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HomeMy WebLinkAboutAGMT - Colantuono Highsmith Whatley, PC (formerly known as Telecom Law Firm - Professional legal and general telecommunications)PROFESSIONAL SERVICES AGREEMENT Amendment 2 for Special Counsel Services Relating to Telecommunications Law and Related Issues Between City of Seal Beach 211 - 8th Street Seal Beach, CA 90740 0 Colantuono, Highsmith & Whatley, P.C. 888 Prospect Street, Suite 200 La Jolla, CA 92037 (562) 542-0501 This Amendment 2, dated December 8, 2025, amends that certain agreement (Agreement) made as of August 10, 2023, as previously amended by Amendment 1 dated February 24, 2025 ("Amendment 1"), by and between the City of Seal Beach (City), a California charter city, and Colantuono, Highsmith & Whatley, P.C. (Special Counsel) as successor and assignee of Telecom Law Firm, P.C. RECITALS A. City and Special Counsel are parties to an Agreement, pursuant to which Special Counsel provides legal services relating to telecommunications law and related issues. B. Effective August 10, 2023, City and Telecom Law Firm, P.C., Special Counsel's predecessor, entered into Agreement for Special Counsel Services (original agreement) to provide legal services relating to telecommunications law and related issues with the Original Term ending June 30, 2024, with three optional one-year extensions at the discretion of City. C. The original agreement was extended by extension letter pursuant to City's election for an additional one-year ("first extension") to June 30, 2025. D. Effective February 24, 2025, City adopted Resolution 7617 approving Amendment 1 to the original agreement: further extend the contract term to and including June 30, 2026, with three optional one-year extensions at the discretion of the City, and to increase compensation by $30,000, for a revised total not -to - exceed amount of $70,000. E. As of August 6, 2025, Telecom Law Firm joined the law firm of Colantuono, Highsmith & Whatley, P.C., (Special Counsel), and Special Counsel has assumed and is hereby bound by all obligations and benefits of the original agreement, all of the terms of which are hereby incorporated herein by this reference; and F. The original agreement, as extended by extension letter and amended by Amendment 1, is hereinafter referred to as the "Agreement"; and G. City and Special Counsel desire to amend the Agreement by Amendment 2 to expand the scope of services to also include legal representation and advisory work necessary to support the development, negotiation, execution, and implementation of a billboard lease agreement, and to increase Special Counsel's not -to -exceed compensation by $20,000, for a revised total not -to -exceed amount of $90,000. AMENDMENT 2 NOW, THEREFORE and in consideration of the foregoing and of the mutual covenants and promises herein set forth, the parties agree to amend the Agreement as follows: Section 1. Section 2 (Scope of Work) of the Agreement is hereby amended in its entirety to read as follows: "2. Scope of Work. City retains Special Counsel to perform, and Special Counsel agrees to render those services associated with 2 of 4 telecommunications law and related issues (the "Services") and the additional services associated with billboard leasing law as set forth in Exhibit A-1 attached to Amendment 2, all in accordance with this Agreement's terms and conditions. Special Counsel designates Dr. Jonathan L. Kramer (CA SBN 244074) and Mr. Robert C. May III (CA SBN 291483) as the Attorneys jointly responsible to direct or perform this scope of Work." Section 2. Section 6 (Compensation) of the Agreement is hereby amended in its entirety to read as follows: "6. Compensation. City shall compensate Special Counsel for the performance of the Services at the rates shown on Exhibit "A" and Exhibit "A-1" up to a maximum of $90,000. No other compensation for the Services will be allowed except for items covered by subsequent amendments to this Agreement." Section 3. Except as expressly modified or supplemented by this Amendment 2, all other provisions of the Agreement shall remain unaltered and in full force and effect. Section 4. The person executing this Amendment 2 on behalf of Special Counsel warrants that he or she is fully authorized to execute this Amendment 2 on behalf of said Party, and that by his or her execution, Special Counsel is formally bound to the provisions of this Amendment 2. IN WITNESS WHEREOF, the Parties hereto, through their respective authorized representatives have executed this Agreement as of the date and year first above written. 3 of 4 CITY OF SEAL BEACH r Patrick Gallegos, City Manager SPECIAL Highsmith Corporation I �� Rob4ft C. May III, Shareholder 12 COUNSEL: Colantuono, & Whatley, a Professional Approved as to Form: -32 Nicholas Ghirelli, City Attorney 4of4 Aal 3 F�cf It e: Gary B. Bell Co -Managing Shareholder and Secretary (Please note, two signatures required for corporations pursuant to California Corporations Code Section 313 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.) EXHIBIT A-1 FOR AMENDMENT 2 Special Counsel's Additional Services and Rates From: Robert May To: Sears Sabo Cc: Jonathan L. Kramer; McCall L. Williams Subject: Digital Billboard Agreement - CHW Rates Date: Thursday, November 20, 2025 12:13:14 PM Dear Mr. Sabo: In connection with the City's Digital Billboard project, you have asked Colantuono, Highsmith & Whatley PC to provide the City with legal services to support the City's leasing efforts through the construction phase. This is an extension to our existing Legal Services Agreement. This message is intended to serve as Exhibit A-1 to our existing Legal Services Agreement providing the applicable rates for this one assignment regarding the Digital Billboard Project. The rates will be: Shareholders/Dr. Jonathan Kramer $371 Senior Attorneys $318 Attorneys $297 Paralegals $127 Legal Assistants $ 74 All time is billed in 0.1 hour units rounded up to the next 0.1 hour. The rate above are automatically increased by 3% on the first day of August each year, starting on August 1, 2026. Travel time is billed portal to portal at 60% of the hourly rates shown above. We understand that your current budget allocation for this project is $20,000. Very truly yours, Colantuono, Highsmith & Whatley PC By Robert C. May III Shareholder Colantuono, Highsmith & Whatley, PC 888 Prospect Street, Suite 200 1 La Jolla, CA 92037 Direct 858-379-0188 Main 2.13-542-5700 Fax 213-542-5710 ty_��I yrs. sI www.chwlaw.us This email may contain material that is confidential, privileged and/or attorney work product for the sole use of the intended recipient. Any review, reliance or distribution by others or forwarding without express permission is strictly prohibited. If you are not the intended recipient, please contact the sender and delete all copies. COLANTUONO HIGHSMITH WHATLEY,PC ROBERT C. MAY III 1 (619) 272-6200 1 RMAY@CHWLAW.US August 6, 2025 VIA EMAIL AND U.S. MAIL asmittle@sealbeachca.gov City of Seal Beach Alexa Smittle 211 Eighth Street Seal Beach, CA 90740 Re: Galant vna Hi hsmith & Whatley + Telecom Law Firm Dear Alexa, Jonathan and I are pleased to let you know that the key attorneys at Telecom Law Firm, PC, have joined Colantuono, Highsmith & Whatley, PC. This move, which comes at the end of a nearly 20 -year run as Telecom Law Firm, combines our leading expertise in telecommunications law, policy, and litigation with one of the most highly respected law firms in California. As a result, we are now able to offer our clients the expanded breadth and depth of expertise of the attorneys at CHW. We've been honored to serve you through Telecom Law Firm, and we look forward to continuing to serve you and offer the expanded capabilities at CHW. That said, if you would like us to return or close your file or transfer it to other counsel, please let us know by email to tmay@chwlaw.us and 'krainerovd-iwlaw.tis with a copy to Tripp's legal assistant, Ms. McCall Williams at niwilliams/-(,Dchwlaw.Lls and Jonathan's legal assistant, Ms. Tracey West at twest@chwlaw.us. Warmly, Tripp May F. onathan L. Kramer 888 PROSPECT STREET, SUITE 200, LA JOLLA, CALIFORNIA 92037 1 (562) 542-0501 GRASS VALLEY I ORANGE COUNTY I PASADENA I SACRAMENTO I SAN DIEGO I SONOMA 407401.1 PROFESSIONAL. SERVICES AGREEMENT Amendment No. 1 for Special Counsel Services Relating to Telecommunications Law and Related Issues Between City of Seal Beach 211 - 8th Street Seal Beach, CA 90740 Telecom Law Firm, P.C. 17252 Hawthorne Blvd., #438 Torrance, CA 90504 This Amendment No. 1, dated February 24, 2025, amends that certain agreement (Agreement) made as of August 10, 2023 by and between the City of Seal Beach (City), a California charter city, and Telecom Law Firm, P.C. (Special Counsel). RECITALS A, City and Special are parties to the Agreement, pursuant to which Special Counsel provides legal services relating to telecommunications law and related issues. B. On May 14, 2024, City's City Manager exercised one administration extension to extend the term of the agreement to June 30, 2025. C. City and Special Counsel wish to amend the Agreement for Special Counsel to continue providing such services through June 30, 2026 and to increase Special Counsel's not -to -exceed compensation by $30,000. AMENDMENT NO. 1 NOW, THEREFORE and in consideration of the foregoing and of the mutual covenants and promises herein set forth, the parties agree to amend the Agreement as follows: Section 1. Section 4 (Term; Extensions) of the Agreement is hereby amended to read as follows: "Term. Extensions, Unless earlier terminated or extended, the term of this Agreement will be from August 10 . 2023 to and through June 30, 2026. By mutual written agreement, the Parties may extend this agreement for up to three additional one year terms with the first one year extension term commencing on June 30, 2026." Section 2 Section 6 (Compensation) pf tha AgreSment is hereby amended to read as follows: "Compensation. City shall compensate Special Counsel for the performance of the Services at the rates shown on Exhibit " A" up to a maximum of $70, 000. No other compensation for the Services will be allowed except for items covered by subsequent amendments to this Agreement." Section 3. Except as expressly modified or supplemented by this Amendment No. 1, all other provisions of the Agreement shall remain unaltered and in full force and effect. Section 4. The person executing this Amendment No. 2 on behalf of Special Counsel warrants that he or she is fully authorized to execute this Amendment No. 1 on behalf of said Party, and that by his or her execution, Special Counsel is formally bound to the provisions of this Amendment No. 2. 2of3 IN WITNESS WHEREOF, the Parties hereto, through their respective authorized representatives have executed this Agreement as of the date and year first above written. CITY OF SEAL BEACH /?-/. ' /I V Z;, ". Y: Patrick Gallegos, Interim City Manager 1 D. Harp r, City Clerk Approved as to Form: By: Z144- - Agr Nicholas Ghlrelll,, City Attorney SPECIAL COUNSEL: Telecom Law Firm., a ProfessionM rpo ion N -Dr. Jonathan L. Kramer, Esq. Its: President and Senior Partner 3of3 By Electronic Mail May 14, 2024 Telecom Law Firm, P.C. Attn: Lory Kendirjian 3570 Camino del Rio N., Suite 102 San Diego, CA 92108 SUBJECT: CITY OF SEAL BEACH — TELECOM LAW FIRM, P.C. PROFESSIONAL SPECIAL COUNSEL SERVICES AGREEMENT EXTENSION NO. 1 Professional legal and general telecom services Dear Ms. Kendirjian: Pursuant to the Agreement for Special Counsel Services for professional legal and general telecom services, dated August 10, 2023, by and between the City of Seal Beach ("City") and Telecom Law Firm, P.C., the City of Seal Beach is hereby notifying Telecom Law Firm, P.C. of its desire to exercise the first of three additional one (1) year term extension per Section 4 Term, Extensions, for a total not -to -exceed amount of thirty thousand dollars and 00/100 ($30,000.00). The Agreement termination date is now revised to midnight of June 30, 2025. All other terms and provisions of the Agreement shall remain unaltered and in full force and effect. Should you have any questions, please do not hesitate to contact Alexa Smittle, Director of Community Development at (562) 431-2527 Ext. 1313 or asmittleL@sealbeachca,go_v Sincerely, Jill R. ngram City Manager CC: Alexa Smittle, Director of Community Development Gloria D. Harper, City Clerk AGREEMENT FOR SPECIAL COUNSEL SERVICES [Telecom Law Firm, P.C.] THIS AGREEMENT is made and ent red into as of the V� day of 2023, and effective as of -{ 2023 (the "Effective Date"j, y and between the City of Seal Beach ("City'), municipal corporation of the State of California and Telecom Law Firm, P.C. ("Special Counsel") (collectively, the "Parties"). RECITALS A. City requires the professional legal services of attorneys who are experienced in general municipal law focused on telecommunications law and related issues. B. Special Counsel has the necessary experience and history in providing professional legal services and advice related to wired and wireless telecommunications law including, but not limited to, those areas specifically required by the City. C. The Special Counsel will provide City with transactional and advisory services only; any litigation -related services will require a separate agreement. D. The Parties intend this to be a privileged legal services agreement between a law firm (Special Counsel) and its client (City). NOW, THEREFORE, in consideration of these recitals and the mutual covenants contained herein, the Parties agree as follows: AGREEMENT 1. Incorporation. The RECITALS are incorporated into this Agreement by this reference. 2. Scone of Work_ City retains Special Counsel to perform, and Special Counsel agrees to render, those services associated with telecommunications law and related issues (the "Services") in accordance with this Agreement's terms and conditions. Special Counsel designates Dr. Jonathan L. Kramer (CA SBN 244074) and Mr. Robert C. May III (CA SBN 291483) as the Attorneys jointly responsible to direct or perform this Scope of Work. 3. Standard of Performance. While performing the Services, Special Counsel will exercise the reasonable professional care and skill customarily exercised by reputable members of the California State Bar practicing in telecommunications law related to wireless facilities including leasing, fiber optic networks, two-way radio networks, point-to-point microwave systems, and construction, municipal operations, and enforcements related to those services, and will use reasonable diligence and judgment while exercising its professional skill and expertise. 4. Term Extensions. Unless earlier terminated or extended, the term of this Agreement will be from August_, 2023 to and through June 30, 2024. By mutual written agreement, the Parties may extend this agreement for up to three additional one year terms with the first one year extension term commencing on July 1, 2024. 5. Time is of the Essence. Time is of the essence for each and every provision of this Agreement. 6. Compensation. City shall compensate Special Counsel for the performance of the Services at the rates shown on Exhibit "A" up to a maximum of $40,000, No other compensation for the Services will be allowed except for items covered by subsequent amendments to this Agreement. 7. Reimbursable Expenses. Special Counsel shall be entitled to reimbursement for all reasonable and necessary expenses incurred from outside vendors related to performance of the Services. Unless agreed upon by Special Council and City, reimbursable expenses exclude electronic legal research, bill preparation and presentation, and general overhead costs. 8. Advancement of Costs. Special Counsel will advance expenses and costs incurred on behalf of the City under this Agreement in an amount not exceeding $500 per month. If costs will exceed $500 per month, those costs shall be paid directly by City or shall be advanced to Special Counsel pursuant to a separate letter agreement. 9 Payment for Services. Special Counsel shall submit itemized monthly invoices to the City accounting for the Services provided and costs incurred pursuant to the terms of this Agreement. Each monthly invoice shall bill in one-tenth (1/10) hour increments and shall include the total hours performed to date. Minimum billing requirements are unacceptable to the City and invoice shall charge only for actual time spent. Payment will occur only after receipt by City of invoices sufficiently detailed that clearly set forth by date, the type of work performed, the specific subject of work performed, or legal research performed, and the time spent on a task. City shall make payment to Special Counsel within thirty (30) days of receipt of the invoice, except for those specific items on the invoice which are contested or questioned and retumed by City, with written explanation, within thirty (30) days of receipt of the invoice. Special Counsel shall provide to City, a written response to any statement contested or questioned and further, upon request of City, provide City with any and all documents related to the service or costs. No charge shall be made for time expended in providing this information to the City. Special Counsel shall invoice Client monthly for the Services and costs incurred. The form of invoice shall include a cover summary sheet containing only the "attomey services" and the amount being billed therefore; the "costs advanced" and the amount being billed therefore; and a total for all services and costs invoiced. Attached to the summary sheet shall be the detailed backup information which, as to "attorney services", sets forth the dates services were performed; the initials of the attorney performing said services; the hourly rate attributable thereto; the hours or minutes being Invoiced, and the total invoiced costs of attorney services. As to "costs advanced', the detailed back up information shall set forth the dates the costs were incurred, the type of cost incurred; and the total of advance costs incurred. 10. Status of Special Counsel, Special Counsel will perform the Services in Special Counsel's own way as an independent contractor and in pursuit of Special Counsel's independent calling, and not as an employee of City. The persons used by Special Counsel to provide services under this Agreement will not be considered employees of City for any purposes The payment made to Special Counsel pursuant to the Agreement will be the full and complete compensation to which Special Counsel is entitled. City will not make any federal or state tax withholdings on behalf of Special Counsel or its agents, employees, or subcontractors. contributions on behalf of Special Counsel or its employees or subcontractors. Special Counsel agrees to indemnify City within thirty (30) days for any tax, retirement contribution, social security, overtime payment, unemployment payment or workers' compensation payment, including, but not limited to, those based on any provision of the Federal Affordable Care Act which City may be required to make on behalf of Special Counsel or any agent, employee, or subcontractor of Special Counsel for work done under this Agreement. At the City's election, City may deduct the indemnification amount from any balance owing to Special Counsel. 11. Subcontracting. Special Counsel will not subcontract any portion of the Services without prior written approval of City Attorney or hislher designee. If Special Counsel subcontracts any of the Services, Special Counsel will be fully responsible to City for the acts and omissions of Special Counsel's subcontractor and of the persons either directly or indirectly employed by the subcontractor, as Special Counsel is for the acts and omisslons of persons directly employed by Special Counsel. Nothing contained in this Agreement will create any contractual relationship between any subcontractor of Special Counsel and City. Special Counsel will be responsible for payment of subcontractors. Special Counsel will bind every subcontractor and every subcontractor of a subcontractor by the terms of this Agreement applicable to Speclal Counsel's work unless specifically noted to the contrary in the subcontract and approved in writing by City. 12. Qther Special Counsels. The City reserves the right to employ other special counsels in connection with the Services. 13. Indemnification. Special Counsel will indemnify and hold harmless City and its officers, agents, employees and volunteers from and against all claims, damages, losses and expenses including attorney fees arising out of the performance of the Services to the extent they are caused by the willful misconduct or negligent act or omission of the Special Counsel, any subcontractor, anyone directly or indirectly employed by any of them or anyone for whose acts any of them may be liable. The Parties expressly agree that any reasonable payment, attorney's fee, cost or expense City incurs or makes to or on behalf of an injured employee under the City's self- administered workers' compensation is included as a lass, expense or cost for the purposes of this section to the extent such injury is caused by willful misconduct or negligent act or omission of Special Counsel, and that this section will survive the expiration or early termination of the Agreement. 14. Insurance. Special Counsel will obtain and maintain for the duration of the Agreement and any and all amendments, insurance against claims for injuries to persons or damage to property which may arise out of or in connection with performance of the Services by Special Counsel or Special Counsel's agents, representatives, employees or subcontractors. The insurance will be obtained from an insurance carrier admitted and authorized to do business in the State of California. The insurance carrier is required to have a current Best's Key Rating of not less than "A:VII." 13.1 Coverages and Limits. Special Counsel will maintain the types of coverages and minimum limits indicated below, unless Risk Manager or City Manager, in consultation with the City Attorney approves a lower amount. These minimum amounts of coverage will not constitute any limitations or cap on Special Counsel's indemnification obligations under this Agreement. City, its officers, agents, volunteers and employees make no representation that the limits of the insurance specified to be carried by Special Counsel pursuant 3 to this Agreement are adequate to protect Special Counsel. If Special Counsel believes that any required insurance coverage is inadequate, Special Counsel will obtain such additional insurance coverage, as Special Counsel deems adequate, at Special Counsel's sole expense. 13.1.1 Commer ial General Liability Insurance. $1,000,000 combined single-limit per occurrence for bodily injury, personal injury and property damage. If the submitted policies contain aggregate limits, general aggregate limits will apply separately to the work under this Agreement or the general aggregate will be twice the required per occurrence limit. 13.1.2 Automobile Liability. $1,000,000 combined single-limit per accident for bodily injury and property damage. 