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HomeMy WebLinkAboutAGMT - Lisa Wise Consulting Inc (AZoning Code Update to Implement the 2021-2029 Housing Element)PROFESSIONAL SERVICES AGREEMENT for A Zoning Code Update to Implement the 2021-2029 Housing Element between City of Seal Beach 211 - 8th Street Seal Beach, CA 90740 1.3 Lisa Wise Consulting, Inc. 983 Osos Street San Lous Obispo, CA 93401 (805) 595-1345 This Professional Service Agreement ("the Agreement") is made as of April 11, 2022 (the "Effective Date"), by and between Lisa Wise Consulting, Inc., a California Corporation ("Consultant"), and the City of Seal Beach ("City"), a California charter city, (collectively, "the Parties"). RECITALS A. City desires certain professional services related to revising and updating portions of Title 11 of the Municipal Code (known as the "Zoning Code") to implement the 2021-2029 Housing Element. B. Pursuant to the authority provided by its City Charter and Seal Beach Municipal Code § 3.20.025(C), City desires to engage Consultant to provide professional Zoning Code services in the manner set forth herein and more fully described in Section 1.0. C. Consultant represents that the principal members of its firm are qualified professional municipal consultants with expertise in developing zoning code regulations and are fully qualified to perform the services contemplated by this Agreement in a good and professional manner; and it desires to perform such services as provided herein. 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 (collectively "Services") set forth in the "Scope of Services" attached hereto as Exhibit A and incorporated herein by this reference. To the extent that there is any conflict between Exhibit A and this Agreement, this Agreement shall control. 1.2. Consultant shall perform all Services under this Agreement in accordance with the standard of care generally exercised by like professionals under similar circumstances and in a manner reasonably satisfactory to City. 1.3. In performing this Agreement, Consultant shall comply with all applicable provisions of federal, state, and local law. 1.4. As a material inducement to City to enter into this Agreement, Consultant hereby represents that it has the experience necessary to undertake the Services to be provided. In light of such status and experience, Consultant hereby covenants that it shall follow the customary professional standards in performing all Services. The City relies upon the skill of Consultant, and Consultant's staff, 'if any, to do and perform the Services in a skillful, competent, and professional manner, and Consultant and Consultant's staff, shall perform the Services in such manner. Consultant shall, at all times, meet or exceed any and all applicable professional standards of care. The acceptance of Consultant's work 2of15 by the City shall not operate as a release of Consultant from such standard of care and workmanship. 1.5. 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 2.1. The term of this Agreement shall commence on April 15, 2022, and shall remain in full force and effect until June 30, 2023 unless sooner terminated as provided in Section 5.0 of this Agreement. 3.0 Consultant's Compensation 3.1. City will pay Consultant in accordance with the hourly rates shown on the fee schedule set forth in Exhibit A for the Services but in no event will the City pay more than the total not -to -exceed amount of $119,110 (One hundred nineteen thousand, one hundred and ten dollars) for the Original Term. 3.2. 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. Any additional work authorized by the City Council pursuant to this Section will be compensated in accordance with the fee schedule set forth in Exhibit A. 4.0 Method of Payment 4.1. Consultant shall submit to City monthly invoices for all Services rendered pursuant to this Agreement. Such invoices shall be submitted within 15 days of the end of the month during which the Services were rendered and shall describe in detail the Services rendered during the period. 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 three business days' 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. 3of15 City's rights under this Section 4.2 shall survive for three (3) years following the termination of this Agreement. 5.0 Termination 5.1. This Agreement may be terminated by City, without cause, or by Consultant based on reasonable cause, upon giving the other party written notice thereof not less than 30 days prior to the date of termination. 5.2. This Agreement may be terminated by City upon 10 days' notice to Consultant if Consultant fails to provide satisfactory evidence of renewal or replacement of comprehensive general liability insurance as required by this Agreement at least 20 days before the expiration date of the previous policy. 6.0 Party Representatives 6.1. The City Manager is the City's representative for purposes of this Agreement. 6.2. Lisa Wise is the Consultant's primary representative for purposes of this Agreement. Lisa Wise shall be responsible during the term of this Agreement for directing all activities of Consultant and devoting sufficient time to personally supervise the Services hereunder. Consultant may not change its representative without the prior written approval of City, which approval shall not be unreasonably withheld. 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: Lisa Wise Consulting, Inc. 983 Osos Street San Lous Obispo, CA 93401 Attn: David Bergman 7.2. Actual notice shall be deemed adequate notice on the date actual notice occurred, regardless of the method of service. 4 of 15 8.0 Independent Contractor 8.1. Consultant is an independent contractor 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. 8.2. 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 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. 8.3. 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 subcontractors providing any of the Services under this Agreement shall not become entitled to, 5of15 and hereby waive any claims to, any wages, salaries, compensation, benefit or any incident of employment by City, including but not limited to, eligibility to enroll in, or reinstate to membership in, the California Public Employees Retirement System ("PERS") as an employee of City, and entitlement to any contribution to be paid by City for employer contributions or employee contributions for PERS benefits. 8.4. Consultant shall indemnify and hold harmless City and its elected officials, officers, employees, servants, designated volunteers, and agents serving as independent contractors in the role of City officials, from any and all liability, damages, claims, costs and expenses of any nature to the extent arising from, 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 8.0. 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 defend, indemnify and hold harmless as set forth in any other provision of this Agreement. 9.0 PERS Compliance and Indemnification 9.1. 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 manner that will cause City to be in violation of the applicable retirement laws and regulations. 9.2. 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 contractors in the role of City officials, from any and all liability, damages, claims, costs and expenses of any nature to the extent arising from, caused by, or relating to Consultant's violation of any provisions of this Section 9.0. 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. 6 of 15 10.0 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. 11.0 Subcontractors No portion of this Agreement shall be subcontracted without the prior written approval of the City. Consultant is fully responsible to City for the performance of any and all subcontractors. 12.0 Assignment Consultant shall not assign or transfer any interest in this Agreement whether by assignment or novation, without the prior written consent of City. Any purported assignment without such consent shall be void and without effect. 13.0 Inspection and Audit of Records Consultant shall maintain complete and accurate records with respect to all Services and other matters covered under this Agreement, including but expressly not limited to, all Services performed, salaries, wages, invoices, time cards, cost control sheets, costs, expenses, receipts and other records with respect to this Agreement. Consultant shall maintain adequate records on the Services provided in sufficient detail to permit an evaluation of all Services in connection therewith. All such records shall be clearly identified and readily accessible. At all times during regular business hours, Consultant shall provide City with free access to such records, and the right to examine and audit the same and to make copies and transcripts as City deems necessary, and shall allow inspection of all program data, information, documents, proceedings and activities and all other matters related to the performance of the Services under this Agreement. Consultant shall retain all financial and program service records and all other records related to the Services and performance of this Agreement for at least three (3) years after expiration, termination or final payment under this Agreement, whichever occurs later. City's rights under this Section 13.0 shall survive for three (3) years after expiration, termination or final payment under this Agreement, whichever occurs later. 14.0 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 7 of 15 Consultant when unsafe or harmful acts are observed or reported relative to the performance of the Services. Consultant shall maintain the work sites free of hazards to persons and property resulting from its operations. Consultant shall immediately report to the City any hazardous condition noted by Contractor. 15.0 Insurance 15.1. 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. 15.2. 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); (3) Workers' Compensation and Employer's Liability coverages; and (4) if required by the City, Professional Liability coverage (or Errors and Omissions coverage). 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; (3) Workers' Compensation in the amount required by law and Employer's Liability: $1,000,000 per accident and in the aggregate for bodily injury or disease; and (4) Professional Liability (or Errors and Omissions Liability, as appropriate): $1,000,000 per claim/aggregate, and if a "claims made" policy is provided, then the policy shall be endorsed to provide an extended reporting period of not less than three years. 