrection, rebellion, revolution, usurped power, or action taken by governmental authority in hindering or defending against any of these. Professional Services "Bodily injury", "property damage" or "personal and advertising injury" arising out of the rendering of or failure to render any professional service. This includes but is not limited to: (1) Legal, accounting or advertising services; (2) Preparing, approving, or failing to prepare or approve maps, shop drawings, opinions, reports, surveys, field orders, change orders, designs or drawings and specifications; (3) Supervisory, inspection, architectural or engineering activities; (4) Medical, surgical, dental, x-ray or nursing services, treatment, advice or instruction; (5) Any health or therapeutic service treatment, advice or instruction; (6) Any service, treatment, advice or instruction for the purpose of appearance or skin enhancement, hair removal or replacement or personal grooming; (7) Optical or hearing aid services including the prescribing, preparation, fitting, demonstration or distribution of ophthalmic lenses and similar products or hearing aid devices; (8) Optometry or optometric services including but not limited to examination of the eyes and the prescribing, preparation, fitting, demonstration or distribution of ophthalmic lenses and similar products; (9) Any: (a) Body piercing (not including ear piercing); (b) Tattooing, including but not limited to the insertion of pigments into or under the skin; and (c) Similar services; (10)Pharmaceutical services including but not limited to: (a) The administering, prescribing, preparing, distributing or compounding of pharmaceutical drugs, vaccinations, immunizations or any of their component parts; (b) The providing of or failure to provide home health care or home infusion products or services; and (c) Advising and consulting customers; (11)Computer consulting, design or programming services, including web site design. This exclusion applies even if the claims allege negligence or other wrongdoing in the supervision, hiring, employment, training or monitoring of others by an insured, if the "bodily injury", "property damage", or "personal and advertising injury" arises out of the rendering of or the failure to render any professional service. v Paragraphs (4) and (5) of this exclusion do not apply to the Incidental Medical Malpractice coverage afforded under Paragraph 1.e. in Section A. Coverages. k. Damage To Property "Property damage" to: (1) Property you own, rent or occupy, including any costs or expenses incurred by you, or any other person, organization or entity, for repair, replacement, enhancement, restoration or maintenance of such property for any reason, including prevention of injury to a person or damage to another's property; (2) Premises you sell, give away or abandon, if the "property damage" arises out of any part of those premises; Form SL 00 00 10 18 Page 7 of 22 © 2018, The Hartford (May include copyrighted material of Insurance Services Office, Inc., with its permission) 63695196 1 21-22 GL-HNOA I Sherry Young 1 9/1/2021 7:30:54 AM (PDT) I Page 11 of 26 (3) Property loaned to you; (4) Personal property in the care, custody or control of the insured; (5) That particular part of real property on which you or any contractors or subcontractors working directly or indirectly on your behalf are performing operations, if the "property damage" arises out of those operations; or (6) That particular part of any property that must be restored, repaired or replaced because "your work" was incorrectly performed on it. Paragraphs (1), (3) and (4) of this exclusion do not apply to "property damage" (other than damage by fire) to premises, including the contents of such premises, rented to you for a period of 7 or fewer consecutive days. A separate limit of insurance applies to Damage To Premises Rented To You as described in Section D. Limits Of Insurance. Paragraph (2) of this exclusion does not apply if the premises are "your work" and were never occupied, rented or held for rental by you. Paragraphs (3) and (4) of this exclusion do not apply to the use of elevators. Paragraphs (3), (4), (5) and (6) of this exclusion do not apply to liability assumed under a sidetrack agreement. Paragraphs (3) and (4) of this exclusion do not apply to "property damage" to borrowed equipment while not being used to perform operations at a job site. Paragraph (6) of this exclusion does not apply to "property damage" included in the "products -completed operations hazard". 1. Damage To Your Product "Property damage" to "your product" arising out of it or any part of it. m. Damage To Your Work "Property damage" to "your work" arising out of it or any part of it and included in the "products -completed operations hazard". This exclusion does not apply if the damaged work or the work out of which the damage arises was performed on your behalf by a subcontractor. n. Damage To Impaired Property Or Property Not Physically Injured "Property damage" to "impaired property" or property that has not been physically injured, arising out of: (1) A defect, deficiency, inadequacy or dangerous condition in "your product" or "your work"; or (2) A delay or failure by you or anyone acting on your behalf to perform a contract or agreement in accordance with its terms. This exclusion does not apply to the loss of use of other property arising out of sudden and accidental physical injury to "your product" or "your work" after it has been put to its intended use. o. Recall Of Products, Work Or Impaired Property Damages claimed for any loss, cost or expense incurred by you or others for the loss of use, withdrawal, recall, inspection, repair, replacement, adjustment, removal or disposal of: (1) "Your product'; (2) "Your work"; or (3) "Impaired property"; if such product, work or property is withdrawn or recalled from the market or from use by any person or organization because of a known or suspected defect, deficiency, inadequacy or dangerous condition in it. p. Personal And Advertising Injury "Personal and advertising injury": (1) Arising out of oral, written, electronic, or any other manner of publication of material, if done by or at the direction of the insured with knowledge of its falsity; Form SL 00 00 10 18 Page 8 of 22 © 2018, The Hartford (May include copyrighted material of Insurance Services Office, Inc., with its permission) 63695196 1 21-22 GL-HNOA I Sherry Young 1 9/1/2021 7:30:54 AM (PDT) I Page 12 of 26 THE HARTFORD (2) Arising out of oral, written, electronic, or any other manner of publication of material whose first publication took place before the beginning of the policy period; (3) Arising out of a criminal act committed by or at the direction of the insured; (4) Arising out of any breach of contract, except an implied contract to use another's "advertising idea" in your "advertisement"; (5) Arising out of the failure of goods, products or services to conform with any statement of quality or performance made in your "advertisement"; (6)_ Arising out of the wrong description of the price of goods, products or services; (7) Arising out of: (a) Any actual or alleged infringement or violation of any intellectual property rights, such as copyright, patent, right of publicity, trademark, trade dress, trade name, trade secret, service mark or other designation of origin or authenticity; or (b) Any injury or damage alleged in any claim or "suit" that also alleges an infringement or violation of any intellectual property right, whether such allegation of infringement or violation is made against you, or by you or by any other party involved in the claim or "suit", regardless of whether this insurance would otherwise apply. However, this exclusion does not apply if the only allegation in the claim or "suit" involving any intellectual property right is limited to: (i) Infringement, in your "advertisement", of: a. Copyright; b. Slogan; unless the slogan is also a trademark, trade dress, trade name, service mark or other designation of origin or authenticity; or c. Title of any literary or artistic work; or (ii) Copying, in your "advertisement", a person's or organization's "advertising idea" or style of 'advertisement'. Paragraph (7)(b)ii above shall not apply to claims or "suits" alleging infringement or violation of trademark, trade dress, trade name, service mark or other designation of origin or authenticity. (8) Arising out of an offense committed by an insured whose business is: (a) Advertising, broadcasting, publishing or telecasting; (b) Designing or determining content of web sites for others; or (c). An Internet search, access, content or service provider. However,, this exclusion does not apply to Paragraphs a., b. and c. under the definition of "personal and advertising injury' in Section F. Liability And Medical Expenses Definitions. For the purposes of this exclusion, the placing of frames, borders, or links, or advertising, for you or others anywhere on the Internet, is not by itself, considered the business of advertising, broadcasting, publishing or telecasting; (9) Arising out of an electronic chat room or bulletin board the insured hosts, owns, or over which the insured exercises control; (10)Arising out of the unauthorized use of another's name or product in your e-mail address, domain name or metatags, or any other similar tactics to mislead another's potential customers; (11)Arlsing out of the violation of a person's right of privacy created by any state or federal act. However, this exclusion does not apply to liability for damages that the insured would have in the absence of such state or federal act; (12)Arising out of: (a) Advertising content for others on your web site; (b) Placing a link to a web site of others on your web site; Form SL 00 00 1018 Page 9 of 22 © 2018, The Hartford (May include copyrighted material of Insurance Services Office, Inc., with its permission) 63695196 1 21-22 GL-HNOA I Sherry Young 1 9/1/2021 7:30:54 AM (PDT) I Page 13 of 26 THE A HARTFORD (c) Content from a web site of others displayed within a frame or border on your web site. Content includes information, code, sounds, text, graphics or images; or (d) Computer code, software or programming used to enable: (i) Your web site; or (ii) The presentation or functionality of an "advertisement" or other content on your web site; (13)Arising out of a violation of any anti-trust law; (14)Arising out of the fluctuation in price or value of any stocks, bonds or other securities; (15)Arising out of any access to or disclosure of any person's or organization's confidential or personal information, including patents, trade secrets, processing methods, customer lists, financial information, credit card information, health information or any other type of nonpublic information. This exclusion applies even if damages are claimed for notification costs, credit monitoring expenses, forensic expenses, public relations expenses or any other loss, cost or expense incurred by you or others arising out of any access to or disclosure of any person's or organization's confidential or personal information; or (16)Arising out of the ownership, maintenance, use or entrustment to others of any aircraft that is an "unmanned aircraft". Use includes operation and "loading or unloading". This exclusion applies even if the claims against any insured allege negligence or other wrongdoing in the supervision, hiring, employment, training or monitoring of others by that insured, if the "personal and advertising injury" arises out of the ownership, maintenance, use