13.1.3 UVorkeM: Compensation and Employer's Liability Workers' Compensation limits as required by the California Labor Code and Employers Liability limits of $1,000,000 per accident for bodily injury. Workers' Compensation and Employer's Liability insurance will not be required if Special Counsel has no employees and provides, to City s satisfaction, a declaration stating this. 13.1.4 Professional Liability. Errors and omissions liability appropriate to Special Counsel's profession with limits of not less than $1,000,000 per claim. 13.2 Addiii❑nal Provisions. Special Counsel will ensure that the policies of insurance required under this Agreement contain, or are endorsed to contain, the following provislons: 13.2.1 For Commercial General Liability Insurance, City, its officers, agents, volunteers and employees will be named as additional insureds. 13.2.2 Special Counsel will obtain occurrence coverage, excluding Professional Liability, which will be written as claims-made coverage. 13.2.3 This insurance will be in force during the life of the Agreement and any extensions of it and will not be canceled without thirty (30) days prior written notice to City sent pursuant to the notice provisions of this Agreement. 13.3 Providing Certificates of Insurance and Endorsements. Prior to City's execution of this Agreement, Special Counsel will furnish certificates of insurance and endorsements to City. 13.4 Failure to Maintain Coverage. If Special Counsel fails to maintain any of these insurance coverages, then City will have the option to declare Special Counsel in breach, or may purchase replacement insurance or pay the premiums that are due on existing policies in order to maintain the required coverages. Special Counsel is responsible for any payments made by City to obtain or maintain insurance and City may collectthese payments from Special Counsel or deduct the amount paid from any sums due Special Counsel under this Agreement. 13.5 Submission of insurance Policies. City reserves the right to require, at any time, complete and certified copies of any or all required insurance policies and endorsements. 13.6 Primary Coverage. For any claims related to the Services and this Agreement, the Special Counsel's insurance coverage will be primary insurance with respect to City, its officers, agents, volunteers and employees. Any Insurance or self-insurance maintained by City for itself, its officers, agents, volunteers and employees, will be in excess of Special Counsel's insurance and not contributory with it. 13.7 Reducti n in Coy r e/Material Changes, Special Counsel will notify City thirty (30) days prior to any reduction in any of the insurance coverage required pursuant to this Agreement or any material changes to the respective insurance policies. 15. Conflict Waiver. Actual or possible conflict sometimes arises between existing or potential clients. Special Counsel may be required to ask for a conflict waiver in that event. Special Counsel asks for City's understanding and cooperation if Special Counsel requests a conflict waiver in order to undertake or continue representation of another client In manner that will not be specifically detrimental or adverse to City. 16. Maintenance of Records. Special Counsel will maintain complete and accurate records with respect to costs incurred under this Agreement. All such records will be clearly identifiable. Special Counsel will allow a representative of City during normal business hours to examine, audit, and make transcripts or copies of such records and any other such documents created pursuant to this Agreement. Special Counsel will allow inspection of all work, data, documents, proceedings, and activities related to the Agreement for a period of three (3) years from the date of final payment under this Agreement. 17. Ownership of Documents_ All work product produced by Special Counsel or its agents, employees, and subcontractors pursuant to this Agreement is the property of City. Special Counsel will provide City with the final version of all briefs, filings, legal memos and work product produced by Special Counsel within a reasonable time, not to exceed ten (10) days, after the work product is made final. In the event this Agreement is terminated, all work product produced by Special Counsel or its agents, employees and subcontractors pursuant to this Agreement will be delivered to City pursuant to the termination clause of this Agreement. Special Counsel will have the right to make copies of the work product for Special Counsel's records. 18. Notices • The name of the persons who are authorized to give written notices or to receive written notice on behalf of City and on behalf of Special Counsel under this Agreement. For City: City of pal Beach Attn: 211 Eighth Street Seal Beach, CA 90740 For Special Counsel: Telecom Law Firm, P.C. Attn: CLIENT NOTICES 3570 Camino del Rio N., Suite 102 San Diego, CA 92108 Except as otherwise stated, all notices to be provided or that may be provided under this Agreement must be in writing and delivered by regular or certified mail. Notices are effective upon actual receipt or actual rejection. Each party will notify the other immediately of any changes of address that would require any notice or delivery to be directed to another address. 19. Avoidance of Conflict of Interest. Special Counsel warrants that it has no known financial interest in the subject matter of this Agreement, other than the compensation to be provided for the Services. Special Counsel further warrants that it will comply with all California State Bar Rules of Professional Conduct, including those relating to interests adverse to a client and representing adverse interests. 20. General Compliance with Laws. Special Counsel will keep fully informed of federal, state and local laws and ordinances and regulations which in any manner affect those employed by Special Counsel, or in any way affect the performance of the Services by Special Counsel. Special Counsel will at all times observe and comply with these laws, ordinances, and regulations and will be responsible for the compliance of the Services with all applicable laws, ordinances and regulations. 21. Discrimination and Harassment Prohibited. Special Counsel will comply with all applicable local, state and federal laws and regulations prohibiting discrimination and harassment. 22. Termination of Services. City may terminate Services at any time by delivery to Special Counsel of written notice. After receiving such notice, Special Counsel will cease providing the Services. Special Counsel will cooperate with City in the orderly transfer of all related files and records to City or City's new counsel. Special Counsel may terminate the Services at any time with City's consent or for good cause. Good cause exists if (a) any statement is not paid within sixty (60) days of its date; (b) City fails to meet any other obligation under this Agreement and continue in that failure for fifteen (15) days after Special Counsel send written notice to City; (c) City has misrepresented or failed to disclose material facts to Special Counsel, refused to cooperate with Special Counsel, refused to follow Special Counsel's advice on a material mater, or otherwise made Special Counsel's representation unreasonably difficult; or (d) any other circumstance exists in which ethical rules of the legal profession mandate or permit Special Counsel's termination, including situations where a conflict of interest arises. Termination of the Services, whether by City or by Special Counsel, will not relieve the obligation of City to pay for the Services rendered and costs incurred before the Services formally ceased. 23. Covenants Against Contingent Fees. Special Counsel warrants that Special Counsel has not employed or retained any company or person, other than a bona fide employee working for Special Counsel, to solicit or secure this Agreement, and that Special Counsel has not paid or agreed to pay any elected official or employee of City, nor any company or person. 24. Claims and Lawsuits. By signing this Agreement, Special Counsel agrees that any Agreement claim submitted to City must be asserted as part of the Agreement process as set forth in this Agreement and not in anticipation of litigation or in conjunction with litigation, Special Counsel acknowledges that if a false claim is submitted to City by Special Counsel, it may be considered fraud and Special Counsel may be subject to criminal prosecution. Special Counsel acknowledges that California Government Code sections 12650 et seq., the False Claims Act applies to this Agreement and, provides for civil penalties where a person knowingly submits a false claim to a public entity. 6 25. Jurisdiction and Venue. Any action at law or in equity brought by either of the Parties for the purpose of enforcing a right or rights provided for by this Agreement will be tried in a court of competent jurisdiction in the County of Orange, State of California, and the Parties waive all provisions of law providing for a change of venue in these proceedings to any other county. 26. Successors and Assigns. It is mutually understood and agreed that this Agreement will be binding upon the Parties and their respective successors. Neither this Agreement nor any part of it nor any monies due or to become due under it may be assigned by Special Counsel without the prior consent of City. Notwithstanding the prior sentence, Special Counsel expects to reform itself into a limited liability partnership or other new lawful association of lawyers during the term of this Agreement. So long as Dr. Jonathan L. Kramer and Mr. Robert May III remain the controlling principals of the reformed entity, upon written notice of such reformation to City by Special Counsel, City shall approve the assignment of this agreement to the new entity under the terms and conditions set forth herein. 27. Paragraph Headings. Paragraph headings as used herein are for convenience only and will not be deemed to be a part of such paragraphs and will not be construed to change the meaning thereof. 28. Entire Agreement. This Agreement embodies the entire Agreement and understanding between the Parties relating to the subject matter of it. In case of conflict, the terms of this Agreement supersede any and all prior written or oral agreement, order or understanding. Neither this Agreement nor any of its provisions may be amended, modified, waived or discharged except in writing signed by both Parties. [Balance of page intentionally left blank] 29. Authority. The individuals executing this Agreement and the instruments referenced in it on behalf of a Party represents and warrants to the other Party that the signer has the legal power, right and actual authority to bind its Party to the terms and conditions of this Agreement. IT IS SO AGREED by SPECIAL COUNSEL: Telecom Law Firm, P.C. By: DJ Jonathan E. Kramer, Esq. sident and Senior Partner CITY: City of Seal Beach, California ATTEST: By: Gloria D. APPROVED AS TO FORM:�IiIN� By: Nicholas Ghirelli, Esq , City Attorney (GENERAL TELECOM SERVICES] EXHIBIT "A" Discounted Public Agency HurlyWork Fees Partners $350,00 per hour Senior Associate Attorneys $300.00 per hour Associate AttomeyalOf Counsels $280.00 per hour Paralegals $120.00 per hour Legal Assistants $ 70.00 per hour All time billed in 10 -minute Increments. Travel Time portal to portal is billed at 60% of the hourly rate shown above. Expenses billed at coat. Each of the hourly rates shown In this Exhiblt A automatically increase by three percent (3%) upon each anniversary of the Effective Date of this Agreement. (END OF EXHIBIT A] ACtflRI]� CERTIFICATE OF LIABILITY INSURANCE FDATE(MMIDDIYYYY) 08/21/2025 THIS CERTIFICATE IS ISSUED ASA 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 hplder Is an ADDITIONAL INSURED, the policy(los) must have ADDITIONAL INSURED provlslons 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 a ndorsement(s). PRODUCER Shaw Moses Mendenhall & Associates Ins, Agency License#OD94511 CONTACT NAME: LISaAndersor PHON�Eo E (828) 799-7813 ntC No (626) 799.8784 1196 smrnainsurance.com AOtlRE$ 625 Fair Oaks, Suite 158 South Pasadena CA 91030 INSURER(S) AFFORDING COVERAGE NAIC N INSURERA: Massachusetts Bay Ins Company 22306 INSURED INSURER B : Allmerica Financial Benefit 41840 COLANTUONO, HIGHSMITH & INSURER C : Associated Industries Insurance Company Inc 33758 WHATLEY, PC. INSURER D: 420 SIERRA COLLEGE DR. STE 140 INSURERE : GRASS VALLEY CA 95945 INSURER F: - - - - - - - ---- ---- MKVIQIVn numwcn: THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACTOR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAYBE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS, LTR TYPE OF INSURANCE f ADD 1NSO 1MVD POLICY NUMBER mwoofYWY MM70 LIMITS X COMMERCIAL GENERAL LIABILITY CLAIMS -MADE Fx_1 OCCUR300,000 EACHOCCURRENCE $ 2.000,000 PREMISES cea oesur,eace S MED EXP (Any oneperson) $ 5,000 A I OD39898667 04/01/2025 04/01/2026 PERSONAL &ADV INJURY $ 2,000,000 GEN'LAGGREGATELIMITAPPUESMR, POLICY E] JFECo-T F1 LOC GENERALAGGREGATE $ 4,000,000 PRODUCTS -COMP/OPAGG $ 4,000,000 s OTTiER: AUTOMOBILE LIABILITY COM BI NEA SINGLE tiMI T Ea a Oamj $ 2,000,000 A ANYAUTO OWNED SCHEDULED AUTOSONLY AUTOS HIRED NON -OWNED AUTOS ONLY AUTOS ONLY OD39898667 04/0112025 04/01/2026 BODILY INJURY (Per person) $ BODILY INJURY Per accident S ( i O ERTYpRMA £ $ pa, = ,e $ x UMBRELLA LIAR X OCCUR EACH OCCURRENCE $ 3,000,000 A EXCESSI CLAIMS -MADE OD39898667 04/01/2025 04/01/2026 AGGREGATE $ 3,000,000 ^^ DED ^^ .` RETENTION $ _ _ $ AND EMPLOYERS' LIABILITY YIN -'% STATUTE I I ER B ANY PROPRIETORIPARTNERIEXECUTIVE NIA W239898674 04/01/2025 04/01/2026 EL EACH ACCIDENT $ 1,000,000 OFFICERIMEMBER EXCLUDED?El (f yes.d descrry ibe NH) EL DISEASE-EAEMPLOYEE $ 1,000,000 If yes, describe under DESCRIPTION OF OPERATIONS below E L DISEASE - POLICY LIMIT $ 1,000,000 Professional Liabilly, C AES1223451 04/04/2025 04/04/2026 General Aggregate $4,000,000 Occurrence $2,000,000 DESCRIPTION OF OPERATIONS; LOCATIONS / VEHICLES (ACORD 101, Additional Remarks Schedule, may be attached If more space In required) L;tlt SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN City of Seal Beach ACCORDANCE WITH THE POLICY PROVISIONS. 211 Eight Street AUTHORIZED REPRESENTATIVE Seal Beach CA 90740 ®1888-2015 ACORD CORPORATION. All rights reserved. ACORD 25 (2016/03) The ACORD name and logo are registered marks of ACORD Colantuono, Highsmith & Whatley, PC Policy Number: OD3989B667 04/04/2025-04/04/2026 custody of the insured at the premises where such equipment or device is located consists of or contains more than 25 grams of plutonium or uranium 233 or any combination thereof, or more than 250 grams of uranium 235; (iv) Any structure, basin, excavation, premises or place prepared or used for the storage or disposal of "waste"; and includes the site on which any of the foregoing is located, all operations conducted on such site and all premises used for such operations; (d) "Nuclear material" means "source material", "special nuclear material" or "by-product material", (e) "Nuclear reactor" means any apparatus designed or used to sustain nuclear fission in a self-supporting chain reaction or to contain a critical mass of fissionable material; (f) "Property damage" includes all forms of radioactive contamination of property. (g) "Source material" has the meaning given it in the Atomic Energy Act of 1954 or in any law amendatory thereof; (h) "Special nuclear material" has the meaning given it in the Atomic Energy Act of 1954 or in any law amendatory thereof; (I) "spent fuel" means any fuel element or fuel component, solid or liquid, which has been used or exposed to radiation in a "nuclear reactor Q) "Waste" means any waste material: (4 Containing material" other "by-product noth tailings or wastes produced by the extraction or concentration of uranium or thorium from any ore processed primarily for its "source material' content; and (ii) Resulting from the operation by any person or organization of any "nuclear fauilit " included under paragraphs (i) and (ii) of the definition of "nuclear facility". C. Who Is An Insured 1 i,r Hanover Insurance Croup_ OD3 9898667 1001140 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 lousiness. Your managers are insureds, but only with respect to their duties as your managers. d. An organization other than a partnersiiip, joint venture or limited liability company, you are an insured. Your "executive officers" and directors are insureds, but only with respect to their duties as your officers or directors. Your stockholders are also insureds, but only with respect to their liability as stockholders. e. A trust, you are an insured. Your trustees are also insureds, but only with respect to their duties as trustees. 2. Each of the following is also an insured: a. Your "volunteer workers" only while performing duties related to the conduct of your lousiness, 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) Todily Injury" or "personal and advertising injury": (a) ib you, to your partners or members (if you are a partnership or joint venture), to your members (if you are a limited iiability 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 ; 1. If you are designated in the Declarations (b) To the spouse, child, parent, as: brother or sister of that co - 391 -1003 08 16 Includes copyrighted material of Insurance Services Office, Inc., with its permission. Page 71 of 81 "employee" 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 ()(a) or (1)(b); or (d) Arising out of his or her providing or failing to provide professional services. (2) "Property damage" to property: (a) Owned, occupied or used by; or (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. Any person (other than your "employee" or "volunteer worker") or any organization while acting as your real estate manager, c. 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. 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 policy. 3. Any organization you newly acquire or form, acquire or form, other than a ppartnership, joint venture or limited (lability company, and over which you maintain ownership or majority interest, 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 ga" day after you acquire or farm the organization or the end of the policy period, whichever is earlier; and b. Business Liability Coverage does not apply to: (1) "Bodily injury" or "property damage" that occurred before you acquired or formed the organization; and (2) "Personal and advertising injury" arising out of an offense committed before you acquired or formed the organization. No person or organization is an insured with respect to the conduct of any current or past partnership, joint venture or limited liability company that is not shown as a Named Insured in the Declarations. D. Liability and Medical Expenses Limits of Insurance 1. The Limits of Insurance under SECTION II - LIABILITY 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. Subject to the Aggregate Limit identified in paragraph 5. below, the most we will pay for the sum of all damages because of all: a. "Bodily injury", "property damage" and medical expenses arising out of any one "occurrence"; and b. "Personal and advertising injury" sustained by any one person or organization; is the Liability And Medical Expenses Limit shown in the Declarations. 3. Subject to the Liability And Medical Expenses Limit, 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. The Damage to Premises Rented to You Limit shown in the Declarations is the most we will pay for damages because of "property damage" to any one premises while renters to you, or temporarily occupied by you with permission of the owner, 5. Aggregate Limits a. The most we will pay for: (1) All "bodily injury" and "property damage" that Is Included in the "products -completed operations hazard" is twice the Liability And Medical Expenses Limit. (2) All: (a) "Bodilyinjury" and "property damage" except damages because of "bodily injury" and 3914003 08 16 Includes copyrighted material of Insurance Services Office, Inc., with Its permission. Page 72 of 81 Colantuono, Highsmith & Whatley OD39898667 1 �' 04/01/2025-04/01/2026 w HAnover Insurance Croup. OD39898667 1001140 1. SECTION I - PROPERTY, if two or more of However, if you agree in a written this coverage part's coverages apply to contract, written• agreement, or the same loss or damage, we will not pay written permit that the insurance more than the actual amount of the loss or provided to any person or damage. organization included as an 2. SECTION 11 - LIABILITY, it is our stated Additional Insured under this Coverage Part is primary and intent that the various Coverage Parts, non-contributory, we will not seek forms, endorsements or policies Issued to contribution from any other the named insured by us, or any company insurance available to that Additional affiliated with us, do not provide any Insured which covers the Additional duplication or overlap of coverage for the Insured as a flamed insured except: same claim, "suit", "occurrence". offense, accident, "wrongful act" or loss. We will (1) For the sole negligence of the not pay more than the actual amount of Additional Insured; or the loss or damage. (2) When the Additional Insured is If this Coverage Part and any other an Additional Insured under Coverage Part, form, endorsement or another liability policy. policy issued to the named insured by us, b. Excess Insurance or any company affiliated with us, apply to "suit", occurrence, This insurance is excess over: the same claim, offense, accident, "wrongful act" or loss, (1) Any of the other insurance, the maximum Limit of Insurance under all whether primary, excess, such Coverage Parts, forms, contingent or on any other basis: endorsements or policies combined shall (a) That is Fire, Extended not exceed the highest applicable Limit of Coverage, Builder's Risk, Insurance under any one Coverage Part, Installation Risk or similar farm, endorsement or policy. coverage for "your work"; This condition does not apply to any (b) That is Property Insurance for Excess or Umbrella Policy issued by us premises rented to you or specifically to apply as excess insurance temporarily occupied by you over this policy. with permission of the owner, G. Liberalization (c) That is insurance purchased If we adopt any revision that would broaden by you to cover your liability the coverage under thispolicy without as a tenant for "property additional premium within 45 days prior to or damage" to premises rented during the policy period, the broadened to you or temporarily coverage will immediately apply to this policy. occupied by you with H. Other Insurance permission of the owner; or 1. SECTION I - PROPERTY (d) If the loss arises out of the If there is other insurance covering the maintenance or use of aircraft, "autos" or watercraft same loss or damage, we will pay only for to the extent not subect tr) the amount of covered loss or damage in lq SECTION 11 - L�ILITY, excess of the amount due from that other Exclusion g. Aircraft, Auto or insurance, whether you can collect on it or Watercraft; and not. But, we will not pay more than the applicable Limit of Insurance of SECTION 1 (2) Any other primary insurance -PROPERTY. available to you covering liability for damages arising out of the 2. SECTION II - LIABILITY premises or operations, or the If other valid and collectible insurance is products and completed available to the insured for a loss we operations, for which you have cover under SECTION 11 - LIABILITY, our been added as an additional obligations are limited as follows: insured by attachment of an endorsement. a. Primary Insurance when this insurance is excess, we This insurance is primary except when p Y p will have no duty under SECTION 11 - paragraph b. below applies. If this LIAE31LITY to defend the insured insurance is primary, our obligations against any "suit" if any other are not affected unless any of the insurer has a duty to defend the other insurance is also primary. Then, insured against that "suit". If no other we will share with all that other insurer defends, we will undertake to insurance by the method described in do so, but we will be entitled to the paragraph c. below. 