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HomeMy WebLinkAboutAGMT - Dixon Resources Unlimited and Amendment 1 & 2 (Parking Management Support Services AMENDMENT NO. 2 PROFESSIONAL SERVICES AGREEMENT for Parking Management Support Services between N. �� pPqSEA('"Fq�?4 I*i 1606, \44-'•% iO %Qi City of Seal Beach 211 - 8th Street Seal Beach, CA 90740 & Dixon Resources Unlimited 3639 Midway Drive Suite B345 San Diego, CA 92110 (213) 716-6933 This Amendment No. 2, dated May 28, 2024, amends that certain Professional Services Agreement ("Agreement") dated June 14, 2021, as amended by the First Amendment dated October 9, 2023, by and between the City of Seal Beach ("City"), a California charter city, and Dixon Resources Unlimited ("Consultant"), a California corporation. 1 RECITALS A. City and Consultant are parties to the Agreement pursuant to which Contractor provides parking management support services for compensation in the not- to-exceed amount of $3,750 per month for 36 months, or a total not-to-exceed amount of $45,000 per year and a total not-to-exceed amount of $135,000 for the three-year term ending June 30, 2024 ("Original Term"). B. City and Consultant entered into a First Amendment to the Agreement for Consultant to provide additional parking services and to increase Consultant's compensation for such additional services by a total of $25,650, or a not-to-exceed amount of $6,600 per month, for nine months of the Original Term extending from October 1, 2023, through June 30, 2024. C. City and Consultant desire to further amend the Agreement, by this Second Amendment, in order to extend the Term by an additional three years, from June 30, 2024, through June 14, 2027, and to establish Consultant's compensation for the additional three-year term. AMENDMENT NO. 2 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. Subsection 1.1.2 is hereby added to Section 1.0 (Scope of Services) of the Agreement to read as follows: "1.1.2 For the Extended Term (as defined in Subsection 2.0), Consultant shall provide the Services set forth in Exhibit A, attached hereto and incorporated herein. To the extent there is any conflict between Exhibit A, Exhibit A-1, the Agreement dated June 14, 2021, Amendment No. 1, and this Amendment No. 2, Amendment No. 2 shall control." Section 2. Section 2.0 (Term) of the Agreement is hereby amended to read as follows: "2.0 Term The term of this Agreement shall commence as of the Effective Date and shall continue through in effect through June 14, 2027, unless previously terminated as provided by this Agreement. The period commencing as of the Effective Date and extending through June 30, 2024, shall herein be referred to as the "Original Term." The period commencing as of July 1, 2024, and extending through June 14, 2027 shall herein be referred to as the "Extended Term." Section 3. Subsection 3.1.1 is hereby added to Section 3.0 (Consultant's Compensation) of this Agreement to read as follows and shall take effect as of July 1, 2024: 2 "3.1.1 Extended Term. Beginning July 1, 2024, City will pay Consultant in accordance with the hourly rates shown on the fee schedule as set for in Exhibit A for Services, but in no event will the City pay more than the total not-to-exceed amount of$3,750 per month or the total not-to-exceed amount of$135,000 for the Extended Term, and a total not-to-exceed amount of $295,650 for the total six years of the Original Term and Extended Term. Any additional work authorized by the City pursuant to Section 1.4 will be compensated in accordance with the fee schedules set forth in Exhibit A and shall not exceed the amount approved by the City Council at the time of the award." Section 4. All references to the term "Agreement" throughout Sections 1.0 through 34.0, inclusive, of the Agreement are hereby modified to also include this Amendment No. 2, as if all those terms are fully set forth therein. Section 5. Except as expressly modified or supplemented by Amendments No. 1 and No. 2, all other provisions of the Agreement shall remain unaltered and in full force and effect. In the event of a conflict between the provisions of this Amendment No. 2 and the provisions of the Agreement or Amendment No. 1, the provisions of this Amendment No. 2 shall control. Section 6. The persons executing this Amendment No. 2 on behalf of Consultant each warrant that he or she is each duly authorized to execute this Amendment No. 2 on behalf of said Party and that by his or her execution, Consultant is formally bound to the provisions of this Amendment No. 2. IN WITNESS WHEREOF, the parties hereto have caused this Amendment No. 2 to be executed and attested by their proper officers thereunto: CITY OF SEAL BEACH CONSULTANT: DIXON RESOURCES UNLIMITED, a California corporation •! f By: • y: Jill ' 10 gram, City Manager Name: Julie Dixon Attest: Its: President i By: Gloria D. Harper, City Clerk By: Approved as to Form: Name: Its: (Please note, two signatures required for corporations under Corp. Code §313, unless corporate documents By. authorize only one person to sign this Agreement on Nicholas R. Ghirelli, City Attorney behalf of the corporation.) 3 / A� " CERTIFICATE OF LIABILITY INSURANCE DATE (M M/DD/YYYY) CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, 12/10/2025 THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER, AND THE CERTIFICATE HOLDER. IMPORTANT: If the certificate holder is an ADDITIONAL INSURED, the policy(ies) must have ADDITIONAL INSURED provisions or be endorsed. If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy, certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). PRODUCER CONTACT Kenneth Lee NAME: The Liberty Company Insurance Brokers (888) 918-3960 A/XC, BOC.NN Ext): 0. No): E-MAIL kenneth.lee@libertycompany.com Lic #OD79653 EACH OCCURRENCE $ 2,000,000 ADDRESS: INSURER(S) AFFORDING COVERAGE NAIC # 5955 De Soto Ave, Ste 250 INSURERA: Hartford Underwriters Insurance Company 30104 Woodland Hills CA 91367 INSURED INSURER B: Rated By Multiple Companies 00914 INSURER C : RT Specialty Insurance Services Dixon Resources Unlimited INSURER D: California Auto Insurance Company 27553 1519 E Chapman Ave#200 INSURER E: INSURER F: Fullerton CA 92831 COVERAGES CERTIFICATE NUMBER: CL25111707581 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 INSURANCEADDLSUBR INSD WVD POLICY NUMBER POLICY EFF MM/DD/YYYY POLICY EXP MM/DD/YYYY LIMITS X COMMERCIAL GENERAL LIABILITY EACH OCCURRENCE $ 2,000,000 CLAIMS -MADE FX OCCUR DAMAGE TO PREM SES Ea oRENTED cE ante $ 1,000,000 MED EXP (Any one person) $ 10,000 PERSONAL &ADV INJURY $ 2,000,000 A Y 72SBABG5ZKL 12/17/2025 12/17/2026 LAGGREGATE LIMIT APPLIES PER: GENERAL AGGREGATE $4,000,000 POLICY PRO ❑ LOC JECT: MOTHER PRODUCTS-COMP/OP AGG $ 4,000,000 $ AUTOMOBILE LIABILITY COMBINED SINGLE LIMIT $ 1,000,000 Ea accident BODILY INJURY (Per person) $ X ANYAUTO D OWNED SCHEDULED AUTOS ONLY AUTOS BA040000092969 03/15/2025 03/15/2026 BODILY INJURY (Per accident) $ PROPERTY DAMAGE $ Per accident HIRED HNON-OWNED AUTOS ONLY AUTOS ONLY Non -owned $ 1,000,000 X UMBRELLA LIAB X OCCUR EACH OCCURRENCE $ 1,000,000 AGGREGATE $ 1,000,000 A EXCESS LABCLAIMS-MADE 72SBABG5ZKL 12/17/2025 12/17/2026 DED I X1 RETENTION $ 10,000 $ B WORKERS COMPENSATION AND EMPLOYERS' LIABILITY Y/ N ANY PROPRIETOR/PARTNER/EXECUTIVE OFFICER/MEMBER EXCLUDED? (Mandatory in NH) NIA 72WECG14348 12/17/2025 12/17/2026 X STATUTE ER ER E.L. EACH ACCIDENT $ 1,000,000 E.L. DISEASE - EA EMPLOYEE $ 1,000,000 If yes, describe under DESCRIPTION OF OPERATIONS below E.L. DISEASE - POLICY LIMIT $ 1,000,000 C Aviation (C) 9055357 05/29/2025 05/29/2026 Personal &Advertising Inj $1,000,000 DESCRIPTION OF OPERATIONS / LOCATIONS / VEHICLES (ACORD 101, Additional Remarks Schedule, may be attached if more space is required) City of Seal Beach its directors, officials, officers, employees, agents, and volunteer are named as additional insured on the General Liability per attached SS00080405 as required by written contract subject to the terms and conditions of the policy. CERTIFICATE HOLDER CANCELLATION @ 1988-2015 ACORD CORPORATION. All rights reserved. ACORD 25 (2016/03) The ACORD name and logo are registered marks of ACORD SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN City of Seal Beach ACCORDANCE WITH THE POLICY PROVISIONS. 211 8th Street AUTHORIZED REPRESENTATIVE Seal Beach CA 90740 1 @ 1988-2015 ACORD CORPORATION. All rights reserved. ACORD 25 (2016/03) The ACORD name and logo are registered marks of ACORD Other Named Insureds Dixon Resources 401(k) Plan Additional Named Insureds Insured Multiple Names OFAPPINF (02/2007) COPYRIGHT 2007, AMS SERVICES INC ADDITIONAL COVERAGES Ref # Description EMIL Coverage Code EML Form No. Edition Date Limit 1 2,000,000 Limit 2 4,000,000 Limit 3 Deductible Amount Deductible Type Premium $16.00 Ref # Description Al OLC Sched Pers Or Org Coverage Code AISPO Form No. Edition Date Limit 1 Limit 2 Limit 3 Deductible Amount Deductible Type Premium $63.00 Ref # Description CYBEE Coverage Code CYBEE Form No. Edition Date Limit 1 Limit 2 Limit 3 Deductible Amount 12 Deductible Type Premium Ref # Description CYDRE Coverage Code CYDRE Form No. Edition Date Limit 1 10,000 Limit 2 Limit 3 Deductible Amount Deductible Type Premium Ref # Description CYVMW Coverage Code CYVMW Form No. Edition Date Limit 1 25,000 Limit 2 Limit 3 Deductible Amount Deductible Type Premium $9.00 Ref # Description BASEP Coverage Code BASEP Form No. Edition Date Limit 1 Limit 2 Limit 3 Deductible Amount Deductible Type Premium $246.00 Ref # Description AIGOV Coverage Code AIGOV Form No. Edition Date Limit 1 Limit 2 Limit 3 Deductible Amount Deductible Type Premium Ref # Description Employee Dishonesty Coverage Code EMPDH Form No. Edition Date Limit 1 10,000 Limit 2 Limit 3 Deductible Amount Deductible Type Premium $4.00 Ref # Description Property damage -single limit Coverage Code PD Form No. Edition Date Limit 1 Limit 2 Limit 3 Deductible Amount Deductible Type Premium Ref # Description Additional Insured Coverage Code ADDIN Form No. Edition Date Limit 1 Limit 2 Limit 3 Deductible Amount Deductible Type Premium $11.00 Ref # Description AICNT Coverage Code AICNT Form No. Edition Date Limit 1 Limit 2 Limit 3 Deductible Amount Deductible Type Premium $42.00 OFADTLCV Copyright 2001, AMS Services, Inc. ADDITIONAL COVERAGES Ref # Description U PRCSS Coverage Code UPRCS Form No. Edition Date Limit 1 Limit 2 Limit 3 Deductible Amount Deductible Type Premium Ref # Description Bodily injury limit(s) Coverage Code BI Form No. Edition Date Limit 1 1,000,000 Limit 2 Limit 3 Deductible Amount Deductible Type Premium Ref # Description Umbrella(C) Coverage Code CUMBR Form No. Edition Date Limit 1 Limit 2 Limit 3 Deductible Amount Deductible Type Premium Ref # Description General Aggregate Coverage Code GENAG Form No. Edition Date Limit 1 1,000,000 Limit 2 Limit 3 Deductible Amount Deductible Type Premium Ref # Description Products/Completed Ops Aggregate Coverage Code PRDCO Form No. Edition Date Limit 1 1,000,000 Limit 2 Limit 3 Deductible Amount Deductible Type Premium Ref # Description Uninsured Employee Benefits Trust Fund Coverage Code UEBTF Form No. Edition Date Limit 1 Limit 2 Limit 3 Deductible Amount Deductible Type Premium $3.00 Ref # Description CATPC Coverage Code CATPC Form No. Edition Date Limit 1 Limit 2 Limit 3 Deductible Amount Deductible Type Premium $0.00 Ref # Description Waiver of Subrogation Coverage Code WVSUB Form No. Edition Date Limit 1 Limit 2 Limit 3 Deductible Amount Deductible Type Premium $250.00 Ref # Description SIBT Coverage Code SIBT Form No. Edition Date Limit 1 Limit 2 Limit 3 Deductible Amount Deductible Type Premium $99.00 Ref # Description Surcharges Coverage Code SURC Form No. Edition Date Limit 1 Limit 2 Limit 3 Deductible Amount Deductible Type Premium $10.00 Ref # Description Expense constant Coverage Code EXCNT Form No. Edition Date Limit 1 Limit 2 Limit 3 Deductible Amount Deductible Type Premium $200.00 Copyright 2001, AMS Services, Inc. IEEE ADDITIONAL COVERAGES Ref # Description Increased employer's liability Coverage Code INEL Form No. Edition Date Limit 1 Limit 2 --jLimit 3 Deductible Amount Deductible Type Premium $5.00 Ref # Description Increased employer's liability Coverage Code INEL Form No. Edition Date Limit 1 Limit 2 Limit 3 Deductible Amount Deductible Type Premium $8.00 Ref # Description Waiver of Subrogation Coverage Code WVSUB Form No. Edition Date Limit 1 Limit 2 Limit 3 Deductible Amount Deductible Type Premium $7.00 Ref # Description Waiver of Subrogation Coverage Code WVSUB Form No. Edition Date Limit 1 Limit 2 Limit 3 Deductible Amount Deductible Type Premium $250.00 Ref # Description LECF Coverage Code LECF Form No. Edition Date Limit 1 Limit 2 Limit 3 Deductible Amount Deductible Type Premium $3.00 Ref # Description Increased employer's liability Coverage Code INEL Form No. Edition Date Limit 1 Limit 2 Limit 3 Deductible Amount Deductible Type Premium $1.00 Ref # Description Territory Differential Prem 1 Coverage Code TDP01 Form No. Edition Date Limit 1 Limit 2 Limit 3 Deductible Amount Deductible Type Premium $91.00 Ref # Description Merit Surcharge Coverage Code MERIT Form No. Edition Date Limit 1 Limit 2 Limit 3 Deductible Amount Deductible Type Premium -$51.00 Ref # Description OSHF Coverage Code OSHF Form No. Edition Date Limit 1 Limit 2 Limit 3 Deductible Amount Deductible Type Premium $6.00 Ref # Description Increased employer's liability Coverage Code INEL Form No. Edition Date Limit 1 Limit 2 Limit 3 Deductible Amount Deductible Type Premium $193.00 Ref # Description Identity Fraud Expense Coverage Coverage Code FRAUD Form No. Edition Date Limit 1 Limit 2 --JLimit 3 Deductible Amount Deductible Type Premium $13.00 OFADTLCV Copyright 2001, AMS Services, Inc. ADDITIONAL COVERAGES Ref # Description Waiver of Subrogation Coverage Code WVSUB Form No. Edition Date Limit 1 Limit 2 Limit 3 Deductible Amount Deductible Type Premium $250.00 Ref # Description Assessment Fund Coverage Code ASMNT Form No. Edition Date Limit 1 Limit 2 Limit 3 Deductible Amount Deductible Type Premium $41.00 Ref # Description Coverage Code Form No. Edition Date Limit 1 Limit 2 Limit 3 Deductible Amount Deductible Type Premium Ref # Description Coverage Code Form No. Edition Date Limit 1 Limit 2 Limit 3 Deductible Amount Deductible Type Premium Ref # Description Coverage Code Form No. Edition Date Limit 1 Limit 2 Limit 3 Deductible Amount Deductible Type Premium Ref # Description Coverage Code Form No. Edition Date Limit 1 Limit 2 Limit 3 Deductible Amount Deductible Type Premium Ref # Description Coverage Code Form No. Edition Date Limit 1 Limit 2 Limit 3 Deductible Amount Deductible Type Premium Ref # Description Coverage Code Form No. Edition Date Limit 1 Limit 2 Limit 3 Deductible Amount Deductible Type Premium Ref # Description Coverage Code Form No. Edition Date Limit 1 Limit 2 Limit 3 Deductible Amount Deductible Type Premium Ref # Description Coverage Code Form No. Edition Date Limit 1 Limit 2 Limit 3 Deductible Amount Deductible Type Premium Ref # Description Coverage Code Form No. Edition Date Limit 1 Limit 2 Limit 3 Deductible Amount Deductible Type Premium rOFADTLCV Copyright 2001, AMS Services, Inc. THE HARTFORD BUSINESS LIABILITY COVERAGE FORM READ YOUR POLICY CAREFULLY QUICK REFERENCE Beginning On Page A. COVERAGES 1 Business Liability 1 Medical Expenses 2 Coverage Extension - Supplementary Payments 2 B. EXCLUSIONS 3 C. WHO IS AN INSURED 12 D. LIABILITY AND MEDICAL EXPENSES LIMITS OF INSURANCE 14 E. LIABILITY AND MEDICAL EXPENSES GENERAL CONDITIONS 15 1. Bankruptcy 15 2. Duties In The Event Of Occurrence, Offense, Claim Or Suit 15 3. Legal Action Against Us 16 4. Separation Of Insureds 16 5. Representations 16 6. Other Insurance 16 7. Transfer Of Rights Of Recovery Against Others To Us 18 F. LIABILITY AND MEDICAL EXPENSES DEFINITIONS 18 Form SL 00 00 10 18 THE 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 'bur" 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 Pagel of 22 © 2018, The Hartford (May include copyrighted material of Insurance Services Office, Inc., with its permission) 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: (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) THE 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: (i) 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, attorneys' 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) THE HARTFORD 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) "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) THE HARTFORD This exclusion does not apply to liability assumed by the insured under an "insured contract". f. 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) THE 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) THE HARTFORD i. War "Bodily injury", "property 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. j. 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. 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) THE HARTFORD (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". I. 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) 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)i1 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)Arising 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 10 18 Page 9 of 22 © 2018, The Hartford (May include copyrighted material of Insurance Services Office, Inc., with its permission) THE 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) THE 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) THE HARTFORD 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) 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. 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) THE 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.b above, whichever applies, the most we will pay for the sum of all damages because of all "bodily injury", "property damage" and medical expenses arising out of any one 'occurrence" is the Liability and Medical Expenses Limit shown in the Declarations. The most we will pay for all medical expenses because of "bodily injury" sustained by any one person is the Medical Expenses Limit shown in the Declarations. 4. Personal And Advertising Injury Limit Subject to 2.b. above, the most we will pay for the sum of all damages because of all "personal and advertising injury" sustained by any one person or organization is the Personal and Advertising Injury Limit shown in the Declarations. 5. Damage To Premises Rented To You Limit The Damage To Premises Rented To You Limit is the most we will pay under Business Liability Coverage for damages because of "property damage" to any one premises, while rented to you, or in the case of damage by fire, lightning or explosion, while rented to you or temporarily occupied by you with permission of the owner. In the case of damage by fire, lightning or explosion, the Damage to Premises Rented To You Limit applies to all damage proximately caused by the same event, whether such damage results from fire, lightning or explosion or any combination of these. 6. How Limits Apply To Additional Insureds The most we will pay on behalf of a person or organization who is an additional insured under this Coverage Part is the lesser of: a. The limits of insurance 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) 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) 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) THE 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) THE 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) THE HARTFORD (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. 