or entrustment to others of any aircraft that is an "unmanned aircraft". However, this exclusion does not apply if the only allegation in the claim or "suit" involves an intellectual property right which is limited to: (a) Infringement, in your "advertisement", of: (i) Copyright; (ii) Slogan; or (iii) Title of any literary or artistic work; or (b) Copying, in your "advertisement", a person's or organization's "advertising idea" or style of "advertisement". q. Access Or Disclosure Of Confidential Or Personal Information And Data -Related Liability (1) Damages because of "bodily injury" or "property damage" arising out of any access to or disclosure of any person's or organization's confidential or personal information, including patents, trade secrets, processing methods, customer lists, financial information, credit card information, health information or any other type of nonpublic information; or (2) Damages arising out of the loss of, loss of use of, damage to, corruption of, inability to access, or inability to manipulate "electronic data". This exclusion applies even if such damages are claimed for notification costs, credit monitoring expenses, forensic expenses, public relations expenses or any other loss, cost or expense incurred by you or others arising out of that which is described in Paragraphs (1) or (2) above. However, unless Paragraph (1) above applies, this exclusion does not apply to damages because of "bodily injury". r. Employment -Related Practices "Bodily injury" or "personal and advertising injury" to: (1) A person arising out of any: (a) Refusal to employ that person; (b) Termination of that person's employment; or Form SL 00 00 10 18 Page 10 of 22 © 2018, The Hartford (May include copyrighted material of Insurance Services Office, Inc., with its permission) 63695196 1 21-22 GL-HNOA I Sherry Young 1 9/1/2021 7:30:54 AM (PDT) I Page 14 of 26 THE A HARTFORD (c) Employment-related practices, policies, acts or omissions, such as coercion, demotion, evaluation, reassignment, discipline, defamation, harassment, humiliation, discrimination, malicious prosecution or false arrest directed at that person; or (2) The spouse, child, parent, brother or sister of that person as a consequence of "bodily injury" or "personal and advertising injury" to that person at whom any of the employment-related practices described in Paragraphs (a), (b), or (c) above is directed. This exclusion applies: (1) Whether the injury -causing event described in Paragraphs (a), (b), or (c) above occurs before employment, during employment or after employment of that person; (2) Whether the insured may be liable as an employer or in any other capacity; and (3) To any obligation to share damages with or repay someone else who must pay damages because of the injury. s. Asbestos (1) "Bodily injury", "property damage" or "personal and advertising injury" arising out of the "asbestos hazard". (2) Any damages, judgments, settlements, loss, costs or expenses that: (a) May be awarded or incurred by reason of any claim or "suit" alleging actual or threatened injury or damage of any nature or kind to persons or property which would not have occurred in whole or in part but for the "asbestos hazard"; (b) Arise out of any request, demand, order or statutory or regulatory requirement that any insured or others test for, monitor, clean up, remove, encapsulate, contain, treat, detoxify or neutralize or in any way respond to or assess the effects of an "asbestos hazard'; or (c) Arise out of any claim or "suit" for damages because of testing for, monitoring, cleaning up, removing, encapsulating, containing, treating, detoxifying or neutralizing or in any way responding to or assessing the effects of an "asbestos hazard". t. Recording And Distribution Of Material Or Information In Violation Of Law "Bodily injury", "property damage", or "personal and advertising injury" arising directly or indirectly out of any action or omission that violates or is alleged to violate: (1) The Telephone Consumer Protection Act (TCPA), including any amendment of or addition to such law; (2) The CAN -SPAM Act of 2003, including any amendment of or addition to such law; (3) The Fair Credit Reporting Act (FCRA), and any amendment of or addition to such law, including the Fair and Accurate Credit Transaction Act (FACTA); or (4) Any federal, state or local statute, ordinance or regulation, other than the TCPA, CAN -SPAM Act of 2003 or FCRA and their amendments and additions, that addresses, prohibits or limits the printing, dissemination, disposal, collecting, recording, sending, transmitting, communicating or distribution of material or information. Damage To Premises Rented To You — Exception For Damage By Fire, Lightning Or Explosion Exclusions c. through h. and k. through o. do not apply to damage by fire, lightning or explosion to premises rented to you or temporarily occupied by you with permission of the owner. A separate limit of insurance applies to this coverage as described in Section D. Liability And Medical Expenses Limits Of Insurance. 2. Applicable To Medical Expenses Coverage We will not pay expenses for "bodily injury": a. Any Insured To any insured, except "volunteer workers". b. Hired Person To a person hired to do work for or on behalf of any insured or a tenant of any insured. Form SL 00 00 10 18 Page 11 of 22 © 2018, The Hartford (May include copyrighted material of Insurance Services Office, Inc., with its permission) 63695196 1 21-22 GL-HNOA I Sherry Young 1 9/1/2021 7:30:54 AM (PDT) I Page 15 of 26 c. Injury On Normally Occupied Premises To a person injured on that part of premises you own or rent that the person normally occupies. d. Workers' Compensation And Similar Laws To a person, whether or not an "employee" of any insured, if benefits for the "bodily injury" are payable or must be provided under a workers' compensation or disability benefits law or a similar law. e. Athletics Activities To a person injured while practicing, instructing or participating in any physical exercises or games, sports or athletic contests. f. Products -Completed Operations Hazard Included with the "products -completed operations hazard". g. Business Liability Exclusions Excluded under Business Liability Coverage. C. WHO IS AN INSURED 1. If you are designated in the Declarations as: a. An individual, you and your spouse are insureds, but only with respect to the conduct of a business, other than that described in b., through e. below, of which you are the sole owner. b. A partnership or joint venture, you are an insured. Your members, your partners, and their spouses are also insureds, but only with respect to the conduct of your business. c. A limited liability company, you are an insured. Your members are also insureds, but only with respect to the conduct of your business. Your managers are insureds, but only with respect to their duties as your managers. d. An organization other than a partnership, joint venture or limited liability company, you are an insured. Your "executive officers" and directors are insureds, but only with respect to their duties as your officers or directors. Your stockholders are also insureds, but only with respect to their liability as stockholders. e. A trust, you are an insured. Your trustees are also insureds, but only with respect to their duties as trustees. 2. Each of the following is also an insured: a. Employees And Volunteer Workers Your "volunteer workers" only while performing duties related to the conduct of your business, or your "employees", other than either your "executive officers" (if you are an organization other than a partnership, joint venture or limited liability company) or your managers (if you are a limited liability company), but only for acts within the scope of their employment by you or while performing duties related to the conduct of your business. However, none of these "employees" or "volunteer workers" are insureds for: (1) "Bodily injury" or "personal and advertising injury": (a) To you, to your partners or members (if you are a partnership or joint venture), to your members (if you are a limited liability company), or to a co -"employee" while in the course of his or her employment or performing duties related to the conduct of your business, or to your other "volunteer workers" while performing duties related to the conduct of your business; (b) To the spouse, child, parent, brother or sister of that co -"employee" or that "volunteer worker" as a consequence of Paragraph (1)(a) above; (c) For which there is any obligation to share damages with or repay someone else who must pay damages because of the injury described in Paragraphs (1)(a) or (b) above; or (d) Arising out of his or her providing or failing to provide professional health care services. If you are not in the business of providing professional health care services, Paragraph (d) does not apply to any nurse, emergency medical technician or paramedic employed by you to provide such services. (2) "Property damage" to property: Form SL 00 00 10 18 Page 12 of 22 © 2018, The Hartford (May include copyrighted material of Insurance Services Office, Inc., with its permission) 63695196 1 21-22 GL-HNOA I Sherry Young 1 9/1/2021 7:30:54 AM (PDT) I Page 16 of 26 THE HARTFORD (a) Owned, occupied or used by: (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 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" 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 or property 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: Form SL 00 00 10 18 Page 13 of 22 © 2018, The Hartford (May include copyrighted material of Insurance Services Office, Inc., with its permission) 63695196 1 21-22 GL-HNOA I Sherry Young 1 9/1/2021 7:30:54 AM (PDT) I Page 17 of 26 THE r' HARTFORD 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. 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 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 2.1b 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 required in a written contract, written agreement or permit; 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. If more than one limit of insurance under this Policy and any endorsements attached thereto applies to any claim or "suit", the most we will pay under this Policy and the endorsements is the single highest limit of liability of all Form SL 00 00 10 18 Page 14 of 22 © 2018, The Hartford (May include copyrighted material of Insurance Services Office, Inc., with its permission) 63695196 1 21-22 GL-HNOA I Sherry Young 1 9/1/2021 7:30:54 AM (PDT) I Page 18 of 26 THE HARTFORD coverages applicable to such claim or "suit". However, this paragraph does not apply to the Medical Expenses limit set forth in Paragraph 3. above. The Limits of Insurance of this Coverage Part apply separately to each consecutive annual period and to any remaining period of less than 12 months, starting with the beginning of the policy period shown in the Declarations, unless the policy period is extended after issuance for an additional period of less than 12 months. In that case, the additional period will be deemed part of the last preceding period for purposes of determining the Limits of Insurance. E. LIABILITY AND MEDICAL EXPENSES GENERAL CONDITIONS 1. Bankruptcy Bankruptcy or insolvency of the insured or of the insured's estate will not relieve us of our obligations under this Coverage Part. 2. Duties In The Event Of Occurrence, Offense, Claim Or Suit a. Notice Of Occurrence Or Offense You or any additional insured under this Coverage Part must see to it that we are