391-1003 08 16 Includes copyrighted material of Insurance Services Office, Inc., with Its permission. Page 79 of 811 Colantuono, Highsmith & Whatley, PC Policy Number: OD39898667 04/01/2025-04/01/2026 insured's rights against all those other premium in accordance with our rates and insurers. rules then in effect. c. When this insurance is excess over other 3. With our consent, you may continue this insurance, we will pay only our share of policy in force by paying a continuation the amount of the loss, if any, that premium for each successive one-year exceeds the sum of: period. The premium must be: (1) The total amount that all such other a. Paid to us prior to the anniversary insurance would pay for the loss in date; and the absence of this insurance; and b. Determined in accordance with (2) The total of all deductible and paragraph 2. above. self-insured amounts under all that Our forms then in effect will apply. if you other insurance. do not pay the continuation premium, this d. We will share the remaining loss, if any, policy will expire on the first anniversary with any other insurance that is not date that we have not received the described in this provision and was not premium. bought specifically to apply in excess of 4, Undeclared exposures or change in your the Limits of Insurance shown in the Declarations for this Coverage. business operation, acquisition or use of locations may occur during the policy e. Method of Sharing period that is not shown in the If all of the other insurance permits contribution by equal shares, we will Declarations. If so, we may require an additional premium. That premium will be follow this method also. Under this determined in accordance with our rates approach each insurer contributes equal and rules then in effect. amounts until it has paid its applicable J. Premium Audit Limit of Insurance or none of the loss remains, whichever comes first. 1. This policy is subject to audit if a premium designated as an advance premium is If any, of the other insurance does not shown in the Declarations. We will permicontribution by equal shares, we compute the final premium due when we will contribute by limits. Under this determine your actual exposures. method, each insurer's share is based on 2. Premium shown in this policy as advance the ratio of its applicable Limit of Insurance to the total applicable limits of premium is a deposit premium only. At the insurance of all insurers. close of each audit period, we will compute the earned premium for that f. When this insurance is excess, we will period and send notice to the first Named have no duty under Business Liability Insured. The due date for audit premiums Coverage to defend any claim or "suit" is the date shown as the due date on the that any other Insurer has a duty to bill. If the sum of the advance and audit defend. If no other insurer defends, we premiums paid for the policy period is will undertake to do so; but we will be greater than the earned premium, we will entitled to the insured's rights against all return the excess to the first Named those other insurers. Insured. I. Premiums 3. The first Named Insured must keep 1. The first Named Insured shown in the records of the information we need for Declarations: premium computation and send us copies at such times as we may request. a. Is responsible for the payment of all premiums; and K. Transfer of Rights of Recovery Against Others to Us b. Will be the payee for any return premiums we pay. 1. Applicable to SECTION I - PROPERTY 2. The premium shown in the Declarations was Coverage: computed based on rates in effect at the time If any person or organization to or for the policy was issued. On each renewal, whom we make payment under this policy continuation or anniversary of the effective has rights to recover damages from date of this policy, we will compute the another, those rights are transferred to us to the extent of our payment. That person or organization must do everything necessary to secure our rights and must do nothing after loss to impair them. But you may waive your rights against another party in writing: 391-1003 08 16 Includes copyrighted material of Insurance Services Office, Inc., with its permission. Page 80 of 81 a. Prior to a loss to your Covered Property. b. After a loss to your Covered Property only if, at time of loss, that party is one of the following: (1) Someone insured by this insurance; (2) A business firm: (a) Owned or controlled by you; or (b) That owns or controls you; or (3) Your tenant. You may also accept the usual bills of lading or shipping receipts limiting the liability of carriers. This will not restrict your insurance. 2. Applicable to SECTION II - LIABILITY Coverage: If the insured has rights to recover all or part of any payment we have made under this Coverage Part, those rights are transferred to us. The insured must do nothing after loss to impair such rights. At our request, the insured will bring "suit" or transfer those rights to us and help us enforce them. 4 - Hngm rI-m11 OD3 9898667 1001140 We waive any right of recovery we may have against any person or organization with whom you have a written contract, permit or agreement to waive any rights of recovery against such person or organization because of payments we make for injury or damage arising out of your ongoing operations or "your work" done under a contract with that person or organization and included in the "products -completed operations hazard". This condition does not apply to Medical Expenses Coverage. L. Transfer of Your Rights and Duties Under This Policy Your rights and duties under this policy may not be transferred without otlr written consent except in the case of death of an individual Named Insured. If you die, your rights and duties will be transferred to your legal representative but only while that legal representative is acting within the scope of their duties as your legal representative. Until your lesial representative is appointed, anyone with proper temporary custody of your property will have your rights and duties but only with respect to that property. 3914003 08 16 Includes copyrighted material of Insurance Services Office, Inc., with its permission. Page 81 of 81 COLANTUONO HIGHSMITH WHATLEY,PC ROBERT C. MAY III 1 (619) 272-6200 1 RMAY@CHWLAW.US August 6, 2025 VIA EMAIL AND U.S. MAIL asmittle@sealbeachca.gov City of Seal Beach Alexa Smittle 211 Eighth Street Seal Beach, CA 90740 Re: Cvlantuono Highsmith & Whatley + Telecom Law Firm Dear Alexa, Jonathan and I are pleased to let you know that the key attorneys at Telecom Law Firm, PC, have joined Colantuono, Highsmith & Whatley, PC. This move, which comes at the end of a nearly 20 -year run as Telecom Law Firm, combines our leading expertise in telecommunications law, policy, and litigation with one of the most highly respected law firms in California. As a result, we are now able to offer our clients the expanded breadth and depth of expertise of the attorneys at CHW. We've been honored to serve you through Telecom Law Firm, and we look forward to continuing to serve you and offer the expanded capabilities at CHW. That said, if you would like us to return or close your file or transfer it to other counsel, please let us know by email to tmay@chwlaw.us and jkramer@chwlaw.us with a copy to Tripp's legal assistant, Ms. McCall Williams at mwil(iams@chwlaw.us and Jonathan's legal assistant, Ms. Tracey West at twest@chwlaw.us. Warmly, Tripp May F. onathan L. Kramer 888 PROSPECT STREET, SUITE 200, LA JOLLA, CALIFORNIA 92037 1 (562) 542-0501 GRASS VALLEY I ORANGE COUNTY I PASADENA I SACRAMENTO I SAN DIEGO I SONOMA 407401.1 AC"Ra CERTIFICATE OF LIABILITY INSURANCE DATE(MM/DDIYYYY) ��_ 08/21/2025 THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER, AND THE CERTIFICATE HOLDER. IMPORTANT. If the certificate holder is an ADDITIONAL INSURED, the policy(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 A T Lisa Anderson NAME' Shaw Moses Mendenhall & Associates Ins. Agency PHONE (626) 799-7813 FAX AIC No Ext): pIC Nv : (626) 799-8784 License #OD94511 -MAIL ADDRESS: lisa@smmainsurance.com 625 Fair Oaks, Suite 158 EACH OCCURRENCE $ 2.000,000 INSURER(S) AFFORDING COVERAGE NAICS South Pasadena CA 91030 INSURERA: Massachusetts Bay Ins Company 22306 INSURED INSURER 13: AllmeriGa Financial Benefit 41840 COLANTUONO, HIGHSMITH & INSURER C : Associated Industries Insurance Company Inc 33758 WHATLEY, PC INSURER D: 420 SIERRA COLLEGE DR STE 140 INSURER E : GRASS VALLEY CA 95945 INSURER F: COVERAGES CERTIFICATE NUMBER: 2025-2026 REVISION NIIMRFR• THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACTOR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE 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 INSO SUOR WVD POLICY NUMBER POLICY EFF MM/DD/YYYY MM/Lgl CY EXP LIMITS COMMERCIAL GENERAL LIABILITY CLAIMS -MADE Fx_] OCCUR EACH OCCURRENCE $ 2.000,000 PREMISE5Eaoccurrence $ 300,000 MED EXP (Any one person) $ 5,000 PERSONAL&ADV INJURY $ 2.000,000 A OD39898667 04/01/2025 04/01/2026 GEN'LAGGREGA7E LIMITAPPLIES PER: POLICY 0 PRO JECT ❑LOC GENERAL AGGREGATE $ 4,000,000 PRODUCTS-COMP/OPAGG $ 4,000,000 $ OTHER: AUTOMOBILE LIABILITY CS]I,ABINED SINGLE IT $ 2,000,000 Ea acdds ANYAUTO BODILY INJURY (Per person) $ AOWNED SCHEDULED AUTOS ONLY AUTOS OD39898667 04/01/2025 04/01/2026 BODILY INJURY (Per accident) $ HIRED vv NON -OWNED AUTOS ONLY ^ AUTOS ONLY PRO DAMAGG Per aocidenl $ X UMBRELLA LIAB X OCCUR EACH OCCURRENCE $ 3,000,000 A EXCESS LAB CLAIMS -MADE OD39898667 04/01/2025 04/01/2026 AGGREGATE $ 3,000,000 DED I I RETENTION $ $ 04/01/2025 B WORKERS COMPENSATION AND EMPLOYERS' LIABILITY Y / NER ANY PROPRIETOR/PARTNER/EXECUTIVE OFFICERIMEMBER EXCLUDED? NIA W239898674 04/01/2026 /� STATUTE OTHm E.L EACHACCIDENT $ 1,000,000 Em DISEASE - EA EMPLOYEE $ 1,000,000 (Mandatoryin If yes, describe under DESCRIPTION OF OPERATIONS below E L DISEASE - POLICY LIMIT $ 1,000,000 1 Professional Liabiliy 1 C AES1223451 04/04/2025 04/04/2026 General Aggregate $4,000,000 Occurrence $2,000,000 DESCRIPTION OF OPERATIONS I LOCATIONS / VEHICLES (ACORD 101, Additional Remarks Schedule, may be attached if more space is required) CERTIFICATE HOLDER CANCFLLATION SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN City of Seal Beach ACCORDANCE WITH THE POLICY PROVISIONS. 211 Eight Street AUTHORIZED REPRESENTATIVE Seal Beach CA 90740 ©1988-2015 ACORD CORPORATION. All rights reserved. ACORD 25 (2016/03) The ACORD name and logo are registered marks of ACORD Colantuono, Highsmith & Whatley, PC Policy Number: OD39898667 04/04/2025-04/0412026 custody of the insured at the premises where such equipment or device is located consists of or contains more than 25 grams of plutonium or uranium 233 or any combination thereof, or more than 250 grams of uranium 235; (iv) Any structure, basin, excavation, premises or place prepared or used for the storage or disposal of "waste"; and includes the site on which any of the foregoing is located, all operations conducted on such site and all premises used for such operations; (d) "Nuclear material" means "source material", "special nuclear material" or "by-product material"; (e) "Nuclear reactor" means any apparatus designed or used to sustain nuclear fission in a self-supporting chain reaction or to contain a critical mass of fissionable material; (f) "Property damage" includes all forms of radioactive contamination of property. (g) "Source material" has the meaning given it in the Atomic Energy Act of 1954 or in any law amendatory thereof; (h) "Special nuclear material" has the meaning given it in the Atomic Energy Act of 1954 or in any law amendatory thereof; (i) "Spent fuel" means any fuel element or fuel component, solid or liquid, which has been used or exposed to radiation in a "nuclear reactor"; Q) "Waste" means any waste material: (i) Containing "by-product material' other than the tailings or wastes produced by the extraction or concentration of uranium or thorium from any ore processed primarily for its "source material" content; and (ii) Resulting from the operation by any person or organization of any "nuclear facility" included under paragraphs (i) and (fl) of the definition of "nuclear facility". C. Who Is An Insured Hanover Insurance Croup- OD3 9898667 1001140 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. 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. 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 lartnership, joint venture or limited ability 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 ; 1. If you are designated in the Declarations (b) To the spouse, child, parent, as: brother or sister of that co - 3914003 08 16 Includes copyrighted material of Insurance Services Office, Inc., with its permission. Page 71 of 81 "employee" as a consequence (2) "Personal and advertising injury" of paragraph (1) (a) above; arising out of an offense (c) For which there is any committed before you acquired obligation to share damages or formed the organization. with or repay someone else No person or organization is an insured with who must pay damages respect to the conduct of any current or past because of the injury partnership, joint venture or limited liability described in paragraphs (1)(a) company that is not shown as a Named or (1)(b); or Insured in the Declarations. (d) Arising out of his or her D. Liability and Medical Expenses Limits of providing or failing to provide Insurance professional services. 1. The Limits of Insurance under SECTION (2) "Property damage" to property: II - LIABILITY shown in the Declarations (a) Owned, occupied or used by; and the rules below fix the most we will or pay regardless of the number of: (b) Rented to, in the care, custody a. Insureds; or control of, or over which b. Claims made or "suits" brought; or physical control is being exercised for any purpose by; c. Persons or organizations making "suits". claims or bringing you, any of your "employees", volunteer workers", any partner 2. Subject to the Aggregate Limit identified or member you are aoint in paragraph 5. below, the most we will partnership or j venture), or pay for the sum of all damages because any member (if you are a limited of all: liability company). a. "Bodily injury", "property damage" b. Any person (other than your "employee" "volunteer and medical expenses arising out of any one "occurrence"; and or worker) or any organization while acting as your b. "Personal and advertising injury" real estate manager, sustained by any one person or c. Any person or organization having organization; proper temporary custody of your is the Liability And Medical Expenses property if you die, but only: Limit shown in the Declarations. (1) With respect to liability arising out 3. Subject to the Liability And Medical of the maintenance or use of that Expenses Limit, the most we will pay for property; and all medical expenses because of "bodily (2) Until your legal representative has injury" sustained by any one person is been appointed. the Medical Expenses Limit shown in the Declarations. d. Your legal representative if you die, but only with respect to duties as 4. The Damage to Premises Rented to You such. That representative will have all Limit shown in the Declarations is the yourrights and duties under this most we will pay for damages because "property policy. of damage" to any one premises while rented to you, or 3. Any organization you newly acquire or temporarily occupied by you with form, acquire or form, other than a permission of the owner. Partnership, joint venture or limited ability company, and over which you S. Aggregate Limits maintain ownership or majority interest, a. The most we will pay for: will qualify as a Named Insured if there is (1) All "bodily injury" and "property no other similar insurance available to damage" that is included in the that organization. However: "products -completed operations a. Coverage under this provision is hazard" is twice the Liability And afforded only until the 9dh day after Medical Expenses Limit. you acquire or form the organization (2) All: or the end of the policy period, whichever is earlier; and (a) "Bodily injury" and "property b. Business Liability Coverage does not damage" except damages because of "bodily injury" and apply to: (1) "Bodily injury" or "property damage" that occurred before you acquired or formed the organization; and 391-1003 08 16 Includes copyrighted material of Insurance Services Office, Inc., with its permission. Page 72 of 81 Colantuono, Highsmith & Whatley OD39898667 04/01/2025-04/01/2026 1. SECTION I - PROPERTY, if two or more of this coverage part's coverages apply to the same loss or damage, we will not pay more than the actual amount of the loss or damage. 2. SECTION II - LIABILITY, it is our stated intent that the various Coverage Parts, forms, endorsements or policies issued to the named insured by us, or any company affiliated with us, do not provide any duplication or overlap of coverage for the same claim, "suit", "occurrence", offense, accident, "wrongful act" or loss. We will not pay more than the actual amount of the loss or damage. If this Coverage Part and any other Coverage Part, form, endorsement or policy issued to the named insured by us, or any compan affiliated with us, apply to the same c aim, "suit", occurrence, offense, accident, "wrongful act" or loss, the maximum Limit of Insurance under all such Coverage Parts, forms, endorsements or policies combined shall not exceed the highest applicable Limit of Insurance under any one Coverage Part, form, endorsement or policy. This condition does not apply to any Excess or Umbrella Policy issued by us specifically to apply as excess insurance over this policy. G. Liberalization If we adopt any revisions that would broaden the coverage under this policy without additional premium within 45 days prior to or during the policy period, the broadened coverage will immediately apply to this policy. H. Other Insurance 1. SECTION I -PROPERTY If there is other insurance covering the same loss or damage, we will pay only for the amount of covered loss or damage in excess of the amount due from that other insurance, whether you can collect on it or not. But, we will not pay more than the applicable Limit of Insurance of SECTION - PROPERTY. 2. SECTION II - LIABILITY If other valid and collectible insurance is available to the insured for a loss we cover under SECTION II - LIABILITY, our obligations are limited as follows: a. Primary Insurance This insurance is primary except when paragraph b. below applies. If this Insurance Is primary, our obligations are not affected unless any of the other insurance is also primary. Then, we will share with all that other insurance by the method described in paragraph c. below. w Hanover ]nsarance Group_ OD3 9898667 1001140 However, if you agree in a written contract, written agreement, or written permit that the insurance provided to any person or organization included as an Additional Insured under this Coverage Part is primary and non-contributory, we will not seek contribution from any other insurance available to that Additional Insured which covers the Additional Insured as a Named Insured except- (1) For the sole negligence of the Additional Insured; or (2) When the Additional Insured is an Additional Insured under another liability policy. b. Excess Insurance This insurance is excess over: (1) Any of the other insurance, whether primary, excess, contingent or on any other basis: (a) That is Fire, Extended Coverage, Builder's Risk, Installation Risk or similar coverage for "your work"; (b) That is Property Insurance for premises rented to you or temporarily occupied by you with permission of the owner; (c) 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; or (d) If the loss arises out of the maintenance or use of aircraft, "autos" or watercraft to the extent not subject to SECTION II - LIABILITY, Exclusion g. Aircraft, Auto or Watercraft; and (2) Any other primary insurance available to you covering liability for damages arising out of the premises or operations, or the products and completed operations, for which you have been added as an additional insured by attachment of an endorsement. When this insurance is excess, we will have no duty under SECTION ll - LIABILITY 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 391-1003 08 16 Includes copyrighted material of Insurance Services Office, Inc., with its permission. Page 79 of 81 Colantuono, Highsmith & Whatley, PC Policy Number: OD39898667 04/01/2025-04/01/2026 insured's rights against all those other insurers. c. When this insurance is excess over other insurance, we will pay only our share of the amount of the loss, if any, that exceeds 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. d. We will share the remaining loss, if any, with any other insurance that is not described in this provision and was not bought specifically to apply in excess of the Limits of Insurance shown in the Declarations for this Coverage. e. Method of Sharing If all of 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. f. When this insurance is excess, we will have no duty under Business Liability Coverage to defend any claim or "suit" that any other insurer has a duty to defend. 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. Premiums 1. The first Named Insured shown in the Declarations: a. Is responsible for the payment of all premiums; and b. Will be the payee for any return premiums we pay. 2. The premium shown in the Declarations was computed based on rates in effect at the time the policy was issued. On each renewal, continuation or anniversary of the effective date of this policy, we will compute the premium in accordance with our rates and rules then in effect. 3. With our consent, you may continue this policy in force by paying a continuation premium for each successive one-year period_ The premium must be: a. Paid to us prior to the anniversary date; and b. Determined in accordance with paragraph 2. above. Our forms then in effect will apply. if you do not pay the continuation premium, this policy will expire on the first anniversary date that we have not received the premium. 