8. "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) 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) THE 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 orlessor; 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) THE HARTFORD 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 property, 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) Page 22 of 22 BOP - 72SBABG5ZKL 12/17/2025 - 12/17/2026 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. THE HARTFORD BLANKET ADDITIONAL INSURED BY CONTRACT This endorsement modifies insurance provided under the following.- BUSINESS ollowing: 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; Form SL 30 32 06 21 Page 1 of 3 © 2021, The Hartford (May include copyrighted material of Insurance Services Office, Inc., with its permission) THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. THE HARTFORD (g) Products which, after distribution or sale by you, have been labeled or relabeled or used as a container, part or ingredient of any other thing or substance by or for the vendor; or (h) 'Bodily injury" or "property damage" arising out of the sole negligence of the vendor for its own acts or omissions or those of its employees or anyone else acting on its behalf. However, this exclusion does not apply to: (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; (b) In the performance of your ongoing operations performed by you or on your behalf; or (c) In connection with "your work" and included within the "products -completed operations hazard", but only if: (i) 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 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 Form SL 30 32 06 21 Page 2 of 3 © 2021, The Hartford (May include copyrighted material of Insurance Services Office, Inc., with its permission) THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. THE HARTFORD damage", or "personal and advertising injury" arises out of the rendering of or the failure to render any professional service. 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 (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: (i) 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 06 21 © 2021, The Hartford (May include copyrighted material of Insurance Services Office, Inc., with its permission) Page 3 of 3 BOP - 72SBABG5ZKL 12/17/2025 - 12/17/2026 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. THE HARTFORD BLANKET ADDITIONAL INSURED BY CONTRACT - UMBRELLA This endorsement modifies insurance provided under the following: UMBRELLA LIABILITY SUPPLEMENTAL POLICY Except as otherwise stated in this endorsement, the terms and conditions of the Supplemental Policy apply. A. The following is added to Paragraph 2. of Section C. WHO IS AN INSURED: a. Any person or organization when you have agreed, because of 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, to provide insurance such as is afforded under this Supplemental Policy, but only with respect to your operations performed by you or on your behalf, "your work" or facilities owned or used by you. This provision does not apply: (1) Unless the written contract or written agreement has been executed, or the permit has been issued, prior to the "bodily injury," "property damage," or "personal and advertising injury"; (2) Unless the limits of liability specified in such written contract, written agreement or permit are greater than the limits of liability provided by the "underlying insurance"; and (3) Beyond the period of time required by the written contract, written agreement or permit; However, no such person or organization is an "insured" under this provision if such person or organization qualifies as an "insured" by any other provision of this Supplemental Policy. b. With respect to the insurance afforded to the persons or organizations qualifying as an "insured" in Paragraph a. above, the following additional exclusion applies: (1) 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: (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. c. The insurance afforded to such "insured" will not be broader than that which you are required by the contract, agreement or permit to provide for such "insured". d. The insurance afforded to such "insured" only applies to the extent permitted by law. Form SU 00 02 10 18 © 2018, The Hartford (May include copyrighted material of Insurance Services Office, Inc., with its permission) Page 1 of 1 THE 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) THE 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. 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) BOP - 72SBABG5ZKL 12/17/2025 - 12/17/2026 EXTENSION SCHEDULE OF UNDERLYING INSURANCE THE HARTFORD This extension schedule forms a part of the Supplemental Policy. An "X" marked in a box indicates the corresponding coverage is provided in the "underlying insurance". Please note the Maintenance Of Underlying Insurance condition in the Umbrella Liability Supplemental Policy. A. (X) Business Liability Carrier, Policy Number and Policy Period Type of Coverage Hartford Underwriters Insurance Company 72 SBA BG5ZKL 12/17/2025 To 12/17/2026 (X) Liability and Medical Expenses $2,000,000 (X) Personal and Advertising Injury $2,000,000 (X) Products/Completed Operations Aggregate $4,000,000 (X) General Aggregate $4,000,000 (X) Damages To Premises Rented To You $1,000,000 Hired Auto and Non -Owned Auto Liability B. ( ) Liquor Liability Carrier, Policy Number and Policy Period: Type of Coverage Liquor Liability Applicable Limits Per Occurrence Per Person/Organization Aggregate Aggregate Any One Premises Applicable Limits Form SU 00 03 10 18 Page 1 of 4 Process Date: 11/06/2025 © 2018, The Hartford Policy Expiration Date: 12/17/2026 (May include copyrighted material of Insurance Services Office, Inc., with its permission) EXTENSION SCHEDULE OF UNDERLYING INSURANCE (Continued) POLICY NUMBER: 72 SBA BG5ZKL C. (X) Comprehensive Automobile Liability Carrier, Policy Number and Policy Period (X) Owned Autos CALIFORNIA AUTOMOBILE INSURANCE CO. BA040000092969 03/15/2026 To 03/15/2027 Type of Coverage ( ) Non -Owned Autos Applicable Limits Bodily Injury Liability Property Damage Liability THE HARTFORD ( ) Hired Autos Each Person Each Accident Each Accident Bodily Injury and Property Damage Liability Combined $1,000,000 Each Person $1,000,000 Each Accident Type of Coverage () Uninsured Motorist () Underinsured Motorist Applicable Limits Each Accident Each Occurrence Each Person Each Accident Form SU 00 03 10 18 Page 2 of 4 Process Date: 11/06/2025 © 2018, The Hartford Policy Expiration Date: 12/17/2026 (May include copyrighted material of Insurance Services Office, Inc., with its permission) EXTENSION SCHEDULE OF UNDERLYING INSURANCE (Continued) POLICY NUMBER: 72 SBA BG5ZKL D. (X) Employer's Liability Carrier, Policy Number and Policy Period Type of Coverage Employers Liability Hartford Insurance Group 72WECGI4348 12/17/2025 To 12/17/2026 Applicable Limits THE HARTFORD $1,000,000 Each Accident* $1,000,000 Each Employee by Disease* $1,000,000 Total Policy by Disease* *In any jurisdiction where the amount of Employers Liability Coverage afforded by the underlying insurer is by law unlimited, the limit stated does not apply and the policy of which this extension schedule forms a part shall afford no insurance with respect to Employers Liability in such jurisdiction. Form SU 00 03 10 18 Page 3 of 4 Process Date: 11/06/2025 © 2018, The Hartford Policy Expiration Date: 12/17/2026 (May include copyrighted material of Insurance Services Office, Inc., with its permission) EXTENSION SCHEDULE OF UNDERLYING INSURANCE (Continued) POLICY NUMBER: 72 SBA BG5ZKL E. ( ) Foreign Liability Carrier, Policy Number and Policy Period: Type of Coverage () Foreign Commercial General Liability () Liability and Medical Expenses () Personal And Advertising Injury () Products/Completed Operations Aggregate () General Aggregate () Damages To Premises Rented To You () Foreign Contingent Auto Liability () Foreign Employers Liability THE HARTFORD Applicable Limits Per Occurrence Per Person/Organization Aggregate Aggregate Any One Premises Each Accident Each Accident* Each Employee by Disease* Total Policy by Disease* *In any jurisdiction where the amount of Employers Liability Coverage afforded by the underlying insurer is by law unlimited, the limit stated does not apply and the policy of which this extension schedule forms a part shall afford no insurance with respect to Employers Liability in such jurisdiction. Form SU 00 03 10 18 Page 4 of 4 Process Date: 11/06/2025 © 2018, The Hartford Policy Expiration Date: 12/17/2026 (May include copyrighted material of Insurance Services Office, Inc., with its permission) THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. BLANKET WAIVER OF SUBROGATION This endorsement modifies insurance provided under the following: BUSINESS AUTO COVERAGE FORM With respect to coverage provided by this endorsement, the provisions of the Coverage Form apply unless modified by the endorsement. SECTION IV — BUSINESSS AUTO CONDITIONS, A. Loss Conditions, 5. Transfer of Rights Of Recovery Against Others To Us, the following is added: We waive any right of recovery we may have against any person or organization to the extent required of you by a written contract executed prior to any "accident" or "loss", provided that the "accident" or "loss" arises out of the operations contemplated by such contract. The waiver applies only to the person or organization designated in such contract. MCA04440913 h9:1R24LlIBiel :444M14►III lN:/_1LlN=9Ill:l=1:1014[WM94=F_M:v:M_19111[OY_1N41111111111MA BLANKET ADDITIONAL INSURED This endorsement modifies insurance provided under the following: BUSINESS AUTO COVERAGE FORM MOTOR CARRIER COVERAGE FORM TRUCKERS COVERAGE FORM With respect to coverage provided by this endorsement, the provisions of the Coverage Form apply unless modified by the endorsement. The following is added to the Section II - Liability Coverage, Paragraph A.1. Who Is An Insured Provision: Any person or organization that you are required to include as additional insured on the Coverage Form in a written contract or agreement that is signed and executed by you before the "bodily injury" or "property damage" occurs and that is in effect during the policy period is an "insured" for Liability Coverage, but only for damages to which this insurance applies and only to the extent that person or organization qualifies as an "insured" under the Who Is An Insured provision contained in Section II. MCA20480711 Accidental Airbag Deployment - The exclusion is removed, providing coverage for airbag deployment that is accidental. Additional Transportation Expense - Provides coverage for up to $50 per day, maximum of $1,000, for temporary transportation expenses (of the private passenger type) resulting from the total theft of a covered auto. Amended Duties in the Event of Accident, Claim, Suit or Loss - The insured must notify us of an accident as soon as possible. Bodily Injury Redefined to Include Resultant Mental Anguish - Bodily Injury includes mental anguish. Chains, Tarps, and Binders Coverage - Provides coverage up to $500 for the "loss" of chains, tarpaulins, binders, or cargo securing devices when in or on the "covered auto" at the time of "loss". Devices Designed for Use with Audio, Visual, or Data Electronic Equipment - Provides up to $200 for "loss" to tapes, records, discs, or other similar audio, visual data electronic equipment as a result of total theft of a "covered auto. " Employees as Insureds - Extends "Insured" coverage to an Employee while using a covered auto thatthe insured does not own, hire, or borrow. Glass Repair - Deductible Waiver - Provides a waiver of deductible for glass damage if the glass is repaired. Loss of Use Expenses - Provides up to $20 per day, to a maximum of up to $600 for loss of use to a covered Hired Auto. This coverage is excess over any other collectible insurance. Newly Acquired or Formed Entity (Broad Form Named Insured) - Adds, as an insured, any newly acquired or formed entity provided the insured owns at least 50% of that entity and it is formed during the policy period. The maximum period is 180 days. Personal Effects - Provides up to $500 for personal effects in the event of a covered total theft. Physical Damage Deductible - Vehicle Tracking System - Reduces applicable Comprehensive Deductible shown in the "Declarations" by 50% for any "loss" caused by theft if the "covered auto" is equipped with a vehicle tracking device such as a radio tracking device or a global position device and that device was the method of recovery of that "covered auto" by the "insured" or law enforcement. Primary and Non -Contributory if Required by Contract - Coverage will act as primary, and no additional contribution will be sought from any other insurance available under specific conditions. Supplementary Payments - Bail bonds coverage is increased to $3,000. Reasonable expenses and loss of earnings, up to $500 per day, incurred by the insured are covered. Two or More Deductibles - If two or more policies or coverage forms from the company apply to the same accident, only one deductible will be applied. Unintentional Error, Omission, or Failure to Disclose Hazards - The policy will not be deemed invalid if the insured unintentionally omits, errs, or fails to disclose a hazard. This document is intended for information purposes only and does not modify or invalidate any of the provisions, exclusions, terms or conditions of the policy and endorsements. For specific terms and conditions, please refer to the endorsement form. CA 11-2024 A DATE /YYYY) CERTIFICATE OF LIABILITY INSURANCE 1/10/2010/2024 THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER,AND THE CERTIFICATE HOLDER. IMPORTANT: If the certificate holder is an ADDITIONAL INSURED,the policy(ies)must have ADDITIONAL INSURED provisions or be endorsed. If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy, certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). PRODUCER CONTACT NAME: Karlee Crowe Burnham WGB Insurance Solutions PHONE FAX CA Insurance License 0F69771 INC.No.Est):714-505-7000 (A/c.No):714-573-1770 15901 Red Hill Avenue Amens: karlee@wgbib.com Tustin CA 92780 INSURER(S)AFFORDING COVERAGE NAIC• INSURERA:Sentinel Insurance Company,Lt 11000 INSURED DIXON-1 INSURERS:Hartford Accident and Indemnit 22357 Dixon Resources Unlimited Julie Dixon INSURER C:California Automobile Insuranc 38342 3639 Midway Drive Ste B345 INSURER D:ACE American Insurance Company 22667 San Diego CA 92110 INSURERE: INSURER F: COVERAGES CERTIFICATE NUMBER:330015946 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. iNSSR TYPE OF INSURANCE ADDL SUBR POLICY EFF POLICY EXP LIMrf3 LTR INSQ.NND, POLICY NUMBER (MMIDD/YYYY) (MMIDDIYYYY) A X COMMERCIAL GENERAL LIABILITY 72SBAAN5235 12/17/2023 12/17/2024 EACH OCCURRENCE $2,000,000 CLAIMS-MADE X OCCUR DAMAGE TO RENTED PREMISES(Ea occurrence) $1,000,000 MED EXP(Any one person) $10,000 PERSONAL&ADV INJURY $2,000,000 GEN'L AGGREGATE LIMIT APPLIES PER: GENERAL AGGREGATE $4,000,000 POLICY X jEC7 LOC PRODUCTS-COMP/OP AGG $4,000,000 OTHER: $ C AUTOMOBILE LIABILITY BA040000036675 9/15/2023 9/15/2024 COMBINED SINGLE LIMIT $1,000,000 (Ea accident) ANY AUTO . BODILY INJURY(Per person) $ OWNED X SCHEDULED BODILY INJURY(Per accident) $ AUTOS ONLY AUTOS X HIRED X NON-OWNED PROPERTY DAMAGE $ AUTOS ONLY AUTOS ONLY (Per accident) A X UMBRELLA LAB X OCCUR 72SBAAN5235 12/17/2023 12/17/2024 EACH OCCURRENCE $1,000,000 EXCESS LIAB CLAIMS-MADE AGGREGATE $1,000,000 DED X RETENTION$St()pry) . $ g WORKERS COMPENSATION 72WECG14348 12/17/2023 12/17/2024 X PER OTH- AND EMPLOYERS'LIABILITY Y/N STATUTE ER ANYPROPRIETOR/PARTNER/EXECUTIVE E.L EACH ACCIDENT $1,000,000 OFFICER/MEMBEREXCLUDED? NIA (Mandatory in NH) - E.L DISEASE-EA EMPLOYEE $1,000,000 If yes,describe under DESCRIPTION OF OPERATIONS below E.L DISEASE-POLICY LIMIT $1,000,000 D Professional Liability D95750114 12/17/2023 12/17/2024 Aggregate Limit $2,000,000 Each Claim $2,000,000 Deductible $2,500 DESCRIPTION OF OPERATIONS I LOCATIONS I VEHICLES (ACORD 101,Additional Remarks Schedule,may be attached If more space Is required) City of Seal Beach its directors,officials,officers,employees,agents,and volunteer are named as additional insured on the General Liability per attached SS00080405 as required by written contract subject to the terms and conditions of the policy. Primary and Non-Contributory applies on the General Liability per attached SS00080405 Cancellation wording applies per attached SS1223 06 11 and E01208 03 13 CERTIFICATE HOLDER CANCELLATION SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. City of Seal Beach 211 8th Street Seal Beach CA 90740 AUTHORIZED REPRESENTATIVE r= 'u"` ?lam, ©1988-2015 ACORD CORPORATION. All rights reserved. ACORD 25(2016/03) The ACORD name and logo are registered marks of ACORD Policy Number: 72SBAAN5235 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. NOTICE OF CANCELLATION TO CERTIFICATE HOLDER(S) This policy is subject to the following additional Conditions: A. If this policy is cancelled by the Company, other If notice is mailed, proof of mailing to the last known than for non-payment of premium, notice of such mailing address of the certificate holder(s) on file with cancellation will be provided at least thirty (30) days the agent of record or the Company will be sufficient in advance of the cancellation effective date to the proof of notice. certificate holder(s) with mailing addresses on file Any notification rights provided by this endorsement with the agent of record or the Company. apply only to active certificate holder(s)who were issued B. If this policy is cancelled by the company for non- a certificate of insurance applicable to this policy's term. payment of premium, or by the insured, notice of Failure to provide such notice to the certificate holder(s) such cancellation will be provided within ten (10) will not amend or extend the date the cancellation days of the cancellation effective date to the becomes effective, nor will it negate cancellation of the certificate holder(s) with mailing addresses on file policy. Failure to send notice shall impose no liability of with the agent of record or the Company. any kind upon the Company or its agents or representatives. Form SS 12 23 06 11 Page 1 of 1 © 2011, The Hartford Policy Number: 72SBAAN5235 BUSINESS LIABILITY COVERAGE FORM (6) When You Are Added As An When this insurance is excess over other Additional Insured To Other insurance, we will pay only our share of Insurance the amount of the loss, if any, that That is other insurance available to exceeds the sum of: you covering liability for damages (1) The total amount that all such other arising out of the premises or insurance would pay for the loss in the operations, or products and completed absence of this insurance; and operations, for which you have been (2) The total of all deductible and self- added as an additional insured by that insured amounts under all that other insurance; or insurance. (7) When You Add Others As An We will share the remaining loss, if any, with Additional Insured To This any other insurance that is not described in Insurance this Excess Insurance provision and was rot That is other insurance