notified as soon as practicable of an "occurrence" or an offense which may result in a claim. To the extent possible, notice should include: (1) How, when and where the "occurrence" or offense took place; (2) The names and addresses of any injured persons and witnesses; and (3) The nature and location of any injury or damage arising out of the "occurrence" or offense. b. Notice Of Claim If a claim is made or "suit" is brought against any insured, you or any additional insured under this Coverage Part must: (1) Immediately record the specifics of the claim or "suit" and the date received; and (2) Notify us as soon as practicable. You or any additional insured under this Coverage Part must see to it that we receive a written notice of the claim or "suit" as soon as practicable. c. Assistance And Cooperation Of The Insured You and any other involved insured must: (1) Immediately send us copies of any demands, notices, summonses or legal papers received in connection with the claim or "suit'; (2) Authorize us to obtain records and other information; (3) Cooperate with us in the investigation, settlement of the claim or defense against the "suit"; and (4) Assist us, upon our request, in the enforcement of any right against any person or organization that may be liable to the insured because of injury or damage to which this insurance may also apply. d. Obligations At The Insured's Own Cost No insured will, except at that insured's own cost, voluntarily make a payment, assume any obligation, or incur any expense, other than for first aid, without our consent. e. Additional Insured's Other Insurance If we cover a claim or "suit" under this Coverage Part that may also be covered by other insurance available to an additional insured under this Coverage Part, such additional insured must submit such claim or "suit" to the other insurer for defense and indemnity. However, this provision does not apply to the extent that you have agreed in a written contract, written agreement or permit that this insurance is primary and non-contributory with such additional insured's own insurance. f. Knowledge Of An Occurrence, Offense, Claim Or Suit Paragraphs a. and b. apply to you or to any additional insured under this Coverage Part only when such "occurrence", offense, claim or "suit" is known to: Form SL 00 00 10 18 Page 15 of 22 © 2018, The Hartford (May include copyrighted material of Insurance Services Office, Inc., with its permission) 63695196 1 21-22 GL-HNOA I Sherry Young 1 9/1/2021 7:30:54 AM (PDT) I Page 19 of 26 THE HARTFORD (1) You or any additional insured under this Coverage Part that is an individual; (2) Any partner, if you or an additional insured under this Coverage Part is a partnership; (3) Any manager, if you or an additional insured under this Coverage Part is a limited liability company; (4) Any "executive officer" or insurance manager, if you or an additional insured under this Coverage Part is a corporation; (5) Any trustee, if you or an additional insured under this Coverage Part is a trust; or (6) Any elected or appointed official, if you or an additional insured under this Coverage Part is a political subdivision or public entity. This Paragraph f. applies separately to you and any additional insured under this Coverage Part. 3. Legal action Against Us No person or organization has a right under this Coverage Part: a. To join us as a party or otherwise bring us into a "suit" asking for damages from an insured; or b. To sue us on this Coverage Part unless all of its terms have been fully complied with. A person or organization may sue us to recover on an agreed settlement or on a final judgment against an insured; but we will not be liable for damages that are not payable under the terms of this insurance or that are in excess of the applicable limit of insurance. An agreed settlement means a settlement and release of liability signed by us, the insured and the claimant or the claimant's legal representative. 4. Separation Of Insureds Except with respect to the Limits of Insurance, and any rights or duties specifically assigned in this Policy to the first Named Insured, this insurance applies: a. As if each Named Insured were the only Named Insured; and b. Separately to each insured against whom a claim is made or "suit' is brought. 5. Representations a. When You Accept This Policy By accepting this Policy, you agree: (1) The statements in the Declarations are accurate and complete; (2) Those statements are based upon representations you made to us; and (3) We have issued this Policy in reliance upon your representations. b. Unintentional Failure To Disclose Hazards If unintentionally you should fail to disclose all hazards relating to the conduct of your business at the inception date of this Coverage Part, we shall not deny any coverage under this Coverage Part because of such failure. 6. Other Insurance If other valid and collectible insurance is available for a loss we cover under this Coverage Part, our obligations are limited as follows: a. Primary Insurance This insurance is primary except when b. below applies. If other insurance is also primary, we will share with all that other insurance by the method described in c. below. b. Excess Insurance This insurance is excess over any of the other insurance, whether primary, excess, contingent or on any other basis: (1) Your Work That is Fire, Extended Coverage, Builder's Risk, Installation Risk, Owner Controlled Insurance Program or OCIP, Contractor Controlled Insurance Program or CCIP, Wrap Up Insurance or similar coverage for "your work"; Form SL 00 00 10 18 Page 16 of 22 © 2018, The Hartford (May include copyrighted material of Insurance Services Office, Inc., with its permission) 63695196 1 21-22, GL-HNOA I Sherry Young 1 9/1/2021 7:30:54 AM (PDT) I Page 20 of 26 THE A.1 HARTFORD (2) Premises Rented To You That is fire, lightning or explosion insurance for premises rented to you or temporarily occupied by you with permission of the owner; (3) Tenant Liability That is insurance purchased by you to cover your liability as a tenant for "property damage" to premises rented to you or temporarily occupied by you with permission of the owner, (4) Aircraft, Auto Or Watercraft If the loss arises out of the maintenance or use of aircraft, "autos" or watercraft to the extent not subject to Exclusion g. of Section B. Exclusions. (5) Property Damage To Borrowed Equipment Or Use Of Elevators If the loss arises out of "property damage" to borrowed equipment or the use of elevators to the extent not subject to Exclusion k. of Section B. Exclusions. (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. 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. Form SL 00 00 10 18 Page 17 of 22 © 2018, The Hartford (May include copyrighted material of Insurance Services Office, Inc., with its permission) 63695196 1 21-22 GL-HNOA I Sherry Young 1 9/1/2021 7:30:54 AM (PDT)' I Page 21 of 26 b THE 1�' HARTFORD 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. 7. 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. F. LIABILITY AND MEDICAL EXPENSES DEFINITIONS 1. "Advertisement" means a notice that is broadcast or published to the general public or specific market segments about your goods, products or services for the purpose of attracting customers or supporters. For the purpose of this definition: a. Notices that are published include material placed on the Internet or on similar electronic means of communication; and b. Regarding web sites, only that part of a web site that is about your goods, products or services for the purpose of attracting customers or supporters is considered an advertisement. 2. "Advertising idea" means any idea for an "advertisement". 3. "Asbestos hazard" means an exposure or threat of exposure to the actual or alleged properties of asbestos and includes the mere presence of asbestos in any form. 4. "Auto" means: a. A land motor vehicle, trailer or semi -trailer designed for travel on public roads, including any attached machinery or equipment; or b. Any other land vehicle that is subject to a compulsory or financial responsibility law or other motor vehicle insurance or motor vehicle registration law where it is licensed or principally garaged. However, "auto" does not include "mobile equipment". 5. "Bodily injury" means physical: a. Injury; b. Sickness; or c. Disease sustained by a person and, if arising out of the above, mental anguish or death at any time. 6. "Coverage territory" means: a. The United States of America (including its territories and possessions), Puerto Rico and Canada; b. International waters or airspace, but only if the injury or damage occurs in the course of travel or transportation between any places included in a. above; c. All other parts of the world if the injury or damage arises out of: (1) Goods or products made or sold by you in the territory described in a. above; (2) The activities of a person whose home is in the territory described in a. above, but is away for a short time on your business; or Form SL 00 00 10 18 Page 18 of 22 © 2018, The Hartford (May include copyrighted material of Insurance Services Office, Inc., with its permission) 63695196 1 21-22 GL-HNOA I Sherry Young 1 9/1/2021 7:30:54 AM (PDT) I Page 22 of 26 (3) "Personal and advertising injury" offenses that take place through the Internet or similar electronic means of communication. provided the insured's responsibility to pay damages is determined in the United States of America (including its territories and possessions), Puerto Rico or Canada, in a "suit" on the merits according to the substantive law in such territory, or in a settlement we agree to. 7. "Electronic data" means information, facts or computer programs stored as or on, created or used on, or transmitted to or from computer software (including systems and applications software), on hard or floppy disks, CD-ROMs, tapes, drives, cells, data processing devices or any other repositories of computer software which are used with electronically controlled equipment. The term computer programs, referred to in the foregoing description of "electronic data", means a set of related electronic instructions which direct the operations and functions of a computer or device connected to it, which enable the computer or device to receive, process, store, retrieve or send data. S. "Employee" includes a "leased worker". "Employee" does not include a "temporary worker". 9. "Executive officer" means a person holding any of the officer positions created by your charter, constitution, by- laws or any other similar governing document. 10. "Hostile fire" means one which becomes uncontrollable or breaks out from where it was intended to be. 11. "Impaired property" means tangible property, other than "your product" or "your work", that cannot be used or is less useful because: a. It incorporates "your product" or "your work" that is known or thought to be defective, deficient, inadequate or dangerous; or b. You have failed to fulfill the terms of a contract or agreement; if such property can be restored to use by: a. The repair, replacement, adjustment or removal of "your product" or "your work'; or b. Your fulfilling the terms of the contract or agreement. 