4. Undeclared exposures or change in your business operation, acquisition or use of locations may occur during the policy period that is not shown in the Declarations. If so, we may require an additionalpremium. That premium will be determined in accordance with our rates and rules then in effect. J. Premium Audit 1. This policy is subject to audit if a premium designated as an advance premium is shown in the Declarations. We will compute the final premium due when we determine your actual exposures. 2. Premium shown in this policy as advance premium is a deposit premium only. At the close of each audit period, we will compute the earned premium for that period and send notice to the first Named Insured. The due date for audit premiums is the date shown as the due date on the bill. If the sum of the advance and audit premiums paid for the policy period is greater than the earned premium, we will return the excess to the first Named Insured. 3. The first Named Insured must keep records of the information we need for premium computation and send us copies at such times as we may request. K. Transfer of Rights of Recovery Against Others to Us 1. Applicable to SECTION I - PROPERTY Coverage: If any person or organization to or for whom we make payment under this policy has rights to recover damages from another, those rights are transferred to us to the extent of our payment. That person or organization must do everything necessary to secure our rights and must do nothing after loss to impair them. But you may waive your rights against another party in writing: 391-1003 08 16 Includes copyrighted material of Insurance Services Office, Inc., with its permission. Page 80 of 81 a. Prior to a loss to your Covered Property. b. After a loss to your Covered Property only if, at time of loss, that party is one of the following: (1) Someone insured by this insurance; (2) A business firm: (a) Owned or controlled by you; or (b) That owns or controls you; or (3) Your tenant. You may also accept the usual bills of lading or shipping receipts limiting the liability of carriers. This will not restrict your insurance. 2. Applicable to SECTION II - LIABILITY Coverage: If the insured has rights to recover all or part of any payment we have made under this Coverage Part, those rights are transferred to us. The insured must do nothing after loss to impair such rights. At our request, the insured will bring "suit" or transfer those rights to us and help us enforce them. Hanauer ]nmiranre Crnrsp- OW 9898667 1001140 We waive any right of recovery we may have against any person or organization with whom you have a written contract, permit or agreement to waive any rights of recovery against such person or organization because of payments we make for injuryor damage arising out of your ongoing operations or "your work" done under a contract with that person or organization and included in the "products -completed operations hazard". This condition does not apply to Medical Expenses Coverage. L. Transfer of Your Rights and Duties Under This Policy Your rights and duties under this policy may not be transferred without our written consent except in the case of death of an individual Named Insured. Ifyou die, your rights and duties will be transferred to your legal representative but only while that legal representative is acting within the scope of their duties as your legal representative. until your legal representative is appointed, anyone with proper temporary custody of your property will have your rights and duties but only with respect to that property. 391-1003 08 16 Includes copyrighted material of Insurance Services Office, Inc., with its permission. Page 81 of 81 By Electronic Mail May 14, 2024 Telecom Law Firm, P.C. Attn: Lory Kendirjian 3570 Camino del Rio N., Suite 102 San Diego, CA 92108 SUBJECT: CITY OF SEAL BEACH — TELECOM LAW FIRM, P.C. PROFESSIONAL SPECIAL COUNSEL SERVICES AGREEMENT EXTENSION NO. 1 Professional legal and general telecom services Dear Ms. Kendirjian: Pursuant to the Agreement for Special Counsel Services for professional legal and general telecom services, dated August 10, 2023, by and between the City of Seal Beach ("City") and Telecom Law Firm, P.C., the City of Seal Beach is hereby notifying Telecom Law Firm, P.C. of its desire to exercise the first of three additional one (1) year term extension per Section 4 Term, Extensions, for a total not -to -exceed amount of thirty thousand dollars and 00/100 ($30,000.00). The Agreement termination date is now revised to midnight of June 30, 2025. All other terms and provisions of the Agreement shall remain unaltered and in full force and effect. Should you have any questions, please do not hesitate to contact Alexa Smittle, Director of Community Development at (562) 431-2527 Ext. 1313 or asmittle@sealbeachca.gov Sincerely, Jill R. ngram City Manager CC: Alexa Smittle, Director of Community Development Gloria D. Harper, City Clerk PROFESSIONAL SERVICES AGREEMENT Amendment No. 1 for Special Counsel Services Relating to Telecommunications Law and Related Issues Between City of Seal Beach 211 - 8th Street Seal Beach, CA 90740 Telecom Law Firm, P.C. 17252 Hawthorne Blvd., #438 Torrance, CA 90504 This Amendment No. 1, dated February 24, 2025, amends that certain agreement (Agreement) made as of August 10, 2023 by and between the City of Seal Beach (City), a California charter city, and Telecom Law Firm, P.C. (Special Counsel). RECITALS A. City and Special are parties to the Agreement, pursuant to which Special Counsel provides legal services relating to telecommunications law and related issues. B. On May 14, 2024, City's City Manager exercised one administration extension to extend the term of the agreement to June 30, 2025. C. City and Special Counsel wish to amend the Agreement for Special Counsel to continue providing such services through June 30, 2026 and to increase Special Counsel's not -to -exceed compensation by $30,000. AMENDMENT NO. 1 NOW, THEREFORE and in consideration of the foregoing and of the mutual covenants and promises herein set forth, the parties agree to amend the Agreement as follows: Section 1. Section 4 (Term; Extensions) of the Agreement is hereby amended to read as follows: "Term, Extensions. Unless earlier terminated or extended, the term of this Agreement will be from August 10 . 2023 to and through June 30, 2026. By mutual written agreement, the Parties may extend this agreement for up to three additional one year terms with the first one year extension term commencing on June 30, 2026." Section 2. Section 6 (Compensation) of the Agreement is hereby amended to read as follows: "Compensation. City shall compensate Special Counsel for the performance of the Services at the rates shown on Exhibit " A" up to a maximum of $70, 000. No other compensation for the Services will be allowed except for items covered by subsequent amendments to this Agreement." Section 3. Except as expressly modified or supplemented by this Amendment No. 1, all other provisions of the Agreement shall remain unaltered and in full force and effect. Section 4. The person executing this Amendment No. 2 on behalf of Special Counsel warrants that he or she is fully authorized to execute this Amendment No. 1 on behalf of said Party, and that by his or her execution, Special Counsel is formally bound to the provisions of this Amendment No. 2. 2of3 IN WITNESS WHEREOF, the Parties hereto, through their respective authorized representatives have executed this Agreement as of the date and year first above written. CITY OF SEAL BEACH �y y: Patrick Gallegos, Interim City Manager SPECIAL COUNSEL: Telecom Law Firm.,rofessional orpo ion i Ne6. -Dr. Jonathan L. Kramer, Esq. Its: President and Senior Partner Approved as to Form: Nicholas Ghirelli, City Attorney 3 of 3 AGREEMENT FOR SPECIAL COUNSEL SERVICES [Telecom Law Firm, P.C.] THIS AGREEMENT is made and ent red into as of the ptkiday of 2023, and effective as of 2023 (the "Effective Date"], -by and between the City of Seal Beach ("City"), municipal corporation of the State of California and Telecom Law Firm, P.C. ("Special Counsel") (collectively, the "Parties"). RECITALS A. City requires the professional legal services of attorneys who are experienced in general municipal law focused on telecommunications law and related issues. B. Special Counsel has the necessary experience and history in providing professional legal services and advice related to wired and wireless telecommunications law including, but not limited to, those areas specifically required by the City. C. The Special Counsel will provide City with transactional and advisory services only; any litigation -related services will require a separate agreement. D. The Parties intend this to be a privileged legal services agreement between a law firm (Special Counsel) and its client (City)_ NOW, THEREFORE, in consideration of these recitals and the mutual covenants contained herein, the Parties agree as follows: AGREEMENT Incorporation. The RECITALS are incorporated into this Agreement by this reference. 2. Scope of Work. City retains Special Counsel to perform, and Special Counsel agrees to render, those services associated with telecommunications law and related issues (the "Services") in accordance with this Agreement's terms and conditions. Special Counsel designates Dr. Jonathan L. Kramer (CA SBN 244074) and Mr. Robert C. May III (CA SBN 291483) as the Attorneys jointly responsible to direct or perform this Scope of Work. 3. Standard of Performance. While performing the Services, Special Counsel will exercise the reasonable professional care and skill customarily exercised by reputable members of the California State Bar practicing in telecommunications law related to wireless facilities including leasing, fiber optic networks, two-way radio networks, point-to-point microwave systems, and construction, municipal operations, and enforcements related to those services, and will use reasonable diligence and judgment while exercising its professional skill and expertise. 4. Term Extensions. Unless earlier terminated or extended, the term of this Agreement will be from August . 2023 to and through June 30, 2024. By mutual written agreement, the Parties may extend this agreement for up to three additional one year terms with the first one year extension term commencing on July 1, 2024. 5. Time is of the Essence. Time is of the essence for each and every provision of this Agreement. 6. Compensation. City shall compensate Special Counsel for the performance of the Services at the rates shown on Exhibit "A" up to a maximum of $40,000. No other compensation for the Services will be allowed except for items covered by subsequent amendments to this Agreement. 7. Reimbursable Expenses. Special Counsel shall be entitled to reimbursement for all reasonable and necessary expenses incurred from outside vendors related to performance of the Services. Unless agreed upon by Special Council and City, reimbursable expenses exclude electronic legal research, bill preparation and presentation, and general overhead costs. 8. Advancement of Costs. Special Counsel will advance expenses and costs incurred on behalf of the City under this Agreement in an amount not exceeding $500 per month. If costs will exceed $500 per month, those costs shall be paid directly by City or shall be advanced to Special Counsel pursuant to a separate letter agreement. 9. Payment for Services. Special Counsel shall submit itemized monthly invoices to the City accounting for the Services provided and costs incurred pursuant to the terms of this Agreement. Each monthly invoice shall bill in one-tenth (1/10) hour increments and shall include the total hours performed to date. Minimum billing requirements are unacceptable to the City and invoice shall charge only for actual time spent. Payment will occur only after receipt by City of invoices sufficiently detailed that clearly set forth by date, the type of work performed, the specific subject of work performed, or legal research performed, and the time spent on a task. City shall make payment to Special Counsel within thirty (30) days of receipt of the invoice, except for those specific items on the invoice which are contested or questioned and returned by City, with written explanation, within thirty (30) days of receipt of the invoice. Special Counsel shall provide to City, a written response to any statement contested or questioned and further, upon request of City, provide City with any and all documents related to the service or costs. No charge shall be made for time expended in providing this information to the City. Special Counsel shall invoice Client monthly for the Services and costs incurred. The form of invoice shall include a cover summary sheet containing only the "attorney services" and the amount being billed therefore; the "costs advanced" and the amount being billed therefore; and a total for all services and costs invoiced. Attached to the summary sheet shall be the detailed backup information which, as to "attorney services", sets forth the dates services were performed; the initials of the attorney performing said services; the hourly rate attributable thereto; the hours or minutes being invoiced, and the total invoiced costs of attorney services. As to "costs advanced', the detailed back up information shall set forth the dates the costs were incurred, the type of cost incurred; and the total of advance costs incurred. 10. Status of Special Counsel. Special Counsel will perform the Services in Special Counsel's own way as an independent contractor and in pursuit of Special Counsel's independent calling, and not as an employee of City. The persons used by Special Counsel to provide services under this Agreement will not be considered employees of City for any purposes. The payment made to Special Counsel pursuant to the Agreement will be the full and complete compensation to which Special Counsel is entitled. City will not make any federal or state tax withholdings on behalf of Special Counsel or its agents, employees, or subcontractors. 2 contributions on behalf of Special Counsel or its employees or subcontractors. Special Counsel agrees to indemnify City within thirty (30) days for any tax, retirement contribution, social security, overtime payment, unemployment payment or workers' compensation payment, including, but not limited to, those based on any provision of the Federal Affordable Care Act which City may be required to make on behalf of Special Counsel or any agent, employee, or subcontractor of Special Counsel for work done under this Agreement. At the City's election, City may deduct the indemnification amount from any balance owing to Special Counsel. 11. Subcontracting. Special Counsel will not subcontract any portion of the Services without prior written approval of City Attorney or his/her designee. If Special Counsel subcontracts any of the Services, Special Counsel will be fully responsible to City for the acts and omissions of Special Counsel's subcontractor and of the persons either directly or indirectly employed by the subcontractor, as Special Counsel is for the acts and omissions of persons directly employed by Special Counsel. Nothing contained in this Agreement will create any contractual relationship between any subcontractor of Special Counsel and City. Special Counsel will be responsible for payment of subcontractors. Special Counsel will bind every subcontractor and every subcontractor of a subcontractor by the terms of this Agreement applicable to Special Counsel's work unless specifically noted to the contrary in the subcontract and approved in writing by City. 12. Other SQecial Counsels. The City reserves the right to employ other special counsels in connection with the Services. 13. Indemnification. Special Counsel will indemnify and hold harmless City and its officers, agents, employees and volunteers from and against all claims, damages, losses and expenses including attorney fees arising out of the performance of the Services to the extent they are caused by the willful misconduct or negligent act or omission of the Special Counsel, any subcontractor, anyone directly or indirectly employed by any of them or anyone for whose acts any of them may be liable. The Parties expressly agree that any reasonable payment, attorney's fee, cost or expense City incurs or makes to or on behalf of an injured employee under the City's self- administered workers' compensation is included as a loss, expense or cost for the purposes of this section to the extent such injury is caused by willful misconduct or negligent act or omission of Special Counsel, and that this section will survive the expiration or early termination of the Agreement. 14. Insurance. Special Counsel will obtain and maintain for the duration of the Agreement and any and all amendments, insurance against claims for injuries to persons or damage to property which may arise out of or in connection with performance of the Services by Special Counsel or Special Counsel's agents, representatives, employees or subcontractors. The insurance will be obtained from an insurance carrier admitted and authorized to do business in the State of California. The insurance carrier is required to have a current Best's Key Rating of not less than "A:VII." 13.1 Coverages and Limits. Special Counsel will maintain the types of coverages and minimum limits indicated below, unless Risk Manager or City Manager, in consultation with the City Attorney approves a lower amount. These minimum amounts of coverage will not constitute any limitations or cap on Special Counsel's indemnification obligations under this Agreement. City, its officers, agents, volunteers and employees make no representation that the limits of the insurance specified to be carried by Special Counsel pursuant 3 to this Agreement are adequate to protect Special Counsel. If Special Counsel believes that any required insurance coverage is inadequate, Special Counsel will obtain such additional insurance coverage, as Special Counsel deems adequate, at Special Counsel's sole expense. 13.1.1 Commercial General Liability Insurance. $1,000,000 combined single -limit per occurrence for bodily injury, personal injury and property damage. If the submitted policies contain aggregate limits, general aggregate limits will apply separately to the work under this Agreement or the general aggregate will be twice the required per occurrence limit. 13.1.2 Automobile Liability. $1,000,000 combined single -limit per accident for bodily injury and property damage. 13.1.3 Workers' Compensation and Employer's Liabiliy. Workers' Compensation limits as required by the California Labor Code and Employer's Liability limits of $1,000,000 per accident for bodily injury. Workers' Compensation and Employer's Liability insurance will not be required if Special Counsel has no employees and provides, to City's satisfaction, a declaration stating this. 13.1.4 Professional Liability. Errors and omissions liability appropriate to Special Counsel's profession with limits of not less than $1,000,000 per claim. 13.2 Additional Provisions. Special Counsel will ensure that the policies of insurance required under this Agreement contain, or are endorsed to contain, the following provisions: 13.2.1 For Commercial General Liability Insurance, City, its officers, agents, volunteers and employees will be named as additional insureds. 13.2.2 Special Counsel will obtain occurrence coverage, excluding Professional Liability, which will be written as claims -made coverage. 13.2.3 This insurance will be in force during the life of the Agreement and any extensions of it and will not be canceled without thirty (30) days prior written notice to City sent pursuant to the notice provisions of this Agreement. 13.3 Providing Certificates of Insurance and Endorsements. Prior to City's execution of this Agreement, Special Counsel will furnish certificates of insurance and endorsements to City. 13.4 Failure to Maintain Coverage. If Special Counsel fails to maintain any of these insurance coverages, then City will have the option to declare Special Counsel in breach, or may purchase replacement insurance or pay the premiums that are due on existing policies in order to maintain the required coverages. Special Counsel is responsible for any payments made by City to obtain or maintain insurance and City may collect these payments from Special Counsel or deduct the amount paid from any sums due Special Counsel under this Agreement. 13.5 Submission of Insurance Policies. City reserves the right to require, at any time, complete and certified copies of any or all required insurance policies and endorsements. 4 13.6 Primary Coverage. For any claims related to the Services and this Agreement, the Special Counsel's insurance coverage will be primary insurance with respect to City, its officers, agents, volunteers and employees. Any insurance or self-insurance maintained by City for itself, its officers, agents, volunteers and employees, will be in excess of Special Counsel's insurance and not contributory with it. 13.7 Reduction in Coverage/Material Changes. Special Counsel will notify City thirty (30) days prior to any reduction in any of the insurance coverage required pursuant to this Agreement or any material changes to the respective insurance policies. 15. Conflict Waiver. Actual or possible conflict sometimes arises between existing or potential clients. Special Counsel may be required to ask for a conflict waiver in that event. Special Counsel asks for City's understanding and cooperation if Special Counsel requests a conflict waiver in order to undertake or continue representation of another client in manner that will not be specifically detrimental or adverse to City. 16. Maintenance of Records. Special Counsel will maintain complete and accurate records with respect to costs incurred under this Agreement. All such records will be clearly identifiable. Special Counsel will allow a representative of City during normal business hours to examine, audit, and make transcripts or copies of such records and any other such documents created pursuant to this Agreement. Special Counsel will allow inspection of all work, data, documents, proceedings, and activities related to the Agreement for a period of three (3) years from the date of final payment under this Agreement. 17. Ownership of Documents. All work product produced by Special Counsel or its agents, employees, and subcontractors pursuant to this Agreement is the property of City. Special Counsel will provide City with the final version of all briefs, filings, legal memos and work product produced by Special Counsel within a reasonable time, not to exceed ten (10) days, after the work product is made final. In the event this Agreement is terminated, all work product produced by Special Counsel or its agents, employees and subcontractors pursuant to this Agreement will be delivered to City pursuant to the termination clause of this Agreement. Special Counsel will have the right to make copies of the work product for Special Counsel's records. 