available to an bought specifically to apply in excess of the additional insured. Limits of Insurance shown in the However, the following provisions Declarations of this Coverage Part. apply to other insurance available to c. Method Of Sharing any person or organization who is an If all the other insurance permits additional insured under this Coverage contribution by equal shares, we will follow Part: this method also. Under this approach, (a) Primary Insurance When each insurer contributes equal amounts Required By Contract until it has paid its applicable limit of This insurance is primary if you insurance or none of the loss remains, have agreed in a written contract, whichever comes first. written agreement or permit that If any of the other insurance does not permit this insurance be primary. If other contribution by equal shares, we will insurance is also primary, we will contribute by limits. Under this method, each share with all that other insurance insurers share is based on the ratio of its by the method described in c. applicable limit of insurance to the total below. applicable limits of insurance of all insurers. (b) Primary And Non-Contributory 8. Transfer Of Rights Of Recovery Against To Other Insurance When Others To Us Required By Contract a. Transfer Of Rights Of Recovery If you have agreed in a written If the insured has rights to recover all or contract, written agreement or part of any payment, including permit that this insurance is Supplementary Payments, we have made primary and non-contributory with under this Coverage Part, those rights are the additional insured's own transferred to us. The insured must do insurance, this insurance is nothing after loss to impair them. At our primary and we will not seek request, the insured will bring "suit" or contribution from that other transfer those rights to us and help us insurance. enforce them. This condition does not Paragraphs(a)and (b) do not apply to apply to Medical Expenses Coverage. other insurance to which the additional b. Waiver Of Rights Of Recovery (Waiver insured has been added as an Of Subrogation) additional insured. If the insured has waived any rights of When this insurance is excess, we will recovery against any person or have no duty under this Coverage Part to organization for all or part of any payment, defend the insured against any"suit" if any including Supplementary Payments, we other insurer has a duty to defend the have made under this Coverage Part, we insured against that "suit". If no other also waive that right, provided the insured insurer defends, we will undertake to do waived their rights of recovery against so, but we will be entitled to the insured's such person or organization in a contract, rights against all those other insurers. agreement or permit that was executed prior to the injury or damage. Form SS 00 08 04 06 Page 17 of 24 Policy Number: 72SBAAN5235 BUSINESS LIABILITY COVERAGE FORM 2. Applicable To Medical Expenses Coverage e. A trust, you are an insured Your trustees We will not pay expenses for"bodily injury": are also insureds, but only with respect to their duties as trustees. a. Any Insured To any insured, except"volunteer workers". 2. Each of the following is also an insured b. Hired Person a. Employees And Volunteer Workers To a person hired to do work for or on behalf Your "volunteer workers" only while of any insured or a tenant of any insured performing duties related to the conduct of c. Injury On Normally Occupied Premises your business, or your "employees", other than either your "executive officers" (if you To a person injured on that part of are an organization other than a premises you own or rent that the person partnership, joint venture or limited liability normally occupies. company) or your managers (if you are a d. Workers' Compensation And Similar limited liability company), but only for acts Laws within the scope of their employment by To a person, whether or not an you or while performing duties related to "employee" of any insured, if benefits for the conduct of your business. the "bodily injury" are payable or must be However, none of these "employees" or provided under a workers' compensation "volunteer workers"are insureds for: or disability benefits law or a similar law. (1) "Bodily injury" or "personal and e. Athletics Activities advertising injury": To a person injured while practicing, (a) To you, to your partners or instructing or participating in any physical members (if you are a partnership exercises or games, sports or athletic or joint venture). to your members contests (if you are a limited liability f. Products-Completed Operations Hazard company), or to a co "employee" while in the course of his or her Included with the "products-completed employment or performing duties operations hazard" related to the conduct of your g. Business Liability Exclusions business, or to your other Excluded under Business Liability Coverage. volunteer workers" while performing duties related to the C. WHO IS AN INSURED conduct of your business; 1. If you are designated in the Declarations as: (b) To the spouse; child; parent; a. An individual, you and your spouse are brother or sister of that co- insureds, but only with respect to the "employee" or that "volunteer conduct of a business of which you are the worker" as a consequence of sole owner. Paragraph(1)(a) above, b. A partnership or joint venture, you are an (c) For which there is any obligation insured. Your members, your partners, and to share damages with or repay their spouses are also insureds, but only with someone else who must pay respect to the conduct of your business. damages because of the injury c. A limited liability company, you are an described in Paragraphs (1)(a) or insured. Your members are also insureds, (b)above or but only with respect to the conduct of your (d) Arising out of his or her providing business. Your managers are insureds. but or failing to provide professional only with respect to their duties as your health care services. managers. If you are not in the business of d. An organization other than a partnership, providing professional health care joint venture or limited liability company, you services, Paragraph (d) does not apply are an insured. Your"executive officers"and to any nurse, emergency medical directors are insureds. but only with respect technician or paramedic employed by to their duties as your officers or directors. you to provide such services. Your stockholders are also insureds, but only (2) "Property damage"to property. with respect to their liability as stockholders. (a) Owned, occupied or used by. Page 10 of 24 Form SS 00 08 04 05 BUSINESS LIABILITY COVERAGE FORM (b) Rented to, in the care, custody or b. Coverage under this provision does not control of, or over which physical apply to: control is being exercised for any (1) "Bodily injury" or "property damage" purpose by you, any of your that occurred: or "employees", "volunteer workers", (2) "Personal and advertising injury" any partner or member (if you are a partnership or joint venture), or arising out of an offense committed any member (if you are a limited before you acquired or formed the liability company). organization. b. Real Estate Manager 4. Operator Of Mobile Equipment Any person (other than your "employee"or With respect to "mobile equipment" registered in "volunteer worker"), or any organization your name under any motor vehicle registration while acting as your real estate manager. law, any person is an insured while driving such c. Temporary Custodians Of Your equipment along a public highway with your Property permission. Any other person or organization responsible for the conduct of such person is Any person or organization having proper also an insured, but only with respect to liability temporary custody of your property if you arising out of the operation of the equipment. and die, but only: only if no other insurance of any kind is available (1) With respect to liability arising out of the to that person or organization for this liability. maintenance or use of that property; and However, no person or organization is an insured (2) Until your legal representative has with respect to: been appointed. a. "Bodily injury" to a co-"employee" of the d. Legal Representative If You Die person driving the equipment, or Your legal representative if you die, but b. "Property damage" to property owned by, only with respect to duties as such. That rented to, in the charge of or occupied by representative will have all your rights and you or the employer of any person who is duties under this insurance. an insured under this provision. e. Unnamed Subsidiary 5. Operator of Nonowned Watercraft Any subsidiary and subsidiary thereof. of With respect to watercraft you do not own that yours which is a legally incorporated entity is less than 51 feet long and is not being used of which you own a financial interest of to carry persons for a charge, any person is an more than 50% of the voting stock on the insured while operating such watercraft with effective date of this Coverage Part. your permission. Any other person or organization responsible for the conduct of The insurance afforded herein for any such person is also an insured, but only with subsidiary not shown in the Declarations respect to liability arising out of the operation as a named insured does not apply to of the watercraft, and only if no other injury or damage with respect to which an insurance of any kind is available to that insured under this insurance is also an person or organization for this liability. insured under another policy or would be an insured under such policy but for its However, no person or organization is an termination or upon the exhaustion of its insured with respect to: limits of insurance. a. "Bodily injury" to a co-"employee" of the 3. Newly Acquired Or Formed Organization person operating the watercraft; or Any organization you newly acquire or form, b. "Property damage" to property owned by. other than a partnership; joint venture or rented to, in the charge of or occupied by limited liability company, and over which you you or the employer of any person who is maintain financial interest of more than 50% of an insured under this provision. the voting stock, will qualify as a Named 6. Additional Insureds When Required By Insured if there is no other similar insurance Written Contract, Written Agreement Or available to that organization However: Permit a. Coverage under this provision is afforded The person(s) or organization(s) identified in only until the 180th day after you acquire Paragraphs a. through f. below are additional or form the organization or the end of the insureds when you have agreed, in a written policy period, whichever is earlier, and Form SS 00 08 04 05 Page 11 of 24 BUSINESS LIABILITY COVERAGE FORM contract, written agreement or because of a (e) Any failure to make such permit issued by a state or political inspections, adjustments, tests or subdivision, that such person or organization servicing as the vendor has be added as an additional insured on your agreed to make or normally policy, provided the injury or damage occurs undertakes to make in the usual subsequent to the execution of the contract or course of business, in connection agreement, or the issuance of the permit. with the distribution or sale of the A person or organization is an additional products; insured under this provision only for that (f) Demonstration, installation, period of time required by the contract, servicing or repair operations, agreement or permit. except such operations performed at the vendor's premises in However, no such person or organization is an connection with the sale of the additional insured under this provision if such product; person or organization is included as an additional insured by an endorsement issued (g) Products which, after distribution by us and made a part of this Coverage Part, or sale by you, have been labeled including all persons or organizations added or relabeled or used as a as additional insureds under the specific container, part or ingredient of any additional insured coverage grants in Section other thing or substance by or for F.—Optional Additional Insured Coverages. the vendor; or a. Vendors (h) "Bodily injury" or "property damage" arising out of the sole Any person(s) or organization(s) (referred to negligence of the vendor for its below as vendor), but only with respect to own acts or omissions or those of "bodily injury" or "property damage" arising its employees or anyone else out of 'your products" which are distributed acting on its behalf However, this or sold in the regular course of the vendors exclusion does not apply to: business and only if this Coverage Part provides coverage for "bodily injury" or (i) The exceptions contained in "property damage" included within the Subparagraphs(d)or(f); or "products-completed operations hazard" (ii) Such inspections. adjustments. (1) The insurance afforded to the vendor tests or servicing as the vendor is subject to the following additional has agreed to make or normally exclusions undertakes to make in the usual course of business, in This insurance does not apply to connection with the distribution (a) "Bodily injury" or "property or sale of the products. damage" for which the vendor is (2) This insurance does not apply to any obligated to pay damages by insured person or organization from reason of the assumption of whom you have acquired such products, liability in a contract or agreement. or any ingredient; part or container, This exclusion does not apply to entering into; accompanying or liability for damages that the containing such products. vendor would have in the absence of the contract or agreement. b. Lessors Of Equipment (b) Any express warranty (1) Any person or organization from unauthorized by you; whom you lease equipment, but only with respect to their liability for "bodily (c) Any physical or chemical change injury", "property damage" or in the product made intentionally "personal and advertising injury" by the vendor; caused, in whole or in part, by your (d) Repackaging except when maintenance, operation or use of unpacked solely for the purpose of equipment leased to you by such inspection, demonstration; testing, person or organization. or the substitution of parts under instructions from the manufacturer, and then repackaged in the original container; Page 12 of 24 Form SS 00 08 04 05 BUSINESS LIABILITY COVERAGE FORM (2) With respect to the insurance afforded e. Permits Issued By State Or Political to these additional insureds, this Subdivisions insurance does not apply to any (1) Any state or political subdivision, but "occurrence" which takes place after only with respect to operations you cease to lease that equipment. performed by you or on your behalf for c. Lessors Of Land Or Premises which the state or political subdivision (1) Any person or organization from has issued a permit. whom you lease land or premises, but (2) With respect to the insurance afforded only with respect to liability arising out to these additional insureds, this of the ownership, maintenance or use insurance does not apply to: of that part of the land or premises (a) "Bodily injury", "property damage" leased to you. or "personal and advertising (2) With respect to the insurance afforded injury" arising out of operations to these additional insureds; this performed for the state or insurance does not apply to: municipality; or (a) Any "occurrence" which takes (b) "Bodily injury" or "property damage" place after you cease to lease that included within the "products- land or be a tenant in that completed operations hazard". premises, or f. Any Other Party (b) Structural alterations, new (1) Any other person or organization who construction or demolition is not an insured under Paragraphs a. operations performed by or on through e. above, but only with behalf of such person or respect to liability for "bodily injury", organization. "property damage" or "personal and d. Architects, Engineers Or Surveyors advertising injury" caused, in whole or (1) Any architect, engineer, or surveyor but in part, by your acts or omissions or only with respect to liability for "bodily the acts or omissions of those acting injury", "property damage" or "personal on your behalf. and advertising injury" caused, in whole (a) In the performance of your or in part, by your acts or omissions or ongoing operations; the acts or omissions of those acting on (b) In connection with your premises your behalf: owned by or rented to you; or (a) In connection with your premises; (c) In connection with "your work"and or included within the "products- (b) In the performance of your completed operations hazard", but ongoing operations performed by only if you or on your behalf. (i) The written contract or written (2) With respect to the insurance afforded agreement requires you to to these additional insureds, the provide such coverage to following additional exclusion applies: such additional insured; and This insurance does not apply to (ii) This Coverage Part provides "bodily injury", "property damage" or coverage for "bodily injury" or "personal and advertising injury" "property damage" included arising out of the rendering of or the within the "products- failure to render any professional completed operations hazard" services by or for you, including: (2) With respect to the insurance afforded (a) The preparing, approving, or to these additional insureds, this failure to prepare or approve, insurance does not apply to. maps, shop drawings. opinions, "Bodily injury", "property damage" or reports, surveys, field orders, "personal and advertising injury" change orders, designs or arising out of the rendering of. or the drawings and specifications; or failure to render; any professional (b) Supervisory, inspection, architectural, engineering or surveying architectural or engineering services, including: activities. Form SS00080405 Page 13 of 24 BUSINESS LIABILITY COVERAGE FORM (a) The preparing, approving, or This General Aggregate limit does not failure to prepare or approve, apply to "property damage" to premises maps, shop drawings, opinions, while rented to you or temporarily reports, surveys, field orders, occupied by you with permission of the change orders, designs or owner, arising out of fire, lightning or drawings and specifications; or explosion. (b) Supervisory inspection. 3. Each Occurrence Limit architectural or engineering Subject to 2.a. or 2.b above, whichever activities. applies, the most we will pay for the sum of all The limits of insurance that apply to additional damages because of all "bodily injury", insureds are described in Section D. — Limits "property damage" and medical expenses Of Insurance. arising out of any one "occurrence" is the How this insurance applies when other Liability and Medical Expenses Limit shown in insurance is available to an additional insured the Declarations. is described in the Other Insurance Condition The most we will pay for all medical expenses in Section E. — Liability And Medical Expenses because of "bodily injury" sustained by any General Conditions. one person is the Medical Expenses Limit No person or organization is an insured with shown in the Declarations respect to the conduct of any current or past 4. Personal And Advertising Injury Limit partnership, joint venture or limited liability Subject to 2.b. above, the most we will pay for company that is not shown as a Named Insured in the sum of all damages because of all the Declarations. "personal and advertising injury" sustained by D. LIABILITY AND MEDICAL EXPENSES any one person or organization is the Personal LIMITS OF INSURANCE and Advertising Injury Limit shown in the Declarations. 