12. "Insured contract" means: a. A contract for a lease of premises. However, that portion of the contract for a lease of premises that indemnifies any person or organization for damage by fire, lightning or explosion to premises while rented to you or temporarily occupied by you with permission of the owner is subject to the Damage To Premises Rented To You limit described in Section D. Liability And Medical Expenses Limits Of Insurance. b. A sidetrack agreement; c. Any easement or license agreement, including an easement or license agreement in connection with construction or demolition operations on or within 50 feet of a railroad; d. Any obligation, as required by ordinance, to indemnify a municipality, except in connection with work for a municipality; e. An elevator maintenance agreement; or f. That part of any other contract or agreement pertaining to your business (including an indemnification of a municipality in connection with work performed for a municipality) under which you assume the tort liability of another party to pay for "bodily injury" or "property damage" to a third person or organization. Tort liability means a liability that would be imposed by law in the absence of any contract or agreement. Paragraph f. includes that part of any contract or agreement that indemnifies a railroad for "bodily injury" or "property damage" arising out of construction or demolition operations within 50 feet of any railroad property and affecting any railroad bridge or trestle, tracks, road -beds, tunnel, underpass or crossing. However, Paragraph f. does not include that part of any contract or agreement: (1) That indemnifies an architect, engineer or surveyor for injury or damage arising out of: (a) Preparing, approving or failing to prepare or approve maps, shop drawings, opinions, reports, surveys, field orders, change orders, designs or drawings and specifications; or (b) Giving directions or instructions, or failing to give them, if that is the primary cause of the injury or damage; or Form SL 00 00 10 18 Page 19 of 22 © 2018, The Hartford (May include copyrighted material of Insurance Services Office, Inc., with its permission) 63695196 1 21-22 GL-HNOA 1 Sherry Young 1 9/1/2021 7:30:54 AM (PDT) I Page 23 of 26 THE '& HARTFORD (2) Under which the insured, if an architect, engineer or surveyor, assumes liability for an injury or damage arising out of the insured's rendering or failure to render professional services, including those listed in (1) above and supervisory, inspection, architectural or engineering activities. 13. "Leased worker" means a person leased to you by a labor leasing firm under an agreement between you and the labor leasing firm, to perform duties related to the conduct of your business. "Leased worker" does not include a "temporary worker". 14. "Loading or unloading" means the handling of property: a. After it is moved from the place where it is accepted for movement into or onto an aircraft, watercraft or "auto'; b. While it is in or on an aircraft, watercraft or "auto"; or c. While it is being moved from an aircraft, watercraft or "auto" to the place where it is finally delivered; but "loading or unloading" does not include the movement of property by means of a mechanical device, other than a hand truck, that is not attached to the aircraft, watercraft or "auto". 15. "Mobile equipment" means any of the following types of land vehicles, including any attached machinery or equipment: a. Bulldozers, farm machinery, forklifts and other vehicles designed for use principally off public roads; b. Vehicles maintained for use solely on or next to premises you own or rent; c. Vehicles that travel on crawler treads; d. Vehicles, whether self-propelled or not, on which are permanently mounted: (1) Power cranes, shovels, loaders, diggers or drills; or (2) Road construction or resurfacing equipment such as graders, scrapers or rollers; e. Vehicles not described in a., b., c., or d. above that are not self-propelled and are maintained primarily to provide mobility to permanently attached equipment of the following types: (1) Air compressors, pumps and generators, including spraying, welding, building cleaning, geophysical exploration, lighting and well servicing equipment; or (2) Cherry pickers and similar devices used to raise or lower workers; f. Vehicles not described in a., b., c., or d. above maintained primarily for purposes other than the transportation of persons or cargo. However, self-propelled vehicles with the following types of permanently attached equipment are not "mobile equipment" but will be considered "autos": (1) Equipment, of at least 1,000 pounds gross vehicle weight, designed primarily for: (a) Snow removal; (b) Road maintenance, but not construction or resurfacing; or (c) Street cleaning; (2) Cherry pickers and similar devices mounted on automobile or truck chassis and used to raise or lower workers; and (3) Air compressors, pumps and generators, including spraying, welding, building cleaning, geophysical exploration, lighting and well servicing equipment. However, "mobile equipment" does not include any land vehicle that is subject to a compulsory or financial responsibility law or other motor vehicle insurance or motor vehicle registration law where they are licensed or principally garaged. Land vehicles subject to a compulsory or financial responsibility law or other motor vehicle insurance law or motor vehicle registration law are considered "autos". 16. "Occurrence" means an accident, including continuous or repeated exposure to substantially the same general harmful conditions. 17. "Personal and advertising injury" means injury, including consequential "bodily injury", arising out of one or more of the following offenses: Form SL 00 00 10 18 Page 20 of 22 © 2018, The Hartford (May include copyrighted material of Insurance Services Office, Inc., with its permission) 63695196 1 21-22 GL-HNOA I Sherry Young 1 9/1/2021 7:30:54 AM (PDT) I Page 24 of 26 THE r " HARTFORD a. False arrest, detention or imprisonment; b. Malicious prosecution; c. The wrongful eviction from, wrongful entry into, or invasion of the right of private occupancy of a room, dwelling or premises that a person or organization occupies, committed by or on behalf of its owner, landlord or lessor; d. Oral, written, electronic, or any other manner of publication of material that slanders or libels a person or organization or disparages a person's or organization's goods, products or services; e. Oral, written, electronic, or any other manner of publication of material that violates a person's right of privacy; f. Copying, in your "advertisement", a person's or organization's "advertising idea" or style of "advertisement'; or g. Infringement of copyright, slogan, or title of any literary or artistic work, in your "advertisement". 18. "Pollutants" means any solid, liquid, gaseous or thermal irritant or contaminant, including smoke, vapor, soot, fumes, acids, alkalis, chemicals and waste. Waste includes materials to be recycled, reconditioned or reclaimed. 19. "Products -completed operations hazard"; a. Includes all "bodily injury" and "property damage" occurring away from premises you own or rent and arising out of "your product" or "your work" except: (1) Products that are still in your physical possession; or (2) Work that has not yet been completed or abandoned. However, "your work" will be deemed to be completed at the earliest of the following times: (a) When all of the work called for in your contract has been completed. (b) When all of the work to be done at the job site has been completed if your contract calls for work at more than one job site. (c) When that part of the work done at a job site has been put to its intended use by any person or organization other than another contractor or subcontractor working on the same project. Work that may need service, maintenance, correction, repair or replacement, but which is otherwise complete, will be treated as completed. The "bodily injury" or "property damage" must occur away from premises you own or rent, unless your business includes the selling, handling or distribution of "your product" for consumption on premises you own or rent. b. Does not include "bodily injury" or "property damage" arising out of: (1) The transportation of property, unless the injury or damage arises out of a condition in or on a vehicle not owned or operated by you, and that condition was created by the "loading or unloading" of that vehicle by any insured; or (2) The existence of tools, uninstalled equipment or abandoned or unused materials. 20. "Property damage" means: a. Physical injury to tangible property, including all resulting loss of use of that property. All such loss of use shall be deemed to occur at the time of the physical injury that caused it; or b. Loss of use of tangible property that is not physically injured. All such loss of use shall be deemed to occur at the time of "occurrence" that caused it. As used in this definition, "electronic data" is not tangible property. 21. "Suit" means a civil proceeding in which damages because of "bodily injury", "property damage" or "personal and advertising injury" to which this insurance applies are alleged. "Suit" includes: a. An arbitration proceeding in which such damages are claimed and to which the insured must submit or does submit with our consent; or b. Any other alternative dispute resolution proceeding in which such damages are claimed and to which the insured submits with our consent. Form SL 00 00 10 18 Page 21 of 22 © 2018, The Hartford (May include copyrighted material of Insurance Services Office, Inc., with its permission) 63695196 1 21-22 GL-HNOA I Sherry Young 1 9/1/2021 7:30:54 AM (PDT) I Page 25 of 26 22. "Temporary worker" means a person who is furnished to you to substitute for a permanent "employee" on leave or to meet seasonal or short-term workload conditions. 23. "Unmanned aircraft" means an aircraft that is not: a. Designed; b. Manufactured; or c. Modified after manufacture; to be controlled directly by a person from within or on the aircraft. 24. "Volunteer worker" means a person who: a. Is not your "employee"; b. Donates his or her work; c. Acts at the direction of and within the scope of duties determined by you; and d. Is not paid a fee, salary or other compensation by you or anyone else for their work performed for you. 25. "Your product": a. Means: (1) Any goods or products, other than real properly, manufactured, sold, handled, distributed or disposed of by: (a) You; (b) Others trading under your name; or (c) A person or organization whose business or assets you have acquired; and (2) Containers (other than vehicles), materials, parts or equipment furnished in connection with such goods or products. b. Includes: (1) Warranties or representations made at any time with respect to the fitness, quality, durability, performance or use of "your product"; and (2) The providing of or failure to provide warnings or instructions. c. Does not include vending machines or other property rented to or located for the use of others but not sold. 26. "Your work": a. Means: (1) Work or operations performed by you or on your behalf; and (2) Materials, parts or equipment furnished in connection with such work or operations. b. Includes: (1) Warranties or representations made at any time with respect to the fitness, quality, durability, performance or use of "your work'; and (2) The providing of or failure to provide warnings or instructions. Form SL 00 00 10 18 © 2018, The Hartford (May include copyrighted material of Insurance Services Office, Inc., with its permission) 63695196 1 21-22 GL-HNOA I Sherry Young 1 9/1/2021 7:30:54 AM (PDT) I Page 26 of 26 Page 22 of 22 PROFESSIONAL SERVICES AGREEMENT Between City of Seal Beach 211 8th Street Seal Beach, CA 90740 JHD Planning, LLC P.O. Box 474 Shaver Lake, California, 93664 (714) 803-2860 This Professional Service Agreement ("the. Agreement") is made as of November 10, 2020 (the "Effective Date"), by and between JHD Planning, LLC ("Consultant"), a California Limited Liability Company, and the City of Seal Beach ("City'), a California chartercity, (collectively, "the Parties"). 