18. Notices. The name of the persons who are authorized to give written notices or to receive written notice on behalf of City and on behalf of Special Counsel under this Agreement. For City: City of eal Beach Attn: CAV 211 Eighth Street Seal Beach, CA 90740 For Special Counsel: Telecom Law Firm, P.C. Attn: CLIENT NOTICES 3570 Camino del Rio N., Suite 102 San Diego, CA 92108 Except as otherwise stated, all notices to be provided or that may be provided under this Agreement must be in writing and delivered by regular or certified mail. Notices are effective upon actual receipt or actual rejection. Each party will notify the other immediately of any changes of address that would require any notice or delivery to be directed to another address. 19. Avoidance of Conflict of Interest. Special Counsel warrants that it has no known financial interest in the subject matter of this Agreement, other than the compensation to be provided for the Services. Special Counsel further warrants that it will comply with all California State Bar Rules of Professional Conduct, including those relating to interests adverse to a client and representing adverse interests. 20. General Compliance with Laws. Special Counsel will keep fully informed of federal, state and local laws and ordinances and regulations which in any manner affect those employed by Special Counsel, or in any way affect the performance of the Services by Special Counsel. Special Counsel will at all times observe and comply with these laws, ordinances, and regulations and will be responsible for the compliance of the Services with all applicable laws, ordinances and regulations. 21. Discrimination and Harassment Prohibited. Special Counsel will comply with all applicable local, state and federal laws and regulations prohibiting discrimination and harassment. 22_ Termination of Services. City may terminate Services at any time by delivery to Special Counsel of written notice. After receiving such notice, Special Counsel will cease providing the Services. Special Counsel will cooperate with City in the orderly transfer of all related files and records to City or City's new counsel. Special Counsel may terminate the Services at any time with City's consent or for good cause. Good cause exists if (a) any statement is not paid within sixty (60) days of its date; (b) City fails to meet any other obligation under this Agreement and continue in that failure for fifteen (15) days after Special Counsel send written notice to City; (c) City has misrepresented or failed to disclose material facts to Special Counsel, refused to cooperate with Special Counsel, refused to follow Special Counsel's advice on a material mater, or otherwise made Special Counsel's representation unreasonably difficult; or (d) any other circumstance exists in which ethical rules of the legal profession mandate or permit Special Counsel's termination, including situations where a conflict of interest arises. Termination of the Services, whether by City or by Special Counsel, will not relieve the obligation of City to pay for the Services rendered and costs incurred before the Services formally ceased. 23. Covenants Against Contingent Fees. Special Counsel warrants that Special Counsel has not employed or retained any company or person, other than a bona fide employee working for Special Counsel, to solicit or secure this Agreement, and that Special Counsel has not paid or agreed to pay any elected official or employee of City, nor any company or person. 24. Claims and Lawsuits. By signing this Agreement, Special Counsel agrees that any Agreement claim submitted to City must be asserted as part of the Agreement process as set forth in this Agreement and not in anticipation of litigation or in conjunction with litigation. Special Counsel acknowledges that if a false claim is submitted to City by Special Counsel, it may be considered fraud and Special Counsel may be subject to criminal prosecution. Special Counsel acknowledges that California Government Code sections 12650 et seq., the False Claims Act applies to this Agreement and, provides for civil penalties where a person knowingly submits a false claim to a public entity. 25. Jurisdiction and Venue. Any action at law or in equity brought by either of the Parties for the purpose of enforcing a right or rights provided for by this Agreement will be tried in a court of competent jurisdiction in the County of Orange, State of California, and the Parties waive all provisions of law providing for a change of venue in these proceedings to any other county. 26. Successors and Assigns. ft is mutually understood and agreed that this Agreement will be binding upon the Parties and their respective successors. Neither this Agreement nor any part of it nor any monies due or to become due under it may be assigned by Special Counsel without the prior consent of City_ Notwithstanding the prior sentence, Special Counsel expects to reform itself into a limited liability partnership or other new lawful association of lawyers during the term of this Agreement. So long as Dr. Jonathan L. Kramer and Mr. Robert May III remain the controlling principals of the reformed entity, upon written notice of such reformation to City by Special Counsel, City shall approve the assignment of this agreement to the new entity under the terms and conditions set forth herein. 27. Paragraph Headings. Paragraph headings as used herein are for convenience only and will not be deemed to be a part of such paragraphs and will not be construed to change the meaning thereof. 28. Entire Agreement. This Agreement embodies the entire Agreement and understanding between the Parties relating to the subject matter of it. In case of conflict, the terms of this Agreement supersede any and all prior written or oral agreement, order or understanding. Neither this Agreement nor any of its provisions may be amended, modified, waived or discharged except in writing signed by both Parties. [Balance of page intentionally left blank] 29. Authority. The individuals executing this Agreement and the instruments referenced in it on behalf of a Party represents and warrants to the other Party that the signer has the legal power, right and actual authority to bind its Party to the terms and conditions of this Agreement. IT IS SO AGREED by SPECIAL COUNSEL: Telecom Law Firm, P.C. By: K��� DI Jonathan L. Kramer, Esq. ident and Senior Partner C3 CITY: City of Seal Beach, California By: (�� a(mw Jill . Ingram, City ana er ATTEST: By: APPROVED By: cholas Ghirelli, Esq , City Attorney [GENERAL. TELECOM SERVICES] EXHIBIT "A" Discounted Public Agency Huriv Work Fees Partners $350.00 per hour Senior Associate Attorneys $300.00 per hour Associate Attorneys/Of Counsels $280.00 per hour Paralegals $120.00 per hour Legal Assistants $ 70.00 per hour All time billed in 10 -minute increments. Travel Time portal to portal is billed at 60% of the hourly rate shown above. Expenses billed at cost. Each of the hourly rates shown in this Exhibit A automatically increase by three percent (3%) upon each anniversary of the Effective Date of this Agreement. [END OF EXHIBIT A] qw THE HARTFORD BUSINESS SERVICE CENTER THE 3600 WISEMAN BLVD HARTFORD SAN ANTONIO TX 78251 City of Seal Beach 211 8TH ST SEAL BEACH CA 90740-6305 Account Information: Policy Holder Details : TELECOM LAW FIRM P.C. May 14, 2024 Contact Us Need Help? Chat online or call us at (866) 467-8730. We're here Monday - Friday. Enclosed please find a Certificate Of Insurance for the above referenced Policyholder. Please contact us if you have any questions or concerns. Sincerely, Your Hartford Service Team WLTRO05 CERTIFICATE OF LIABILITY INSURANCE DATE (MMIDD/YYYY) 05/14/2024 THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER, AND THE CERTIFICATE HOLDER. IMPORTANT: If the certificate holder is an ADDITIONAL INSURED, the policy(ies) must be endorsed. If SUBROGATIONIS WAIVED, subject to the terms and conditions of the policy, certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). PRODUCER CONTACT NAME: IMACO INSURANCE SERVICES 72181437 POLICY EXP IMIM/DD YYY PHONE (714) 676-5323 (AIC, No, Ext): FAX (AIC, No): 6131 ORANGETHROPE AVE STE 480 BUENA PARK CA 90620 EMAIL ADDRESS: INSURER(S) AFFORDING COVERAGE NAIC# INSURERA: Sentinel Insurance Company Ltd. 11000 INSURED INSURER B: TELECOM LAW FIRM P.C. INSURERC: 17252 HAWTHORNE BLVD # 438 TORRANCE CA 90504 INSURER D: INSURER E: DAMAGE TO RENTED $1,000,000 PREMISES Ea rrn e INSURER F COVERAGES CERTIFICATE NUMBER: REVISION NUMBER: THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED.NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY 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 INSR SUBR WVD POLICY NUMBER POLICY EFF (MWDDIYYM POLICY EXP IMIM/DD YYY LIMITS COMMERCIAL GENERAL LIABILITY EACH OCCURRENCE $2,000,000 CLAIMS-MADEOCCUR DAMAGE TO RENTED $1,000,000 PREMISES Ea rrn e MED EXP (Any one person) $10,000 X General Liability A X X 72 SBA BG6721 05/10/2024 05/10/2025 PERSONAL &ADV INJURY $2,000,000 GEN'L AGGREGATE LIMIT APPLIES PER: GENERAL AGGREGATE $4,000,000 PRODUCTS - COMP/OP AGG $4,000,000 JECT POLICY 1:1 PRO LOC FX OTHER: AUTOMOBILE LIABILITY COMBINED SINGLE LIMIT $2,000,000 (Ea accident) BODILY INJURY (Per person) ANY AUTO A ALL OWNED SCHEDULED AUTOS AUTOS X 72 SBA BG6721 05/10/2024 05/10/2025 BODILY INJURY (Per accident) PROPERTY DAMAGE (Per accident) HIRED NON -OWNED X AUTOS X AUTOS UMBRELLA LIAB X OCCUR EACH OCCURRENCE $2,000,000 AGGREGATE $2,000,000 A EXCESS LIAB CLAIMS- MADE X 72 SBA BG6721 05/10/2024 05/10/2025 DED X RETENTION $ 10,000 WORKERS COMPENSATION PER OTH- I AND EMPLOYERS' LIABILITY STATUTE ER E.L. EACH ACCIDENT ANY YIN PROPRIETOR/PARTNER/EXECUTIVE OFFICER/MEMBER EXCLUDED? NIA E.L. DISEASE -EA EMPLOYEE (Mandatory In NH) If yes, describe under E.L. DISEASE - POLICY LIMIT DESCRIPTION OF OPERATIONS below DESCRIPTION OF OPERATIONS /LOCATIONS /VEHICLES (ACORD 101, Additional Remarks Schedule, may be attached if more space Is required) Those usual to the Insured's Operations. CERTIFICATE HOLDER CANCELLATION City of Seal Beach SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED 211 8TH ST BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED SEAL BEACH CA 90740-6305 IN ACCORDANCE WITH THE POLICY PROVISIONS. AUTHORIZED REPRESENTATIVE � C, ad� ©1988-2015 ACORD CORPORATION. All rights reserved. ACORD 25 (2016/03) The ACORD name and logo are registered marks of ACORD AGENCY CUSTOMER ID: LOC#: ADDITIONAL REMARKS SCHEDULE Page 2 of 2 AGENCY NAMED INSURED IMACO INSURANCE SERVICES TELECOM LAW FIRM P.C. 17252 HAWTHORNE BLVD # 438 POLICY NUMBER SEE ACORD 25 TORRANCE CA 90504 CARRIER NAIC CODE SEE ACORD 25 EFFECTIVE DATE: SEE ACORD 25 ADDITIONAL REMARKS THIS ADDITIONAL REMARKS FORM IS A SCHEDULE TO ACORD FORM FORM NUMBER: ACORD 25 FORM TITLE: CERTIFICATE OF LIABILITY INSURANCE Notice of Cancellation will be provided in accordance with Form SS1223, attached to this policy. Coverage is primary and noncontributory per the Business Liability Coverage Form SS0008, attached to this policy. Waiver of Subrogation applies in favor of the Certificate Holder per the Business Liability Coverage Form SS0008, attached to this policy. Certificate holder is an additional insured per the Business Liability Coverage Form SS0008, attached to this policy. Certificate holder is an additional insured per the Business Liability Coverage Form SS0008 and the Hired Auto and Non Owned Auto Endorsement SSO438, attached to this policy. Certificate holder is an additional insured per the Business Liability Coverage Form SS0008 and the Umbrella Liability Provisions Form SX8002, attached to this policy. City, its officers, agents, volunteers and employees are to be named as additional insureds ACORD 101 (2014/01) © 2014 ACORD CORPORATION. All rights reserved. The ACORD name and logo are registered marks of ACORD ACORO�DATE CERTIFICATE OF LIABILITY INSURANCE (MMIDDIYYYY) 04/13/2024 THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER, AND THE CERTIFICATE HOLDER. IMPORTANT: If the certificate holder is an ADDITIONAL INSURED, the policy(ies) must 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 CFS International Insurance Services CONTACT NAME: FAX PHONE 949260-1111 ae No):. 6789 Quail Hill Pkwy, Suite 850 ADDRESS: INSURER(S) AFFORDING COVERAGE NAIC0 Irvine, CA 92603 INSURERA: Employers Assurance Company EACH OCCURRENCE $ INSURER 8: INSURED INSURERC: Telecom Law Firm INSURER 0: 17252 Hawthorne Blvd. #438 INSURER E Torrance, CA 90504 A AUTOMOBILE LIABILITYaccident) ANY AUTO ALL OWNED SCHEDULED AUTOS AUTOS NON -OWNED HIRED AUTOS AUTOS INSURER F COVERAGES CERTIFICATE NUMBER: REVISION NUMBER: THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY 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 SUER POLICY NUMBER MIWDCY EFF MM/o Y�,Etx1,PY LIMITS COMMERCIAL GENERAL LIABILITY CLAIMS -MADE F-1 OCCUR AUS REPRESENTATIVE EACH OCCURRENCE $ DAMAGE TO RENTED PREMISES Ea occurrence $ MED EXP (Any one person) $ PERSONAL & ADV INJURY $ GEN'L AGGREGATE LIMIT APPLIES PER: POLICY ❑ JECOT PRF-1 LOC OTHER. GENERAL AGGREGATE $ PRODUCTS - COMP/OP AGG $ $ A AUTOMOBILE LIABILITYaccident) ANY AUTO ALL OWNED SCHEDULED AUTOS AUTOS NON -OWNED HIRED AUTOS AUTOS COMBINED SINGLE LIMIT $ Ea accident BODILY INJURY (Per person) $ BODILY INJURY (Per accident) $ PROPERTY DAMAGE $ Per accident $ UMBRELLA UAB EXCESS LIAB OCCUR CLAIMS -MADE EACH OCCURRENCE $ AGGREGATE $ DED I I RETENTION $ $ A WORKERS COMPENSATION AND EMPLOYERS' LIABILITYYI ANY PROPRIET OFFICERIMEMBEREXCLUDED7ECUTIVE ❑N (Mandatory In NH) If Yes, describe under DESCRIPTION OF OPERATIONS below NIA EIG5528867-00 04/13/2024 04/13/2025 STATUTE I I ERH E. L. EACH ACCIDENT $ 1,000,000 E.L. DISEASE - EA EMPLOYE $ 1,000,000 E.L. DISEASE -POLICY LIMIT $ 1,000,000 DESCRIPTION OF OPERATIONS / LOCATIONS / VEHICLES (ACORD 101, Additional Remarks Schedule, may be attached if more space is required) Those usual to the Insured's Operations. IACD !MC A= unl MCD CANCELLATION V Cft 11r IVMIL IIVL✓�I� ------"- - - City of Seal Beach SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. 211 Eighth Street Seal Beach, CA 90740 AUS REPRESENTATIVE U 1985-ZU14 ACURD CORPORATION. Ali rights reserved. ACORD 25 (2014/01) The ACORD name and logo are registered marks of ACORD ,.---`"eaN TELEC-1 OP ID'A ACORO CERTIFICATE OF LIABILITY INSURANCE DATE(MMIDDIYYYY) `..�..� 11/01/2024 THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER, AND THE CERTIFICATE HOLDER. IMPORTANT: If the certificate holder is an ADDITIONAL INSURED, the policy(ies) must have ADDITIONAL INSURED provisions or be endorsed. if SUBROGATION IS WAIVED, subject to the terms and conditions of the policy, certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). PRODUCER 858-571-9030 NDN ACT Michael T. Davidson Ahern Insurance Brokerage PHONE858-571-9030 FAX 858-571-9010 1615 Murray Canyon Rd Ste 1050 (Arc. No, Ext)(A1C. No): San Diego, CA 92108 DIiSS: info@acrisure.com - Michael T. Davidson INSURE RSAFL FORDING COVERAGE -_----- - nee Iwc.— --- e r..— —+i^n 139217 INSURED INSURERS Telecom Law Firm, P.C. 17252 Hawthorne Blvd. #438 INSURER C: Torrance, CA 90504 �_wsuRERo: INSURER E: INSURER F CERTIFICATE HOLDER —1-- 1.— -^1 --1.— THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS _._.__ ____. _T._.. (NSR 1ADDL�SUBR LTR TYPE OF INSURANCE g -__- ._.POLICY EFF POLICY EXP LIMITS POLICY NUMBER I AAAPROOF OF INSURANCE AAA COMMERCIAL GENERAL LIABILITY AAAAAAAAAAAAAAAAAAAAAAAAAAAAAA AUTHORIZED REPRESENTATIVE ! g EACH OCCURRENCE —MATIAAI All . -k*- rncnry nr� -}-_--DAMAGE CLAIMS -MAGE OCCUP' TO RENTED PREMISESI - $-- _-- MED EXF' An one per5cn $ PERSONAL & ADV INJUP 1 GE -'L AIc'REGATE LIMIT APP IES PER GENERAL AGGRE6ATF I Pk0' �U�TS COME ,'OP AGG $ PC'L CY' PELT n LOC ! ETHER - AUTO MOBILE LIABILITY �C)t�ABRJFD S:NGI F LIMIT d 6CL,dtnh $ - BODILY INJJRY (Pe, person] $ AN" AUTO BODILY INJURY (Per acudent) $ OWNED SCHEDULED AJTCS ONL'rAUTOS HI D AUT,51ep PROPERT'r )AMAGF Per accident) $ - Y AUTOS cN-r' S Oiv� r$ UMBRELLA UAB` EACH OCCURRENCE $ — qGl'' REGA'F $ -- EXCESS LIAR 1 LAIM`rM1ADE 'T - RF-FNTG',N T WORKERS COMPENSATION 5T i =F• _,._ ..... _ AND EMPLOYERS' LIABILITY YIN -DENT`_ ANY R9PRIET�r'Ir A 'NER1ExE_UTI'JE j---� - a _ C L CA i A U_ 4FFICERIM Mg�R Ex"LLDECI F-1 N t A (Mandatory In NH) �ttyes E L D,SEAoE - EA EMPLOYEE $ r;t' c gybe undw E - _kl C -V OF GPERATI') S Ge,ulre + E D__:EaSE RC �'� l.iMl? !LAW 11/01)20241111011 CLAIM 2,000,000 A (Lawyers Prof. -11685-03 ,PER ! AGGREGATE 2,000,000 Liability DESCRIPTION OF OPERATIONS 1 LOCATIONS I VEHICLES (ACORD 101, Additional Remarks Schedule. may be attached if more space is required) Deductible: $10,000 Per Claim Prior Acts Date: 1110112006 CERTIFICATE HOLDER —1-- 1.— -^1 --1.— SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE SHOULD THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. AAAAAAAAAAAAAAAAAAAAAAAAAAAAAA AAAPROOF OF INSURANCE AAA AAAAAAAAAAAAAAAAAAAAAAAAAAAAAA AUTHORIZED REPRESENTATIVE g —MATIAAI All . -k*- rncnry nr� ACORD 25 (2016103) The ACORD name and logo are registered marks of ACORD CITY OF SEAL BEACH PO CHANGE ORDER REQUEST FORM Please Send Completed Forms To: purchasing(a)_sealbeachca.gov ORIGINAL PURCHASE ORDER INFORMATION Vendor Name: "-Glaom LSIV 1 IYm PO Number: Z4' 1015 "121 Original PO Amount: 17,401.113 CHANGE ORDER REQUESTED Description 1Y1GicA S e F0 214-10195-121 10 y 00,000 rflY C-6. 17-60 -71011 Change Budget Original Order Revised PO Available Amount Requested Amount Account Number (Y or N) Line 1 Line 2 Line 3 Line 4 Line 5 Line 6 Line 7 Line 8 Line 9 Line 10 SIGNATURE M-2001 Reque r Director Approval M1q0q .q3 I I �n nx o 112.4Gq •°13 1111'300'63'11.512$OI 02] 2ti1 2,0,�G Date Date THE HARTFORD BUSINESS SERVICE CENTER THE 3600 WISEMAN BLVD HARTFORD SAN ANTONIO TX 78251 City of Seal Beach 211 8TH ST SEAL BEACH CA 90740-6305 Account Information: Policy Holder Details : TELECOM LAW FIRM P.C. April 30, 2025 ED Contact Us Need Help? Chat online or call us at (866) 467-8730. We're here Monday - Friday. Enclosed please find a Certificate Of Insurance for the above referenced Policyholder. Please contact us if you have any questions or concerns. Sincerely, Your Hartford Service Team WLTRO05 CERTIFICATE OF LIABILITY INSURANCE DATE (MM/DDIYYYY) 04/10/2025 THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER, AND THE CERTIFICATE HOLDER. IMPORTANT: If the certificate holder is an ADDITIONAL INSURED, the policy(les) must be endorsed. If SUBROGATIONIS WAIVED, subject to the terms and conditions of the policy, certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). PRODUCER CONTACT NAME: IMACO INSURANCE SERVICES 72181437 POLICY EXP MMIDDIY PHONE (714)676-5323 (AIC, No, Ext): FAx (A/C, No): 6131 ORANGETHROPE AVE STE 480 BUENA PARK CA 90620 E-MAIL ADDRESS: INSURERS) AFFORDING COVERAGE NAIC# INSURER A: Hartford Underwriters Insurance Company 30104 INSURED INSURER B: TELECOM LAW FIRM P.C. INSURER C: 17252 HAWTHORNE BLVD # 438 INSURER D: TORRANCE CA 90504 INSURER E: DAMAGE TO RENTED $1,000,000 PREMISES Ea occurrence INSURER F : COVERAGES CERTIFICATE NUMBER: REVISION NUMBER: THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED.NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY 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 INSR SUBR WV POLICY NUMBER Y EFF POLICY EXP MMIDDIY LIMITS COMMERCIAL GENERAL LIABILITY EACH OCCURRENCE $2,000,000 CLAIMS -MADE -OCCUR r05/10/2025 DAMAGE TO RENTED $1,000,000 PREMISES Ea occurrence MED EXP (Any one person) $10,000 X General Liability A X X 72 SBA BL3VW8 05/10/2026 PERSONAL &ADV INJURY $2,000,000 GEN'L AGGREGATE LIMIT APPLIES PER: GENERAL AGGREGATE $4,000,000 PRODUCTS - COMP/OP AGG $4,000,000 X POLICY ❑ PRO ❑ LOC JECT OTHER: AUTOMOBILE LIABILITY COMBINED SINGLE LIMIT $2,000,000 Ea accident BODILY INJURY (Per person) ANY AUTO A ALL OWNED SCHEDULED AUTOS AUTOS X 72 SBA BL3VW8 05/10/2025 05/10/2026 BODILY INJURY (Per accident) PROPERTY DAMAGE (Per accident) HIRED NON -OWNED X AUTOS X AUTOS UMBRELLA LIAB X OCCUR EACH OCCURRENCE $2,000,000 AGGREGATE $2,000,000 A EXCESS LIAB CLAIMS- MADE X 72 SBA BL3VW8 05/10/2025 05/10/2026 DED I RETENTION $ 10,000 WORKERS COMPENSATION PER OTH- I AND EMPLOYERS' LIABILITY STATUTE ER E.L. EACH ACCIDENT ANY YIN PROPRIETOR/PARTNER/EXECUTI V E OFFICER/MEMBER EXCLUDED? N/ A E.L. DISEASE -EA EMPLOYEE (Mandatory In NH) If yes, describe under E.L. DISEASE - POLICY LIMIT DESCRIPTION OF OPERATIONS below DESCRIPTION OF OPERATIONS/LOCATIONS/VEHICLES (ACORD 101, Additional Remarks Schedule, may be attached if more space Is required) Those usual to the Insured's Operations. ncoTrrrrATc Un! noo CANCEL I ATIAN City of Seal Beachv� SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED 211 8TH ST BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED SEAL BEACH CA 90740-6305 IN ACCORDANCE WITH THE POLICY PROVISIONS. AUTHORIZED REPRESENTATIVE ACORD 25 (2016/03) © 1988-2015 ACORD CORPORATION. All rights reserved. The ACORD name and logo are registered marks of ACORD AGENCY CUSTOMER ID: LOC#: .Af=°CJ►�L� ADDITIONAL REMARKS SCHEDULE Page 2 of 2 AGENCY NAMED INSURED IMACO INSURANCE SERVICES TELECOM LAW FIRM P.C. 17252 HAWTHORNE BLVD # 438 POLICY NUMBER SEE ACORD 25 TORRANCE CA 90504 CARRIER NAIC CODE SEE ACORD 25 EFFECTIVE DATE: SEE ACORD 25 ADDITIONAL REMARKS THIS ADDITIONAL REMARKS FORM IS A SCHEDULE TO ACORD FORM FORM NUMBER: ACORD 25 FORM TITLE: CERTIFICATE OF LIABILITY INSURANCE City, its officers, agents, volunteers and employees are additional insured per the Blanket Additional Insured By Contract Endorsement, Form SL 30 32 attached to this policy. Waiver of Subrogation applies in favor of the Certificate Holder per the Business Liability Coverage Form SL 00 00, attached to this policy. Coverage is primary and noncontributory per the Business Liability Coverage Form SL 00 00, attached to this policy. Notice of Cancellation will be provided in accordance with Form SL9013 attached to this policy. ACORD 101 (2014101) © 2014 ACORD CORPORATION. All rights reserved. The ACORD name and logo are registered marks of ACORD THE HARTFORD BUSINESS LIABILITY COVERAGE FORM READ YOUR POLICY CAREFULLY QUICK REFERENCE Beginning On Page A. COVERAGES 1 Business Liability 1 Medical Expenses 2 Coverage Extension - Supplementary Payments 2 B. EXCLUSIONS 3 C. WHO IS AN INSURED 12 D. LIABILITY AND MEDICAL EXPENSES LIMITS OF INSURANCE 14 E. LIABILITY AND MEDICAL EXPENSES GENERAL CONDITIONS 15 1. Bankruptcy 15 2. Duties In The Event Of Occurrence, Offense, Claim Or Suit 15 3. Legal Action Against Us 16 4. Separation Of Insureds 16 5. Representations 16 6. Other Insurance 16 7. Transfer Of Rights Of Recovery Against Others To Us 18 F. LIABILITY AND MEDICAL EXPENSES DEFINITIONS 18 Form SL 00 00 10 18 Ilu THE HARTFORD BUSINESS LIABILITY COVERAGE FORM Various provisions in this Policy restrict coverage. Read the entire Policy carefully to determine rights, duties and what is and is not covered. Throughout this Coverage Part the words "you" and "your" refer to the Named Insured shown in the Declarations. The words "we", "us" and 'bur" refer to the insurance company shown in the Declarations. "Policy period", as used in this Coverage Part, means the period from the effective date of this Coverage Part to the expiration date of the Coverage Part as stated in the Declarations or the date of cancellation, whichever is earlier. The word "insured" means any person or organization qualifying as such under Section C. Who Is An