1. The Most We Will Pay 5. Damage To Premises Rented To You Limit The Limits of Insurance shown in the Declarations and the rules below fix the most The Damage To Premises Rented To You we will pay regardless of the number of Limit is the most we will pay under Business Liability Coverage for damages because of a. Insureds. "property damage"to any one premises, while b. Claims made or"suits" brought: or rented to you, or in the case of damage by fire, c. Persons or organizations making claims or lightning or explosion, while rented to you or bringing"suits". temporarily occupied by you with permission of 2. Aggregate Limits the owner. The most we will pay for In the case of damage by fire. lightning or explosion, the Damage to Premises Rented To a. Damages because of "bodily injury" and You Limit applies to all damage proximately "property damage" included in the caused by the same event. whether such "products-completed operations hazard" is damage results from fire, lightning or explosion the Products-Completed Operations or any combination of these Aggregate Limit shown in the Declarations 6. How Limits Apply To Additional Insureds b. Damages because of all other "bodily The most we will pay on behalf of a person or injury", "property damage" or "personal organization who is an additional insured and advertising injury", including medical under this Coverage Part is the lesser of: expenses, is the General Aggregate Limit a. The limits of insurance specified in a shown in the Declarations written contract, written agreement or This General Aggregate Limit applies permit issued by a state or political separately to each of your "locations" subdivision; or owned by or rented to you. b. The Limits of Insurance shown in the "Location" means premises involving the Declarations. same or connecting lots, or premises Such amount shall be a part of and not in whose connection is interrupted only by a addition to the Limits of Insurance shown in street, roadway or right-of-way of a the Declarations and described in this Section. railroad. Page 14 of 24 Form SS 00 08 04 05 AMENDMENT NO. 1 PROFESSIONAL SERVICES AGREEMENT for Parking Management Support Services between City of Seal Beach 211 - 8th Street Seal Beach, CA 90740 Dixon Resources Unlimited 3639 Midway Drive Suite B345 San Diego, CA 92110 (213) 7.16-6933 This Amendment No. 1, dated October 23, 2023, amends that certain Professional Services Agreement ("Agreement") dated June 14, 2021, by and between the City of Seal Beach ("City"), a California charter city, and Dixon Resources Unlimited ("Consultant"), a California corporation. RECITALS A. City and Consultant are parties to the Agreement pursuant to which Contractor provides parking management support services for compensation in the not - to -exceed amount of $3,750 per month for 36 months, or a total not -to -exceed amount of $45,000 per year and a total not -to -exceed amount of $135,000 for the three-year term. B. City and Consultant wish to amend the Agreement, by this Amendment No. 1, for Consultant to provide additional parking services and to increase Consultant's compensation for such additional services by a total of $25,650, or a not -to -exceed amount of $6,600 per month, for the remaining nine months of the Term, as provided herein. 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 1.0 (Scope of Services) of this Agreement is hereby amended to add Subsection 1.1.1 to read as follows: "1.1.1 For the remaining nine months of the third year of the Original Term extending from October 1, 2023 to and including June 30, 2024 ("Remaining Term"), Consultant shall provide the Services (Exhibit A) and those additional services set forth in the attached Exhibit A-1 (Dixon Resources Unlimited Change Order Request for Expanded Parking Management Support Services, dated September 14, 2023), which are hereby incorporated by this reference. To the extent there is any conflict between Exhibit A, Exhibit A-1, the Agreement dated June 14, 2021, and Amendment No. 1, Amendment No. 1 shall control." Section 2. Section 3.0 (Consultant's Compensation) of this Agreement is hereby amended in its entirety to read as follows: "3.0 Consultant's Compensation 3.1 For the first 27 months of the Term, extending from the Effective Date through and including September 30, 2023, City will pay Consultant in accordance with the rates shown on the Option #1 cost proposal" set forth on pages 2-3 of Exhibit A for flat -rate Services at a rate of $3,750 per month. In no event will the City pay more than $45,000 per year or $101,250 for said 27 months. 3.2 For the Remaining Term (as defined in Subsection 1.1.1), City will pay Consultant in accordance with the hourly rates shown on the fee schedule as set for in Exhibit A for Services, and Exhibit A-1 for Additional Services, but in no event will the City pay more than the total not -to -exceed amount of $6,600 per 2 month or the total not -to -exceed amount of $59,400 for the Remaining Term, and a total not -to -exceed amount of $160,650 for the three-year term. 3.3 Any additional work authorized by the City pursuant to Section 1.4 will be compensated in accordance with the fee schedules set forth in Exhibit A and Exhibit A-1 and shall not exceed the amount approved by the City Council at the time of the award." Section 3. All references to the term "Agreement" throughout Sections 1.0 through 34.0, inclusive, of the Agreement are hereby modified to also include this Amendment' No. 1 dated October 9, 2023, as if all those terms are fully set forth therein. Section 4. Except as expressly modified or supplemented by this Amendment No. 1, all other provisions of the Agreement shall remain unaltered and in full force and effect. In the event of a conflict between the provisions of this Amendment No. 1 and the provisions of the Agreement, the provisions of this Amendment No. 1 shall control. Section 5. The persons executing this Amendment No. 1 on behalf of Consultant each warrant that he or she is each duly 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. 3 IN WITNESS WHEREOF, the parties hereto have caused this Amendment No. 1 to be executed and attested by their proper officers thereunto: CITY OF SEAL BEACH By: Attest 13 Approved as to Form: By: Nicholas Ghirelli, City Attorney 4 CONSULTANT: DIXON RESOURCES UNLIMITEE a California corporation By: Name: Julie Dixon Its: President By: Name: Its: (Please note, two signatures required for corporations under Corp. Code §313, unless corporate documents authorize only one person to sign this Agreement on behalf of the corporation.) EXHIBIT A-9 FOR AMENDMENT NO. 9 — CONSULTANT's Additional Services IDixon Resources Unlimited Change Order Request for Expanded Parking Management Support Services, dated September 14, 2023] RESOURCES UNLIMITED Change Order Request for Expanded Parking Management Support Services To: Michael Henderson, Police Chief From: Dixon Resources Unlimited Date: September 14, 2023 Subject: Change Order Request for Expanded Parking Management Support Services for the City of Seal Beach Change Order Request Dixon Resources Unlimited (DIXON) has continued to provide parking consultant services to the City of Seal Beach (City) since 2017. DIXON has received direction from the Citizen -Council Parking Advisory Ad Hoc Committee for additional services and we have prepared this Change Order to expand the project scope of work and request additional funding to provide support for the following services, including but not limited to, assisting with the City's Coastal Development Permit Application, community outreach, coordinating stakeholder engagement and associated on-site meetings, and additional data analysis. Due to the expanded scope of work and increased on-site requirements, DIXON is requesting a one-time budget increase of $25,650 to accommodate an increase of $2,850 per month to the current program management monthly flat -rate fee. The expanded scope of work is detailed below: Parking Management Support Services DIXON will work at the City's direction to provide parking management support to optimize and maintain the City's parking operation. Services may include, but are not limited, to the following areas: paid parking, enforcement optimization, permit management, occupancy, contract review, vendor management, Coastal Development Permit development and application support, stakeholder engagement, community outreach, presentation development support, attendance at Citizen -Council Parking Advisory Ad Hoc Committee meetings, marketing support, revenue reconciliation, and other parking management impacts that may arise throughout the City. DIXON will work as directed by the City to support the parking operation. Possible deliverables may include, but are not limited to the following: 1. Coastal Development Permit Support — DIXON will support and coordinate the development and application for a Coastal Development Permit (CDP) with the California Coastal Commission, to adjust paid parking and permit rates. DIXON will compile a comprehensive package to submit to the Commission and support the City through the approval process. Page 1 of 3 1 City of Seal Beach — Proposal for Parking Management Support Services DDIVII 13N RESOURCES UNLIMITED Monthly Reports/Rapid LPR Report — DIXON will continue to provide comprehensive reports to the City as desired. This includes occupancy reports utilizing LPR analysis. DIXON's Rapid LPR Report leverages your existing mobile LPR data without the use of designated routes. Rather than invest in dedicated data collection methods, we will utilize the information that is already available to you. DIXON will convert your existing LPR data and create exportable dashboards that will reflect up-to-date parking conditions for any target area. We will provide visualizations of parking occupancy and turnover so you can remain smart and adaptive for important policy decisions. The tool can also monitor parking enforcement efficiency and optimize enforcement resources by identifying locations that may require additional monitoring. Rapid LPR Reports can include: - Monthly report of average occupancy rate by block, by day of the week, and by time of day (table & graphical data representations) - Monthly turnover rate by total number observed, length of stay, and time of day (table & graphical data representations) Parking Advisory Ad Hoc Committee Support including Stakeholder Engagement and Public Outreach Support - DIXON will support the City's ongoing public outreach efforts in coordination with and as directed by the Citizen -Council Parking Advisory Ad Hoc Committee. Support may include, but is not limited to, development of presentation and marketing materials, community outreach including Old Town surveys, and facilitation of on-site community meetings. 4. Additional Services -DIXON will work with the City to support additional services as identified, such as contract review and vendor management. Support terms will be mutually agreed upon between both parties. DIXON will work at the City's direction to continue to provide parking management support services to address the City's evolving priorities and ongoing needs. Julie Dixon, President, will serve as the main point of contact/project manager for the City and will be directly assisted by other DIXON project support staff as required. Julie will be responsible for community outreach, stakeholder engagement, and direct involvement with the City. Page 2 of 3 1 City of Seal Beach — Proposal for Parking Management Support Services RESOURCES UNLIMITED Proposed Budget Adjustment DIXON requests a budget adjustment of $25,650 to accommodate an increase of $2,850 per month to the current program management model flat -monthly fee, for a total monthly cost of $6,600 per month during the remaining nine (9) months of the contract term. The program management model is both inclusive and adaptive and will continue to provide the City with the direct support needed to ensure an efficient and optimized parking operation, especially for the long term. The rates presented below are inclusive for performing the services necessary to accomplish the City's objectives, and they incorporate all DIXON staff costs and any travel/incidental expenses required to produce the deliverables under the contract. The City will be invoiced monthly at one consistent flat monthly rate. We have supported enough similar projects to understand the labor required to support your initial, ongoing, and developing needs. This approach allows for flexibility, optimization, and convenience regardless of the phase or task. Page 3 of 3 1 City of Seal Beach — Proposal for Parking Management Support Services Minutes of Directors' Meeting The directors of DIXON RESOURCES UNLIMITED, INC., a California corporation, held an annual meeting on May 3, 2016 at 4016 Coronado Ave, San Diego, CA. The meeting began at 5:OOPM and ended at 5:3OPM. 1. Notice A copy of the notice of the meeting was not sent to directors. NOTICE NOT REQUIRED ONLY ONE SHAREHOLDER 2. Quorum The following person, constituting a quorum, was present in person or by proxy: JULIANNE DIXON 3. Actions Taken The minutes of the annual shareholder's meeting held on December 30, 2015 were approved, and the shareholder took the following actions: • Authorized the President of DIXON RESOURCES UNLIMITED (Julianne Dixon). to enter into any contract or execute any instrument in the name of and on behalf of the corporation. • Amended the Principal Executive Office location to 3639 Midway Drive, Suite B345, City of San Diegoounty of San Diego, State of California. Dated: JULIANNE DIXON " Secretary of DIXON RESOURCES UNLIMITED, INC.,. a California corporation D)T XONi RESOURCES UNLIMITED Change Order Request for Expanded Parking Management Support Services To: Michael Henderson, Police Chief From: Dixon Resources Unlimited Date: September 14, 2023 Subject: Change Order Request for Expanded Parking Management Support Services for the City of Seal Beach Change Order Request Dixon Resources Unlimited (DIXON) has continued to provide parking consultant services to the City of Seal Beach (City) since 2017. DIXON has received direction from the Citizen -Council Parking Advisory Ad Hoc Committee for additional services and we have prepared this Change Order to expand the project scope of work and request additional funding to provide support for the following services, including but not limited to, assisting with the City's Coastal Development Permit Application, community outreach, coordinating stakeholder engagement and associated on-site meetings, and additional data analysis. Due to the expanded scope of work and increased on-site requirements, DIXON is requesting a one-time budget increase of $25,650 to accommodate an increase of $2,850 per month to the current program management monthly flat -rate fee. The expanded scope of work is detailed below:. Parking Management Support Services DIXON will work at the City's direction to provide parking management support to optimize and maintain the City's parking operation. Services may include, but are not limited, to the following areas: paid parking, enforcement optimization, permit management, occupancy, contract review, vendor management, Coastal Development Permit development and application support, stakeholder engagement, community outreach, presentation development support, attendance at Citizen -Council Parking Advisory Ad Hoc Committee meetings, marketing support, revenue reconciliation, and other parking management impacts that may arise throughout the City. DIXON will work as directed by the City to support the parking operation. Possible deliverables may include, but are not limited to the following: 1. Coastal Development Permit Support — DIXON will support and coordinate the development and application for a Coastal Development Permit (CDP) with the California Coastal Commission, to adjust paid parking and permit rates. DIXON will compile a comprehensive package to submit to the Commission and support the City through the approval process. Page 1 of 3 1 City of Seal Beach — Proposal for Parking Management Support Services IX, NN, RESOURCES UNLIMITED 2. Monthly Reports/Rapid LPIR.-Repoft—DIXON will.contiriu&-to,provide comprehensive reports-, to ffie City asxclesi'r0d.Thi is4iffffides�o.qgu'pancy reports utili2ing LPR analysis..DIXON's'Rapid'LPR Report leverages,. Qur existihg.,.mobi]6,.LPR-,,data Vith'06i-ihe'use ofdesignated, routes. Rather than invest in dpdicated data cojIq0ipn m tbO� wewill iIF;utili2e the information -that isjiplready , available to you. DIXON will convert y9ur , ex I i . st . i'ng- LPR-clat a and create exportable dashboards, that,will reflect up -.to -date parking conditions for any target area. We will provide visualizations of,parking--occupan-, cyan4hturnoveir so.,you can. remain main smart and adaptive for importantpolicy decisions. -The tool 6anols'& miohitorpa­rr;'g�enfac,em6h t'bffiCi6ricy and optirnizeLenforc6m e n- t resource's bv'ide-ntifyin,g,lgcati'onszth.a',t rTWrequire'adclitiohal monitoring. Rapid LP.R Reports tarn include? - Monthly repqrt:df average occupancy rate by block, by day of the week, and by time of d'ay.,,,,.(tabIe & graphical data representations) - Mon, thly.furriciver rate.by,totaI.nu*mherobserved, length of stay, and time of day (tAlb-'k,gr'aphifbal data representations) 3. Parking Advisory Ad Hoc Comm ittee.,S'u D Dort including Stakeholder Enaaaern6rit and Public tt. Outreach' h` 'bli each elfofts in will support t � e,,Cit $:'ong&hg pu ic ou--- y t 'd nation with anq..as directeo;bpthe Citizen -Council' HocCd oor i. I Committee.: 'Support_ may. include, but, is not limited to,. development of presentation .,and'. marketing ,materials, community outreach incl6ding 'Oldl–Towin surveys, and facilitation of bnm,,site community -meetings. 4. Additional Services - DIXON will work Vith-thq City to supportidentified, additional servicesas ide e such ascontract review and vencloq,, , phagpment. Suppontterms will be mutually agreed upon between both -parties. DIXON' will work at the City's dirbbtion, to. -::'continue to .provide parking management support qrt services,to,'acldress�­the City's �emo Ivi ng.pri briti es ,,,and ongoing needs. Julie. Dixon, President, will serve as the rridin point of contact/project manager for the. City Arid will be directly assisted i . sted by,,othor bIXdN projec uppqrt staff -as rqquirecl-.: Julie will be responsiblb,&r commun, ity-outreach,,,stakdholder en, gagern,,pte, qr) - 0,;,,cirect involvement with the City. .,Page .2- of'3 :1 -'City,, of§ea 1,13 -R- k* Van each,' B' o Par, in, g qq ,port.5ervices JPW! gement Sup E Q"a )NEX1, RESOURCES UNLIMITED Proposed Bu49qt,AdJystmen,t DIXON bud etcU stol nt of,, an increase of $2,85.0 per njnhthtoth��curn�n� �rrann man ' men, mpoi fee,foratota| [nonthk/cnstof $6'—per month during _the remaining ninofth&contractterm. The pro­gra�n manbgement,rq, odel is both incldsiVeoh -,-adaptive and will continue to provide -the. itient Cit with -the direct y ,p= e�r^�~^, = term -The rates preseqi-�A* bel'�� are inclusive for,perforrhing.