1l RECITALS A. City desires to utilize the services of Consultant as an independent contractor to provide Planning and Housing services related to mandated State Housing Law requirements towards the update of the Housing Element. 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 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 for a term until and including December 31, 2021 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 2of11 than $62;164. 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. 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 Consultants 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 or Consultant, without 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. John Douglas 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 3of11 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: JHD Planning, LLC P.O. Box 474 Shaver Lake, CA 93664 Attn: John Douglas 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. Consultant4shall be 'responsible for all reports and obligations respecting such additional personnel, including, but not limited to: social security taxes, other retirement; or pension benefits, income tax withholding, unemployment insurance, disability insurance, and workers' compensation insurance. Notwithstanding any other agency, State;, or federal policy, rule, regulation, statute or ordinance to the contrary, Consultant and ,its officers, employees, and agents providing any of the Services under this Agreement shall not become entitled to; and hereby waive any claims to, any wages, salaries, compensation, benefit or any incident of employment by City, including but not limited to, eligibility to enroll in, or reinstate to membership in, the California Public Employees Retirement System ("PERS") as an employee of City, and entitlement to any contribution to be paid by City for employer contributions or employee contributions • for PERS benefits. 8.2. Consultant and Consultant's personnel shall not supervise any of City's employees; and City's employees shall not supervise Consultant's personnel. Consultant's personnel shall not wear or display any City uniform, badge, identification number, or other information identifying such individual as an employee of City; and Consultant's. personhel shall not'use any City e-mail address or City telephone number in the performance of any of. the Services 4of11 under this;Agreement. Consultant shall acquire and maintain at its sole cost and expense such vehicles, equipment and supplies as Consultant's personnel require to perform any, of the Services required by this Agreement. Consultant shallperform all Services off of City premises at locations of Consultant's choice, except as otherwise may from time to time be necessary in order for Consultant's personnel to receive projects from City, review plans on file at City, pick up or deliver any work product related to Consultant's performance of any Services under this Agreement, participate in meetings pursuant to the Scope of Work, or as may be necessary to inspect or visit City locations and/or private property to perform such Services. City may make a computer available to Consultant from time to time for Consultant's personnel to obtain information about or to check on the status of,projects pertaining to the Services under -this Agreement. 9.0 Permits and Licenses Consultant and all of Consultanfs personnel shall possess the qualifications, permits, and licenses required by State and local law to perform such Services, including,, without limitation, a City of Seal Beach business license as required by the:Seal Beach Municipal Code. 10.0 Subcontractors No portion of this Agreement shall be subcontracted 11.0 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. 12.0 Inspection and Audit of Records Consultant shall maintain complete and, accurate records with respect to all Services and other matters covered under this Agreement, including but expressly not limited to, all Services performed, salaries, wages, invoices, time cards, cost control sheets, costs, expenses, receipts and other records with respect to this Agreement. Consultant shall maintain adequate records on the Services; provided in sufficient detail to permit an evaluation of all Services in connection therewith. All such records ,shall be clearly identified and readily accessible. At all times during regular business,.hours, Consultant shall provide City with free access to such records, and the right to examine and audit the same and to make copies and transcripts as City deems necessary, and shall allow inspection of all program data, information, documents, proceedings and activities.and all other matters related to the performance of the Services under this ,Agreement. Consultant shall retain all financial and program service records and all other records related to the Services and performance of;this Agreement for at least three (3) years after expiration, termination or final 5,of 11 payment under: this Agreement, whichever occurs later. City's rights under this Section 12.0 shall survive for three (3) years after expiration, termination or final payment under this Agreement, whichever occurs later. 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 andapproved 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. Minimum Scope and Limits of Insurance. Consultant shall procure and at all times,during the term of this Agreement carry, maintain, and keep in full force and effect, insurance as follows: A. Commercial General Liability Insurance with a minimum limit of $1;000,000.00 per occurrence for bodily injury, death, personal injury and property damage and a general aggregate limit of $2,000,000.00 per project or location. Coverage shalt be at least as broad as the latest version of the General Liability: Insurance Services Office .Commercial General Liability coverage (occurrence form CG 0001). "Because Consultant is•a limited liabilitycompany, the commercial general liability coverage shall be amended so that Consultant's managers and members are insureds. B. Automobile Liability Insurance for any non -owned or hired vehicle used in connection with the performance of this Agreement with a combined single limit of $300,000.00 per accident for bodily injury, death and property damage. C. Workers' Compensation Insurance as required by the State of California and Employer's LiabilityInsurance with a minimum, limit of $1;000,000.00 per accident for bodily injury or disease. If Consultant ,has no employees while ,performing Services under this Agreement; workers' compensation policy is not required, but Consultant shall execute a declaration that it has no employees 'in accordance with the requirements of the Risk Manager and City Attorney. D. Professional Liability/Errors and Omissions Insurance :with minimum limits of $1,000,000!00 per claim and in aggregate. If a "claims made" policy is provided; then the policy shall be endorsed to provide an extended reporting period of two years. 6of11 13.3. Acceptability,.of Insurers. The insurance policies required under this Section shall, be issued by an insurer admitted to write insurance in the State of California with a rating of A:VII or better in the latest edition of the A.M. Best Insurance Rating Guide. Self-insurance shall not comply with the insurance requirements under this Section. 13.4. Additional Insured. The commercial general liability policy, shall contain an endorsement naming City and its elected and appointed officials, officers,, employees, agents and volunteers as additional insureds. With respect to the, automobile liability, 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 non -owned or hired autos. 13.5. Primary and Non -Contributing. The insurance policies required under this Section shall apply on a primary non-contributing basis in relation to any other insurance or self-insurance available to City. Any insurance or self- insurance maintained by City, its elected and appointed officials, officers, employees, agents or volunteers, shall be in excess of Consultant's insurance and shall not contribute with it. .13.6. Consultant's Waiver of Subrogation. The insurance policies required :under this Section shall not prohibit Consultant and Consultant's employees and agents from waiving the right of subrogation prior to a' loss. Consultant hereby waives all rights of subrogation against City. 13.7. Deductibles and Self -Insured Retentions. Any deductibles or self- insured retentions must be declared to and approved by City. At City's option, Consultant shall either reduce or eliminate the deductibles or self-insured retentions with respect_ to City, or Consultant shall procure a bond guaranteeing payment of losses and expenses. 13.8. 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. 13.9. Cancellations or Modifications to Coverage. Consultant shall not cancel, reduce or otherwise modify the insurance policies required by this Section during the term of this Agreement. The commercial general liability policy required. under this Agreement shall be endorsed to state that should the issuing insurer cancel the policy before the. expiration date, the issuing insurer Will endeavor to mail 30 days' prior written notice to City. If any insurance policy required under this Section is canceled or reduced in coverage or limits, Consultant shall, within two Business Days of notice from the insurer, phone, fax 7of11 or notify City via certified mail, return receipt requested, of the cancellation of or changes to the policy. 13.10. City Remedy for Noncompliance. If Consultant does not maintain the policies of insurance required under this Section in full force and effect during the term of this Agreement, or in the event any of Consultant's policies, do not comply with the requirements under this Section, City may terminate this Agreement. 13.11. Evidence of Insurance. Prior to the performance of Services under this Agreement, Consultant shall furnish City's Risk Manager with a certificate; or certificates of insurance and all original endorsements evidencing and effecting the coverages required under this, Section. The endorsements are subject to City's approval. Consultant may provide complete, certified copies of all required insurance policies to City. Consultant shall maintain current endorsements on file with City's Risk Manager. Consultant shall provide proof to City's Risk Manager that insurance, policies expiring during the term of this Agreement have been renewed or replaced with other policies providing at least the, same coverage. Consultant shall furnish such proof at least two weeks prior to the expiration of the coverages. 13.12. Indemnity Requirements not Limiting. Procurement of insurance -by Consultant shall not be -construed asa limitation of Consultant's liability or as.full performance of Consultant's duty to indemnify and hold harmless City-exceptas limited under Section 14.0 of this Agreement. 