15.3. 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, 8of15 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. 15.4. 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. 15.5. 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. 16.0 Indemnification, Hold Harmless, and Duty to Defend Consultant and the City agree that the City, its elected officials, officers, attorneys, agents, employees, designated volunteers, successors, assigns and those City agents serving as independent contractors in the role of City officials (collectively "Indemnitees" in this Section 16.0) should, to the fullest extent permitted by law, be fully protected from any loss, injury, damage, claim, liability, lawsuit, cost, expense, attorneys' fees, litigation costs, defense costs, court costs and/or any other cost arising out of or in any way related to the performance of this Agreement except when the results of damages arise from incorrect or incomplete information or direction provided by the City or the entities heretofore listed. Accordingly, the provisions of this indemnity provision are intended by the Parties to be interpreted and construed to provide the fullest protection possible under the law to the City and all other Indemnitees. Consultant acknowledges that the City would not have entered into this Agreement in the absence of the commitment of Consultant to 9of15 indemnify and protect the City and the other Indemnitees, as set forth in this Agreement. 16.1. Indemnity for Professional Services. To the fullest extent permitted by law, Consultant shall, at its sole cost and expense, defend, indemnify and hold harmless the City, its elected officials, officers, attorneys, 'agents, employees, designated volunteers, successors, assigns and those City agents serving as independent contractors in the role of City officials (collectively "Indemnitees" in this Section 16.0), from and against any and all damages, costs, expenses, liabilities, claims, demands, causes of action, proceedings, judgments, penalties, liens, and losses of any nature whatsoever, including fees of accountants and other professionals, and all costs associated therewith, and reimbursement of attorneys' fees and costs of defense (collectively "Claims"), whether actual, alleged or threatened, which arise out of, pertain to, or relate to, in whole or in part, the negligence, recklessness or willful misconduct of Consultant, and/or its officers, agents, servants, employees, subcontractors, contractors or their officers, agents, servants or employees (or any entity or individual that Consultant shall bear the legal liability thereof) in the performance of professional services under this Agreement except when the results of damages arise from incorrect or incomplete information or direction provided by the City or the entities heretofore listed. Consultant shall defend the Indemnitees in any action or actions filed in connection with any Claims with counsel of the Indemnitees' choice, and shall pay all costs and expenses, including all attorneys' fees and experts' costs actually incurred in connection with such defense. Consultant shall reimburse the Indemnitees for any and all legal expenses and costs incurred by the Indemnitees in connection therewith. 16.2. Other Indemnitees. Other than in the performance of professional services, and to the fullest extent permitted by law, Consultant shall, at its sole cost and expense, protect, defend, hold harmless and indemnify the Indemnitees from and against any and all damages, costs, expenses, liabilities, claims, demands, causes of action, proceedings, judgments, penalties, liens and losses of any nature whatsoever, including fees of accountants, attorneys and other professionals, and all costs associated therewith, and the payment of all consequential damages (collectively "Damages"), in law or equity, whether actual, alleged or threatened, which arise out of, pertain to, or relate to the acts or omissions of Consultant, its officers, agents, servants, employees, subcontractors, materialmen, suppliers, or contractors, 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 Damages arising from the sole negligence or willful misconduct of the Indemnitees, as determined by final arbitration or court decision or by the agreement of the Parties. Consultant shall defend the Indemnitees in any action or actions filed in connection with any Damages with counsel of the Indemnitees' choice, and shall pay all costs and expenses, including all attorneys' fees and experts' costs actually incurred in connection with such defense. Consultant shall 10 of 15 reimburse the Indemnitees for any and all legal expenses and costs incurred by the Indemnitees in connection therewith. 16.3. Subcontractor Indemnification. Consultant shall obtain executed indemnity agreements with provisions identical to those in this Section 16.0 from each and every subcontractor 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 subcontractor, its officers, agents, servants, employees, subcontractors, materialmen, contractors or their officers, agents, servants or employees (or any entity or individual that Consultant's subcontractor 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 negligence or willful misconduct of the Indemnitees, as determined by final arbitration or court decision or by the agreement of the Parties. 16.4. The obligations of Consultant under this or any other provision of this Agreement shall not be limited by the provisions of any workers' compensation act or similar act. Consultant expressly waives any statutory immunity under such statutes or laws as to the Indemnitees. Consultant's indemnity obligation set forth in this Section 16.0 shall not be limited by the limits of any policies of insurance required or provided by Consultant pursuant to this Agreement. 16.5. Consultant's covenants under this Section 16.0 shall survive the expiration or termination of this Agreement. 17.0 Equal Opportunity Consultant affirmatively represents that it is an equal opportunity employer. Consultant shall not discriminate against any subcontractor, employee, or applicant for employment because of race, religion, color, national origin, handicap, ancestry, sex, sexual orientation, or age. Such non-discrimination includes, but is not limited to, all activities related to initial employment, upgrading, demotion, transfer, recruitment or recruitment advertising, layoff, or termination. 18.0 Labor Certification By its signature hereunder, Consultant certifies that it is aware of the provisions of Section 3700 of the California Labor Code that require every employer to be insured against liability for Workers' Compensation or to undertake self-insurance in accordance with the provisions of that Code, and agrees to comply with such provisions before commencing the performance of the Services. 11 of 15 19.0 Prevailing Wage and Payroll Records If 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. 20.0 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. 21.0 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. 22.0 Governing Law This Agreement shall be governed by and construed in accordance with the laws of the State of California. 23.0 No Third Party Rights No third party shall be deemed to have any rights hereunder against either party as a result of this Agreement. 24.0 Waiver No waiver of any default shall constitute a waiver of any other default or breach, whether of the same or other covenant or condition. No waiver, benefit, privilege, or service voluntarily given or performed by a party shall give the other party any contractual rights by custom, estoppel, or otherwise. 25.0 Prohibited Interests; Conflict of Interest 25.1. 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 12 of 15 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. 25.2. 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. 25.3. Consultant warrants and maintains that it has no knowledge that any officer or employee of City has any interest, whether contractual, non - contractual, financial, proprietary, or otherwise, in this transaction or in the business of Consultant, and that if any such interest comes to the knowledge of Consultant at any time during the term of this Agreement, Consultant shall immediately make a complete, written disclosure of such interest to City, even if such interest would not be deemed a prohibited "conflict of interest" under applicable laws as described in this subsection 26.0 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. 27.0 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. 28.0 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. 13 of 15 IN WITNESS WHEREOF, the Parties hereto, through their respective authorized representatives have executed this Agreement as of the date and year first above written. CITY OKSEAL BEACH (14a By: Attest: Approved as to For By: - Craig A. Steele, City Attorney CONSULTANT: Lisa Wise Consulting, Inc., a Califdrnia Corporation By: fes_ Name: Lisa Wis , AICP Its: Presio an CEO r By: Name - Its: and (Please note, two signatures required for corporations pursuant to California Corporations Code Section 393 from each of the following categories: (i) the chairperson of the board, the president or any vice president, and (ii) the secretary, any assistant secretary, the chief financial officer or any assistant treasurer Of such corporation.) 14 of 15 EXHIBIT A 15 of 15 LWC I"M LISA WISE CONSULTING, INC. Founded in 2006, Lisa Wise Consulting, Inc.. (LWC) is an urban planning and economics firm that specializes in enabling pedestrian and transit oriented neighborhoods, revitalizing built environments, and facilitating sustainable, well-designed places to live, work, and recreate. LWC aims. to meet and exceed client expectations by integrating community vision, regulatory compliance, and market realities into all projects. LWC addresses the planning andr economic function with_a rnulti-discipl[nary team of land use professionals with backgrounds in urban planning, economics, finance, accountancy., and environmental and social' science. LWC has a proven track record of providing effective and innovative solutions for public agencies and' private developers throughout California and the United States. LWC is a federally certified woman -owned business (DBE) and a California certified small business (SBE). - Zoning Ordinances - Land Development Codes - Form -Based Codes - Specific Plans - Development Strategies - Economic & Market Analyses Financial Feasibility Studies - Public Engagement - Housing Elements - Affordable Housing Policy CITY OF AUSTIN CITY OF LAS VEGAS CITY OF HAYWARD CITY OF SAN LUIS OBISPO CLIENTS CALIFORNIA City of Arroyo Grande City of Atascadero City of Benicia City of Beaumont City of Burbank City of Calipatria City of Chino City of Compton City of EI Monte City of Eureka City of Fontana City of Goleta City of Grover Beach City of Hayward City of Hermosa Beach City of King City'of Kingsburg City of Livermore City of Lompoc City of Long Beach City of Loomis City of Los Angeles City of Malibu Town of Mammoth Lakes City of Menlo Park City of Merced City of Monterey City of Moraga City of Morgan Hill City of Morro Bay City of Newark City of Ojai City of Orange City of Pacific Grove City of Pasadena City of Petaluma City of Pismo Beach City of Pomona City of Rancho Cucamonga City of Rohnert Park City of Richmond City of San Luis Obispo City of San Pablo City of Sausalito City of Seaside City of Soledad SAN LUIS OBISPO 983.OSOS STREET SAN [IDIS OBISP0, Cf19340 LL Q (805) 595-1345 UP www.lisawiseconsulting.com NATIONAL City of Austin City of Cincinnati. City of Flagstaff City of Las Vegas City of Vallejo .