-the services necessary ouuccump/ignthe Ci4/sou8pcu tray~I�ihcidental-e�.pehses required.." , rables under the contract. The CitV will �. be -%invoiced monthly at one consistent flat monthtly ilar Tojects to und d�h | bo �� red ' initial, nRh d d | ' 'q Have supported -enough ' This approach allows for flexioi|itV�-�6ii2atio;\convenienceregardless ofthe phase ortask. ' ' Pa 3Vf3 | - ofSeal Beach �`, , ' ` ` ` sPrikift Man. agernemtSupport Services . .' � 7 QP ACORE0 CERTIFICATE OF LIABILITY INSURANCE `-� DATE(MM/DD/YYYY) 9/12/2023 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(les) must have ADDITIONAL INSURED provisions or be endorsed. If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy, certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). PRODUCER Burnham WGB Insurance Solutions CA Insurance License OF69771 15901 Red Hill Avenue CONTACT NAME: Kaylee Crowe A CNNo Ext : 714-505-7000 a No): 714-573-1770 ADDRESS: karlee@wgbib.com Tustin CA 92780 INSURERS AFFORDING COVERAGE NAIC # INSURERA: Sentinel Insurance Company, Lt 11000 INSURED DIXON-1 Dixon Resources Unlimited INSURER B: Chubb Group of Ins. Companies 20281 INSURER C: Hartford Accident and Indemnit 22357 Julie Dixon INSURER D: California Automobile Insuranc 38342 3639 Midway Drive Ste 8345 San Diego CA 92110 INSURER E : INSURER F: COVERAGES CERTIFICATE NUM13ER: 14511939134 RFVISInN MI IMRFR- 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 TYPEOFINSURANCE ADDL IND SUER WVD POLICYNUMBER POLICY EFF MMIDD POLICY EXP MMIDD LIMITS A X COMMERCIAL GENERAL LIABILITY 72SBAAN5235 12/17/2022 12/17/2023 EACH OCCURRENCE $2,000,000 CLAIMS-MADEFRI OCCUR DAMAGE TO RENTED ccurrence $ 1,000,000 PREMISES Ea occurrence) MED EXP (Any one person) $ 10,000 PERSONAL & ADV INJURY $ 2,000,000 GEN'L AGGREGATE LIMIT APPLIES PER: GENERAL AGGREGATE $ 4,000,000 X POLICY PRO - LOC PRODUCTS - COMP/OP AGG $ 4,000,000 $ OTHER: D AUTOMOBILE LIABILITY BA040000036675 9/15/2023 9/15/2024 COEa acMINED SINGLE LIMIT $ 1,000,000 Bcident BODILY INJURY (Per person) $ ANY AUTO IAUTOS OWNED XSCHEDULED AUTOS ONLY AUTOS BODILY INJURY (Per accident) $ X HIRED X NON -OWNED ONLY AUTOS ONLY PROPER N DAMAGE $ Per accident A X UMBRELLA LIAB X OCCUR 72SBAAN5235 12/17/2022 12/17/2023 EACH OCCURRENCE $1,000,000 AGGREGATE $ 1,000,000 EXCESS LIAB CLAIMS -MADE DED X RETENTION$ $ C WORKERS COMPENSATION AND EMPLOYERS' LIABILITY Y / N ANYPROPRIETORIPARTNERIEXECUTIVE❑ 72WECGI4348 12/17/2022 12/17/2023 X I PER OTH- STATUTE ER E.L. EACH ACCIDENT $ 1,000,000 OFFICER/MEMBER EXCLUDED? N / A E.L. DISEASE- EA EMPLOYEE $ 1,000,000 (Mandatory in NH) If yes, describe under DESCRIPTION OF OPERATIONS below E.L. DISEASE - POLICY LIMIT $ 1,000,000 B Professional Liability D95750114 12/17/2022 12/17/2023 Aggregate Limit $2,000,000 Each Claim $2,000,000 Deductible $2,500 DESCRIPTION OF OPERATIONS/ LOCATIONS /VEHICLES (ACORD 101, Additional Remarks Schedule, maybe attached if more space Is required) City of Seal Beach its directors, officials, officers, employees, agents, and volunteer are named as additional insured on the General Liability per attached SS00080405 as required by written contract subject to the terms and conditions of the policy. Primary and Non -Contributory applies on the General Liability per attached SS00080405 Cancellation wording applies per attached SS1223 06 11 and E01208 03 13 CERTIFICATE HOLDER CANCELLATION ©1988-2015 ACORD CORPORATION. All rights reserved. ACORD 25 (2016/03) The ACORD name and logo are registered marks of ACORD SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. City of Seal Beach 211 8th Street AUTHORIZED REPRESENTATIVE Seal Beach CA 90740 ©1988-2015 ACORD CORPORATION. All rights reserved. ACORD 25 (2016/03) The ACORD name and logo are registered marks of ACORD Policy Number.: 72SBAAN5235 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. NOTICE OF CANCELLATION TO CERTIFICATE HOLDER(S) This policy is subject to the following additional Conditions: A. If this policy is cancelled by the Company, other than for non-payment of premium, notice of such cancellation will be provided at least thirty (30) days in advance of the cancellation effective date to the certificate holder(s) with mailing addresses on file with the agent of record or the Company. B. If this policy is cancelled by the company for non- payment of premium, or by the insured, notice of such cancellation will be provided within ten (10) days of the cancellation effective date to the certificate holder(s) with mailing addresses on file with the agent of record or the'Company. If notice is mailed, proof of mailing to the last known mailing address of the certificate holder(s) on file with the agent of record or the Company will be sufficient proof of notice. Any notification rights provided by this endorsement apply only to active certificate holder(s) who were issued a certificate of insurance applicable to this policy's term. Failure to provide such notice to the certificate holder(s) will not amend or extend the date the cancellation becomes effective, nor will it negate cancellation of the policy. Failure to send notice shall impose no liability of any kind upon the Company or its agents or representatives. Form SS 12 23 06 11 Page 1 of 1 © 2011, The Hartford Policy Number: 72SBAAN5235 (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 vire will be entitled to the insured's rights against all those other insurers. BUSINESS LIABILITY COVERAGE FORM When this insurance is- excess over other insurance, we will pay only our share of the amount of the loss, if any, that exceeds the sum of: (1') The total amount that all such other insurance would pay for the loss in the absence of this insurance; and (2) The total of all deductible and self- insured amounts under all that other insurance. We will share the remaining loss, if any, with any other insurance that is not described in this Excess Insurance provision and was not bought specifically to apply in excess of the Limits of Insurance shown in the Declarations of this Coverage Part. c. Method Of Sharing If all the other insurance permits contribution by equal shares, we will follow this method also. Under this approach, each insurer contributes equal amounts until it has paid its applicable limit of insurance or none .of the loss remains, whichever comes first. If any of the other insurance does not permit contribution by equal shares, we will contribute by limits. Under this method, each insurer's share is based on the ratio of its applicable limit of insurance to the total applicable limits of insurance of all insurers. 8. Transfer Of Rights Of Recovery Against Others To Us a. Transfer Of Rights Of Recovery If the insured has rights to recover all or part of any payment, including Supplementary Payments, we have made under this Coverage Part, those rights are transferred to us. The insured must do nothing after loss to impair them. At our request, the insured will bring "suit" or transfer those rights to us and help us enforce them. This condition does not apply to Medical Expenses Coverage. b. Waiver Of Rights Of Recovery (Waiver Of Subrogation) If the insured has waived any rights of recovery against any person or organization for all or part of any payment, including Supplementary Payments, we have made under this Coverage Part, we also waive that right, provided the insured waived their rights of recovery against such person or organization in a contract, agreement or permit that was executed prior to the, injury or damage. Form SS 00 O8 04 05 Page 17 of 24 BUSINESS. LIABILITY COVERAGE FORM 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 ofany insured, 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 Lavas Toa 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 lawnr 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. G. 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 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 ofcers" 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. Page 10 .of 24 Policy Number: 72SBAAN5235 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 youare a limited liabilitycompany), but only'for acts within the scope of their employment by you, or while performing :duties related to the conduct of -.your business. Honrever; none of these ".employees" or " volunteerworkers" are insureds for: - "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 tothe 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, ('f)(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 ia 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 (i3} does not apply to any nurse, emergency medical technician or paramedic employed by you to provide•such services. (2} "Property damage" to: property.: (a), Owned, occupied -or used by, Form SS 00 08 04 05 (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 underthis 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 f6r its termination, or upon the exhaustion of its limits of insurance. 3. Newly Acquired Or Formed Organization Any organization you newly acquire or form, other than a partnership,, joint venture :or limited liability company, and over which you maintain financial interest.of more than 50% of the voting stock, will qualify as a Named Insured if 'there: is no other similar insurance available to that organization. However:. a. 'Coverage under this provision. is afforded only .until the 180th day after you acquire or -form. the organization or the end of the policy period, whichever is earlier; and BUSINESS LIABILITY COVERAGE FORM b. Coverage under this provision does not apply to: ,(1) "Bodily injury" .or. "property damage" that occurred.; or (2) "Personal and advertising injury" arising out of,an offense:committed before you acquired or formed .the organization. 4. Operator Of Mobile Equipment With respect to "mobile equipment" registered :in your name under any motor vehicle. registration law, any person is, an insured. while. drivirig 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 outof the operation .ofthe equipmerit,.and only if no other insurance -of any land 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; o"r 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. S. Operator of Nonowned Watercraft With respect to watercrafit,you do not own that is less than 51' fleet long :and',is 'not being used to carry, persons for a charge, .any person is. an insured while: operating such watercraft with your permission. Any other person or :organization responsible for the conduct of such person is also, an insured, but only with respect to liability ,arising out of the operation of the watercraft, and only .if no other, insurance of any kind is available to that person or organization for this liability. However, no person :or organization is an insured with respect to: a. "Bodily .injury" 'to a co"employee" -of the person operating the watercraft; or b. "Property damage" to propeity owned :by, rented to, in the charge. of or :occupied -by you -or the, employer of`any person who is an insured under this provision. 6. .Additional Insureds When Required By Written Contract, Written Agreement Or Permit The person(s)` or organizations) identified ;in Paragraphs• a. through f. below are additional insureds when you have agreed,, in a. written Form SS 00 08 04 06 Page 111 of 24 BUSINESS. LIABILITY cOVERAGE FORM. contract, written agreement or because of a permit issued by a state or political subdivision, that such person or organization be added as :,an additional insured on your policy, provided the injury .or damage occurs subsequent to the execution of the contract or agreement, or the issuance of the permit. A person. or organization is an additional insured ;under this provision only for that period of time 'required by the contract,. agreerhent or permit. However, no.such person or.organization is an additional insured. under this provision if =such person ,or, organization is included as an additional insured by an endorsement issued by us and made a part of1his Coverage Part, including all persons. or organizations added as additional insureds under the specific additional insured coverage grants in Section F. — Optional Additional Insured Coverages. a. Vendors Any person(s) or organizations) (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 paydamages 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 contractor agreement; (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 fhe 'vendoYs premises in connection with the sale of the product; (g) Products ,which, after 'distribution c r sale by you, have been labeled or relabeled or used asa container, part.or ingredient of any other thing or substance_ by ,or for the vendor; -or (h) "Bodily injury" or "property damage arising `out of the, sole negligence of the vendor for its own acts nor :omissions ,or those of Its employees or .anyone else acting on '.its, behalf_ However this explusion1 does not apply to - The exceptions contained in Subparagraphs (d) ,or;(t),; :or (ii) :Such inspections, adjustments; tests,or ser icing as. -the vendor has agreed to make or normally undertakes to make in the usual courseof 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 nr- containing such products. b. Lessors Of Equipment (b), Any express warranty (1) Any person -or organization from unauthorized by you; whom you lease equipment;, but only with respect -Ab their liability for "bodily (c) Any physical or chemical change injury", "property damage" or in the product made intentionally "personal and advertising injury" by .the vendor;. caused, in, whole or in: part, by your (d) Repackaging, except when maintenance, operation _or use of unpacked solely for the purpose of equipment leased :to: you, by such inspection, demonstration, testing,. person or organization. or the substitution of parts under instructions from the manufacturer, and then repackaged in the; original container; Page 12 .of 24 Form SS 00 08 04 06 (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 ownerships maintenance or use .of that part of the land or premises (eased to�you. (2) With respect to the insurance afforded to these additional insureds, this insurance does not.applyto: (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 advertisinginjury" 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 theseadditional insureds, the following additional exclusion applies: This insurance does not :apply to "bodily injury ,, it, damage" .or "personal and advertising injury" arising o.ut..of the rendering of or the failure to render any professional services by or for you, including: (a) The preparing, approving, or failure to prepare or approve, maps, shop drawings, opinions, reports, surveys, field orders, change orders, designs or drawings and specifications; or (b). Supervisory, inspection, architectural or engineering activities. BUSINESS LIABILITY. COVERAGE FORM e. Permits Issued By State Or Political Subdivisions (1)' Any state -or political subdivision; but only with respect to operations performed by you or ori your behalf for which the state or. political subdivision has issued:a permit. (2) With respect to the insurance :afforded to these additional insureds; this insurance does not apply,to: (a) "Bodily injury";, "property damage" or "personal :and advertising injury" arising. out of operations performed :for the. state or municipality; oi` (b) "Bodily injury".or "property damage" included_ within the "pcoducts- completed operations. hazard.. f. Any Other Party (1) Any other person or organization who is. not:.an :insured under -Paragraphs a. through e. above, but only with respect .to liability for "bodily injury", "property damage" or "personal and advertising injury" caused, in whole or in: part, by your acts or omissions or the acts; or omissions .of those acting on your :behalf: (a) In the performance of your ongoing operations; (b) In connection With your premises owned by or rentedtoyou; or (c) In connection with "yourworl!' and included within the "products - completed operations hazard'; but only.if, (i) The written contract or written agreement requires .you .to providesuch coverage, to such additional insured; and (ii) This Coverage Part provides coverage for "bodily injury" or "properly :damage" included- within ncludedwithin the "products - completed operaticinsbazard (2) With respect .to. the insurance. afforded to these additional insureds, this insurance does -not apply to: "Bodily injury";. "property .damage" or: "personal and advertising injury" arising out of the rendering :of, 4,or :the failure- to, render, any, professional architectural, engineering or surveyitig services,. including: Form SS 00 08 04 05 Page 13` of 24 BUSINESS. LIABILITY COVERAGE FORM (a) The preparing, approving, or failure to prepare or approve, maps, shop drawings, opinions,. reports, surveys, field orders, change orders, designs or drawings -and specifications; or (b) -Supervisory, inspection,, architectural or engineering. activities. The limits of insurance- that. apply to, additional insureds .are described in 'Section D. - Limits Of Insurance. How this insurance applies: when other insurance .is available to an additional insured is described rin the Other Insurance Condition in Section E. - Liability And Medical Expenses General''Condition& No person or organization is an insured with respect to the conductof any currentor 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 is the Declarations and the rules below fix the most wewill pay regardless of,the number of.- a. f: a. :Insureds; b. Claims made or"suits" brought; or c. Persons or organizations making claims or bringing "suits". 2. Aggregate Limits The most we will pay for: a. Damages because of "bodily 'injury" and "property damage included in the. "products -completed operations hazard" is the Products -Completed Operations Aggregate Limit shown in the 'Declarations. b. Damages because, of all other "bodily injury",. "property damage" or "personal and advertising injury",, 'including medical expenses, is the General Aggregate Limit shown,in the Declarations. This General Aggregate .Limit applies separately toeach of your "locations' owned by or rentedto,youu_ "Location" means premises involving the same or connecting lots, or premises whose connection is interrupted only by a street, roadway or right-of-way of -a railroad. Page 14 of 14 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, lig!9. or explosion. 3. Each Occurrence Limit Subject to 2.a.. or 2:b above, whichever applies, the most We,,will pay for -the sum -6,f'011 damages because of ali "bodily Injury",. "property damage" and medical expenses arising out of 'any one "occurrence" 'is the Liability and Medical Expenses Limit shown ',in theDeclarations The .most wewill pay'for all ,rnedical expenses because -,of "bodily injurysustained 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. 6. 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 dr explosion, while rented .to Ko'u or temporarily occupied by you with ,permission of the. owner.. In the case .of damage by fre, 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 for explosion or any combination ofthese. 