14.0 Indemnification; Hold Harmless, and Duty to Defend 14.1. Consultant's Duty of Indemnification. A. Consultant agrees to indemnify and hold harmless City and its officials, officers, employees, and representatives ,(collectively "Indemnitees" in this Section 14.0)' from losses, .including reasonable attorneys' fees and costs' (collectively "Damages'), to the extent caused by any negligent or wrongful acts, errors or omissions of Consultant in the performance of this Agreement. Consultant has no duty to "defend Indemnitees in connection with this indemnification. However, to the extent that Indemnitees' Damages are caused by Consultant's negligence or willful misconduct, Consultant shall reimburse Indemnitees for such Damages, including reasonable defense costs, proportionate to Consultant's comparative fault as determined by final court decision or arbitration or by the mutual agreement of.the Parties. Consultant''s liability shall be limited to the amount of Consultant's available insurance coverage. 14.2.. City's. Duty of Indemnification. In the event of a third party, legal challenge to any City decision or action related. to Consultant's scope of work, including but not limited to approval of any plan, policy, regulation, CEQA 8of11 document,, development project, technical study, or administrative, decision, the City shall indemnify, defend and hold Consultant harmless from all claims related to such challenge. City's duty of indemnification under this Section 14.2 excludes any legal challenge to the extent caused by the negligence or willful misconduct of Consultant or any of Consultant's officers, directors, owners, managers, employees, agents, servants, contractors, or their officers, directors, owners, managers, agents, servants or employees (or any entity or individual that Consultant shall bear the legal liability thereof) in the performance of the Services under this Agreement. 14.3. Each party's covenants under this Section 14.0 shall survive the expiration or termination of this Agreement. 16.0 Equal Opportunity Consultant ,affirmatively represents that it is an equal opportunity employer. Consultant. shall not discriminate against any employee, or applicant for employment becauseof`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. 16.0 Workers' Compensation Labor Code 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. 17.0 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. 18:0 Severability The invalidity in whole or in part of any provisions of this Agreement shall not void or affect4he yalidity of the other provisions of this Agreement. 19:0 Governing Law This Agreement shall be governed by and construed in accordance with the laws of the State of California. 9 of 11 20.0 No Third Party Rights No third party shall be deemed to have any rights hereunder against either party as a result of this Agreement. 21.0 Waiver No waiver of any default shall constitute a waiver of any other default or breach, whether of the same or other covenant orcondition. 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. 22.0 Prohibited Interests; Conflict of Interest 22.1. 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, Govenment. Code §§1090 and 87100) in any decision made 6y City on any matter in connection with which Consultant has been retained. 22.2. Consultant,further warrants and maintains that it has notemployed or retained any person or entity, other than a bona `fide employee working exclusively for Consuitant, 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 deduct from any sums payable to Consultanthereunder the full amount or value of any such fee, commission, percentage or gift. 22.3. 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 rcomes: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. 10 of 11 23.0 Attorneys' Fees If either party commences an action against the other party, either legal, administrative or otherwise, arising out of or in connection with this Agreement, each party shall bear its own attorneys' fees and other costs incurred in connection therewith. 24.0 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. 25.0 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: Byi Jm, City Manager Jh Doi Attest: 0 Clerk Approved as o By: Craig A., Steele, City Attorney 11 of 11 Exhibit A City of Seal Beach 2021 Housing Element Scope of Work State taw requires.each city in the SCAG region to prepare an updated Housing Element for the 61h planning cycle (2021-2029). The due date for adoption of the 61h Housing Element update is October 15, 2021. This scope,of work includes all of the tasks required to complete the 6th Housing Element update. If additional work is necessary, such as zoning amendments to accommodate the RHNA allocation or conform housing regulotions,to current State law, such work can be provided on a time -and -materials basis. Task I State law requires each city in the SCAG region to prepare an 2021-2029 updated Housing Element for the 6'h planning cycle (2021-2029). We will work with City staff to prepare a draft Housing Element that Housing Element meets City objectives and satisfies the requirements of State law. The budget assumes that City staff will provide the land use data required to compile an inventory of potential housing sites. which may include new field surveys and investigations. The budget assumes that if new field research is necessary, City staff will assist with that work. Based upon SCAG's preliminary RHNA estimate of 1,240 units, it is likely that General Plan land use and/or zoning amendments will be necessary in order to obtain HCD certification of the Housing Element. This scope of work and budget does not include the drafting and processing of such land use or zoning amendments. If necessary, a supplemental scope of work and budget will be prepared to assist the City in processing any required General Plan and/or zoning amendments and related CEQA documentation. In addition, Zoning Code amendments may be necessary to address new State housing laws (e.g., ADUs). If desired, we can provide assistance in preparing such amendments as an optional task. Products • Administrative Draft Housing Element for staff review • Public Review. Draft Housing Element for review by HCD, the community, the Planning Commission and City Council • Proposed Final Housing; Element reflecting any revisions that may be appropriate in response to comments from the public, City officials and HCD for City Council consideration and adoption, JHD PLANNING, LLC -1- October 29, 2020 of Seal Beach 2021 Housing Element Work Final adopted Housing Element • Coordination with HCD; including preparation of correspondence and responses;to HCD comments • Preparation of staff reports and presentations at public meetings and hearings (4 total meetingsassumed). Additional meeting participation, if: requested by the City, will be provided on a time -and -materials basis. Task 2 We will conduct an environmental review for the Housing Element in CEQA compliance with. CEQA. The budget assumes that an Initial Documentation Study/Negative Declaration (IS/ND) will be. appropriate. The IS/ND will be programmatic in nature, and if the Housing Element identifies a need for land use and zoning amendments to provide adequate sites, potential impacts related to those amendments and future housing developments will be addressed in subsequent site-specific CEQA reviews. No technical studies are >anticipated ,as part of the IS/ND. If it is determined that land use changes are necessary to demonstrate adequate sites to accommodate the RHNA, we will work with staff to determine an appropriate course of action for land use amendments and CEQA documentation; and assistance with those, land use amendments, as well as any required housing - related Code amendments, can be provided as optional tasks. Based on the nature of required land use amendments; it is possible that more extensive analysis such as technical studies or an EIR may be necessary. It is not possible to quantify a budget for CEQA analysis of land use changes until the nature and location of those changes are identified. After the close of the public comment period we will prepare draft responses to any comments received as well as revisions to the IS/ND (if necessary) and appropriate CEQA findings for review by the City. We will also prepare a draft Notice of Intent to Adopt a Negative Declaration (NOI) and Notice of Determination (NOD). The budget assumes that the City will be responsible for distribution and posting of draft CEQA documents and payment of off filing fees. As with the Housing Element documents, the,budget assumes that one hard copy plus digital files (Word and PDF) will be provided for each work product. Work Products • Administrative draft IS/ND for city review Public review draft IS/ND incorporating staff comments Final IS/ND including responses to comments JHD PLANNING, LLC -2- City of Seal Beach'2021 Housing, Element Scope of Work We will commence work immediately upon authorization to proceed and will work closely with City staff to complete the project in a timely manner., It should be noted that active participation by City staffwill be required in order to complete tasks within the desired timeframes. The following milestone schedule -is proposed and will be refined as necessary in n, consultatiowith City staff to ensure successful completion of the project. November 2020 Authorization to proceed Nov 2020 - March.2021 Prepare administrative draft Housing Element January 2021 Public meeting #I March.2021 Prepare public'review draft Housing Element April 2021 Submit"DraftHousin Element to HCD (60 -day review April -.June 2021 HCD review July 2021 Public'meeting #2 August 2021 Planning Commission hearing & recommendation September 2021 City Council hearing & adoption; Submittal to HCD Our proposed budget for this project is shown below. Additional tasks can be provided on a time-ond-materials basis. Out-of-pocket expenses are billed at actual cost with no markup. No mileage or,..trovel expenses will be.,charged, and travel time to/from meetings is included in the budget for each meeting. JHD Planning LLC also commits to donating 10% of our consulting fees to charities selected by the City that serve the local community. WP = Word processing'& graphics 'Continoencv funds will not be used without orior City, authorization Estimated Reimbursable Expenses Travel/mileage No.charge Postage/deliveries $100 Total' $100 can JHD PLANNING, LLC -3- October 29, 2020 1 2013-2021 Housing Elemenk preparation 254 18 272 $39,270 -Public 'meetings 4 64 64 $9,600 2 CEQA documentation IS/ND 50 50 $7,500 Total Labor 368 18 386 $56,370 Hourly Rate $150 $65 Reimbursable :Expenses See table below $100 WP = Word processing'& graphics 'Continoencv funds will not be used without orior City, authorization Estimated Reimbursable Expenses Travel/mileage No.charge Postage/deliveries $100 Total' $100 can JHD PLANNING, LLC -3- October 29, 2020 JHD Planning, LLC Planning Consultants HOUSING ELEMENT QUALIFICATIONS JHD Planning, LLC is an urban and environmental planning consulting firm; specializing. in land use planning, housing policy, environmental analysis and CEQA documentation, public agency project :management, 'public participation and conflict resolution. John Douglas, AICP has more,than four decades of experience in the planning field, including 15 years in public planning agency management, His previous consulting experience' includes Director of Planning for Civic Solutions, Inc. and. Senior Consultant with The Planning Center (PlaceWorks).'He has extensive experience working with state and regional agencies, elected officials, organizations and the; public on lana use„ housing and environmental issues John is also an experienced"meeting facilitator and has worked with numerous committees and groups'to develop consensus on 'complex and controversial issues involving land use, environmental