� City of Tehachapi 1 City of Tulare Alameda County Marin County Monterey County San Luis Obispo County San Luis Obispo Council of Governments San Mateo County Harbor District Santa Barbara County Association of Governments Port District of San Diego Port of Long Beach Port of Los Angeles Port San Luis Harbor District SAN FRANCISCO NiN ------ LWC is a national expert in zoning ordinance and development • Austin, TX, Land Development Code Update code updates, audits and strategies. Our 14 -year code resume ' Beaumont, CA,Zoning Code Updateincludes over 65 successful code -related projects with 120 • Benicia, CA, Mixed -Use Development jurisdictions. We are committed to working closely with Standards Ordinance communities to: ' Calipatria, CA, Zoning Code Update ' Fargo,, ND, Land Development Code 'Diagnostic • Flagstaff, AZ, Zoning Ordinance Update ' Goleta, CA, New Zoning, Ordinance and Coastal Implementation Plan • Grover Breach, CA, Development Code Update ' Henderson,. NV, Development Code Update ' Indio, CA, Zoning Code Update 1 ' 'Kingsburg, CA, Development Code .Update ' Kingman, AZ, Zoning Ordinance Update f ' Las Vegas, NV, Downtown Form -Based Code I Livermore, CA, Development Code Update and Form Based Code Lompoc,, CA, Zoning Ordinance Update Long Beach, CA, Zoning, Code Audit f ' Malibu, CA, Zoning Code Update ' Marin County, CA, Development Code Amendments. ' Morro Bay, CA, Comprehensive Zoning Code and Coastal Implementation Plan Update ' Newark, CA, Comprehensive Zoning Ordinance Update Oklahoma City, OK, .Land Development Code Update • Pacific Grove, CA, Zoning Ordinance Update ' Rancho Cucamonga, CA, Zoning Code Update, General Plan. Implementation, ' San Carlos, CA, Strategic Zoning Ordinance ' South San, Francisco, CA, Form -Based. Code. Update ' St. Helena, CA, Zoning Code Update • Tehachapi, CA, Zoning, Code Update Tiburon„ CA, Zoning Ordinance Update • Vacaville, CA, Land Use and Development Code Audit and Update ' Vallejo, CA, ZoningOrdinance Update ' West Sacramento; CA, Zoning, Modernization• ' Westerville, OR, Zoning Ordinance Update ' Woodland, CA,, Comprehensive Zoning Code 1 Update • Establish a vision • Assess current zoning and land use regulations • Investigate development patterns, typologies • Streamline, modernize, and objectify Collaborate on drafts, edits, final presentations • Facilitate code training LWC's code update philosophy emphasizes ease of use, consistency, clarity and the accommodation of modern land uses. Our codes prioritize attractive graphics, diagrams, and web -interfacing capabilities. Our comprehensive approach assures compliance with federal, state, and local policies and implementing the community vision. LWC has developed zoning codes for fast-growing cities focused their downtown core, communities hoping to preservetraditional uses and neighborhoods, and communities focused on development of key nodes and corridors, as well as places where the primary goal is to incorporate modern uses. Our work has won awards from the American Planning Association, Congress for New Urbanism, and Form -Based Code, Institute. NATIONAL QRZ (K(K CTRFFT CON I IIIC 11RICDn r QW1 I RNl MAPUT CTRFFT CIIITFQ77 CAN FRAN(ICrn rA QAUl7 i W KAI ITN VIII CTRFGT CTP 1IM I(K ANr,F1.FC r QnnIA mAmurnwiIITIN r. rnm ' Alameda County, CA, Ashland Cherryland Business District Specific: Plan and Form -Based Code Austin, TX, Land Development Code Update* ' .Benicia, CA, Downtown, Mixed -Use Master I Plan and Form -Based Code, • Benicia, CA, Lower. Arsenal Mixed -Use Specific Plan and Form -Based Code ' Cincinnati, OH, Form -Based Code • Flagstaff AZ, Zoning, Ordinance Update* p' Hayward, CA, Downtown Specific Plan and' i and Form -Based Code ' Hayward, CA, .Form -Based Codes Update ' Iowa City, IA, Form -Based Code for the South i District ' Kaua'i, HI, West Kauai Form-BasedCode ' King City, CA, Historic Corridor Revitalization 3 Plan and Form -Based Code i • Kingsburg, CA; Development Code and, Form- Based Code Update ' Las Vegas, NV, Downtown Form -Based Code I ' Livermore, CA, Development Code Update and Form -Based Code* ' Mesa, CA,Form-Based Zoning Code and. Regulation Plan ' Moraga, CA, Downtown Specific Plan Implementation ' Morgan Hill;. CA, Monterey Corridor Form - Based Code ' Pasadena,. CA, Form -Based Street Guidelines ' Richmond, CA, Livable Corridors Plan and Form -Based Code ' Riyadh, KSA, Form -Based Code Framework. and Update Strategy • .Rohnert Park,. CA, Form -Based Code for the Central Rohnert Park Downtown District, Amenity Zone ' South. San ,Francisco,. CA, Form -Based Code and Code Update • Tehachapi,. CA, Zoning Code Update* ' Vallejo, CA, Zoning Ordinance Update* ' Westerville, OH, Zoning Ordinance* Woodland, CA, Comprehensive Zoning Code Update* *Hybrid Code i A LWC is a national leader in preparing form -based codes. Our resume includes successful projects in the cities of Austin, Las Vegas, Livermore, Fargo, and Flagstaff as well as a form -based code framework for the City of Riyadh, capital city in Saudi Arabia (pop. 7 million). By using physical form rather than separation of uses as the organizing principle, a form -based code can protect traditional, historic neighborhoods, uses and districts, and direct the type and placement of development consistent with community vision. LWC has also successfully prepared form -based codes to implement downtown specific plans, TOD and corridor plans. We understand the unique needs of downtown and mixed use areas, and how to apply form -based regulations to achieve vibrant, walkable, well-designed places and leverage infill opportunities. LWC's approach is based on .an understanding the community vision and where appropriate, applying a mix of form based and traditional elements (hybrid code) to assure the code is contextual, implementable and embraced by the community. 3 Forret-Based Codes 101: Non Citywide and Countywide Code Updates LVVC President .Lisa Wise, introduces the 101, 201 and 301 courses on the Planetizen online platform From 2015-2018, LWC President Lisa Wise served as chair of the Form -Based Codes Institute (FBCI), a non-profit organization that advances the knowledge and application of, and development standards for form -based codes. Lisa and LWC Director Roger Eastman are certified instructors of the FBCI training courses, Form Based Code 101, 201 and 301. 983 OSOS STREET, SAN LUIS OBISPO, CA 93401 t870 MARKET STREET, SUITE 977, SAN rRAN.CISCO, CA 941021706 SOUTH HILL STREET, STE 1100, LOS ANGELES, CA 90014 LISAWISECONSULTING.COM City of Seal Beach Zoning Amendments: Scope, Budget and Schedule Prepared by Lisa Wise Consulting, Inc. (LWQ February 212022- Revised March 9, 2022 This Scope, Budget, and Schedule prepared for the City of Seal Beach ("City") describes a work plan for preparation and adoption of zoning amendments required by State law to fully implement of the City's 6th Cycle Housing Element. The Scope describes the work plan by task and includes associated meetings and deliverables. All meetings are assumed to be conducted online via a videoconferencing platform, unless otherwise noted. The Budget provides details on a total fee of $119,110 excluding optional tasks. The Schedule describes the timing of each task, including meetings, and deliverables for project completion in October 2022. SCOPE Task 1: Project Initiation and Analysis A. Project Initiation Meeting and City Tour. LWC will meet with City staff to discuss the goals and priorities fo' the Zoning Amendments Project ("Project"), review the public outreach process, finalize the work program, timeline and milestones, and clarify roles and responsibilities. Following the meeting, City staff will lead the team on a virtual tour of the City to evaluate existing conditions, such as the locations, intensity, forms and uses of existing development, and neighborhood and corridor character resulting from current development regulations, noting opportunity areas for residential and mixed-use development. B. Technical Analysis, Site Analysis, and Evaluation. LWC will submit a data request to the City for background material related to the Code update, including projects in the "pipeline", recent development projects and proposals. LWC will work closely with the City to identify the highest priority issues with the existing Code. LWC will then conduct a technical analysis and evaluation of applicable ordinances, plans, and policy documents with a particular focus on the City's opportunity areas and potential building types. C. Zoning Code Update Recommendations Memo. Based on the technical analyses, City staff comments, and feedback from stakeholders, LWC will prepare a Zoning Code 983 OSOS STREET, SAN LUIS OBISPO, CA 93401 1 (805) 595 1345 1 LISAWISECONSULTING.COM 11 Update Recommendations Memo. The Memo will highlight General Plan and Housing Element policy direction, assess the strengths and areas in need of attention of the existing Code, and present recommendations for the content and organization of Zoning Amendments. DELIVERABLES Task 1 Meetings 0 Project Initiation Meeting Task 1 Products • Zoning Code Update Recommendations Memo (PDF) Task 2: Public Outreach A. Public Outreach Program. LWC will work with City staff to formulate a Public Outreach Program for the Zoning Code Update using interviews, a workshop, study sessions, surveys and/or a dedicated project page on the City website. The Public Outreach Program will outline goals, methods, and a schedule for outreach