6. Hover Limits, Apply To Additional Insureds. The most we. Will pay .on, behalf of a person or organization who, is an additional insured underthis Coverage. Part is the lesser of.,.' a. The limits of insurance -specified in a written contract, written agreement or permit issued by a state or political subdivision; or b. The Limits of Insurance -shown in the Declarations. Such amount shall be a, part of and not 'in addition to the Limits of insurance shown in the Declarations'and described in this Section. Form SS 00 08 04 05 PROFESSIONAL SERVICES AGREEMENT between City of Seal Beach 211 8th Street Seal Beach, CA 90740 "Iro Dixon Resources Unlimited 3639 Midway Drive Suite B345 San Diego, CA 92110 213-716-6933 This Professional Service Agreement ("the Agreement") is made as of June 14 2021 (the "Effective Date"), by and between Dixon Resources Unlimited ("Consultant"), a California Corporation, and the City of Seal Beach ("City"), a California charter city, (collectively, "the Parties"). S7296 -000112500342v 1. doc RECITALS A. City desires certain professional services. B. Consultant represents that it is qualified and able to provide City with such services. NOW THEREFORE, in consideration of the Parties' performance of the promises, covenants, and conditions stated herein, the Parties hereto agree as follows. AGREEMENT 1.0 Scope of Services 1.1. Consultant shall provide those services ("Services") set forth in the Consultant's Proposal, attached hereto as Exhibit A. 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 of 36 months (3 years) unless previously terminated as provided by this Agreement. 3.0 Consultant's Compensation 3.1. City will pay Consultant in accordance with the rates shown on the "Option #1 cost proposal set forth on pages 2-3 of Exhibit A for flat -rate Services at a rate of $3,750 per month for 36 months. In no event will the City pay more than 45,000 per year or $135,000 for the three year term of this Agreement. Any additional work authorized by the City pursuant to Section 1.4 will be 2of18 S7296-0001 \2500342v1.doc compensated in accordance with the fee schedule set forth in Exhibit A the event of any conflict or inconsistency between Exhibit A and this section, the terms of this section shall prevail. 3.2. Any additional work authorized by the City pursuant to Section 1.5 will be compensated in accordance with the fee schedule set forth in Exhibit A or as otherwise agreed to by the Parties in writing. 4.0 Method of Payment 4.1. Consultant shall submit to City monthly invoices for all services rendered pursuant to this Agreement. Such invoices shall be submitted within 15 days of the end of the month during which the services were rendered and shall describe in detail the services rendered during the period, the days worked, number of hours worked, the hourly rates charged, and the services performed for each day in the period. City will pay Consultant within 30 days of receiving Consultant's invoice. City will not withhold any applicable federal or state payroll and other required taxes, or other authorized deductions from payments made to Consultant. 4.2. Upon 24-hour notice from City, Consultant shall allow City or City's agents or representatives to inspect at Consultant's offices during reasonable business hours all records, invoices, time cards, cost control sheets and other records maintained by Consultant in connection with this Agreement. City's rights under this Section 4.2 shall survive for four (4) years following the termination of this Agreement. 5.0 Termination 5.1. This Agreement may be terminated by City, without cause, or by Consultant based on reasonable cause, upon giving the other party written notice thereof not less than 30 days prior to the date of termination. 5.2. This Agreement may be terminated by City upon 10 days' notice to Consultant if Consultant fails to provide satisfactory evidence of renewal or replacement of comprehensive general liability insurance as required by this Agreement at least 20 days before the expiration date of the previous policy. 6.0 Party Representatives 6.1. Jill Ingram, City Manager, is the City's representative for purposes of this Agreement. 6.2. Julie Dixon is the Consultant's primary representative for the purpose of this Agreement. 3of18 S7296-000112500342v1.doc 7.0 Notices 7.1. All notices permitted or required under this Agreement shall be deemed made when personally delivered or when mailed 48 hours after deposit in the United States Mail, first class postage prepaid and addressed to the party at the following addresses: To City: City of Seal Beach 211 8th Street Seal Beach, California 90740 Attn: City Manager To Consultant: Dixon Resources Unlimited 3639 Midway Drive Suite B345 San Diego, California 92110 Attn: Julie Dixon Actual notice shall be deemed adequate notice on the date actual notice occurred, regardless of the method of service. 8.0 Personnel 8.1 Consultants represents that it has, or shall secure, at its own expense, all personnel required to perform the Services under this Agreement. Any person who performs any Services shall be licensed as required by law. 9.0 Independent Consultant 9.1. Consultant is an independent Consultant and not an employee of the City. All work or other Services provided pursuant to this Agreement shall be performed by Consultant or by Consultant's employees or other personnel under Consultant's supervision, and Consultant and all of Consultant's 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. Consultant will determine the means, methods, and details by which Consultant's personnel will perform the Services. Consultant shall be solely responsible for the satisfactory work performance of all personnel engaged in performing the Services and compliance with the customary professional standards. 9.2. All of Consultant's employees and other personnel performing any of the 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 and Consultant's personnel shall not supervise any of 4of18 S7296-0001\2500342v1.doc 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 personnel shall not use any City e-mail address or City telephone number in the performance of any of the Services 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 shall perform 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, 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. 9.3. Consultant shall be responsible for and pay all wages, salaries, benefits and other amounts due to Consultant's personnel in connection with their performance of any Services under this Agreement and as required by law. Consultant shall be responsible for all reports and obligations respecting such additional personnel, including, but not limited to: Social Security taxes, 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 any of its officers, employees, agents, and subconsultants 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. 9.4. Consultant shall indemnify and hold harmless City and its elected officials, officers, employees, servants, designated volunteers, and agents serving as independent Consultants in the role of City officials, from any and all liability, damages, claims, costs and expenses of any nature to the extent arising from, caused by, or relating to Consultant's personnel practices. or to the extent arising from, caused by or relating to the violation of any of the provisions of this Section 9.0. In addition to all other remedies available under law, City shall have the right to offset against the amount of any fees due to Consultant under this Agreement any amount due to City from Consultant as a result of Consultant's failure to promptly pay to City any reimbursement or indemnification arising under this Section. This duty of indemnification is in addition to Consultant's duty to 5of18 S7296-000112500342v1.doc defend, indemnify and hold harmless as set forth in any other provision of this Agreement. 9.5. The provisions of this Section 8.0 shall survive the expiration or termination of this Agreement. 10.0 Confidentiality; Publication of Documents 10.1 Consultant agrees that all data, documents, discussion, or other information developed or received by Consultant or provided for performance of this Agreement are confidential. Except as necessary performance of the Services under this Agreement, no copies, sketches, photographs, or graphs of materials, prepared pursuant to this Agreement, and no data, documents or other information developed or received by Consultant in the performance of this Agreement shall be released by Consultant to any other person or public without City's prior written authorization. City shall grant such authorization if applicable law requires disclosure. 10.2. All press releases and other information to be published in newspapers or magazines will be approved and distributed solely by City, unless otherwise provided by written agreement between the Parties. Should Consultant receive any subpoena or other court order for production or disclosure of any records, Consultant shall immediately notify City and shall cooperate with City in responding to such subpoena or court order. 10.3. Consultant's obligations under this Section shall survive the termination of this Agreement. 11.0 Subcontractors No portion of this Agreement shall be subcontracted without the prior written approval of the City. Consultant is fully responsible to City for the performance of any and all subconsultants. 12.0 PERS Compliance and Indemnification 12.1. General Requirements. The Parties acknowledge that City is a local agency member of PERS, and as such has certain pension reporting and contribution obligations to PERS on behalf of qualifying employees. Consultant agrees that, in providing its employees and any other personnel to City to perform any work or other Services under this Agreement, Consultant shall assure compliance with the Public Employees' Retirement Law, commencing at Government Code § 20000, the regulations of PERS, and the Public Employees' Pension Reform Act of 2013, as amended. Without limitation to the foregoing, Consultant shall assure compliance with regard to personnel who have active or inactive membership in PERS and to those who are retired annuitants and in performing this Agreement shall not assign or utilize any of its personnel in a 6of18 S7296 -000112500342v1. doc manner that will cause City to be in violation of the applicable retirement laws and regulations. 12.2. Indemnification. Consultant shall defend (with legal counsel approved by City, whose approval shall not be unreasonably withheld), indemnify and hold harmless City, and its City and its elected officials, officers, employees, servants, designated volunteers, and agents serving as independent Consultants in the role of City officials, from any and all liability, damages, claims, costs and expenses of any nature to the extent arising from, caused by, or relating to Consultant's violation of any provisions of this Section 10.0. This duty of indemnification is in addition to Consultant's duty to defend, indemnify and hold harmless as set forth in any other provision of this Agreement. 13.0 Confidentiality Consultant covenants that all data, documents, discussion, or other information developed or received by Consultant or provided for performance of this Agreement are deemed confidential and shall not be disclosed by Consultant without prior written authorization by City. City shall grant such authorization if applicable law requires disclosure. All City data shall be returned to City upon the termination of this Agreement. Consultant's covenant under this Section shall survive the termination of this Agreement. 14.0 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. 15.0 Safety Requirements All work performed under this Agreement shall be performed in such a manner as to provide safety to the public and to meet or exceed the safety standards outlined by CAL OSHA. The City may issue restraint or cease and desist orders to Contractor when unsafe or harmful acts are observed or reported relative to the performance of the Work. Contractor shall maintain the work sites free of hazards to persons and property resulting from its operations. Contractor shall immediately report to the City any hazardous condition noted by Contractor. Contractor shall be responsible for and shall provide and maintain all required guards, railings, lights and warning signs and shall take all precautions to avoid injury or damage to any person or property and shall protect and indemnify the City against any claim or liability arising from or based on the lack of proper safeguards or negligence whether by himself or his agents, employees or subcontractors. 7of18 S7296-000112500342v1.doc Contractor shall protect all Work, materials and equipment from damage from any cause whatsoever, and provide adequate and proper storage facilities during the progress of the Work. Contractor shall provide for the safety and good condition of all Work until final acceptance of the Work by the City and replace all damaged or defective work, materials and equipment before requesting final acceptance. Contractor shall exercise diligence to avoid damage to sprinkler piping, valves, trees, planting, turf, etc., in addition to buildings, structures, pavement, fences and footings. Any required tree branch trimming or removal shall be brought to the attention of the City promptly and will be performed by City personnel. Any damage to private property shall be repaired at the sole expense of the Contractor. 16.0 Insurance 16.1. Consultant shall not commence work under this Agreement until it has provided evidence satisfactory to the City that Consultant has secured all insurance required under this Section. Consultant shall furnish City with original certificates of insurance and endorsements effecting coverage required by this Agreement on forms satisfactory to the City. The certificates and endorsements for each insurance policy shall be signed by a person authorized by that insurer to bind coverage on its behalf, and shall be on forms provided by the City if requested. All certificates and endorsements shall be received and approved by the City before work commences. The City reserves the right to require complete, certified copies of all required insurance policies, at any time. 16.2. Consultant shall, at its expense, procure and maintain for the duration of the Agreement, insurance against claims for injuries to persons or damages to property that may arise from or in connection with the performance of this Agreement. Insurance is to be placed with insurers with a current A.M. Best's rating no less than A:VIII, licensed to do business in California, and satisfactory to the City. Coverage shall be at least as broad as the latest version of the following: (1) General Liability: Insurance Services Office Commercial General Liability coverage (occurrence form CG 0001); (2) Automobile Liability: Insurance Services Office Business Auto Coverage form number CA 0001, code 1 (any auto); and, if required by the City, (3) Professional Liability. Consultant shall maintain limits no less than: (1) General Liability: $2,000,000 per occurrence for bodily injury, personal injury and property damage and if Commercial General Liability Insurance or other form with a general aggregate limit is used, either the general aggregate limit shall apply separately to this Agreement/location or the general- aggregate limit shall be twice the required occurrence limit; (2) Automobile Liability: $1,000,000 per accident for bodily injury and property damage; and (3) Professional Liability: $1,000,000 per claim/aggregate. 8of18 S7296-0001 \2500342v1.doc 16.3. The insurance policies shall contain the following provisions, or Consultant shall provide endorsements on forms supplied or approved by the City to state: (1) coverage shall not be suspended, voided, reduced or canceled except after 30 days prior written notice by certified mail, return receipt requested, has been given to the City; (2) any failure to comply with reporting or other provisions of the policies, including breaches of warranties, shall not affect coverage provided to the City, its directors, officials, officers, (3) coverage shall be primary insurance as respects the City, its directors, officials, officers, employees, agents and volunteers, or if excess, shall stand in an unbroken chain of coverage excess of the Consultant's scheduled underlying coverage and that any insurance or self-insurance maintained by the City, its directors, officials, officers, employees, agents and volunteers shall be excess of the Consultant's insurance and shall not be called upon to contribute with it; (4) for general liability insurance, that the City, its directors, officials, officers, employees, agents and volunteers shall be covered as additional insureds with respect to the services or operations performed by or on behalf of the Consultant, including materials, parts or equipment furnished in connection with such work; and (5) for automobile liability, that the City, its directors, officials, officers, employees, agents and volunteers shall be covered as additional insureds with respect to the ownership, operation, maintenance, use, loading or unloading of any auto owned, leased, hired or borrowed by the Consultant or for which the Consultant is responsible. 16.4. All insurance required by this Section shall contain standard separation of insureds provisions and shall not contain any special limitations on the scope of protection afforded to the City, its directors, officials, officers, employees, agents, and volunteers. 16.5. Any deductibles or self-insured retentions shall be declared to and approved by the City. Consultant guarantees that, at the option of the City, either: (1) the insurer shall reduce or eliminate such deductibles or self-insured retentions as respects the City, its directors, officials, officers, employees, agents, and volunteers; or (2) the Consultant shall procure a bond guaranteeing payment of losses and related investigation costs, claims and administrative and defense expenses. 17.0 Indemnity 17.1.To the fullest extent permitted by law, the Consultant shall, at its sole cost and expense, protect, defend, indemnify, and hold City, its elected officials, officers, attorneys, agents, employees, designated volunteers, successors, assigns and those City agents serving as independent Consultants in the role of City officials (collectively "Indemnitees" in this Section) free and harmless from and against any and all damages, costs, expenses, liabilities, claims, demands, causes of action, proceedings, bid protests, stop notices, suits, judgments, penalties, liens and losses of any nature whatsoever, including fees of accountants, attorneys and other professionals, and all costs associated 9of18 S7296-000112500342v1.doc therewith, and the payment of all consequential damages (individually, a "Claim", collectively "Claims"), in law or equity, whether actual, alleged or threatened, in any manner arising out of, pertaining to, or relating to the acts or omissions, or willful misconduct, of Consultant, and/or its directors, officers, agents, servants, employees, subconsultants, materialmen, suppliers, or Consultants, or their officers, agents, servants or employees (or any entity or individual that Consultant shall bear the legal liability thereof) in the performance of this Agreement, including the Indemnitees' active or passive negligence, except for Claims arising from the sole negligence or willful misconduct of Indemnitees, as determined by final arbitration or court decision or by the agreement of the Parties. Further, Consultant shall appoint competent defense counsel, at Consultant's own cost, expense and risk, to defend any and all such suits, actions or other legal proceedings of every kind arising out of or incident to the performance of the Contract that may be brought or instituted against Indemnitees. Consultant shall pay and satisfy any judgment, award or decree that may be rendered against City or the other Indemnitees in any such suit, action, or other legal proceeding arising out of or incident to the performance of the Contract. Consultant shall reimburse City and the other Indemnitees, for any and all legal expenses and costs incurred by each of them in connection therewith or in enforcing the indemnity herein provided. Consultant's obligation to indemnify shall not be restricted to insurance proceeds, if any, received by Consultant or Indemnitees. This indemnity shall apply to all Claims and liability regardless of whether any insurance policies are applicable. 