planning, and affordable housing, Mr. Douglas is one:of the most experienced consultants in California in the preparation of housing,elements. He has`prepareclapproximately 100 certified housing element updates in -all ;of the planning cycles since 1960 in a wide variety of jurisdictions ranging from,ruralIcounties to highly urbanizedcoastal cities. Mr. Douglas has[also. taught a graduate courseiomhousing elements at the Universityof California, Irvine and has been a`speakerat conferencesof the. League.of California Cities, the City Attorneys Association of Los Angeles.County,and the American Planning Association. Jurisdictions he hai assisted with housing .elements` and related projects 'include the following: City of Aliso Viejo City. of Moorpark City of Avenal City of Oceanside City of Banning City of Ojai. City of Big Bear Lake- City of Oroville City of Camarillo City of Pacific Grove City of Carmel -by -the -Sea City of PaloSrVefdesEstates City of Carpinteria City of Paramount City of Cathedral City. City of. Placentia City of Colton City of. Pleasant Hill City of Corcoran City of Port.Hueneme City of Covina City of. Rancho Santa Margarita City of Culver.City - City of Rolling kills. Estates. City of Diamond, Bar City of San Clemente, City of Fullerton City of San Gabriel City of Goleta City, of San Jacinto City of Grand Terrace City of Santa Barbara City of Hanford City of Santa Paula City ofHermosaBeach City of Seal Beach City of Hidden Hills City of Thousand Oaks City of Industry City, of Tustin City of Irvine City of Upland City of Laguna Beach City of Ventura City of Laguna Niguel City of Villa Park City of; Lake Forest City of Yucaipa City of Lake Elsinore County of El Dorado City of La Palma County of Kings City of La Puente County of Nevada City of Lemoore County of Orange City of Malibu County of Riverside City of Manhattan Beach County of San Bernardino City of Mission Viejo County of Santa Barbara JHD Planning LLC donates ,1056 of its consulting fees to charities serving the jurisdictions where we. work PO Box 474,Shaver Lake, CA 93664 Tel: 714803-2860 Email: John®JHDPlanning.net AC40RIY CERTIFICATEOF. LIABILITY. INSURANCE 11.I- I DAM E(mmmDIYYYY) 11/13/2020 THISOCERTIFICATE:IIS ISSUED,AS A MATTER OF. INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AFFIRMATIVELYOR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES W: BELOTHIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER,`AND THE CERTIFICATE' HOLDER. I 'IMPORTANT: If the certificate holder;is an ADDITIONAL INSURED, the_policy(les) must have ADDITIONAL INSURED provisions or be endorsed. If 'SUBROGATION IS WAIVED, sublecttti the terms;and condltioris,of.the. policy, certain policies may require an endorsement. A statement on this certificate does not confer rights to the. certificate holder in1leu of such endorsement(s). PRODUCER RiskSfrateges Company 2040 Main Street; Suite 450 Irvine, CA 92614 CONTACT NAME: Risk Strategies Company PHONE FAX No Eath 948-242-9240 Ac Na: E-MAIL ADDRESS:. syoungeD risk-stralegles.COm INSURERS) AFFORDING COVERAGE NAICN �/ INSURERA: Massachusetts Bay Insurance Company 22306 www.risk-strategies.com CA.DOI License No. OF06675 INSURED JHD Planning, LLC J. H. DODgglas, &,'Associates INSURER B: CLAIMS -MADE �, OCCUR INSURER L: Michael Christian P.O. Boz 474 INSURER D: INSURER E: Shaver Lake CA 93664 INSURER F COVERAGES CERTIFICATE.NUMBER:.58586477 REVISION NUMBER: THIS IS TO CERTIFY' THAT THE POLICIES OF: INSURANCELISTEDj BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANYREQUIREMENT, 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 AODL I INS. SUBR mn POLICY NUMBER POLICY EFF. MMIDO POLICY EXP MMIDDIYYYY LIMITS A �/ COMMERCIAL GENERAL LIABILITY �/ �/ OD31D353851 9/1/2020 9/1/2021 EACH OCCURRENCE. ($$1000000 CLAIMS -MADE �, OCCUR Michael Christian PREMDAMAGE ISES Ea occurrerI $$1000000 MED EXP (Any one person) (8$10,000 PERSONAL B ADV INJURY $$1,000,000 GEN'L AGGREGATE LIMIT APPLIES PER GENERALAGISREGATE $$2.000,000 PRODUCTS-COMPIOP AGG $$2,000000 POLICY 0 JEGT LOG OTHER: $ AUTOMOBILE LIABILITY ✓ OD3D353851 9/1/2020 9/1/2021 Ed BINED[SINGLE LIMIT ($$1,000,000 mid BODILY INJURY (Per person) S ANY AUTO -OWNEDSCHEDULED BODILY INJURY (Per acadent)IS A' -HIUTOS R OS ONLY NON OWNED 11 AUTOS ONLY P AUTOS ONLY PROPERTYDAMAGE S Per acoidenl I$ ,UMBRELLA LIAB OCCUR EACH OCCURRENCE Is AGGREGATE Is EXCESS LIAB .CLAIMS -MADE DED RETENTION $ s WORKERS COMPENSATION AND EMPLOYER ANYPROPRIETORIPARTNERIEXECUTIVE YIN OFFICEWMEMBEREXCLUDED? (Mandatory In NH) NIA PER STATUTE ERH j E.L. EACHACCIDENT. J$ E.L. DISEASE - EA EMPLOYEE( S E.L. DISEASE - POLICY LIMIT S If yes, desenbe under. DESCRIPTION OF OPERATIONS below 'DESCRIPTION OF OPERATIONS I LOCATIONS I VEHICLES (ACORD 101, Addi tionat Remarks schedule, may be nllached if more space is required) Projects11 City. of additional General as onfile with the insured Including but not Limited to Housing. Element Update: Seal Beach andits elected and appointed officials; officersjemployees, agentsandvolunteers are named as insureds on the general liability policy, Including the non, -owned and lhired -auto liability. Liability policy is primary and non-contributory and a waiver -of subrogation'in favor of the additional insureds applies. CERTIFICATE Nnl new CANCFI' I'ATION It _ SHOULD ANY OF THE ABOVE DESCRIBEO POLICIES BE CANCELLED BEFORE City Seal Beach THE EXPIRATION, DATE THEREOF, NOTICE WILL BE DELIVERED IN Attn: Steven Fowler, Planning Dept. ACCORDANCE WITH THE POLICY PROVISIONS. '211 8th St. Seal Beach CA 90740 AUTHORIZED REPRESENTATIVE Michael Christian ©1988-2015 ACORD CORPORA I JUN. AN rights reserved. ACORD 25 (2016/03) The ACORD name and logo are registered marks of ACORD 58586977 20-21 GL-NNOA I Sherry Young 111/13/2020 11:39:12 AM (PST) I Page 1 of 5 i Architects and Engineers The following policy language is from Businessowners General Liability Coverage Part NAMED .INSU_ RED:'JHDPlanning;LLC POLICY NUMBER:omD353W UsH.Douglas &Associates The following are mandatory forms on the policy identified on.the Certificate of Insurance: 391-1586(08=16) BUSINESSOWNERS GENERAL LIABILITY SUPPLEMENTARY ENDORSEMENT Additional Insured 'byContract,-Agreement or Permit A. Section 111 — Liability, C— Who is an' insured is amendeflo include as an addltional'insured any person or organization with whom youagreed In a,wrrtten contract, written' agreement or permit but only respecPto liability for'Ibodily injury', "property damage" or "personal and adyedising injury''caused, in whole or in part, by your acts or onr ionsi•or the acts or omissions of those acting on your behalf, but only with respect to: (i) "Your work" for,the)additional insured(s) designated, in the contract, agreement or permit including 'bodily injury" or "property damage" included in the "products - completed operations hazard" only if.' ' C_ oyerage,Part;provides such,goverage, (it) Premises'ryou own, rent, lease, or occupy; or (iii) Your maintenance, operation or use of equipment leased to you. "Definition: "Your work" a Means: (1) Work or operations performed by you'or on behalf; and (2) materials, "parts; or equipment. furnished in connection wlth.such'work or,operatlons; b: Includes '(1) warranties or representations made;at,any time with respect to the fitness: uali ty,durabilit y, performance or use of "your work"; and (2) the providing'otorfailure to provide;wamings or instructions. This provision does,notapply: (1) Unless the written contract or written agreement has been executed or permit has been -issued prior to the "bodily Injury'; "property damage'`, "personal injury" or "advertising injury". (2) To any personor organization Included as an Insured by an endorsement Issued by us and made part`of this Coverage Part. (3) To any: lessor of equipment (a) After the equipment lease expires ,or (b) If the "bodily Injury, "property damage", "personalinjury" or "advertising Injury' arises ,out of sole negligence of, the lessor.. (4) To any. (a) Owners;or'other Interests from whom land has-been leased which takes'placeiafter the lease for the land expires;-or(b) ;Managers or lessors of premises if: (i) The occurrence takes place after you cease,toibe a tenar inthat premises; or (ii) The "bodily injury", "property damage", "personal injury" or "advertising injury' anses:out,oftstructural alterations, new construction or demolition operations performed by or on behalf-of,the manager or lessor.. (5) To'bodily injury", "propertydamage" or "personal and advertising"injury"'arising'out of the rendering of or"failure 'to' render.any professional services. This�exclusion'applies even 'if the claims against any insured allege negligence,orother wrongdoing in:the supervision, hiring; employment, training.or monitoring oi,,others by that insured, if the "occurrence" which caused the "bodily; injurye.=or "property damage' or -the offense which caused the "personal and :advertising injury"'involved the rendering of or failure to render any. professional services byorfor you. s Other Insurance'Primary & Non -Contributory The following, paragrap In is added to SECTION III — COMMON POLICY CONDITIONS,;H — Other insurance: Additional Insured — Primary and Non -Contributory. Ifyou agree in a written. contract; written agreementorpermif4hatahe insurance providedito any person or organization included as an Additional Insured,underSECTION If— Liability, C. Who is an Insuredls primary and' non-contributory; :the following ,applies: If other valid and collectible insurance is available to the Additional' Insured for ai,loss covered under SECTION II — LIABILITY of this Coverage Part, our=obligations; are hrr1ed:as follows: (1) Primary Insurance, This'insurance;is primary to other insurance that is'available''-to the Addihonalansured which covers the Additional Insured as a Named Insured. We will not seek contribution from any other insurance available -:to the Additional Insured except: (a) For)the sole.negligence of She Additional Insured, (b) When the Additional Insured is an Additional Insured under: another primary liability policy, or (c) When b:. below applies. If this insurance Is primary,.our obligation's are'not affected unless any of the other insurance.is also primary. (2) Excess Insurance: (a) Thls Insurance is excess:overa_ny: of the other Insurance, whether primary, excess, contingent oron any other basis:. (i) That is Fire, Extended Coverage, Builders Risk„Installation Risk or similar coverage' for "your work ; (i i) That is Fire insurance for premises rented to the Additional Insured or temporarily occupiedby'the Additional Insured with permission of the owner; No coverage is provided by this Notice, nor can it be construed to replace any provisions of the policy (including its endorsements). If there is any..conflict between this Notice and the policy (including the endorsements), theprovisions of the policy (including its endorsements), shall prevail. se5964'r7 1 20 21.cL-HNOA I sherry Yd ng 1 11/13/2030 11 37z12 AN. (PST) I Page 2.o: 5 f\L.VALJ CERTIFICATE OF LIABILITY INSURANCE j DATE(MM/DD/YYYY) 11/13/2020 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 OFINSURANCE DOES .NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED .. REPRESENTATIVE OR PRODUCER. AND THE CERTIFICATE HOLDER. I IMPORTANT: If they certificatediolder: is an ADDITIONAL INSURED,Ithe 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 Iieu of'such endorsement(sl. PRODUCER cwn.c, Karen Bronson CorRisk Solutions 180 N Stetson Ave Suite 4500 Chicago, IL 60601 wcra. em 312-637-8755 kbronson@corrisksolut.ons.com INSURER(S) AFFORDING COVERAGE NAICN INSURER A: New Hampshire Insurance Company 23841 INSURED INSURER B: JHD Planning, LLC I PO Box 979 INSURER L: INSURER O: Shaver Lake, CA 93665 INSURER E: INSURER F: DAMAGE TO RENTED COVERAGES CERTIFICATE NUMBER: 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 CONTRACTOR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAYBE 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.13EEN REDUCED BY PAID CLAIMS. 