events to encourage the community to share feedback, collaborate, and comment on the Zoning Code Amendments. B. Stakeholder Interviews. LWC will conduct up to 4 one-on-one or small group (up to three individuals) interviews with community members who have experience in the Seal Beach development industry, City decision -makers, and/or individuals with experience using the Zoning Code. It is anticipated that these meeting will be held remotely via teleconference. Interviews are intended to provide a confidential setting for interviewees to provide information and perspectives on major issues of concern, deal -breakers, opportunities, desires, and political factors that impact development in the City. Interviewees may include but are not limited to community members, property owners, designers, architects, developers, special interest groups and City officials. LWC will draft questions in coordination with City staff and will provide reference materials for use during the interviews. Following the interviews, LWC will prepare a comprehensive summary of the feedback received. C. Planning Commission Study Session. LWC will participate in a study session with the Planning Commission to introduce the project and gather direction on key issues and priorities. The session will include a presentation and question -and -answer discussion components. Input gathered will guide LWC in the preparation of the Admin Draft Zoning Amendments (Task 3). This task may also take the form of a joint Planning Commission/City Council Study Session. This meeting is assumed to be conducted in- person meetings pending County health guidelines. 983 OSOS STREET, SAN LUIS OBISPO, CA 93401 1 (805) 595 1345 '1 LISAWISECONSULTING.COM 12 D. Community Workshop. Following the release of the Public Review Draft (see Task 4), LWC will lead a Community Workshop to present draft amendments, discuss key changes, and gather input and feedback from the community. The workshop will include a presentation followed by interactive activities designed to engage the community and solicit input on potential changes to the code. Activities may include live surveys, small - group breakout discussions, tabletop sketching activities, and/or "post -it" note activities. This workshop is expected to be held in-person, pending County health guidelines. E. Airport Land Use Commission Working with the City of Seal Beach, LWC will prepare and present zoning options to the Orange County Airport Land Use Commission (ALUC) with the intent of receiving input on their requirements and objectives as it relates to potential modifications of the zoning code required to implement the City's housing element. This task will include one presentation of zoning concepts to the commission as an agenda item at a regular public meeting. Additional meetings, if required, can be arranged for on a time and materials basis. It may be necessary to consult with the ALCU out of sequence with the rest of the outreach program due to their availability. F. Website Materials. Throughout the project, LWC will work closely with the City staff to provide pertinent project material for a web page that will be hosted on the Planning Department's website. Material may include reports, memos, photographs, maps, diagrams, and other information on the project. The webpage provides a record of the process, with meeting dates, agendas, and meeting notes in a central, accessible location. The City will be responsible for hosting, managing, and uploading material to the project Web page. Task 2 Meetings • Stakeholder interviews • PC Study Session Materials • Community Workshop Airport Land rUse Commission Task 2 Products • Public Outreach Program • Survey instrument for personal interviews and/or online survey • Stakeholder Interviews Summary • PC Study Session Materials • Community Meeting Materials • Airport. Land Use Commission Materials Website Materials 983 OSOS STREET, SAN LUIS OBISPO, CA 93401 1 (805) 595 1345 1 LISAWISECONSULTING_COM 13 TASK 3: Administrative Draft Zoning Code A. Working Meetings with City Staff. LWC will participate in up to three 1 -hour working meetings by teleconference with City staff during the development of the Administrative Draft Zoning Amendments. Topics will be determined in coordination with Staff. LWC will provide a summary memo for each meeting. B. Administrative Draft Zoning Amendments. LWC will prepare draft Zoning Amendments required for implementation of the 2021 Seal Beach Housing Element. While the scope and nature of the amendments will be determined through Tasks 1. and Task 2, LWC anticipates this task will include the following; • A New Residential Mixed -Use Zone LC -RHD. LWC will develop a use table and development standards for a new residential mixed-use district that allows an appropriate range of non-residential uses as well as up to at least 40 dwelling units per acre. This zone will ensure that the buildout described by the Housing Element Site Inventory is supported in the Zoning Code. This zone will be added to Chapter 11.2.10. LWC anticipates that it maybe necessary to include sub -areas or additional zones. This scope of services includes of three sets of development standards. Additional zones can be authorized by the City on a time and materials basis. • Supplemental Design Standards for Multi -Family and Mixed -Use Development. LWC will Update and expand upon the supplemental design standards for all residential mixed-use districts in the City, including the existing RDH -46 district and the new LC -RHD district. The supplemental design standards will draw from community input, the design standards of RDH -46 and the design standards of LC - RHD as appropriate. The revised standards will complement the development regulations of the base district and furthermore address the following: o Building massing and scale. Topics may include building type/configuration, building placement at front setback, upper story step -backs, plate heights, and roof form, and adjacencies to lower -intensity districts. o Building design. Topics may include facade articulation, privacy standards, building transparency, entry design, ground floor finish floor elevation and height, corner treatment, window placement and design, Universal Design, and sustainable building design measures. o Site design. Topics may include building orientation and access, parking access and design, landscaping, and sustainable site design measures. 983 OSOS STREET, SAN LUIS OBISPO, CA 93401 1 (805) 595 13451 LISAWISECONSULTING.COM 14 These standards will satisfy the State's requirements for Objective Design Standards in accordance with S13330. The material will be added or integrated into Chapter 11.2.10 as determined in coordination with City Staff. LWC will also identify changes elsewhere in the zoning code that may need to be addressed for consistency. Task 3 Meetings • Working Meetings with City Staff .(3), summary memos Task 3 Products • Administrative Draft Zoning Amendments TASK 4: Public Review Draft Zoning Amendment A. Public Review Draft Zoning Amendments. LWC will prepare a Public Review Draft of Zoning Amendments based on a single set of consolidated, non -conflicting comments from City staff review of the Administrative Draft. Task 4 Products • Public Review Draft (Word and PDF). TASK 5: Review and Adoption A. Planning Commission Hearing (1). LWC will prepare materials/presentations for, and present at a Planning Commission hearings to support adoption of the Zoning Code Amendments. LWC will note commission comments. This presentation will take place in person, pending County health guidelines B. City Council Hearing (1). LWC will prepare materials/presentations for, and present at a City Council hearing to support adoption of the Zoning Code Amendments. This presentation will take place in person, pending County health guidelines 983 OSOS STREET, SAN LUIS OBISPO, CA 93401 1 (805) 595 1345 1 LISAWISECONSULTING.COM 15 C. Final Zoning Amendments. Based on the City Council's final decision/adoption of the Zoning Code and final text changes provided by City staff, LWC will prepare the final Zoning Code Amendments. The document will be produced in MS Word and PDF format and will be made accessible and interactive through online publishing. Task 6 Meetings • Planning Commission Hearing (1) • City Council Hearing: (1) Task 6 Products • Hearing Draft Zoning Amendments (Word and PDF) • Final Draft Zoning Amendments (Word and PDF), and erratum • Final Zoning Amendments (Word and PDF)' TASK 6: CEQA Support A. CEQA Support LWC will work with the city and its selected consultants to resolve issues related to the requirements of the California Environmental Quality Act (CEQA). It is expected that this project will require LWC to prepare estimates of development capacity and potential unit count associated with the zoning program. LWC will supply support as needed as the City moves to certify a negative declaration (ND) or mitigated negative declaration (MND) for the project. Task 7: Optional Tasks B. Community Survey. LWC will prepare an online community survey to gather ideas and concerns related to new multi -family residential and mixed-use development in Seal Beach. The survey will be designed in collaboration with the City staff and is anticipated to do the following: a. Address neighborhood characterandscaie. The survey will inform the community of the issues at hand, question the community on the range and locations of non- residential uses, and explore options for building location and design. b. Address approaches to regulating design. Survey questions will focus on whether and how specific design elements should be regulated. Questions will isolate individual design elements (e.g., roof design, frontage design, parking) to show the community the many factors that contribute to building design and neighborhood compatibility. 983 OSOS STREET, SAN LUIS OBISPO, CA 93401 1 (805) 595 1345 1 LISAWISECONSULTING.COM, 16 c. Best practices inhuman informant research. All participants will be assured that no personally identifiable information will be included in reports, communications or memos, that participation is completely voluntary and that the survey is kept brief and concise (avoiding compound questions) so participants' time commitment is respected. C. Conceptual Site Plans and Buildout. LWC will prepare conceptual site plan for opportunity sites identified in the Housing Element. The site plans will aid the City staff in visualizing a potential development scenario that complies with all applicable development standards. For each development site, LWC will prepare a site plan, a 3D massing model of the conceptual development plan, and a corresponding buildout table. D. Zoning Map. LWC will update the citywide Zoning map to identify the location of the new zones. The Zoning Map will be based on the most current GIS files to be provided by staff, LWC will also participate in calls (up to 6) with the City staff to discuss map edits. The final map will be provided to City staff in an ESRI GIS format. LWC assumes that the most recent parcel GIS files available will be sufficient and accurate (i.e., include current parcel boundaries, zoning, land use designations, etc. in a compatible ESRI GIS format). 