17.2. Civil Code Exception. Nothing in this Section shall be construed to encompass Indemnitees' sole negligence or willful misconduct to the limited extent that the underlying Contract is subject to Civil Code Section 2782(a) or the City's active negligence to the limited extent that the Agreement is subject to Civil Code Section 2782(b), provided such sole negligence, willful misconduct or active negligence is determined by agreement between the parties or by the findings of a court of competent jurisdiction. 17.3. Subconsultant Indemnification. Consultant shall obtain executed indemnity agreements with provisions identical to those in this Section from each and every subconsultant or any other person or entity involved by, for, with or on behalf of Consultant in the performance of this Agreement. If Consultant fails to obtain such indemnities, Consultant shall be fully responsible and indemnify, hold harmless and defend the Indemnitees from and against any and all Claims in law or equity, whether actual, alleged or threatened, which arise out of, are claimed to arise out of, pertain to, or relate to the acts or omissions of Consultant's subconsultant, its officers, agents, servants, employees, subconsultants, materialmen, Consultants or their officers, agents, servants or employees (or any entity or individual that Consultant's subconsultant shall bear the legal liability thereof) in the performance of this Agreement, including the Indemnitees' active or passive negligence, except for Claims or Damages arising from the sole 10 of 18 S7296-0001 \2500342v1.doc negligence or willful misconduct of the Indemnitees, as determined by final arbitration or court decision or by the agreement of the Parties. 17.4. Bid Protest. In addition to its obligations pursuant to Section 15.1, Consultant shall reimburse the City for all attorneys' fees and costs incurred by City in connection with, arising out of or incident to any bid protest. 17.5. Nonwaiver of Rights. Indemnitees do not, and shall not, waive any rights that they may possess against Consultant because of the acceptance by City, or the deposit with City, of any insurance policy or certificate required pursuant to this Contract. 17.6. Waiver of Right of Subrogation. Consultant, on behalf of itself and all parties claiming under or through it, hereby waives all rights of subrogation against the Indemnitees, while acting within the scope of their duties, from all claims, losses, and liabilities arising out of or incident to activities or operations performed by or on behalf of the Indemnitor. 17.7.Survival. The provisions of this Section shall survive the termination of the Contract and are in addition to any other rights or remedies that Indemnitees may have under the law. Payment is not required as a condition precedent to an Indemnitee's right to recover under this indemnity provision, and an entry of judgment against a Consultant shall be conclusive in favor of the Indemnitee's right to recover under this indemnity provision. 18.0 Equal Opportunity Consultant affirmatively represents that it is an equal opportunity employer. Consultant shall not discriminate against any subconsultant, employee, or applicant for employment because of race, religion, color, national origin, handicap, ancestry, sex, sexual orientation, or age. Such non-discrimination includes, but is not limited to, all activities related to initial employment, upgrading, demotion, transfer, recruitment or recruitment advertising, layoff, or termination. 19.0 Labor Certification Labor Code Sections 1860 and 3700 provide that every contractor will be required to secure the payment of compensation to its employees. In accordance with the provisions of Labor Code Section 1861, by signing this Contract, Consultant certifies as follows: "I am aware of the provisions of Section 3700 of the Labor Code which 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 I will comply with 11 of 18 S7296-0001\2500342v1.doc such provisions before commencing the performance of the Work of this Contract." 20.0 Prevailing wage and Payroll Records To the extent that this Agreement calls for services that, in whole or in part, constitute "public works" as defined in the California Labor Code, then Consultant shall comply in all respects with all applicable provisions of the California Labor Code, including those set forth in Exhibit B, attached hereto and incorporated by reference herein. 21.0 Force Majeure Neither City nor Consultant shall be responsible for delays in performance under this Agreement due to causes beyond its control, including but not limited to acts of God, acts of the public enemy, acts of the Government, fires, floods or other casualty, epidemics, earthquakes, labor stoppages or slowdowns, freight embargoes, unusually severe weather, and supplier delays due to such causes. Neither economic nor market conditions nor the financial condition of either party shall be considered a cause to excuse delay pursuant to this subsection. Each party shall advise the other promptly in writing in accordance with Section 7 of this Agreement of each such excusable delay, its cause and its expected delay, and shall upon request update such advice. 22.0 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. 23.0 Severability The invalidity in whole or in part of any provisions of this Agreement shall not void or affect the validity of the other provisions of this Agreement. 24.0 Governing Law This Agreement shall be governed by and construed in accordance with the laws of the State of California. 25.0 No Third Party Rights No third party shall be deemed to have any rights hereunder against either party as a result of this Agreement. 12 of 18 S7296-0001 \2500342v1.doc 26.0 Waiver No waiver of any default shall constitute a waiver of any other default or breach, whether of the same or other covenantor condition. No waiver, benefit, privilege, or service voluntarily given or performed by a party shall give the other party any contractual rights by custom, estoppel, or otherwise. 27.0 Non -Appropriation of Funds Payments to be made to Consultant by City for services performed within the current fiscal year are within the current fiscal budget and within an available, unexhausted fund. In the event that City does not appropriate sufficient funds for payment of Consultant's services beyond the current fiscal year, this Agreement shall cover payment for Consultant's services only to the conclusion of the last fiscal year in which City appropriates sufficient funds and shall automatically terminate at the conclusion of such fiscal year. 28.0 Prohibited Interests; Conflict of Interest 26.1. Consultant covenants that it presently has no interest and shall not acquire any interest, direct or indirect, which may be affected by the Services, or which would conflict in any manner with the performance of the Services. Consultant further covenants that, in performance of this Agreement, no person having any such interest shall be employed by it. Furthermore, Consultant shall avoid the appearance of having any interest, which would conflict in any manner with the performance of the Services. Consultant shall not accept any employment or representation during the term of this Agreement which is or may likely make Consultant "financially interested" (as provided in California Government Code §§1090 and 87100) in any decision made by City on any matter in connection with which Consultant has been retained. 26.2. Consultant further warrants and maintains that it has not employed or retained any person or entity, other than a bona fide employee working exclusively for Consultant, to solicit or obtain this Agreement. Nor has Consultant paid or agreed to pay any person or entity, other than a bona fide employee working exclusively for Consultant, any fee, commission, gift, percentage, or any other consideration contingent upon the execution of this Agreement. Upon any breach or violation of this warranty, City shall have the right, at its sole and absolute discretion, to terminate this Agreement without further liability, or to deduct from any sums payable to Consultant hereunder the full amount or value of any such fee, commission, percentage or gift. 26.3. 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 13 of 18 S7296-0001\2500342v1.doc business of Consultant, and that if any such interest comes to the knowledge of Consultant at any time during the term of this Agreement, Consultant shall immediately make a complete, written disclosure of such interest to City, even if such interest would not be deemed a prohibited "conflict of interest" under applicable laws as described in this subsection. 29.0 Mutual Cooperation. 29.1. City's Cooperation. City shall provide Consultant with all pertinent Data, documents, and other requested information as is reasonably available for Consultant's proper performance of the Services required under this Agreement. 29.2. Consultant's Cooperation. In the event any claim or action is brought against City relating to Consultant's performance of Services rendered under this Agreement, Consultant shall render any reasonable assistance that City requires. 30.0 Audit Consultant shall maintain complete and accurate records with respect to all Work and other matters covered under this Agreement, including but expressly not limited to, all Work 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 Work provided in sufficient detail to permit an evaluation of all Work 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 Work under this Agreement. Consultant shall retain all financial and program service records and all other records related to the Work and performance of this Agreement for at least four (4) years after expiration, termination or final payment under this Agreement, whichever occurs later. City's rights under this Section shall survive for four (4) years after expiration, termination or final payment under this Agreement, whichever occurs later. 31.0 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, the prevailing party in such litigation shall be entitled to have and recover from the losing party all of its attorneys' fees and other costs incurred in connection therewith. 14 of 18 S7296-0001 \2500342v1.doc 32.0 Interpretation In the event of any asserted ambiguity in, or dispute regarding the interpretation of any matter herein, the interpretation of this Agreement shall not be resolved by any rules of interpretation providing for interpretation against the party who causes the uncertainty to exist or against the party who drafted the Agreement or who drafted that portion of the Agreement. 33.0 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. 34.0 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, representatives have exE above written. CITY OF SEAL BEACH 0 Atte the Parties hereto, through their respective authorized ;uted this Agreement as of the date and year first Approved as to orm* By: raig A. Steele, City Attorney DIXON RESOD' CES UNLIMITED By: Name: Julie Dixon. Its: Principal 15 of 18 S7296-0001\2500342v1.doc EXHIBIT A SCOPE OF WORK (Attached) 16 of 18 S7296-0001\2500342v1.doc EXHIBIT B AGREEMENT TO COMPLY WITH CALIFORNIA LABOR LAW REQUIREMENTS [Labor Code §§ 1720, 1773.8, 1775, 1776, 1777.5, 1813, 1860, 1861, 3700] The undersigned Consultant certifies that it is aware of and hereby agrees to fully comply with the following provisions of California law: 1. Consultant acknowledges that this Contract is subject to the provisions of Division 2, Part 7, Chapter 1 (commencing with Section 1720) of the California Labor Code relating to public works and the awarding public agency ("Agency") and agrees to be bound by all the provisions thereof as though set forth in full herein. 2. Consultant agrees to comply with the provisions of California Labor Code Section 1773.8 which requires the payment of travel and subsistence payments to each worker needed to execute the Services to the extent required by law. 3. Consultant agrees to comply with the provisions of California Labor Code Sections 1774 and 1775 concerning the payment of prevailing rates of wages to workers and the penalties for failure to pay prevailing wages. The Consultant shall, as a penalty to the Agency, forfeit not more than fifty dollars ($50) for each calendar day, or portion thereof, for each worker paid less than the prevailing rates as determined by the Director of Industrial Relations for the work or craft in which the worker is employed for any public work done under the Agreement by Consultant or by any subcontractor. 4. Consultant agrees to comply with the provisions of California Labor Code Section 1776 which require Consultant and each subcontractor to (1) keep accurate payroll records, (2) certify and make such payroll records available for inspection as provided by Section 1776, and (3) inform the Agency of the location of the records. The Consultant is responsible for compliance with Section 1776 by itself and all of its subcontractors. 5. Consultant agrees to comply with the provisions of California Labor Code Section 1777.5 concerning the employment of apprentices on public works projects, and further agrees that Consultant is responsible for compliance with Section 1777.5 by itself and all of its subcontractors. 6. Consultant agrees to comply with the provisions of California Labor Code Section 1813 concerning penalties for workers who work excess hours. The Consultant shall, as a penalty to the Agency, forfeit twenty-five dollars ($25) for each worker employed in, the execution of the Agreement by the Consultant or by any subcontractor for each calendar day during which such worker is required or permitted to work more than 8 hours in any one calendar day and 40 hours in any one calendar week in violation of the provisions of Division 2, Part 7, Chapter 1, Article 3 of the California Labor Code. 17 of 18 S7296-0001 \2500342v1.doc 7. California Labor Code Sections 1860 and 3700 provide that every contractor will be required to secure the payment of compensation to its employees. In accordance with the provisions of California Labor Code Section 1861, Consultant hereby certifies as follows: "I am aware of the provisions of Section 3700 of the Labor Code which require every employer to be insured against liability for worker's compensation or to undertake self-insurance in accordance with the provisions of that code, and I will comply with such provisions before commencing the performance of the Services of this Agreement." Date 5/6/2021 Signature 18 of 18 S7296-0001 \2500342v1.doc RESOLUTION 7163 A RESOLUTION OF THE SEAL BEACH CITY COUNCIL APPROVING AND AUTHORIZING THE CITY MANAGER TO EXECUTE THE PROFESSIONAL SERVICES AGREEMENT WITH DIXON RESOURCES UNLIMITED WHEREAS, on July 1, 2020, the Parties entered into Amendment No. 1 to extend the term of the Agreement to June 30, 2021. WHEREAS, The City will use Dixon Resources Unlimited as the subject matter expert for parking related issues and concerns based on their experience and knowledge within this specific field. WHEREAS, Dixon Resources Unlimited will continue to provide the quality service as seen in the development and improvements of the Seal Beach Parking program over the last three years. THE SEAL BEACH CITY COUNCIL DOES HEREBY RESOLVE: Section 1. The City Council hereby approves the Professional Service Agreement in an amount not to exceed $45,000 per year, for a three (3) year period, ending in June 30, 2024. Section 2. The Council hereby authorizes the City Manager or her designee to execute on behalf of the City of Seal Beach and all necessary documents in relation thereto. PASSED, APPROVED AND ADOPTED by the Seal Beach City Council at a regular meeting held on the 14th day of June, 2021 by the following vote: AYES: Council Members: Kalmick, Massa-Lavitt, Moore, Sustarsic, Varipapa NOES: Council Members ABSENT: Council Members ABSTAIN: Council Members Joe Kalmick, Mayor STATE OF CALIFORNIA } COUNTY OF ORANGE } SS CITY OF SEAL BEACH } I, Gloria D. Harper, City Clerk of the City of Seal Beach, do hereby certify that the foregoing resolution is the original copy of Resolution 7163 on file in the office of the City Clerk, passed, approved, and adopted by the City Council at a regular megt rj,g held on the 141h day of June, 2021. D. Harped/Citv-Clerk ACOREP CERTIFICATE OF LIABILITY INSURANCE DATE(MM/DDIYYYY) 12/17/2020 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 OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER, AND THE CERTIFICATE HOLDER. IMPORTANT: If the certificate holder is an ADDITIONAL INSURED, the policy(ies) must be endorsed. If SUBROGATION IS WAIVED; subject to the terms and conditions of the policy, certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). PRODUCER Wood Gutmann & Bogart Insurance Brokers 15901 Red Hill Ave., Suite 100 Tustin CA 92780 CONTACT Karlee Crowe PHONE FAX AIC No): 714-573-1770 AIC No Ext): 714-505-7000 (AIC' ADDRESS: karlee@wgbib.com INSURERS AFFORDING COVERAGE NAIC # INSURER A: Sentinel Insurance Company Ltd License#:0679263 INSURED DIXON-1 Dixon Resources Unlimited Julie Dixon INSURER B: Hartford Insurance Company 22357 INSURER C: California Auto Insurance Co 38342 INSURER D: Chubb Group of Insurance Co. 20281 3639 Midway Drive Ste 8345 San Diego CA 92110 INSURER E : INSURER F: COVERAGES CERTIFICATE NUMBER: 254875293 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. IPOLICY LTt2 TYPE OF INSURANCE SIN Dp WVD POLICY NUMBER MM/DDY EFF EXP MMIDDIIYYYY LIMITS A X COMMERCIAL GENERAL LIABILITY CLAIMS -MADE a OCCUR 72SBAAN5235 12/17/2020 12/17/2021 EACH OCCURRENCE $ 2,000,000 DAMAGES( RENTED PREMISES Ea occurrence) $1,000,000 MED EXP (Any one person) $10,000 PERSONAL & ADV INJURY $ 2,000,000 GEN'L AGGREGATE LIMIT APPLIES PER: GENERAL AGGREGATE $ 4,000,000 POLICY 0 PRO ❑ JECT LOC PRODUCTS - COMP/OP AGG $ 4,000,000 OTHER: C AUTOMOBILE LIABILITY BA040000036675 9/15/2020 9/15/2021 COMBINED SINGLE LIMIT Ea accident $ 1 000 000 BODILY INJURY (Per person) $ ANY AUTO ALL OWNED X SCHEDULED AUTOS AUTOS BODILY INJURY (Per accident) $ PROPERTY DAMAGE $ Per accident X HIRED AUTOS X NON -OWNED AUTOS A X UMBRELLA LIAB X OCCUR 72SBAAN5235 12/17/2020 12/17/2021 EACH OCCURRENCE $1,000,000 AGGREGATE $1,000,000 EXCESS LIAB CLAIMS -MADE DED I X I RETENTION $ $ B WORKERS COMPENSATION AND EMPLOYERS' LIABILITY Y 1 N 72WECGI4348 12/17/2020 