111514TYPE LTR OF INSURANCE AUU'L INSRO sueH me POLICYNUMBER raucv EEE IMMODMYYI POLICY EXP (MMDD/YYYY) LIMITS GENERAL LIABILITY EACH OCCURANCE DAMAGE TO RENTED COMMERCIAL GENERAL LIABILITY PREMISES Ma occurance) CLAIMS MADE OCCUR MED EXP (Any one person) DOES NOT APPLY PERSONAL 8 AND INJURY GENERAL AGGREGATE PRODUCTS - COMP/OP AGG GEN'L AGGREGATE LIMIT APPLIES PER POLICY PROJECT LOC AUTOMOBILE LIABILITY comBlNm sINCLE UMd lea mieenn BODILY INJURY (Per persar) ANY AUTO BODILY INJURY (Per arWenp ALL OWNED SCHEDULED AUTOS AUTOS NON OWNED HIREDAUTOS AI Tnl DOES NOT APPLY R r umm�ue (ver aent coami UMBRELLA LIAB OCCUR EACH OCCURANCE AGGREGATE EXCESS UAB CUIMS MADE DOES NOT APPLY DED I IRETENTION 4 WORTU KERS COMPENSATION. (OTHER AND EMPLOYERS'LIABILITY ORYL IMITTS TORY L E . EACH ACCIDENT ANY PROPRIETOR/PARTNER/EXECUTIVE OFFICEIMEMBER EXCLUDED? Y/N (Mandatory in NH) ❑ WA DOES NOT APPLY E.L. UULJAE - to EMPLOYEE'. E.L. DISEASE POLICY LIMIT ( ye5 tlescnbe under. DE5CRIPI ION OF OPERATIONS be. A Professional Liability `I 069989916- 05 09/01/20 09/01/21 Per Omurrence. $1,000,000 Annual Aggregate- $1,000,000 DESCRIPTION OF OPERATIONS I LOCATIONS I VEHICLES (Attach ACCORD 101, Additional Remarks Schedule, if more space is required) Planning and housing services CERTIFICATE HOLDER CANCELLATION ACORD 25 (2010105) ©1988.2010 ACORD CORPORATION. Alldghts reserved. The ACORD name and, logo are registered marks of ACORD SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE City Of Seal Beach THEREOF, NOTICE WLL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. Attn: Steven Fowler, Planning Department AUTHORIZED REPRESENTATIVE 211 8th Street Seal Beach, CA 90740 65:_ ACORD 25 (2010105) ©1988.2010 ACORD CORPORATION. Alldghts reserved. The ACORD name and, logo are registered marks of ACORD (iii) Thatis insurance purchased by the Additional Insured to cover the Additional Insured's liability as a tenant for property damage" to premises rented to the Additional Insured or temporarily occupied by the Additional with permission ofthe owner; or (iv) If the loss arises out the maintenance or use of aircraft, "autos" or watercraft to the extent not subject to Exclusion g.,of+SECTION II - LIABILITY..B. Exclusions, 1. Applicable to Business Liability Coverage. (v) That is.insurance available to you for your participation in any past or present "unnamed joint venture". (vi) That is any insurance you may have that provides coverage for your professional services! (b) When this insurance is excess, we will have no duty to,defend the insured against any "suit" if any other insurer has a duty to defend`the insured against that "suit". If no:other insurer defends, we will undertake to do'so, but we will be entitled to the insured's rights against all those other insurers. (c) When,this insurance is excess over other Insurance, we:will pay only our share of the amount of the loss, if any, that exceeds thesunil (i) Thetotal.amountthat all such other' insurance' would pay for the loss in the absence of this insurance; and (ii) 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. (3) Method Of Sharing If all of the otherinsu rance,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. Per Project Aggregate The following changes are made to SECTION II - LIABILITY: 1. The following is added to SECTION 11 —LIABILITY, D: Liability and Medical Expenses Limits of Insurance, paragraph 4: The Aggregate Limits of Insurance apply, separately' to each' of "your projects" or each "location" listed In the Declarations. 2. For the purpose of coverage provided by this endorsement only, the following is added to SECTION II - LIABILITY, F. Liability and'Medical'Expenses Definitions: 1. "Your project'.' means: a. Any premises, site or "location" at, on,.,or in which "your work" is not yet completed; and b. Does not include any "location"listed in the Declarations. 2. "Location" means premises involving the same' or connecting lots, or premises whose connection is interrupted only by a street, roadway, waterway or right-of-way of a railroad. Separation Of Insureds Except with respect to the Limits of Insurance, and any rights or duties.specifically assigned in this Coverage Part to the first Named Insured, this insurance applies: a. As if each Named Insured were the only Named Insured; and, b. Separately to each insured against whom claim is made or "suit" is brought. WaiyerOf Subrogation The TRANSFER OF RIGHTS OF RECOVERY. AGAINST OTHERS TO US Condition (Section IV — COMMERCIAL GENERAL LIABILITY CONDITIONS) is amended by the addition of the following: We waive.any right; of, recovery we may have against the person or organization where required by written contract because of payments`we make'foriinjury or damage arising out of your ongoing operations or "your work" done under a contract with that person or: organization and included in the "products -completed operations hazard". This waiver applies only to the person or organization where required by written contract. Notice Of Cancellation For any statutorily permitted reason other than^non-payment of premium, the number of days required for notice of cancellation, as provided in paragraph.2.<,of either the CANCELLATION "Common Policy Condition or as amended by an applicable state cancellation endorsement, is increased to 90 Days. i Z :AUTHORIZED REPRESENTATIVE `From Hanover Forms;,; 391-1003 (08/16)] 391-1445 (08116);391-1586(08116),391-1003(0&116) No coverage is providedby, this Notice, nor can it be construed to replace any provisions of the policy (including its endorsements). If there is any conflict between this Notice and the policy (including the endorsements),.the provisions ,of the policy (including its endorsements) shall prevail. 5858691'? 1 20-21 GL-HNOA I She[iy YOung 111/13/2020 11:37:12 W. (PST) I Page 3 Of 5 POLICY' NUMBER:-OD3D353851 "I Anq er Insurance: —our.. BUSINESSOWNERS BPi06'86 05'17 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY, CALIFORNIA- HIREDAUTOANDNON-OWNED AUTO LIABILITY This endorsement modifies insurance, provided under the following: BUSINESSOWNERS COVERAGE FORM SCHEDULE Coverage AdditionalPremium A. Hired, Auto. Liability - — $. INCLUDED B. Nonowned'Auto Liability $' INCLUDED Information'required 'to corn lete''this Schedule, if^not shown above, will be shown in the.Declarations: A. Insurance is, provided only for those coverages :for which a- specific, pre mium.charge; is shown in the Declarations or in the Schedule. 1. 'Hired Auto Liability The insurance provided under Paragraph A.I. Business Liability in Section II' - Liability applies to "bodily injury" or "property damage" arising out 'of the maintenance or use. of .a "hired auto" by, you or your "employees" in the course�of your business. 2. Non -owned Auto Liability The insurance provided under Paragraph AA. Business Liability, in'Section 11 - Liability applies to "bodily injury" or "property damage" arising outof the use of any "non -owned auto" in your business by any person. B. For insurance providedby this endorsement only: 1. They exclusions under :Paragraph :B.1. A_pplicable To,$usiness Liability Co yerage.m Section II - Liability, other than E%CIusion3'�a., b.,, d., f. and".i.. and the'.Nucl'ear -Energy' Liability Exclusion, are deleted and replaced by the following:' a. "Bodily "injury" lo;, (1) An "employee" of the insured arising out of,and in'the course. of: (a) Employmentbyahe insured,:or (b) Performing duties. related to the conduct of the'ihsured's lbsime'ss; or (2) The spouse, child„ parent,. brother or sister of that "employee :as a. consequence of-ParagrapFi (1) above: This ezclusiowapplies: (1) Whether the insured may,be,liable as. an'employer or in anyother'oapacity; and BP 06 86 05 17 Copyright, Insurance Services Office, Inc., 2016 seseean 1 20-23 cL-xnoa 1 3i/13/2020 11:31.13. iesri 1 ea,e a oe 5 Page 1 of'2 (2) To any obligation to share damages with or repay someone else who must 'pay damages because of injury. ,This exclusion does not apply to: (1) Liability assumed by the insured under an "insured contract"; or (2) "Bodily injury" arising out of and in the course of domestic employment by the insured unless benefits. for such injury_are in whole or in part either payable or required to be provided under any workers' compensation law. b. "Property damage" to: (1) Property .owned or being transported by, or rented or loaned"tothe insured; or (2) Property in the care, custody or control of the, insured. 2. Paragraph C. Who Is An Insured in Section II - Liability is replaced by the following: 1. Each of the following is an insured under this endorsement to the extent set forth below: a. You; b. Any other person using a "hired auto" with your permission; c. For a "non -owned auto": (1) Any partner or "executive officer" of yours; or - (2) c (2) Any "employee" of yours; but only while such "non -owned auto" is being used in your business; and d. Any other person or organization; but only for their liability because .of acts or omissions of an insured under a., b. or c:iabove. 2. None of the following is an insured: a. Any person engaged in the business of his or her employer for "bodily injury" to any co -"employee" of such person 'injured in the course of employment, or to the spouse, child, parent, brother or sister of that co -"employee" as a consequence of such "bodily injury", or for any obligation to share damages with or repay someone else who must pay damages because of the injury; Page 2 of 2 b. Any partner or "executive ,officer" for any "auto" owned by such partner or officer or a member of his or her household; c. Any person while employed in or otherwise engaged in ;duties in connection with an "auto business", other than an "auto business" you operate; d. The owner or lessee (of whom you are a sublessee) of a "hired auto" or the owner of a "non -owned auto" or any agent or "employee" of any such owner or lessee; or e. Any person or organization for the conduct of any current or past partnership or joint venture that is not shown as a Named Insured in the Declarations. C. For the purposes of this endorsement only, Paragraph H. Other Insurance in Section III - Common Policy Conditions is replaced by the following: This insurance is excess over any primary insurance covering the "hired auto" or .non -owned auto". D. The following additional definitions apply: 1. "Auto .business" means the business or occupation of selling, repairing, servicing, storing or parking "autos". 2. "Hired auto" means any "auto" ;you lease, hire, rent or borrow. This does not include any ".auto" you lease, hire, rent or borrow from any of your "employees", your partners or your "executive officers" or members of their households. 3. "Non -owned auto" means any "auto" you do not own, lease, hire, rent or borrow which is used in connection with your business. This includes "autos" owned by your "employees", your partners or your "executive officers", or members of their households, but only while used in your business or your personal affairs. Copyright, Insurance Services Office, Inc., 2016 58586977 120-21 GL-WYOA I Sherry Young 1 11/13/2020 11:37:12 AM (PSI') I Page S of 5 BP 06 86 0517