983 OSOS STREET, SAN LUIS OBISPO, CA 93401 1 (805) 595 1.345 1 LISAWISECONSULTING.COM 17 BUDGET LWC proposes to complete the scope of services described above in a seven (7) month time frame with delivery of the public review of draft zoning amendments (Task 4) in September 2022. This schedule allows for adoption of the revised zoning standards (Task 5) in October 2022. Fees for professional service hours are detailed on the table below The fees include in person meetings as specified in the scope of services, subject to County heath guidelines. Lisa Wise Consulfiin, Inc.__ Principal ��11101 Associ _ J Meetings City of Seal Beach , Zoning' . :Amendments Total Task 1: Project Initiation and Analysis r Task 2: Public Outreach Task 3: Administrative Draft Zoning Amendments Task 4: Public Review Draft Zoning Amendments • . • ; ; Task 5: Review and Adoption • . Task 6: CEQA Coordination tion - -- ,a®_ • . ' Sub -Total _ 1 46 $13,110 64 p $17,640 I 188 1 $38,220 11 172 1 $29,140' $21.000 1 $119.110 983 OSOS STREET, SAN LUIS OBISPO, CA 93401 1 (805) 595 1345 1 LISAWISECONSULTING_COM 18 SCHEDULE 2022 MARCH APRIL MAY JUNE JULY Task 1: ProjectInitaticn Initiation Analysis 1 OMeeting Rees I ®Memo i Task 2: Community Outreach r Stakeholder PC Study tl Outreach Program Interviews 'Session Task 3: Admin Draft -�� Admin Zoning Amendments i ®Drag Task 4: PRD Zoning Amendments Task 5: Adoption and I FinalAmendments (i AUGUST SEPT OCT Workshop /Public Review Draft I Products O Meeting Community Hearing Workshop Healing �1 Draft®� Ii i 983 OSOS STREET, SAN LUIS OBISPO, CA 93401 1 (805) 595 1345 1 LISAWISECONSULTING.COM 19 I IRAWIR-n1 PATRAn8 ACORO® CERTIFICATE OF LIABILITY INSURANCE ATE (MM/ D 2022 3/31/ 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 License # 0305584 Morris & Garritano Insurance Agency, Inc. PO Drawer 1189 San Luis Obispo, CA 93406 CONMTA NAE: CT Kim Garcia (Q PHONE ); (805) 543-6887133 FAX No): E-MAIL k arcia morris arritano.com 9 @ 9 INSURER(S) AFFORDING COVERAGE NAIC # INSURER A: Sentinel Insurance Company 11000 INSURED INSURER 13: Ohio Security Insurance Company 24082 INSURER c -Oak River Insurance Company 34630 Lisa Wise Consulting, Inc. INSURERD:Twin City Fire Insurance Company29459 983 Osos Street San Luis Obispo, CA 93401 INSURER E INSURER F: 4/1/2022 rnvoowr_oc e'CGTICIf'ATC wIMRFR• RFVIRlf7N Nt1MRFR: vTHIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. INSR LTR TYPE OF INSURANCE ADDL D SUBR WVD POLICY NUMBER POLICY EFF IDD(MMIDDIYYYYI POLICY EXP LIMITS A X COMMERCIAL GENERAL LIABILITY EACH OCCURRENCE S 2,000,000 DAMAGE TO RENTED $ 1,000,000 anrM CLAIMS -MADE a OCCUR X 51SBABA5314 4/1/2022 4/1/2023 MED EXP (Any oneperson) S 10'000 PERSONAL&ADV INJURY S 2,000,000 GEN'LAGGREGATE LIMIT APPLIES PER: X EBT FILOC POLICY [:] S GENERAL AGGREGATE S 4,000,000 PRODUCTS - COMP/OP AGG $ 4,000,000 S OTHER: B AUTOMOBILE LIABILITY COMBINED SINGLE LIMIT 1,o00,000 Ea acadent $ BODILY INJURY Perperson) S X ANY AUTO X BAS56524792 4/1/2022 4/1/2023 BODILY INJURY Per accident S OWNED SCHEDULED AUTOS ONLY AUTOS PeOr aden DAMAGE S yVN D AUTOS ONLY A&TNOS ONEY S UMBRELLA LIAB HOCCUR EACROCCURRENCE _ S AGGREGATE $ EXCESS LIAB CLAIMS -MADE DED I I RETENTION $ S C WORKERS COMPENSATION AND EMPLOYERS' LIABILITY YIN Y1,000,000 OFFICEWMEMBER EXCLUDED? ECUTIVE ❑ (Mandatory In NH) NIA LIWC320683 4/1/2022 4/1/2023 X PER OTH- TAT TE ER _ E.L. EACH ACCIDENT $ E.L. DISEASE - EA EMPLOYEE S 1,000,000 - POLICY LIMIT S 1,000,000 If yes, describe under DESCRIPTION OF OPERATIONS below I D Professional Liab. 51 PGO282457 4/1/2022 4/1/2023 Per Claim & Agg. 2,000,000 D Professional Liab. 51 PG0282457 4/1/2022 4/1/2023 Deductible 5,000 DESCRIPTION OF OPERATIONS I LOCATIONS I VEHICLES (ACORD 101, Additional Remarks Schedule, may be attached if more space is required) Re: Zoning Code Update - Implementation of Housing element, Seal Beach. See forms attached as required by written contract: GL: AI/PNC - SS0008 0405; AL: Al - AC8543 0821. ^rrrr—A— u^r M= CAIUr_FI I ATI11N ACORD 25 (2016/03) ©1988-2015 AGUKU GUKNUKA 1 IUN. Au rlgnrs reserves. The ACORD name and logo are registered marks of ACORD SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE City of Seal Beach THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. 211 Eighth Street, Seal Beach, CA 90740 AUTHORIZED REPRESENTATIVE I A OKAY ACORD 25 (2016/03) ©1988-2015 AGUKU GUKNUKA 1 IUN. Au rlgnrs reserves. The ACORD name and logo are registered marks of ACORD 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 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 I. 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 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. Page 10 of 24 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: (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 under this insurance. e. Unnamed Subsidiary Any subsidiary and subsidiary thereof, of yours which is a legally incorporated entity of which you own a financial interest of more than 50% of the voting stock on the effective date of this Coverage Part. The insurance afforded herein for any subsidiary not shown in the Declarations as a named insured does not apply to injury or damage with respect to which an insured under this insurance is also an insured under another policy or would be an insured under such policy but for its termination or upon the exhaustion of its limits of insurance. 3. Newly Acquired Or Formed Organization Any organization you newly acquire or form, other than a partnership, joint venture or limited liability company, and over which you maintain financial interest of more than 50% of the voting stock, will qualify as a Named Insured if there is no other similar insurance available to that organization. However: a. Coverage under this provision is afforded only until the 180th day after you acquire or form the organization or the end of the policy period, whichever is earlier; and BUSINESS LIABILITY COVERAGE FORM b. Coverage under this provision does not apply to: (1) "Bodily injury" or "property damage" that occurred; or (2) "Personal and advertising injury" arising out of an offense committed before you acquired or formed the organization. 4. Operator Of Mobile Equipment With respect to "mobile equipment" registered in your name under any motor vehicle registration law, any person is an insured while driving such equipment along a public highway with your permission. Any other person or organization responsible for the conduct of such person is also an insured, but only with respect to liability arising out of the operation of the equipment, and only if no other insurance of any kind is available to that person or organization for this liability. However, no person or organization is an insured with respect to: a. "Bodily injury" to a co -"employee" of the person driving the equipment; or b. "Property damage" to property owned by, rented to, in the charge of or occupied by you or the employer of any person who is an insured under this provision. 5. Operator of Nonowned Watercraft With respect to watercraft you do not own that is less than 51 feet long and is not being used to carry persons for a charge, any person is an insured while operating such watercraft with your permission. Any other person or organization responsible for the conduct of such person is also an insured, but only with respect to liability arising out of the operation of the watercraft, and only if no other 'insurance of any kind is available to that person or organization for this liability. However, no person or organization is an insured with respect to: a. "Bodily injury" to a co -"employee" of the person operating the watercraft; or b. "Property damage" to property owned by, rented to, in the charge of or occupied by you or the employer of any person who is an insured under this provision. CJ Additional _Insureds When _Required By Written Contract, Written Agreement Or Permit The person(s) or organization(s) identified in Paragraphs a. through f. below are additional insureds when you have agreed, in a written Form SS 00 08 04 05 Page 11 of 24 BUSINESS LIABILITY COVERAGE FORM contract, written agreement or because of a (e) Any failure to make such permit issued by a state or political subdivision, that such person or organization inspections, adjustments, tests or be added as an additional insured on your servicing as the vendor has 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 However, no such person or organization is an at the vendor's premises in additional insured under this provision if such connection with the sale of the person or organization is included as an product; 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 Any person(s) or organization(s) (referred to damage" arising out of the sole below as vendor), but only with respect to negligence of the vendor for its "bodily injury" or "property damage" arising own acts or omissions or those of out of "your products" which are distributed its employees or anyone else or sold in the regular course of the vendor's acting on its behalf. However, this business and only if this Coverage Part exclusion does not apply to: provides coverage for "bodily injury" or (i) The exceptions contained in properly 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 This insurance does not apply to: course of business, in (a) "Bodily injury" or "properly connection with the distributionor damage" for which the vendor is sale of the products. obligated to pay damages by (2) This insurance does not apply to any reason of the assumption of insured person or organization from liability in a contract or agreement. whom you have acquired such products, This exclusion does not apply to or any ingredient, part or container, liability for damages that the entering into, accompanying or vendor would have in the absence containing such products. 