Insured. Other words and phrases that appear in quotation marks have special meaning. Refer to Section F. Liability And Medical Expenses Definitions. A. COVERAGES 1. Business Liability Coverage (Bodily Injury, Property Damage, Personal And Advertising Injury) Insuring Agreement a. We will pay those sums that the insured becomes legally obligated to pay as damages because of "bodily injury", "property damage" or "personal and advertising injury" to which this insurance applies. We will have the right and duty to defend the insured against any "suit" seeking those damages. However, we will have no duty to defend the insured against any "suit" seeking damages for "bodily injury", "property damage" or "personal and advertising injury" to which this insurance does not apply. We may, at our discretion, investigate any 'occurrence" or offense and settle any claim or "suit" that may result. But: (1) The amount we will pay for damages is limited as described in Section D. Liability And Medical Expenses Limits Of Insurance; and (2) Our right and duty to defend ends when we have used up the applicable limit of insurance in the payment of judgments, settlements or medical expenses to which this insurance applies. No other obligation or liability to pay sums or perform acts or services is covered unless explicitly provided for under Coverage Extension - Supplementary Payments. b. This insurance applies: (1) To "bodily injury" and "property damage" only if: (a) The "bodily injury" or "property damage" is caused by an 'occurrence" that takes place in the "coverage territory"; (b) The "bodily injury" or "property damage" occurs during the policy period; and (c) Prior to the policy period, no insured listed under Paragraph 1. of Section C. Who Is An Insured and no "employee" authorized by you to give or receive notice of an 'occurrence" or claim, knew that the "bodily injury" or "property damage" had occurred, in whole or in part. If such a listed insured or authorized "employee" knew, prior to the policy period, that the "bodily injury" or "property damage" occurred, then any continuation, change or resumption of such "bodily injury" or "property damage" during or after the policy period will be deemed to have been known prior to the policy period. (2) To "personal and advertising injury" caused by an offense arising out of your business, but only if the offense was committed in the "coverage territory" during the policy period. c. "Bodily injury" or "property damage" will be deemed to have been known to have occurred at the earliest time when any insured listed under Paragraph 1. of Section C. Who Is An Insured or any "employee" authorized by you to give or receive notice of an 'occurrence" or claim: (1) Reports all, or any part, of the "bodily injury" or "property damage" to us or any other insurer; (2) Receives a written or verbal demand or claim for damages because of the "bodily injury" or "property damage"; or Form SL 00 00 10 18 Page 1 of 22 © 2018, The Hartford (May include copyrighted material of Insurance Services Office, Inc., with its permission) THE"' HARTFORD (3) Becomes aware by any other means that "bodily injury" or "property damage" has occurred or has begun to occur. d. Damages because of "bodily injury" include damages claimed by any person or organization for care, loss of services or death resulting at any time from the "bodily injury". e. Incidental Medical Malpractice (1) "Bodily injury" arising out of the rendering of or failure to render professional health care services as a physician, dentist, nurse, emergency medical technician or paramedic shall be deemed to be caused by an "occurrence", but only if: (a) The physician, dentist, nurse, emergency medical technician or paramedic is employed by you to provide such services; and (b) You are not engaged in the business or occupation of providing such services. (2) For the purpose of determining the limits of insurance for incidental medical malpractice, any act or omission together with all related acts or omissions in the furnishing of these services to any one person will be considered one "occurrence". 2. Medical Expenses Insuring Agreement a. We will pay medical expenses as described below for "bodily injury" caused by an accident: (1) On premises you own or rent; (2) On ways next to premises you own or rent; or (3) Because of your operations; provided that: (1) The accident takes place in the "coverage territory" and during the policy period; (2) The expenses are incurred and reported to us within three years of the date of the accident; and (3) The injured person submits to examination, at our expense, by physicians of our choice as often as we reasonably require. b. We will make these payments regardless of fault. These payments will not exceed the applicable limit of insurance. We will pay reasonable expenses for: (1) First aid administered at the time of an accident; (2) Necessary medical, surgical, x-ray and dental services, including prosthetic devices; and (3) Necessary ambulance, hospital, professional nursing and funeral services. 3. Coverage Extension - Supplementary Payments a. We will pay, with respect to any claim we investigate or settle, or any "suit" against an insured we defend: (1) All expenses we incur. (2) Up to $1,000 for the cost of bail bonds required because of accidents or traffic law violations arising out of the use of any vehicle to which Business Liability Coverage for "bodily injury" applies. We do not have to furnish these bonds. (3) The cost of appeal bonds or bonds to release attachments, but only for bond amounts within the applicable limit of insurance. We do not have to furnish, finance, arrange for, guarantee, or collateralize these bonds, whether the collateralization is characterized as premium or not. (4) All reasonable expenses incurred by the insured at our request to assist us in the investigation or defense of the claim or "suit", including actual loss of earnings up to $500 a day because of time off from work. (5) All court costs taxed against the insured in the "suit". However, such costs do not include attorneys' fees, attorneys' expenses, witness or expert fees, or any other expenses of a party taxed against the insured. (6) Prejudgment interest awarded against the insured on that part of the judgment we pay. If we make an offer to pay the applicable limit of insurance, we will not pay any prejudgment interest based on that period of time after the offer. Form SL 00 00 10 18 Page 2 of 22 © 2018, The Hartford (May include copyrighted material of Insurance Services Office, Inc., with its permission) THE HARTFORD (7) All interest on the full amount of any judgment that accrues after entry of the judgment and before we have paid, offered to pay, or deposited in court the part of the judgment that is within the applicable limit of insurance. Any amounts paid under (1) through (7) above will not reduce the Limits of Insurance. b. If we defend an insured against a "suit" and an indemnitee of the insured is also named as a party to the "suit", we will defend that indemnitee if all of the following conditions are met: (1) The "suit" against the indemnitee seeks damages for which the insured has assumed the liability of the indemnitee in a contract or agreement that is an "insured contract"; (2) This insurance applies to such liability assumed by the insured; (3) The obligation to defend, or the cost of the defense of, that indemnitee, has also been assumed by the insured in the same "insured contract"; (4) The allegations in the "suit" and the information we know about the "occurrence" are such that no conflict appears to exist between the interests of the insured and the interest of the indemnitee; (5) The indemnitee and the insured ask us to conduct and control the defense of that indemnitee against such "suit" and agree that we can assign the same counsel to defend the insured and the indemnitee; and (6) The indemnitee: (a) Agrees in writing to: (i) Cooperate with us in the investigation, settlement or defense of the "suit"; (ii) Immediately send us copies of any demands, notices, summonses or legal papers received in connection with the "suit"; (iii) Notify any other insurer whose coverage is available to the indemnitee; and (iv) Cooperate with us with respect to coordinating other applicable insurance available to the indemnitee; and (b) Provides us with written authorization to: (i) Obtain records and other information related to the "suit"; and (ii) Conduct and control the defense of the indemnitee in such "suit". So long as the above conditions are met, attorneys' fees incurred by us in the defense of that indemnitee, necessary litigation expenses incurred by us and necessary litigation expenses incurred by the indemnitee at our request will be paid as Supplementary Payments. Notwithstanding the provisions of Paragraph 1.b.(b) of Section B. Exclusions, such payments will not be deemed to be damages for "bodily injury" and "property damage" and will not reduce the Limits of Insurance. Our obligation to defend an insured's indemnitee and to pay for attorneys' fees and necessary litigation expenses as Supplementary Payments ends when: (1) We have used up the applicable limit of insurance in the payment of judgments or settlements; or (2) The conditions set forth above, or the terms of the agreement described in Paragraph (6) above, are no longer met. B. EXCLUSIONS 1. Applicable To Business Liability Coverage This insurance does not apply to: a. Expected Or Intended Injury (1) "Bodily injury" or "property damage" expected or intended from the standpoint of the insured. This exclusion does not apply to "bodily injury" or "property damage" resulting from the use of reasonable force to protect persons or property; or (2) "Personal and advertising injury" arising out of an offense committed by, at the direction of or with the consent or acquiescence of the insured with the expectation of inflicting "personal and advertising injury". Form SL 00 00 10 18 Page 3 of 22 © 2018, The Hartford (May include copyrighted material of Insurance Services Office, Inc., with its permission) THE/T HARTFORD b. Contractual Liability (1) "Bodily injury" or "property damage"; or (2) "Personal and advertising injury" for which the insured is obligated to pay damages by reason of the assumption of liability in a contract or agreement. This exclusion does not apply to liability for damages because of: (a) "Bodily injury", "property damage" or "personal and advertising injury" that the insured would have in the absence of the contract or agreement; or (b) "Bodily injury" or "property damage" assumed in a contract or agreement that is an "insured contract", provided the "bodily injury" or "property damage" occurs subsequent to the execution of the contract or agreement. Solely for the purpose of liability assumed in an "insured contract", reasonable attorneys' fees and necessary litigation expenses incurred by or for a party other than an insured are deemed to be damages because of "bodily injury" or "property damage" provided: (i) Liability to such party for, or for the cost of, that party's defense has also been assumed in the same "insured contract"; and (ii) Such attorneys' fees and litigation expenses are for defense of that party against a civil or alternative dispute resolution proceeding in which damages to which this insurance applies are alleged. c. Liquor Liability "Bodily injury" or "property damage" for which any insured may be held liable by reason of: (1) Causing or contributing to the intoxication of any person; (2) The furnishing of alcoholic beverages to a person under the legal drinking age or under the influence of alcohol; (3) Providing or failing to provide transportation with respect to any person that may be under the influence of alcohol; or (4) Any statute, ordinance or regulation relating to the sale, gift, distribution or use of alcoholic beverages. This exclusion applies even if the claims allege negligence or other wrongdoing in the supervision, hiring, employment, training or monitoring of others by an insured, if the "bodily injury" or "property damage" involved that which is described in Paragraph (1), (2), (3) or (4) above. However, this exclusion applies only if you are in the business of manufacturing, distributing, selling, serving or furnishing alcoholic beverages. For the purposes of this exclusion, permitting a person to bring alcoholic beverages on your premises, for consumption on your premises, whether or not a fee is charged or a license is required for such activity, is not by itself considered the business of selling, serving, or furnishing alcoholic beverages. d. Workers' Compensation And Similar Laws Any obligation of the insured under a workers' compensation, disability benefits or unemployment compensation law or any similar law. e. Employer's Liability "Bodily injury" to: (1) An "employee" of the insured arising out of and in the course of: (a) Employment by the insured; or (b) Performing duties related to the conduct of the insured's business; or (2) The spouse, child, parent, brother or sister of that "employee" as a consequence of (1) above. This exclusion applies: (1) Whether the insured may be liable as an employer or in any other capacity; and (2) To any obligation to share damages with or repay someone else who must pay damages because of the injury. Form SL 00 00 10 18 Page 4 of 22 © 2018, The Hartford (May include copyrighted material of Insurance Services Office, Inc., with its permission) THE A HARTFORD This exclusion does not apply to liability assumed by the insured under an "insured contract". f. Pollution (1) "Bodily injury", "property damage" or "personal and advertising injury" arising out of the actual, alleged or threatened discharge, dispersal, seepage, migration, release or escape of "pollutants": (a) At or from any premises, site or location which is or was at any time owned or occupied by, or rented or loaned to any insured. However, this paragraph does not apply to: (i) "Bodily injury" if sustained within a building and caused by smoke, fumes, vapor or soot produced by or originating from equipment that is used to heat, cool or dehumidify the building, or equipment that is used to heat water for personal use, by the building's occupants or their guests; (iii) "Bodily injury" or "property damage" for which you may be held liable, if you are a contractor and the owner or lessee of such premises, site or location has been added to this Coverage Part as an additional insured with respect to your ongoing operations performed for that additional insured at that premises, site or location and such premises, site or location is not and never was owned or occupied by, or rented or loaned to, any insured, other than that additional insured; or (iii) "Bodily injury" or "property damage" arising out of heat, smoke or fumes from a "hostile fire"; (b) At or from any premises, site or location which is or was at any time used by or for any insured or others for the handling, storage, disposal, processing or treatment of waste; (c) Which are or were at any time transported, handled, stored, treated, disposed of, or processed as waste by or for: (i) Any insured; or (ii) Any person or organization for whom you may be legally responsible; (d) At or from any premises, site or location on which any insured or any contractors or subcontractors working directly or indirectly on any insured's behalf are performing operations if the "pollutants" are brought on or to the premises, site or location in connection with such operations by such insured, contractor or subcontractor. However, this paragraph does not apply to: (i) "Bodily injury" or "property damage" arising out of the escape of fuels, lubricants or other operating fluids which are needed to perform the normal electrical, hydraulic or mechanical functions necessary for the operation of "mobile equipment" or its parts, if such fuels, lubricants or other operating fluids escape from a vehicle part designed to hold, store or receive them. This exception does not apply if the "bodily injury" or "property damage" arises out of the intentional discharge, dispersal or release of the fuels, lubricants or other operating fluids, or if such fuels, lubricants or other operating fluids are brought on or to the premises, site or location with the intent that they be discharged, dispersed or released as part of the operations being performed by such insured, contractor or subcontractor; (ii) "Bodily injury" or "property damage" sustained within a building and caused by the release of gases, fumes or vapors from materials brought into that building in connection with operations being performed by you or on your behalf by a contractor or subcontractor; or (iii) "Bodily injury" or "property damage" arising out of heat, smoke or fumes from a "hostile fire"; or (e) At or from any premises, site or location on which any insured or any contractors or subcontractors working directly or indirectly on any insured's behalf are performing operations if the operations are to test for, monitor, clean up, remove, contain, treat, detoxify or neutralize, or in any way respond to, or assess the effects of, "pollutants". (2) Any loss, cost or expense arising out of any: (a) Request, demand, order or statutory or regulatory requirement that any insured or others test for, monitor, clean up, remove, contain, treat, detoxify or neutralize, or in any way respond to, or assess the effects of, "pollutants"; or (b) Claim or "suit" by or on behalf of a governmental authority for damages because of testing for, monitoring, cleaning up, removing, containing, treating, detoxifying or neutralizing, or in any way responding to, or assessing the effects of, "pollutants". Form SL 00 00 10 18 Page 5 of 22 © 2018, The Hartford (May include copyrighted material of Insurance Services Office, Inc., with its permission) THE HARTFORD However, this paragraph does not apply to liability for damages because of "property damage" that the insured would have in the absence of such request, demand, order or statutory or regulatory requirement, or such claim or "suit" by or on behalf of a governmental authority. g. Aircraft, Auto Or Watercraft (1) Unmanned Aircraft "Bodily injury" or "property damage" arising out of the ownership, maintenance, use or entrustment to others of any aircraft that is an "unmanned aircraft". Use includes operation and "loading or unloading". This Exclusion g.(1) applies even if the claims against any insured allege negligence or other wrongdoing in the supervision, hiring, employment, training or monitoring of others by that insured, if the "bodily injury" or "property damage" arises out of the ownership, maintenance, use or entrustment to others of any aircraft that is an "unmanned aircraft". (2) Aircraft (Other Than Unmanned Aircraft), Auto or Watercraft "Bodily injury" or "property damage" arising out of the ownership, maintenance, use or entrustment to others of any aircraft (other than "unmanned aircraft"), "auto" or watercraft owned or operated by or rented or loaned to any insured. Use includes operation and "loading or unloading". This Exclusion g.(2) applies even if the claims against any insured allege negligence or other wrongdoing in the supervision, hiring, employment, training or monitoring of others by that insured, if the "bodily injury" or "property damage" arises out of the ownership, maintenance, use or entrustment to others of any aircraft (other than "unmanned aircraft'), "auto" or watercraft that is owned or operated by or rented or loaned to any insured. This Exclusion g.(2) does not apply to: (a) A watercraft while ashore on premises you own or rent; (b) A watercraft you do not own that is: (i) Less than 51 feet long; and (ii) Not being used to carry persons or property for a charge; (c) Parking an "auto" on, or on the ways next to, premises you own or rent, provided the "auto" is not owned by or rented or loaned to you or the insured; (d) Liability assumed under any "insured contract' for the ownership, maintenance or use of aircraft (other than "unmanned aircraft') or watercraft; (e) "Bodily injury" or "property damage" arising out of: (i) The operation of any of the machinery or equipment listed in Paragraph f.(2) or f.