12/17/2021 X PER OTH- STATUTE ER _ ANY PROPRIETORIPARTNER/EXECUTIVE E.L. EACH ACCIDENT $1,000,000 OFFICER/MEMBER EXCLUDED? N / A (Mandatory In NH) E.L. DISEASE - EA EMPLOYE $1,000,000 If yes, describe under DESCRIPTION OF OPERATIONS below E.L. DISEASE - POLICY LIMIT $1.000.000 D Professional Liability D95750114 12/17/2020 12/17/2021 Limit $2,000,000 Deductible $2,500 DESCRIPTION OF OPERATIONS / LOCATIONS /VEHICLES (ACORD 101, Additional Remarks Schedule, maybe attached If more space Is required) City of Seal Beach its directors, officials, officers, employees, agents, and volunteer are named as additional insured on the General Liability per attached SS00080405 as required by written contract subject to the terms and conditions of the policy. Primary and Non -Contributory applies on the General Liability per attached SS00080405 Cancellation wording applies per attached SS1223 06 11 and E01208 03 13 f1GI2TIGIr1ATG 14nl 1111:0 rANrFI I ATION ©1988-2014 ACORD CORPORATION. All rights reserved. ACORD 25 (2014/01) The ACORD name and logo are registered marks of ACORD SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. City of Seal Beach 211 8th Street Seal Beach CA 90740 AUTHORIZED REPRESENTATIVE ©1988-2014 ACORD CORPORATION. All rights reserved. ACORD 25 (2014/01) The ACORD name and logo are registered marks of ACORD Policy Number: 72SBAAN5235 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. NOTICE OF CANCELLATION TO CERTIFICATE HOLDER(S) This policy is subject to the following additional Conditions: A. If this policy is cancelled by the Company, other than for non-payment of premium, notice of such cancellation will be provided at least thirty (30) days in advance of the cancellation effective date to the certificate holder(s) with mailing addresses on file with the agent of record or the Company. B. If this policy is cancelled by the company for non- payment of premium, or by the insured, notice of such cancellation will be provided within ten (10) days of the cancellation effective date to the certificate holder(s) with mailing addresses on file with the agent of record or the Company. If notice is mailed, proof of mailing to the last known mailing address of the certificate holder(s) on file with the agent of record or the Company will be sufficient proof of notice. Any notification rights provided by this endorsement apply only to active certificate holder(s) who were issued a certificate of insurance applicable to this policy's term. Failure to provide such notice to the certificate holder(s) will not amend or extend the date the cancellation becomes effective, nor will it negate cancellation of the policy. Failure to send notice shall impose no liability of any kind upon the Company or its agents or representatives. Form SS 12 23 06 11 Page 1 of 1 © 2011, The Hartford Policy Number: 72SBAAN5235 (6) When You Are Added As An Additional Insured To Other Insurance That is other insurance available to you covering liability for damages arising out of the premises or operations, or products and completed operations,. for which you have been added as an additional insured by that insurance; or (7) When You Add Others As An Additional Insured To This Insurance That is other insurance .available to an additional insured. However, the following provisions apply to other insurance available to any person or organization who is an additional insured under this Coverage Part: (a) Primary Insurance When Required By Contract This insurance is primary if you have agreed in a written contract, written agreement or permit that this insurance be primary. If other insurance is also primary, we will share with all that other insurance by the method .described in c. below. (b) Primary And Non -Contributory To Other Insurance When Required By Contract If you have agreed in a written contract, written agreement or permit that this insurance is primary and non-contributory with the additional insured's own insurance, this insurance is primary and we will not seek contribution from that other insurance. Paragraphs (a) and (b) do not apply to other insurance to. which the additional insured has been added as an additional insured. When this insurance is excess, we will have no duty under this Coverage Part to defend the insured against any "suit" if any other insurer has a duty to defend the .insured against that "suit". If no other insurer defends, we will undertake to do so, but we will be entitled to the insured's rights against all those other insurers. BUSINESS LIABILITY COVERAGE FORM When this insurance is excess over other insurance, we will pay only our share of the amount of the loss, if any, that exceeds the sum of: (1) The total amount that all such other insurance would pay for the loss in the absence of this insurance; and (2) The total .of all deductible and self- insured amounts under all that other insurance. We will share the remaining loss, if any, with any other insurance that is not described in this Excess Insurance provision and was not bought specifically to apply in excess of the Limits of Insurance shown in the Declarations of this Coverage Part. c. Method Of Sharing If all the other insurance permits contribution by equal shares, we will follow this method also. Under this approach, each insurer contributes equal amounts until it has paid its applicable limit of insurance or none of the loss remains, whichever comes first. If any of the other insurance does not permit contribution by equal shares, we will contribute by limits. Under this method, each insurer's share is based on the ratio of its applicable limit of insurance to the total applicable limits of insurance of all insurers. 8. Transfer Of Rights Of Recovery Against Others To Us a. Transfer Of Rights Of Recovery If the insured has rights to recover all or part of any payment, including Supplementary Payments, we have made under this Coverage Part, those rights are transferred to us. The insured must do nothing after loss to impair them. At our request, the insured will bring "suit" or transfer those rights 'to us and help us enforce them. This condition does not apply to Medical Expenses Coverage. b. Waiver Of Rights Of Recovery (Waiver Of Subrogation) If the insured has waived any rights of recovery against any person or organization for all or part of any payment, including Supplementary Payments, we have made under this Coverage Part, we also waive that right, provided the insured waived their rights of recovery against such person or organization in a contract, agreement or permit that was executed prior to the injury or damage. Form SS 00 08 04 05 Page 17 of 24 BUSINESS LIABILITY COVERAGE FORM 2. Applicable To Medical Expenses Coverage We will notpay 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 atenant of.any insured. 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 oFa business of which you are the sole owner. b. A partnership or joint venture, you arean insured. Your members, your partners, and their spouses are.also insureds, but only with respectto 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 ani 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. Policy Number: 72SBAAN5235 e. A trust, youare. an insured. Yourtrustees 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 lirnited 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 area partnership or joint venture), to -your members ,(if you are a limited liability company), or to a co"employ..ee" 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; (e) 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: (a) Cwned, occupied or used by Page 10 of 24 Form SS 00 08 04 05 (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 'veriture), 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 asyour 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) Wth 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 Lon the effective date of this Coverage Part. The insurance afforded herein for any subsidiary not shown in the Declarations as a named insured .does not apply to injury or damage with respect to which an insured" under this insurance is also an insured under another policy or would be an insured under such policy but 'for its termination or upon the exhaustion -of its limits .of insurance. 3. Newly Acquired Or Formed Organization Any organization you newly acquire or form, other .than a partnership, joint venture or limited liability company, and over which you maintain .financial interest of more than 50% of the voting stock, will qualify as a Named Insured if there, is no other similar insurance available to that organization. However: a. Coverage under this provision is afforded only until the 180th day after you acquire or form the organization or the :end .of the policy period, whichever is. earlier; and BUSINESS LIABILITY COVERAGE FORM b. Coverage under this provision does not apply to.: :(1'). "Bodily injury" or. "property damage" that .occurred; or (2) "Personal and advertising injury" arising out of an offense committed before you acquired or formed the organization. 4. Operator Of Mobile Equipment With respect :to "mobile equipment" registered din your name under any motor vehicle, registration law, .any person is an insured. while driving such equipment along a public highway with your permission. Any other person .or organization responsible for the conduct .:of such person is also an. insured, but only with .respect to liability arising out of the operation :of the equipment, .and only if no other insurance ofany 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"ernploy_ee" of the person driving the equipment; .of 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 underthis provision. 5. Operator of Nonowned Watercraft Wth 'respect to watercraft -you do not own that is less than 51 feet long and'is not being used to .carry persons for a charge, -.any person is an insured while operating °such watercraft with your permission. Any other person or organization responsible for the conduct of such person is also 'an insured,_ but only with respect 1b liability arising: out of the operation of the watercraft, and only if no other insurance of any kind i& available, to that person or organizationfor this liability,. However,no person or organization is an insuredwith respect, to: a. "Bodily injury" to a co"employee" .of the person. operating the watercraft; .or b. "Property damage" to property owned by, rented to, in the charge of or :occupied by you -.or the employer of any person who ,is :an insured under this provision. 6. Additional Insureds When Required By Written Contract, Written Agreement Or Permit The perpon(s) :or organization(s) identified .in Paragraphs a. through f. below are additional insureds when you. have agreed, in a. written Form SS 00 08 04 05 Page 1'1 of 24 BUSINESS LIABILITY COVERAGE FORM contract, written agreement or because of a permit issued by a state or political subdivision, that such person or organization be added as an additional insured on your policy, provided the injury or damage occurs subsequent to the execution of the contract or agreement, or the issuance of'th& permit. A person or organization is an additional insured under this provision only for that period of time required by the contract, agreerhent,or permit. However, no such person or organization is an additional insured under this provision if such person, or organization is included as an additional insured by an endorsement issued by us and made a part of this Coverage Part,. including all persons or organizations added as •additional insureds under the specific additional insured coverage grants in Section F. — Optional Additional Insured Coverages. a. Vendors Any person(s) or organization(s) (referred to below as vendor), but only with respect to "bodily injury" or "property damage" arising out of 'your products" which are distributed or sold in the regular course of the vendor's business and only if this Coverage Part provides coverage for "bodily injury" or "property damage" included within the "products -completed operations hazard". (1), The insurance afforded to the vendor is subject to the following additional exclusions:. This insurance does not apply to: (a) "Bodily injury'r or "property damage" for which the vendor is. obligated to pay damages by reason of the assumption of liability in a contract of agreement. This exclusion does not apply to. liability for damages that the vendor -would have in the absence of the contract or agreement; (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 (ti) "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 Subparagraphs (d) or. ft. 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, accompanyingor containing such products. b. Lessors Of Equipment (b) Any express warranty (1`) Any person or organization from unauthorized by you; whom you lease equipment; but only (c) Any physical .or chemical change with respect to their liability for "bodily "property in the product made intentionally injury", damage" or " by the vendor; personal and advertising injury" caused, in whole or in, part, by your (d) Repackaging, except when maintenance, operation or use of unpacked solely for the purpose of equipment leased to you by :such inspection, demonstration, testing, person or organization. or the substitution of parts under instructions from, the manufacturer,. and then repackaged in the original container; Page 12 of 24 Form SS 00 08 04 06 (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 applyto: (a) Any, "occurrence" which takes place after you .cease to lease that land for 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 omissionsof those acting on your behalf (a) In connection with your premises; or (b) In the performance of your ongoing operations performed by you or �on your behalf. (2) With respect to the insurance afforded to these additional insureds, the following additional exclusion applies: This insurance does not apply to "bodily injury", "property damage" .or "personal and advertising injury" arising. :out of the rendering of or, the 'failure to render any professional services by or for you, including: .(a) The preparing; approving, or failure to prepare or approve, maps; shop drawings, opinions, reports, surveys, field orders, change orders, designs- or drawings.and specifications; or (b) ,Supervisory, inspection, architectural or engineering -.activities. BUSINESS LIABILITX.COVERAGE FORM e. Permits Issued By State -0r Political Subdivisions {1:). Any, state or political subdivision, but only with respect to operation's performed by you or on your behalf for which the state.of political subdivision has, issued a -permit. (2) 1lVith respect fo:'the:insurarnce afforded to these additional insureds, this insurance does not apply ;to: (a) "Bodily injury", "property damage" or "personal and advertising injury" arising out: of operations performed 'for the. state or municipality; or (b) "Bodily injury":or"property damage" included Within the "products - completed operations hazard". f.. Any Other Party .t1? Any other person or organization who is not: an insured under, Paragraphs a. through e. above, but only with respect. to liability `for "bodily injury", "property damage" or "personal :and advertising injury" caused_, in whole or in pari, by your acts or, omissions, or the actsor omissions :of those acting on•your behalf,: (a) In the performance of your ongoing. operations; (li) In connection with your, premises owned by or rented toyou; or (c) In connection with "yourwork" and included within the "products - completed operations hazard", but. -only .if ,(i); The written contract. or written agreement requires you to provide such coverage to such additional insured; and (ii) This Coverage Part provides coverage. for "bodily .injury" or "property damage" included within the "products- completed:operations hazard". (2) .With respect to:the insurance afforded to these additional insureds, this insurance does: not apply to: "Bodily injuryl';. "property damage" or "personal and advertising 'injury" arising out of the rendering of, or the failure to render.; any professional architectural, engineering or surveying services, including: Form .SS 00 08 04 05 Page 13 of 24 BUSINESS. LIABILITY COVERAGE FORM (a) The preparing, approving, or failure to prepare or approve, mapsi shop drawings; opinions, reports, surveys, field orders, change orders, designs or drawings and specifications; or (b) Supervisory, inspection, architectural or engineering activities. The limits .of insurance that apply to additional insureds are described in Section D. — Limits Oflnsurance. How this insurance applies when other insurance is available to an additional insured is. described in the Other Insurance Condition in Section E. — Liability And Medical Expenses General Conditions.. No person or organization is an insured with respect to the conduct of any current or past partnership, joint venture or limited liability company that is not shown as a Named Insured in the .Declarations. D: LIABILITY AND MEDICAL EXPENSES LIMITS OF INSURANCE .1.. The Most We Will Pay The Limits of Insurance shown is the Declarations- and the rules below fix the most we will pay regardless of the number of: a. Insureds; b. Claims made,or"suits" brought; or c. Persons or organizations making claims.or bringing "suits". 2. Aggregate Limits The most we will pay for: a. Damages because of "bodily injury" and "property damage" included in the "products -completed operations hazard" is the Products -Completed Operations Aggregate Limit shown in the Declarations. b. Damages because of all other "bodily injury", "property damage" or "personal and advertising injury", including medical expenses, is the General Aggregate Limit shown in the. Declarations. This General Aggregate Limit applies separately to each of your "locations" owned by or rented to you. "Location" means premises involving the same or connecting lots, or premises whose connection is interrupted only by a. street,, roadway or right-of-way of a railroad. This. General .Aggregate limit does not apply to. "property damage" to premises while rented to you or temporarily occupied by you with permission .of the .owner, arising out. of fire, lightning or explosion. 3. Each Occurrence Limit Subject to 2:a.. or 2.b above, whichever applies, the most we will pay for the. sum of all damages because of all "bodily injury", "property damage" and medical expenses arising out of any one "occurrence" is the Liability and Medical Expenses Limit shown in the Declarations. Thee most we will pay for all :medical expenses because of "bodily injury" sustained by any oneperson 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 rall 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 Coveragefor, damages because of "property damage" to any. one .premises, while recited 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 caseof 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 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 underthis.Coverage, Part is the lesser of.: a. The limits of insurance specified in a written contract, written agreement or permit issued by a state or political subdivision; or b. The Limits. of Insurance shown in the Declarations. Such amount shall be a part of and not in addition to the Limits of Insurance shown in the Declarations and described in this Section. Page 14 of 24 Form.SS 00 08 04 05