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 (c) Any physical or chemical change with respect to their liability for "bodily in the product made intentionally injury"„ "property damage" or by the vendor; " personal and advertising injury" d () Repackaging, except when caused, in whole or in part, by your unpacked solely for the purpose of maintenance, operation or use of inspection, demonstration, testing, equipment leased to you by such or the substitution of parts under person or organization. instructions from the manufacturer, and then repackaged in the original container; Page 12 of 24 Form SS 00 08 04 05 (2) With respect to the insurance afforded to these additional insureds, this insurance does not apply to any "occurrence" which takes place after you cease to lease that equipment. c. Lessors Of Land Or Premises (1) Any person or organization from whom you lease land or premises, but only with respect to liability arising out of the ownership, maintenance or use of that part of the land or premises leased to you. (2) With respect to the insurance afforded to these additional insureds, this insurance does not apply to: (a) Any "occurrence" which takes place after you cease to lease that land or be a tenant in that premises; or (b) Structural alterations, new construction or demolition operations performed by or on behalf of such person or organization. d. Architects, Engineers Or Surveyors (1) Any architect, engineer, or surveyor, but only with respect to liability for "bodily injury", "property damage" or "personal and advertising injury" caused, in whole or in part, by your acts or omissions or the acts or omissions of those acting on your behalf: (a) In connection with your premises; or (b) In the performance of your ongoing operations performed by you or on your behalf. (2) With respect to the insurance afforded to these additional insureds, the following additional exclusion applies: This insurance does not apply to "bodily injury", "property damage" or "personal and advertising injury" arising out of the rendering of or the failure to render any professional services by or for you, including: (a) The preparing, approving, or failure to prepare or approve, maps, shop drawings, opinions, reports, surveys, field orders, change orders, designs or drawings and specifications; or (b) Supervisory, inspection, architectural or engineering activities. BUSINESS LIABILITY COVERAGE FORM e. Permits Issued By State Or Political Subdivisions (1) Any state or political subdivision, but only with respect to operations performed by you or on your behalf for which the state or political subdivision has issued a permit. (2) With respect to the insurance afforded to these additional insureds, this insurance does not apply to: (a) "Bodily injury", "property damage" or "personal and advertising injury" arising out of operations performed for the state or municipality; or (b) "Bodily injury' or "property damage" included within the "products - f. Any Other Party (1) Any other person or organization who is not an insured under Paragraphs a. through e. above, but only with respect to liability for "bodily injury", "property damage" or "personal and advertising injury" caused, in whole or in part, by your acts or omissions or the acts or omissions of those acting on your behalf: (a) In the performance of your ongoing operations; (b) In connection with your premises owned by or rented to you; or (c) In connection with "your work" and included within the "products - completed operations hazard", but only if (i). The written contract or written agreement requires you to provide such coverage to such additional insured; and (ii) This Coverage Part provides coverage for "bodily injury" or "property damage" included within the "products - completed operations hazard". (2) With respect to the insurance afforded to these additional insureds, this insurance does not. apply to: "Bodily injury", "property damage" or "personal and advertising injury" arising out of the rendering of, or the failure to render, any professional architectural, engineering or surveying services, including: Form SS 00 08 04 05 Page 13 of 24 BUSINESS LIABILITY COVERAGE FORM (a) The preparing, approving, or failure to prepare or approve, maps, shop drawings, opinions, reports, surveys, field orders, change orders, designs or drawings and specifications; or (b) Supervisory, inspection, architectural or engineering activities. The limits of insurance that apply to additional insureds are described in Section D. — Limits 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. 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. U. LIAMILI I T AND MEDICAL EXPENSES LIMITS OF INSURANCE I. The Most We Will Pay The Limits of Insurance shown in the Declarations and the rules below fix the most we will pay regardless of the number of: a. Insureds; b. Claims made or "suits" brought; or c. Persons or organizations making claims or bringing "suits". 2. Aggregate Limits The most we will pay for: a. Damages because of "bodily injury" and "property damage" included in the "products -completed operations hazard" is the Products -Completed Operations Aggregate Limit shown in the Declarations. b. Damages because of all other "bodily injury", "property damage" or "personal and advertising injury",, including medical expenses, is the General Aggregate Limit shown in the Declarations. This General Aggregate Limit applies separately to each of your "locations" owned by or rented to you. "Location" means premises involving the same or connecting lots, or premises whose connection is interrupted only by a street, roadway or right-of-way of a railroad. Page 14 of 24 This General Aggregate limit does not apply to "property damage" to premises while rented to you or temporarily occupied by you with permission of the owner, arising out of fire, lightning or explosion. 3. Each Occurrence Limit Subject to 2.a. or 2.b above, whichever applies, the most we will pay for the sum of all damages because of all "bodily injury", "property damage" and medical expenses arising out of, any one "occurrence" is the Liability and Medical Expenses Limit shown in the Declarations. The most we will pay for all medical expenses because of "bodily injury" sustained by any one person is the Medical Expenses Limit shown in the Declarations. 4. Personal And Advertising Injury Limit Subject to 2.b. above, the most we will pay for the sum of all damages because of all "personal and advertising injury" sustained by any one person or organization is the Personal and Advertising Injury Limit shown in the Declarations. 5. Damage To Premises Rented To You Limit The Damage To Premises Rented To You Limit is the most we will pay under Business Liability Coverage for damages because of "property damage" to any one premises, while rented to you, or in the case of damage by fire, lightning or explosion, while rented to you or temporarily occupied by you with permission of the owner. In the case of damage by fire, lightning or explosion, the Damage to Premises Rented To You Limit applies to all damage proximately caused by the same event, whether such damage results from fire, lightning or explosion or any combination of these. 6. How Limits Apply To Additional Insureds The most we will pay on behalf of a person or organization who is an additional insured under this Coverage Part is the lesser of: a. The limits of insurance specified in a written contract, written agreement or permit issued by a state or political subdivision; or b. The Limits of Insurance shown in the Declarations. Such amount shall be a part of and not in addition to the Limits of Insurance shown in the Declarations and described in this Section. Form SS 00 08 04 05 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 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 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 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 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: BUSINESS LIABILITY COVERAGE FORM (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 cosi, 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, 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 the 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 only when such "occurrence", offense, claim or "suit" is known to: (1) You or any additional insured that is an individual; (2) Any partner, if you or an additional insured is a partnership; (3) Any manager, if you or an additional insured is a limited liability company; (4) Any "executive officer" or insurance manager, if you or an additional insured is a corporation; (5) Any trustee, if you or an additional insured is a trust; or (6) Any elected or appointed official, if you or an additional insured is a political subdivision or public entity. Form SS 00 08 04 05 Page 15 of 24 BUSINESS LIABILITY COVERAGE FORM This Paragraph f. applies separately to you and any additional insured. 3. Financial Responsibility Laws a. When this policy is certified as proof of financial responsibility for the future under the provisions of any motor vehicle financial responsibility law, the insurance provided by the policy for "bodily injury" liability and "property damage" liability will comply with the provisions of the law to the extent of the coverage and limits of insurance required by that law. b. With respect to "mobile equipment" to which this insurance applies, we will provide any liability, uninsured motorists, underinsured motorists, no-fault or other coverage required by any motor vehicle law. We will provide the required limits for those coverages. 4. Legal Action Against Us No person or organization has a right under this Coverage Form: 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 Form 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. 5. 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. 6. 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 Page 16 of 24 (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. 7. 