(3) of the definition of "mobile equipment'; or (ii) The operation of machinery or equipment that is attached to, or part of, a land vehicle that would qualify under the definition of "mobile equipment' if it were not subject to a compulsory or financial responsibility law or other motor vehicle insurance or motor vehicle registration law where it is licensed or principally garaged; or (f) An aircraft (other than "unmanned aircraft") that is not owned by any insured and is hired, chartered or loaned with a paid crew. However, this exception does not apply if the insured has any other insurance for such "bodily injury" or "property damage", whether the other insurance is primary, excess, contingent or on any other basis. h. Mobile Equipment "Bodily injury" or "property damage" arising out of: (1) The transportation of "mobile equipment' by an "auto" owned or operated by or rented or loaned to any insured; or (2) The use of "mobile equipment' in, or while in practice or preparation for, a prearranged racing, speed or demolition contest or in any stunting activity. Form SL 00 00 10 18 Page 6 of 22 © 2018, The Hartford (May include copyrighted material of Insurance Services Office, Inc., with its permission) THE A HARTFORD War "Bodily injury", "property damage" or "personal and advertising injury", however caused, arising, directly or indirectly, out of: (1) War, including undeclared or civil war; (2) Warlike action by a military force, including action in hindering or defending against an actual or expected attack, by any government, sovereign or other authority using military personnel or other agents; or (3) Insurrection, rebellion, revolution, usurped power, or action taken by governmental authority in hindering or defending against any of these. j. Professional Services "Bodily injury", "property damage" or "personal and advertising injury" arising out of the rendering of or failure to render any professional service. This includes but is not limited to: (1) Legal, accounting or advertising services; (2) Preparing, approving, or failing to prepare or approve maps, shop drawings, opinions, reports, surveys, field orders, change orders, designs or drawings and specifications; (3) Supervisory, inspection, architectural or engineering activities; (4) Medical, surgical, dental, x-ray or nursing services, treatment, advice or instruction; (5) Any health or therapeutic service treatment, advice or instruction; (6) Any service, treatment, advice or instruction for the purpose of appearance or skin enhancement, hair removal or replacement or personal grooming; (7) Optical or hearing aid services including the prescribing, preparation, fitting, demonstration or distribution of ophthalmic lenses and similar products or hearing aid devices; (8) Optometry or optometric services including but not limited to examination of the eyes and the prescribing, preparation, fitting, demonstration or distribution of ophthalmic lenses and similar products; (9) Any: (a) Body piercing (not including ear piercing); (b) Tattooing, including but not limited to the insertion of pigments into or under the skin; and (c) Similar services; (10)Pharmaceutical services including but not limited to: (a) The administering, prescribing, preparing, distributing or compounding of pharmaceutical drugs, vaccinations, immunizations or any of their component parts; (b) The providing of or failure to provide home health care or home infusion products or services; and (c) Advising and consulting customers; (11)Computer consulting, design or programming services, including web site design. This exclusion applies even if the claims allege negligence or other wrongdoing in the supervision, hiring, employment, training or monitoring of others by an insured, if the "bodily injury", "property damage", or "personal and advertising injury" arises out of the rendering of or the failure to render any professional service. Paragraphs (4) and (5) of this exclusion do not apply to the Incidental Medical Malpractice coverage afforded under Paragraph 1.e. in Section A. Coverages. Ilk. Damage To Property "Property damage" to: (1) Property you own, rent or occupy, including any costs or expenses incurred by you, or any other person, organization or entity, for repair, replacement, enhancement, restoration or maintenance of such property for any reason, including prevention of injury to a person or damage to another's property; (2) Premises you sell, give away or abandon, if the "property damage" arises out of any part of those premises; Form SL 00 00 10 18 Page 7 of 22 © 2018, The Hartford (May include copyrighted material of Insurance Services Office, Inc., with its permission) THE °`*' HARTFORD (3) Property loaned to you; (4) Personal property in the care, custody or control of the insured; (5) That particular part of real property on which you or any contractors or subcontractors working directly or indirectly on your behalf are performing operations, if the "property damage" arises out of those operations; or (6) That particular part of any property that must be restored, repaired or replaced because "your work" was incorrectly performed on it. Paragraphs (1), (3) and (4) of this exclusion do not apply to "property damage" (other than damage by fire) to premises, including the contents of such premises, rented to you for a period of 7 or fewer consecutive days. A separate limit of insurance applies to Damage To Premises Rented To You as described in Section D. Limits Of Insurance. Paragraph (2) of this exclusion does not apply if the premises are "your work" and were never occupied, rented or held for rental by you. Paragraphs (3) and (4) of this exclusion do not apply to the use of elevators. Paragraphs (3), (4), (5) and (6) of this exclusion do not apply to liability assumed under a sidetrack agreement. Paragraphs (3) and (4) of this exclusion do not apply to "property damage" to borrowed equipment while not being used to perform operations at a job site. Paragraph (6) of this exclusion does not apply to "property damage" included in the "products -completed operations hazard". I. Damage To Your Product "Property damage" to "your product' arising out of it or any part of it. m. Damage To Your Work "Property damage" to "your work" arising out of it or any part of it and included in the "products -completed operations hazard". This exclusion does not apply if the damaged work or the work out of which the damage arises was performed on your behalf by a subcontractor. n. Damage To Impaired Property Or Property Not Physically Injured "Property damage" to "impaired property" or property that has not been physically injured, arising out of: (1) A defect, deficiency, inadequacy or dangerous condition in "your product' or "your work"; or (2) A delay or failure by you or anyone acting on your behalf to perform a contract or agreement in accordance with its terms. This exclusion does not apply to the loss of use of other property arising out of sudden and accidental physical injury to "your product' or "your work" after it has been put to its intended use. o. Recall Of Products, Work Or Impaired Property Damages claimed for any loss, cost or expense incurred by you or others for the loss of use, withdrawal, recall, inspection, repair, replacement, adjustment, removal or disposal of: (1) "Your product'; (2) "Your work"; or (3) "Impaired property"; if such product, work or property is withdrawn or recalled from the market or from use by any person or organization because of a known or suspected defect, deficiency, inadequacy or dangerous condition in it. p. Personal And Advertising Injury "Personal and advertising injury": (1) Arising out of oral, written, electronic, or any other manner of publication of material, if done by or at the direction of the insured with knowledge of its falsity; Form SL 00 00 10 18 Page 8 of 22 © 2018, The Hartford (May include copyrighted material of Insurance Services Office, Inc., with its permission) THE " HARTFORD (2) Arising out of oral, written, electronic, or any other manner of publication of material whose first publication took place before the beginning of the policy period; (3) Arising out of a criminal act committed by or at the direction of the insured; (4) Arising out of any breach of contract, except an implied contract to use another's "advertising idea" in your "advertisement"; (5) Arising out of the failure of goods, products or services to conform with any statement of quality or performance made in your "advertisement"; (6) Arising out of the wrong description of the price of goods, products or services; (7) Arising out of: (a) Any actual or alleged infringement or violation of any intellectual property rights, such as copyright, patent, right of publicity, trademark, trade dress, trade name, trade secret, service mark or other designation of origin or authenticity; or (b) Any injury or damage alleged in any claim or "suit" that also alleges an infringement or violation of any intellectual property right, whether such allegation of infringement or violation is made against you, or by you or by any other party involved in the claim or "suit", regardless of whether this insurance would otherwise apply. However, this exclusion does not apply if the only allegation in the claim or "suit" involving any intellectual property right is limited to: (i) Infringement, in your "advertisement", of: a. Copyright; b. Slogan; unless the slogan is also a trademark, trade dress, trade name, service mark or other designation of origin or authenticity; or c. Title of any literary or artistic work; or (ii) Copying, in your "advertisement", a person's or organization's "advertising idea" or style of "advertisement". Paragraph (7)(b)ii above shall not apply to claims or "suits" alleging infringement or violation of trademark, trade dress, trade name, service mark or other designation of origin or authenticity. (8) Arising out of an offense committed by an insured whose business is: (a) Advertising, broadcasting, publishing or telecasting; (b) Designing or determining content of web sites for others; or (c) An Internet search, access, content or service provider. However, this exclusion does not apply to Paragraphs a., b. and c. under the definition of "personal and advertising injury" in Section F. Liability And Medical Expenses Definitions. For the purposes of this exclusion, the placing of frames, borders, or links, or advertising, for you or others anywhere on the Internet, is not by itself, considered the business of advertising, broadcasting, publishing or telecasting; (9) Arising out of an electronic chat room or bulletin board the insured hosts, owns, or over which the insured exercises control; (10)Arising out of the unauthorized use of another's name or product in your e-mail address, domain name or metatags, or any other similar tactics to mislead another's potential customers; (11)Arising out of the violation of a person's right of privacy created by any state or federal act. However, this exclusion does not apply to liability for damages that the insured would have in the absence of such state or federal act; (12)Arising out of: (a) Advertising content for others on your web site; (b) Placing a link to a web site of others on your web site; Form SL 00 00 10 18 Page 9 of 22 © 2018, The Hartford (May include copyrighted material of Insurance Services Office, Inc., with its permission) THE HARTFORD (c) Content from a web site of others displayed within a frame or border on your web site. Content includes information, code, sounds, text, graphics or images; or (d) Computer code, software or programming used to enable: (i) Your web site; or (ii) The presentation or functionality of an "advertisement" or other content on your web site; (13)Arising out of a violation of any anti-trust law; (14)Arising out of the fluctuation in price or value of any stocks, bonds or other securities; (15)Arising out of any access to or disclosure of any person's or organization's confidential or personal information, including patents, trade secrets, processing methods, customer lists, financial information, credit card information, health information or any other type of nonpublic information. This exclusion applies even if damages are claimed for notification costs, credit monitoring expenses, forensic expenses, public relations expenses or any other loss, cost or expense incurred by you or others arising out of any access to or disclosure of any person's or organization's confidential or personal information; or (16)Arising out of the ownership, maintenance, use or entrustment to others of any aircraft that is an "unmanned aircraft". Use includes operation and "loading or unloading". This exclusion applies even if the claims against any insured allege negligence or other wrongdoing in the supervision, hiring, employment, training or monitoring of others by that insured, if the "personal and advertising injury" arises out of the ownership, maintenance, use or entrustment to others of any aircraft that is an "unmanned aircraft". However, this exclusion does not apply if the only allegation in the claim or "suit" involves an intellectual property right which is limited to: (a) Infringement, in your "advertisement", of: (i) Copyright; (ii) Slogan; or (iii) Title of any literary or artistic work; or (b) Copying, in your "advertisement", a person's or organization's "advertising idea" or style of "advertisement". q. Access Or Disclosure Of Confidential Or Personal Information And Data -Related Liability (1) Damages because of "bodily injury" or "property damage" arising out of any access to or disclosure of any person's or organization's confidential or personal information, including patents, trade secrets, processing methods, customer lists, financial information, credit card information, health information or any other type of nonpublic information; or (2) Damages arising out of the loss of, loss of use of, damage to, corruption of, inability to access, or inability to manipulate "electronic data". This exclusion applies even if such damages are claimed for notification costs, credit monitoring expenses, forensic expenses, public relations expenses or any other loss, cost or expense incurred by you or others arising out of that which is described in Paragraphs (1) or (2) above. However, unless Paragraph (1) above applies, this exclusion does not apply to damages because of "bodily injury". r. Employment -Related Practices "Bodily injury" or "personal and advertising injury" to: (1) A person arising out of any: (a) Refusal to employ that person; (b) Termination of that person's employment; or Form SL 00 00 10 18 Page 10 of 22 © 2018, The Hartford (May include copyrighted material of Insurance Services Office, Inc., with its permission) THE A HARTFORD (c) Employment-related practices, policies, acts or omissions, such as coercion, demotion, evaluation, reassignment, discipline, defamation, harassment, humiliation, discrimination, malicious prosecution or false arrest directed at that person; or (2) The spouse, child, parent, brother or sister of that person as a consequence of "bodily injury" or "personal and advertising injury" to that person at whom any of the employment-related practices described in Paragraphs (a), (b), or (c) above is directed. This exclusion applies: (1) Whether the injury -causing event described in Paragraphs (a), (b), or (c) above occurs before employment, during employment or after employment of that person; (2) Whether the insured may be liable as an employer or in any other capacity; and (3) To any obligation to share damages with or repay someone else who must pay damages because of the injury. s. Asbestos (1) "Bodily injury", "property damage" or "personal and advertising injury" arising out of the "asbestos hazard". (2) Any damages, judgments, settlements, loss, costs or expenses that: (a) May be awarded or incurred by reason of any claim or "suit' alleging actual or threatened injury or damage of any nature or kind to persons or property which would not have occurred in whole or in part but for the "asbestos hazard"; (b) Arise out of any request, demand, order or statutory or regulatory requirement that any insured or others test for, monitor, clean up, remove, encapsulate, contain, treat, detoxify or neutralize or in any way respond to or assess the effects of an "asbestos hazard"; or (c) Arise out of any claim or "suit' for damages because of testing for, monitoring, cleaning up, removing, encapsulating, containing, treating, detoxifying or neutralizing or in any way responding to or assessing the effects of an "asbestos hazard". t. Recording And Distribution Of Material Or Information In Violation Of Law "Bodily injury", "property damage", or "personal and advertising injury" arising directly or indirectly out of any action or omission that violates or is alleged to violate: (1) The Telephone Consumer Protection Act (TCPA), including any amendment of or addition to such law; (2) The CAN -SPAM Act of 2003, including any amendment of or addition to such law; (3) The Fair Credit Reporting Act (FCRA), and any amendment of or addition to such law, including the Fair and Accurate Credit Transaction Act (FACTA); or (4) Any federal, state or local statute, ordinance or regulation, other than the TCPA, CAN -SPAM Act of 2003 or FCRA and their amendments and additions, that addresses, prohibits or limits the printing, dissemination, disposal, collecting, recording, sending, transmitting, communicating or distribution of material or information. Damage To Premises Rented To You — Exception For Damage By Fire, Lightning Or Explosion Exclusions c. through h. and k. through o. do not apply to damage by fire, lightning or explosion to premises rented to you or temporarily occupied by you with permission of the owner. A separate limit of insurance applies to this coverage as described in Section D. Liability And Medical Expenses Limits Of Insurance. 2. Applicable To Medical Expenses Coverage We will not pay expenses for "bodily injury": a. Any Insured To any insured, except "volunteer workers". b. Hired Person To a person hired to do work for or on behalf of any insured or a tenant of any insured. Form SL 00 00 10 18 Page 11 of 22 © 2018, The Hartford (May include copyrighted material of Insurance Services Office, Inc., with its permission) THE A HARTFORD c. Injury On Normally Occupied Premises To a person injured on that part of premises you own or rent that the person normally occupies. d. Workers' Compensation And Similar Laws To a person, whether or not an "employee" of any insured, if benefits for the "bodily injury" are payable or must be provided under a workers' compensation or disability benefits law or a similar law. e. Athletics Activities To a person injured while practicing, instructing or participating in any physical exercises or games, sports or athletic contests. f. Products -Completed Operations Hazard Included with the "products -completed operations hazard". g. Business Liability Exclusions Excluded under Business Liability Coverage. C. WHO IS AN INSURED 1. If you are designated in the Declarations as: a. An individual, you and your spouse are insureds, but only with respect to the conduct of a business, other than that described in b. through e. below, of which you are the sole owner. b. A partnership or joint venture, you are an insured. Your members, your partners, and their spouses are also insureds, but only with respect to the conduct of your business. c. A limited liability company, you are an insured. Your members are also insureds, but only with respect to the conduct of your business. Your managers are insureds, but only with respect to their duties as your managers. d. An organization other than a partnership, joint venture or limited liability company, you are an insured. Your "executive officers" and directors are insureds, but only with respect to their duties as your officers or directors. Your stockholders are also insureds, but only with respect to their liability as stockholders. e. A trust, you are an insured. Your trustees are also insureds, but only with respect to their duties as trustees. Each of the following is also an insured: a. Employees And Volunteer Workers Your "volunteer workers" only while performing duties related to the conduct of your business, or your "employees", other than either your "executive officers" (if you are an organization other than a partnership, joint venture or limited liability company) or your managers (if you are a limited liability company), but only for acts within the scope of their employment by you or while performing duties related to the conduct of your business. However, none of these "employees" or "volunteer workers" are insureds for: (1) "Bodily injury" or "personal and advertising injury": (a) To you, to your partners or members (if you are a partnership or joint venture), to your members (if you are a limited liability company), or to a co -"employee" while in the course of his or her employment or performing duties related to the conduct of your business, or to your other "volunteer workers" while performing duties related to the conduct of your business; (b) To the spouse, child, parent, brother or sister of that co -"employee" or that "volunteer worker" as a consequence of Paragraph (1)(a) above; (c) For which there is any obligation to share damages with or repay someone else who must pay damages because of the injury described in Paragraphs (1)(a) or (b) above; or (d) Arising out of his or her providing or failing to provide professional health care services. If you are not in the business of providing professional health care services, Paragraph (d) does not apply to any nurse, emergency medical technician or paramedic employed by you to provide such services. (2) "Property damage" to property: Form SL 00 00 10 18 Page 12 of 22 © 2018, The Hartford (May include copyrighted material of Insurance Services Office, Inc., with its permission) THE `` HARTFORD (a) Owned, occupied or used by: (b) Rented to, in the care, custody or control of, or over which physical control is being exercised for any purpose by you, any of your "employees", "volunteer workers", any partner or member (if you are a partnership or joint venture), or any member (if you are a limited liability company). b. Real Estate Manager Any person (other than your "employee" or "volunteer worker"), or any organization while acting as your real estate manager. c. Temporary Custodians Of Your Property Any person or organization having proper temporary custody of your property if you die, but only: (1) With respect to liability arising out of the maintenance or use of that property; and (2) Until your legal representative has been appointed. d. Legal Representative If You Die Your legal representative if you die, but only with respect to duties as such. That representative will have all your rights and duties under this insurance. e. Unnamed Subsidiary Any subsidiary and subsidiary thereof, of yours which is a legally incorporated entity of which you own a financial interest of more than 50% of the voting stock on the effective date of this Coverage Part. The insurance afforded herein for any subsidiary not shown in the Declarations as a named insured does not apply to injury or damage with respect to which an insured under this insurance is also an insured under another policy or would be an insured under such policy but for its termination or upon the exhaustion of its limits of insurance. 3. Newly Acquired Or Formed Organization Any organization you newly acquire or form, other than a partnership, joint venture or limited liability company, and over which you maintain financial interest of more than 50% of the voting stock, will qualify as a Named Insured if there is no other similar insurance available to that organization. However: a. Coverage under this provision is afforded only until the 180th day after you acquire or form the organization or the end of the policy period, whichever is earlier; and b. Coverage under this provision does not apply to: (1) "Bodily injury" or "property damage" that occurred; or (2) "Personal and advertising injury" arising out of an offense committed before you acquired or formed the organization. 4. Operator Of Mobile Equipment With respect to "mobile equipment' any person is an insured while driving such equipment along a public highway with your permission. Any other person or organization responsible for the conduct of such person is also an insured, but only with respect to liability arising out of the operation of the equipment, and only if no other insurance of any kind is available to that person or organization for this liability. However, no person or organization is an insured with respect to: a. "Bodily injury" to a co -"employee" of the person driving the equipment; or b. "Property damage" to property owned by, rented to, in the charge of or occupied by you or the employer of any person who is an insured under this provision. 5. Operator Of Nonowned Watercraft With respect to watercraft you do not own that is less than 51 feet long and is not being used to carry persons or property for a charge, any person is an insured while operating such watercraft with your permission. Any other person or organization responsible for the conduct of such person is also an insured, but only with respect to liability arising out of the operation of the watercraft, and only if no other insurance of any kind is available to that person or organization for this liability. However, no person or organization is an insured with respect to: Form SL 00 00 10 18 Page 13 of 22 © 2018, The Hartford (May include copyrighted material of Insurance Services Office, Inc., with its permission) THE''' HARTFORD a. "Bodily injury" to a co -"employee" of the person operating the watercraft; or b. "Property damage" to property owned by, rented to, in the charge of or occupied by you or the employer of any person who is an insured under this provision. No person or organization is an insured with respect to the conduct of any current or past partnership, joint venture or limited liability company that is not shown as a Named Insured in the Declarations. D. LIABILITY AND MEDICAL EXPENSES LIMITS OF INSURANCE 1. The Most We Will Pay The Limits of Insurance shown in the Declarations and the rules below fix the most we will pay regardless of the number of: a. Insureds; b. Claims made or "suits" brought; or c. Persons or organizations making claims or bringing "suits". 