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 or similar coverage for "your work'; (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 A. — Coverages. (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 A. — Coverages. Form SS 00 08 04 05 (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 COMMERCIAL AUTO AC 85 43 08 21 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. CALIFORNIA BUSINESS AUTO COVERAGE ENHANCEMENT ENDORSEMENT This endorsement modifies insurance provided under the following: BUSINESS AUTO COVERAGE FORM With respect to coverage afforded by this endorsement, the provisions of the policy apply unless by the endorsement. modified If the policy to which this endorsement is attached also contains a Business Auto Coverage Endorsement with a specific state named in the title, this endorsement Enhancement does not apply to vehicles that specified state. garaged in COVERAGEINDEX SUBJECT ACCIDENTAL AIRBAG DEPLOYMENT PROVISION NUMBER ADDITIONAL INSURED BY CONTRACT, AGREEMENT OR PERMIT 12 AMENDED DUTIES IN THE EVENT OF ACCIDENT, CLAIM, SUIT OR LOSS3 AMENDED FELLOW EMPLOYEE EXCLUSION 20 AUDIO, VISUAL AND DATA ELECTRONIC EQUIPMENT COVERAGE 5 BODILY INJURY REDEFINED 14 EMPLOYEES AS INSUREDS (Including Employee Hired Auto) 24 EXTRA EXPENSE -BROADENED COVERAGE 2 GLASS REPAIR- WAIVER OF DEDUCTIBLE 10 HIRED AUTO COVERAGE TERRITORY 16 HIRED AUTO PHYSICAL DAMAGE (Including Employee Hired Auto) 22 LOAN / LEASE GAP (Coverage Not Available In New York) 6 NEWLY FORMED OR ACQUIRED SUBSIDIARIES 15 PARKED AUTO COLLISION COVERAGE (WAIVER OF DEDUCTIBLE) 1 PERSONAL EFFECTS COVERAGE 17 PHYSICAL DAMAGE - ADDITIONAL TRANSPORTATION EXPENSE COVERAGE 11 PHYSICAL DAMAGE DEDUCTIBLE - VEHICLE TRACKING SYSTEM 8 PRIMARY AND NON-CONTRIBUTORY - WRITTEN CONTRACT OR WRITTEN AGREEMENT 13 RENTAL REIMBURSEMENT 23 SUPPLEMENTARY PAYMENTS 9 TOWING AND LABOR 4 TWO OR MORE DEDUCTIBLES 7 UNINTENTIONAL FAILURE TO DISCLOSE HAZARDS 18 WAIVER OF TRANSFER OF RIGHTS OF RECOVERYAGAINST OTHERS TO US 19 21 SECTION If - LIABILITY COVERAGE is amended as follows: I. NEWLY FORMED OR ACQUIRED SUBSIDIARIES SECTION If - LIABILITY COVERAGE, Paragraph A.1. Who fs An Insured is amended to following as an "insured": include the d. Any legally incorporated subsidiary of which you own more than 50 percent interest Policy period. Coverage is afforded only for 90 days from during the the date of acquisition or y However, "insured" does not include any organization that: formation. (1) Is a partnership or joint venture; or (2) Is an "insured" under any other automobile policy except a policy written specificall y to apply in excess of this policy; or (3) Has exhausted its Limit of Insurance or had its policy terminated under any other policy. automobile 2021 ty Mutual Insurance AC 85 43 08 21 Includes copyrighted mateerial of Insurance ce Services Office, Inc., with its permission. Page 1' of 7 Coverage under this provision d. does not apply to "bodily injury" or "property damage" that occurred before you acquired or formed the organization. 2. EMPLOYEES AS INSUREDS SECTION 11 - LIABILITY COVERAGE, Paragraph A.I. Who Is An Insured is amended to include the following as an "insured": e. Any "employee" of yours while using a covered "auto" you do not own, hire or borrow but only for acts within the scope of their employment by you. Insurance provided by this endorsement is excess over any other insurance available to any "employee". f. Any "employee" of yours while operating an "auto" hired or borrowed under a written contract or agreement in that "employee's" name, with your permission, while performing duties related to the conduct of your business and within the scope of their employment. Insurance provided by this endorsement is excess over any other insurance available to the "employee". " 3. ADDITIONAL INSURED BY CONTRACT, AGREEMENT OR PERMIT SECTION II - LIABILITY COVERAGE, Paragraph A.1. Who Is An Insured is amended to include the " following as an "insured": g. Any person or organization with respect to the operation, maintenance or use of a covered "auto", provided that you and such person or organization have agreed in a written contract, written agreement, or permit issued to you by governmental or public authority, to add such person, or or public authority to this policy as an "insured". organization, or governmental However, such person or organization is an "insured": (1) Only with respect to the operation, maintenance or use of a covered "auto'; (2) Only for "bodily injury" or "property damage" caused by an "accident" which takes place after you executed the written contract or written agreement, or the permit has been issued to you; and " (3) Only for the duration of that contract, agreement or permit. The "insured" is required to submit a claim to any other insurer to which coverage could apply for defense and indemnity. Unless the "insured" has agreed in writing to primary noncontributory wording per enhancement number 23, this policy is excess over any other collectible insurance. 4. SUPPLEMENTARY PAYMENTS SECTION II - LIABILITY COVERAGE, Coverage Extensions, 2.a. Supplementary Payments, Paragraphs (2) and (4) are replaced by the following: (2) Up to $3,000 for cost of bail bonds (including bonds for related traffic violations ) required because of an "accident" we cover. We 'do not have to furnish these bonds. (4) All reasonable expenses incurred by the "insured" at our request, including actual loss of earnings up to $500 a day because of time off from work. S. AMENDED FELLOW EMPLOYEE EXCLUSION In those jurisdictions where, by law, fellow "employees" are not entitled to the protection afforded to the employer by the workers compensation exclusivity rule, or similar protection, the, following provi- sion is added: p SECTION 11 - LIABILITY, Exclusion B.S. Fellow Employee does not apply if the "bodily injury" results from the use of a covered "auto" you own or hire if you have workers compensation insurance in force for all of your "employees" at the time of "loss". This coverage is excess over any other collectible insurance. SECTION III - PHYSICAL DAMAGE COVERAGE is amended as follows: 6. HIRED AUTO PHYSICAL DAMAGE Paragraph A.4. Coverage Extensions of SECTION III - PHYSICAL DAMAGE COVERAGE, is amended by adding the following: If hired "autos" are covered "autos" for Liability Coverage, and if Comprehensive, Specified Causes of Loss or Collision coverage are provided under the Business Auto Coverage Form for any "'auto" you own, then the Physical Damage coverages provided are extended to "autos": © 2021 Liberty. Mutual Insurance AC 85 43 08 21 Includes copyrighted material of Insurance Services Office, Inc., with its permission. Page 2 of 7 a. You hire, rent or borrow; or b. Your "employee" hires or rents under a written contract or agreement in that "employee's" name, but only if the damage occurs while the vehicle is being used in the conduct of your business, subject to the following limit and deductible: a. The most we will pay for "loss" in any one "accident" or "loss" is the smallest of: (1) $50,000; or (2) The actual cash value of the damaged or stolen property as of the time of the "loss"; or (3) The cost of repairing or replacing the damaged or stolen property with other property of like kind and quality, minus a deductible. b. The deductible will be equal to the largest deductible applicable to any owned "auto" for that coverage. c. Subject to the limit, deductible and excess provisions described in this provision, we will provide coverage equal to the broadest coverage applicable to any covered "auto" you own. d. Subject to a maximum of $1,000 per "accident", we will also cover the actual loss of use of the hired "auto" if it results from an "accident", you are legally liable and the lessor incurs an actual financial loss. e. This coverage extension does not apply to: (1) Any "auto" that is hired, rented or borrowed with a driver; or (2) Any "auto" that is hired, rented or borrowed from your "employee" or any member of your "employee's" household. Coverage provided under this extension is excess over any other collectible insurance available at the time of "loss". 7. TOWING AND LABOR SECTION III - PHYSICAL DAMAGE COVERAGE, Paragraph A.2. Towing, is amended by the addition of the following: We will pay towing and labor costs incurred, up to the limits shown below, each time a covered "auto" classified and rated as a private passenger type, "light truck" or "medium truck" is disabled: a. For private passenger type vehicles, we will pay up to $75 per disablement. b. For "light trucks", we will pay up to $75 per disablement. "Light trucks" are trucks that have a gross vehicle weight (GV" of 10,000 pounds or less. c. For "medium trucks", we will pay up to $150 per disablement. "Medium trucks" are trucks that have a gross vehicle weight (GVq of 10,001 - 20,000 pounds. However, the labor must be performed at the place of disablement. 8. PHYSICAL DAMAGE -ADDITIONAL TRANSPORTATION EXPENSE COVERAGE Paragraph A.4.a. Coverage Extensions, Transportation Expenses of SECTION 111 - PHYSICAL DAMAGE COVERAGE, is amended to provide a limit of $50 per day and a maximum limit of $1,500. 9. RENTAL REIMBURSEMENT SECTION III - PHYSICAL DAMAGE COVERAGE, A. Coverage, is amended by adding the following: a. We will pay up to $75 per day for rental reimbursement expenses incurred by you for the rental of an "auto" because of "accident" or "loss", to an "auto" for which we also pay a "loss" under Comprehensive, Specified Causes of Loss or Collision Coverages. We will pay only for those ex- penses incurred after the first 24 hours following the "accident" or "loss" to the covered "auto." b. Rental Reimbursement requires the rental of a comparable or lesser vehicle, which in many cases may be substantially less than $75 per day, and will only be allowed for the period of time it should take to repair or replace the vehicle with reasonable speed and similar quality, up to a maximum of 30 days. c. We will also pay up to $500 for reasonable and necessary expenses incurred by you to remove and replace your tools and equipment from the covered "auto". This limit is excess over any other collectible insurance. Mutual AC 85 43 08 21 Includes copyrighted ma0 2021 teerial of Insurance ance Services Office, Inc., with its permission. Page 3 of 7 d. This coverage does not apply unless you have a business necessity that other "autos" available for your use and operation cannot fill. e. If "loss" results from the total theft of a covered "auto" of the private passenger type, we will pay under this coverage only that amount of your rental reimbursement expenses which is not already provided under Paragraph 4. Coverage Extension. f. No deductible applies to this coverage. g. The insurance provided under this extension is excess over any other collectible insurance. If this policy also provides Rental Reimbursement Coverage you purchased, the coverage provided by this Enhancement Endorsement is in addition to the coverage you purchased. For the purposes of this endorsement provision, materials and equipment do not include "personal effects" as defined in provision 11.B. 10. EXTRA EXPENSE - BROADENED COVERAGE Under SECTION III - PHYSICAL DAMAGE COVERAGE, A. Coverage, we will pay for the expense of returning a stolen covered "auto" to you. The maximum amount we will pay is $1,000. 11. PERSONAL EFFECTS COVERAGE A. SECTION III - PHYSICAL DAMAGE COVERAGE, A. Coverage, is amended by adding the following: If you have purchased Comprehensive Coverage on this policy for an "auto" you own and that "auto" is stolen, we will pay, without application of a deductible, up to $600 for "personal effects" stolen with the "auto." The insurance provided under this provision is excess over any other collectible insurance. B. SECTION V - DEFINITIONS is amended by adding the following: For the purposes of this provision, "personal effects" mean tangible property that is worn or carried by an "insured." "Personal effects" does not include tools, equipment, jewelry, money or securi- ties. 12. ACCIDENTAL AIRBAG DEPLOYMENT SECTION III - PHYSICAL DAMAGE COVERAGE, B. Exclusions is amended by adding the following: If you have purchased Comprehensive or Collision Coverage under this policy, the exclusion for "loss" relating to mechanical breakdown does not apply to the accidental discharge of an airbag. Any insurance we provide shall be excess over any other collectible insurance or reimbursement by manufacturer's warranty. However, we agree to pay any deductible applicable to the other coverage or warranty. 13. PHYSICAL DAMAGE DEDUCTIBLE -VEHICLE TRACKING SYSTEM SECTION III - PHYSICAL DAMAGE COVERAGE, D. Deductible, is amended by adding the following: Any Comprehensive Deductible shown in the Declarations will be reduced by 50% for any "loss" caused by theft if the vehicle 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 the vehicle. 14. AUDIO, VISUAL AND DATA ELECTRONIC EQUIPMENT COVERAGE SECTION III - PHYSICAL DAMAGE COVERAGE, B. Exclusions, Paragraph a. of the exception to exclu- sions 4.c. and 4.d. is deleted and replaced with the following: Exclusions 4.c. and 4.d. do not apply to: a. Electronic equipment that receives or transmits audio, visual or data signals, whether or not de- signed solely for the reproduction of sound, if the equipment is: (1) Permanently installed in the covered "auto" at the time of the "loss" or removable from a housing unit that is permanently installed in the covered "auto'; and (2) Designed to be solely operated by use from the power from the "auto's" electrical system; and (3) Physical damage coverages are provided for the covered "auto". If the "loss" occurs solely to audio, visual or data electronic equipment or accessories used with this equipment, then our obligation to pay for, repair, return or replace damaged or stolen property will be reduced by a $100 deductible. © 2021 Liberty Mutual Insurance AC 85 43 08 21 Includes copyrighted material of Insurance Services Office, Inc., with its permission. Page 4 of 7 15. LOAN / LEASE GAP COVERAGE (Not Applicable In New York) A. Paragraph C. Limit Of Insurance of SECTION 111 - PHYSICAL DAMAGE COVERAGE is amended by adding the following: The most we will pay for a "total loss" to a covered "auto" owned by or leased to you in any one "accident" is the greater of the: I. Balance due under the terms of the loan or lease to which the damaged covered "auto" is subject at the time of the "loss" less the amount of. a. Overdue payments 'and financial penalties associated with those payments as of the date of the "loss' b. Financial penalties imposed under a lease due to high mileage, excessive use or abnormal wear and tear; c. Costs for extended warranties, Credit Life Insurance, Health, Accident or Disability Insur- ance purchased. with the loan or lease; d. Transfer or rollover balances from previous loans or leases; e. Final payment due under a "Balloon Loan"; f. The dollar amount of any unrepaired damage which occurred prior to the "total loss" of a covered "auto'; g. Security deposits not refunded by a lessor; h. All refunds payable or paid to you as a result of the early termination of a lease agreement or as a result of the early termination of any warranty or extended service agreement on a covered "auto'; i. Any amount representing taxes; j. Loan or lease termination fees; or 2. The actual cash value of the damage or stolen property as of the time of the "loss". An adjustment for depreciation and physical condition will be made in determining the actual cash value at the time of the "loss". This adjustment is not applicable in Texas. B. Additional Conditions This coverage applies only to the original loan for which the covered "auto" that incurred the "loss" serves as collateral, or lease written on the covered "auto" that incurred the "loss". C. SECTION V - DEFINITIONS is changed by adding the following: As used in this endorsement provision, the following definitions apply: "Total loss" means a "loss" in which the cost of repairs plus the salvage value exceeds the actual cash value. A "balloon loan" is one with periodic payments that are insufficient to repay the balance over the term of the loan, thereby requiring a large final payment. 16. GLASS REPAIR - WAIVER OF DEDUCTIBLE Paragraph D. Deductible of SECTION 111 - PHYSICAL DAMAGE COVERAGE is amended by the addition of the following: No deductible applies to glass damage if the glass is repaired rather than replaced. 17. PARKED AUTO COLLISION COVERAGE (WAIVER OF DEDUCTIBLE) Paragraph D. Deductible of SECTION III - PHYSICAL DAMAGE COVERAGE is amended by the addition of the following: The deductible does not apply to "loss" caused by collision to such covered "auto" of the private passenger type or light weight truck with a gross vehicle weight of 10,000 lbs. or less as defined by the manufacturer as maximum loaded weight the "auto" is designed to carry while it is: a. In the charge of an "insured'; b. Legally parked; and c. Unoccupied. AC 85 43 08 21 Includes copyrighted ma@ 2021 terial of I su ance Services Office, Inc., with its permission. Page 5 of 7 The "loss" must be reported to the police authorities within 24 hours of known damage. The total amount of the damage to the covered "auto" must exceed the deductible shown in the Declarations. This provision does not apply to any "loss" if the covered "auto" is in the charge of any person or organization engaged in the automobile business. 18. TWO OR MORE DEDUCTIBLES Under SECTION III - PHYSICAL DAMAGE COVERAGE, if two or more company policies or coverage forms apply to the same "accident", the following applies to Paragraph D. Deductible a. If the applicable Business Auto deductible is the smaller (or smallest) deductible, it will be waived; or b. If the applicable Business Auto deductible is not the smaller (or smallest) deductible , it will be reduced by the amount of the smaller (or smallest) deductible; or c. If the "loss" involves two or more Business Auto coverage forms or policies, the smaller (or smallest) deductible will be waived. For the purpose of this endorsement, company means any company that is part of the Liberty Mutual Group. SECTION IV - BUSINESS AUTO CONDITIONS is amended as follows: 19. UNINTENTIONAL FAILURE TO DISCLOSE HAZARDS SECTION IV- BUSINESS AUTO CONDITIONS , Paragraph B.2. is amended by adding the following: If you unintentionally fail to disclose any hazards, exposures or material facts existing as of the incep- tion date or renewal date of the Business Auto Coverage Form, the coverage afforded by this policy will not be prejudiced. However, you must report the undisclosed hazard of exposure as soon as practicable after its discovery, and we have the right to collect additional premium for any such hazard or exposure. 20. AMENDED DUTIES IN THE EVENT OF ACCIDENT, CLAIM, SUIT OR LOSS SECTION IV - BUSINESS AUTO CONDITIONS , Paragraph A.2.a. is replaced in its entirety by the follow- ing: a. In the event of "accident", claim, "suit" or "loss", you must promptly notify us when it is known to: (1) You, if you are an individual; (2) A partner, if you are a partnership; (3) Member, if you are a limited liability company; (4) An executive officer or the "employee" designated by the Named Insured to give such notice, if you are a corporation. To the extent possible, notice to us should include: (a) How, when and where the "accident" or "loss" took place; (b) The "insured's" name and address; and (c) The names and addresses of any injured persons and witnesses. 21. WAIVER OF TRANSFER. OF RIGHTS OF RECOVERY AGAINST OTHERS TO US SECTION IV - BUSINESS AUTO CONDITIONS , Paragraph A.S. Transfer Of Rights Of Recovery Against Others To Us, is amended by the addition of the following: If the person or organization has in a written agreement waived those rights before an "accident" or "loss", our rights are waived also. 22. HIRED AUTO COVERAGE TERRITORY SECTION IV - BUSINESS AUTO CONDITIONS , Paragraph B.7. Policy Period, Coverage Territory , is amended by the addition of the following: f. For "autos" hired 30 days or less, the coverage territory is anywhere in the world, provided that the "insured's" responsibility to pay for damages is determined in a "suit", on the merits, in the United States, the territories and possessions of the United States of America, Puerto Rico or Canada or in a settlement we agree to. © 2021 Liberty Mutual Insurance AC 85 43 08 21 Includes copyrighted material of Insurance Services Office, Inc., with its permission. Page 6 of 7 This extension of coverage does not apply to an "auto" hired, leased, rented or borrowed with a driver. 23. PRIMARY AND NON-CONTRIBUTING IF REQUIRED BY WRITTEN CONTRACT OR WRITTEN AGREE- MENT The following is added to SECTION IV - BUSINESS AUTO CONDITIONS, General Conditions, B.5. Other Insurance and supersedes any provision to the contrary: This Coverage Form's Covered Autos Liability Coverage is primary to and will not seek contribution from any other insurance available to an "insured" under your policy provided that: 1. Such "insured" is a Named Insured under such other insurance; and 2. You have agreed in a written contract or written agreement that this insurance would be primary and would not seek contribution from any other insurance available to such "insured". SECTION V - DEFINITIONS is amended as follows: 24. BODILY INJURY REDEFINED Under SECTION V - DEFINITIONS , Definition C. is replaced by the following: "Bodily injury"' means physical injury, sickness or disease sustained by a person, including mental anguish, mental injury, shock, fright or death resulting from any of these at any time. P AC 85 43 08 21 Includes copyrighted ma0 2021 Liberty Mutual Insurance terial of Insurance Services Office, Inc., with its permission. Page 7 of 7