2. Aggregate Limits The most we will pay for: a. Damages because of "bodily injury" and "property damage" included in the "products -completed operations hazard" is the Products -Completed Operations Aggregate Limit shown in the Declarations. b. Damages because of all other "bodily injury", "property damage" or "personal and advertising injury", including medical expenses, is the General Aggregate Limit shown in the Declarations. This General Aggregate limit does not apply to "property damage" to premises while rented to you or temporarily occupied by you with permission of the owner, arising out of fire, lightning or explosion. 3. Each Occurrence Limit Subject to 2.a. or 2.116 above, whichever applies, the most we will pay for the sum of all damages because of all "bodily injury", "property damage" and medical expenses arising out of any one 'occurrence" is the Liability and Medical Expenses Limit shown in the Declarations. The most we will pay for all medical expenses because of "bodily injury" sustained by any one person is the Medical Expenses Limit shown in the Declarations. 4. Personal And Advertising Injury Limit Subject to 2.b. above, the most we will pay for the sum of all damages because of all "personal and advertising injury" sustained by any one person or organization is the Personal and Advertising Injury Limit shown in the Declarations. 5. Damage To Premises Rented To You Limit The Damage To Premises Rented To You Limit is the most we will pay under Business Liability Coverage for damages because of "property damage" to any one premises, while rented to you, or in the case of damage by fire, lightning or explosion, while rented to you or temporarily occupied by you with permission of the owner. In the case of damage by fire, lightning or explosion, the Damage to Premises Rented To You Limit applies to all damage proximately caused by the same event, whether such damage results from fire, lightning or explosion or any combination of these. 6. How Limits Apply To Additional Insureds The most we will pay on behalf of a person or organization who is an additional insured under this Coverage Part is the lesser of: a. The limits of insurance required in a written contract, written agreement or permit; or b. The Limits of Insurance shown in the Declarations. Such amount shall be a part of and not in addition to the Limits of Insurance shown in the Declarations and described in this Section. If more than one limit of insurance under this Policy and any endorsements attached thereto applies to any claim or "suit", the most we will pay under this Policy and the endorsements is the single highest limit of liability of all Form SL 00 00 10 18 Page 14 of 22 © 2018, The Hartford (May include copyrighted material of Insurance Services Office, Inc., with its permission) THE HARTFORD coverages applicable to such claim or "suit". However, this paragraph does not apply to the Medical Expenses limit set forth in Paragraph 3. above. The Limits of Insurance of this Coverage Part apply separately to each consecutive annual period and to any remaining period of less than 12 months, starting with the beginning of the policy period shown in the Declarations, unless the policy period is extended after issuance for an additional period of less than 12 months. In that case, the additional period will be deemed part of the last preceding period for purposes of determining the Limits of Insurance. E. LIABILITY AND MEDICAL EXPENSES GENERAL CONDITIONS 1. Bankruptcy Bankruptcy or insolvency of the insured or of the insured's estate will not relieve us of our obligations under this Coverage Part. 2. Duties In The Event Of Occurrence, Offense, Claim Or Suit a. Notice Of Occurrence Or Offense You or any additional insured under this Coverage Part must see to it that we are notified as soon as practicable of an "occurrence" or an offense which may result in a claim. To the extent possible, notice should include: (1) How, when and where the "occurrence" or offense took place; (2) The names and addresses of any injured persons and witnesses; and (3) The nature and location of any injury or damage arising out of the "occurrence" or offense. b. Notice Of Claim If a claim is made or "suit" is brought against any insured, you or any additional insured under this Coverage Part must: (1) Immediately record the specifics of the claim or "suit" and the date received; and (2) Notify us as soon as practicable. You or any additional insured under this Coverage Part must see to it that we receive a written notice of the claim or "suit" as soon as practicable. c. Assistance And Cooperation Of The Insured You and any other involved insured must: (1) Immediately send us copies of any demands, notices, summonses or legal papers received in connection with the claim or "suit"; (2) Authorize us to obtain records and other information; (3) Cooperate with us in the investigation, settlement of the claim or defense against the "suit"; and (4) Assist us, upon our request, in the enforcement of any right against any person or organization that may be liable to the insured because of injury or damage to which this insurance may also apply. d. Obligations At The Insured's Own Cost No insured will, except at that insured's own cost, voluntarily make a payment, assume any obligation, or incur any expense, other than for first aid, without our consent. e. Additional Insured's Other Insurance If we cover a claim or "suit" under this Coverage Part that may also be covered by other insurance available to an additional insured under this Coverage Part, such additional insured must submit such claim or "suit" to the other insurer for defense and indemnity. However, this provision does not apply to the extent that you have agreed in a written contract, written agreement or permit that this insurance is primary and non-contributory with such additional insured's own insurance. f. Knowledge Of An Occurrence, Offense, Claim Or Suit Paragraphs a. and b. apply to you or to any additional insured under this Coverage Part only when such "occurrence", offense, claim or "suit" is known to: Form SL 00 00 10 18 Page 15 of 22 © 2018, The Hartford (May include copyrighted material of Insurance Services Office, Inc., with its permission) THE `' HARTFORD (1) You or any additional insured under this Coverage Part that is an individual; (2) Any partner, if you or an additional insured under this Coverage Part is a partnership; (3) Any manager, if you or an additional insured under this Coverage Part is a limited liability company; (4) Any "executive officer" or insurance manager, if you or an additional insured under this Coverage Part is a corporation; (5) Any trustee, if you or an additional insured under this Coverage Part is a trust; or (6) Any elected or appointed official, if you or an additional insured under this Coverage Part is a political subdivision or public entity. This Paragraph f. applies separately to you and any additional insured under this Coverage Part. 3. Legal action Against Us No person or organization has a right under this Coverage Part: a. To join us as a party or otherwise bring us into a "suit" asking for damages from an insured; or b. To sue us on this Coverage Part unless all of its terms have been fully complied with. A person or organization may sue us to recover on an agreed settlement or on a final judgment against an insured; but we will not be liable for damages that are not payable under the terms of this insurance or that are in excess of the applicable limit of insurance. An agreed settlement means a settlement and release of liability signed by us, the insured and the claimant or the claimant's legal representative. 4. Separation Of Insureds Except with respect to the Limits of Insurance, and any rights or duties specifically assigned in this Policy to the first Named Insured, this insurance applies: a. As if each Named Insured were the only Named Insured; and b. Separately to each insured against whom a claim is made or "suit" is brought. 5. Representations a. When You Accept This Policy By accepting this Policy, you agree: (1) The statements in the Declarations are accurate and complete; (2) Those statements are based upon representations you made to us; and (3) We have issued this Policy in reliance upon your representations. b. Unintentional Failure To Disclose Hazards If unintentionally you should fail to disclose all hazards relating to the conduct of your business at the inception date of this Coverage Part, we shall not deny any coverage under this Coverage Part because of such failure. 6. Other Insurance If other valid and collectible insurance is available for a loss we cover under this Coverage Part, our obligations are limited as follows: a. Primary Insurance This insurance is primary except when b. below applies. If other insurance is also primary, we will share with all that other insurance by the method described in c. below. b. Excess Insurance This insurance is excess over any of the other insurance, whether primary, excess, contingent or on any other basis: (1) Your Work That is Fire, Extended Coverage, Builder's Risk, Installation Risk, Owner Controlled Insurance Program or OCIP, Contractor Controlled Insurance Program or CCIP, Wrap Up Insurance or similar coverage for "your work"; Form SL 00 00 10 18 Page 16 of 22 © 2018, The Hartford (May include copyrighted material of Insurance Services Office, Inc., with its permission) THE A HARTFORD (2) Premises Rented To You That is fire, lightning or explosion insurance for premises rented to you or temporarily occupied by you with permission of the owner; (3) Tenant Liability That is insurance purchased by you to cover your liability as a tenant for "property damage" to premises rented to you or temporarily occupied by you with permission of the owner; (4) Aircraft, Auto Or Watercraft If the loss arises out of the maintenance or use of aircraft, "autos" or watercraft to the extent not subject to Exclusion g. of Section B. Exclusions. (5) Property Damage To Borrowed Equipment Or Use Of Elevators If the loss arises out of "property damage" to borrowed equipment or the use of elevators to the extent not subject to Exclusion k. of Section B. Exclusions. (6) When You Are Added As An Additional Insured To Other Insurance That is other insurance available to you covering liability for damages arising out of the premises or operations, or products and completed operations, for which you have been added as an additional insured by that insurance; or (7) When You Add Others As An Additional Insured To This Insurance That is other insurance available to an additional insured. However, the following provisions apply to other insurance available to any person or organization who is an additional insured under this Coverage Part: (a) Primary Insurance When Required By Contract This insurance is primary if you have agreed in a written contract, written agreement or permit that this insurance be primary. If other insurance is also primary, we will share with all that other insurance by the method described in c. below. (b) Primary And Non -Contributory To Other Insurance When Required By Contract If you have agreed in a written contract, written agreement or permit that this insurance is primary and non-contributory with the additional insured's own insurance, this insurance is primary and we will not seek contribution from that other insurance. Paragraphs (a) and (b) do not apply to other insurance to which the additional insured has been added as an additional insured. When this insurance is excess, we will have no duty under this Coverage Part to defend the insured against any "suit" if any other insurer has a duty to defend the insured against that "suit". If no other insurer defends, we will undertake to do so, but we will be entitled to the insured's rights against all those other insurers. When this insurance is excess over other insurance, we will pay only our share of the amount of the loss, if any, that exceeds the sum of: (1) The total amount that all such other insurance would pay for the loss in the absence of this insurance; and (2) The total of all deductible and self-insured amounts under all that other insurance. We will share the remaining loss, if any, with any other insurance that is not described in this Excess Insurance provision and was not bought specifically to apply in excess of the Limits of Insurance shown in the Declarations of this Coverage Part. c. Method Of Sharing If all the other insurance permits contribution by equal shares, we will follow this method also. Under this approach, each insurer contributes equal amounts until it has paid its applicable limit of insurance or none of the loss remains, whichever comes first. Form SL 00 00 10 18 Page 17 of 22 © 2018, The Hartford (May include copyrighted material of Insurance Services Office, Inc., with its permission) THE A HARTFORD If any of the other insurance does not permit contribution by equal shares, we will contribute by limits. Under this method, each insurer's share is based on the ratio of its applicable limit of insurance to the total applicable limits of insurance of all insurers. 7. Transfer Of Rights Of Recovery Against Others To Us a. Transfer Of Rights Of Recovery If the insured has rights to recover all or part of any payment, including Supplementary Payments, we have made under this Coverage Part, those rights are transferred to us. The insured must do nothing after loss to impair them. At our request, the insured will bring "suit" or transfer those rights to us and help us enforce them. This condition does not apply to Medical Expenses Coverage. b. Waiver Of Rights Of Recovery (Waiver Of Subrogation) If the insured has waived any rights of recovery against any person or organization for all or part of any payment, including Supplementary Payments, we have made under this Coverage Part, we also waive that right, provided the insured waived their rights of recovery against such person or organization in a contract, agreement or permit that was executed prior to the injury or damage. F. LIABILITY AND MEDICAL EXPENSES DEFINITIONS 1. "Advertisement" means a notice that is broadcast or published to the general public or specific market segments about your goods, products or services for the purpose of attracting customers or supporters. For the purpose of this definition: a. Notices that are published include material placed on the Internet or on similar electronic means of communication; and b. Regarding web sites, only that part of a web site that is about your goods, products or services for the purpose of attracting customers or supporters is considered an advertisement. 2. "Advertising idea" means any idea for an "advertisement". 3. "Asbestos hazard" means an exposure or threat of exposure to the actual or alleged properties of asbestos and includes the mere presence of asbestos in any form. 4. "Auto" means: a. A land motor vehicle, trailer or semi -trailer designed for travel on public roads, including any attached machinery or equipment; or b. Any other land vehicle that is subject to a compulsory or financial responsibility law or other motor vehicle insurance or motor vehicle registration law where it is licensed or principally garaged. However, "auto" does not include "mobile equipment". 5. "Bodily injury" means physical: a. Injury; b. Sickness; or c. Disease sustained by a person and, if arising out of the above, mental anguish or death at any time. 6. "Coverage territory" means: a. The United States of America (including its territories and possessions), Puerto Rico and Canada; b. International waters or airspace, but only if the injury or damage occurs in the course of travel or transportation between any places included in a. above; c. All other parts of the world if the injury or damage arises out of: (1) Goods or products made or sold by you in the territory described in a. above; (2) The activities of a person whose home is in the territory described in a. above, but is away for a short time on your business; or Form SL 00 00 10 18 Page 18 of 22 © 2018, The Hartford (May include copyrighted material of Insurance Services Office, Inc., with its permission) THE 'd HARTFORD (3) "Personal and advertising injury" offenses that take place through the Internet or similar electronic means of communication. provided the insured's responsibility to pay damages is determined in the United States of America (including its territories and possessions), Puerto Rico or Canada, in a "suit" on the merits according to the substantive law in such territory, or in a settlement we agree to. 7. "Electronic data" means information, facts or computer programs stored as or on, created or used on, or transmitted to or from computer software (including systems and applications software), on hard or floppy disks, CD-ROMs, tapes, drives, cells, data processing devices or any other repositories of computer software which are used with electronically controlled equipment. The term computer programs, referred to in the foregoing description of "electronic data", means a set of related electronic instructions which direct the operations and functions of a computer or device connected to it, which enable the computer or device to receive, process, store, retrieve or send data. 8. "Employee" includes a "leased worker". "Employee" does not include a "temporary worker". 9. "Executive officer" means a person holding any of the officer positions created by your charter, constitution, by- laws or any other similar governing document. 10. "Hostile fire" means one which becomes uncontrollable or breaks out from where it was intended to be. 11. "Impaired property" means tangible property, other than "your product" or "your work", that cannot be used or is less useful because: a. It incorporates "your product" or "your work" that is known or thought to be defective, deficient, inadequate or dangerous; or b. You have failed to fulfill the terms of a contract or agreement; if such property can be restored to use by: a. The repair, replacement, adjustment or removal of "your product" or "your work"; or b. Your fulfilling the terms of the contractor agreement. 12. "Insured contract" means: a. A contract for a lease of premises. However, that portion of the contract for a lease of premises that indemnifies any person or organization for damage by fire, lightning or explosion to premises while rented to you or temporarily occupied by you with permission of the owner is subject to the Damage To Premises Rented To You limit described in Section D. Liability And Medical Expenses Limits Of Insurance. b. A sidetrack agreement; c. Any easement or license agreement, including an easement or license agreement in connection with construction or demolition operations on or within 50 feet of a railroad; d. Any obligation, as required by ordinance, to indemnify a municipality, except in connection with work for a municipality; e. An elevator maintenance agreement; or f. That part of any other contract or agreement pertaining to your business (including an indemnification of a municipality in connection with work performed for a municipality) under which you assume the tort liability of another party to pay for "bodily injury" or "property damage" to a third person or organization. Tort liability means a liability that would be imposed by law in the absence of any contract or agreement. Paragraph f. includes that part of any contract or agreement that indemnifies a railroad for "bodily injury" or "property damage" arising out of construction or demolition operations within 50 feet of any railroad property and affecting any railroad bridge or trestle, tracks, road -beds, tunnel, underpass or crossing. However, Paragraph f. does not include that part of any contract or agreement: (1) That indemnifies an architect, engineer or surveyor for injury or damage arising out of: (a) Preparing, approving or failing to prepare or approve maps, shop drawings, opinions, reports, surveys, field orders, change orders, designs or drawings and specifications; or (b) Giving directions or instructions, or failing to give them, if that is the primary cause of the injury or damage; or Form SL 00 00 10 18 Page 19 of 22 © 2018, The Hartford (May include copyrighted material of Insurance Services Office, Inc., with its permission) THE A HARTFORD (2) Under which the insured, if an architect, engineer or surveyor, assumes liability for an injury or damage arising out of the insured's rendering or failure to render professional services, including those listed in (1) above and supervisory, inspection, architectural or engineering activities. 13. "Leased worker" means a person leased to you by a labor leasing firm under an agreement between you and the labor leasing firm, to perform duties related to the conduct of your business. "Leased worker" does not include a "temporary worker". 14. "Loading or unloading" means the handling of property: a. After it is moved from the place where it is accepted for movement into or onto an aircraft, watercraft or "auto"; b. While it is in or on an aircraft, watercraft or "auto"; or c. While it is being moved from an aircraft, watercraft or "auto" to the place where it is finally delivered; but "loading or unloading" does not include the movement of property by means of a mechanical device, other than a hand truck, that is not attached to the aircraft, watercraft or "auto". 15. "Mobile equipment" means any of the following types of land vehicles, including any attached machinery or equipment: a. Bulldozers, farm machinery, forklifts and other vehicles designed for use principally off public roads; b. Vehicles maintained for use solely on or next to premises you own or rent; c. Vehicles that travel on crawler treads; d. Vehicles, whether self-propelled or not, on which are permanently mounted: (1) Power cranes, shovels, loaders, diggers or drills; or (2) Road construction or resurfacing equipment such as graders, scrapers or rollers; e. Vehicles not described in a., b., c., or d. above that are not self-propelled and are maintained primarily to provide mobility to permanently attached equipment of the following types: (1) Air compressors, pumps and generators, including spraying, welding, building cleaning, geophysical exploration, lighting and well servicing equipment; or (2) Cherry pickers and similar devices used to raise or lower workers; f. Vehicles not described in a., b., c., or d. above maintained primarily for purposes other than the transportation of persons or cargo. However, self-propelled vehicles with the following types of permanently attached equipment are not "mobile equipment" but will be considered "autos": (1) Equipment, of at least 1,000 pounds gross vehicle weight, designed primarily for: (a) Snow removal; (b) Road maintenance, but not construction or resurfacing; or (c) Street cleaning; (2) Cherry pickers and similar devices mounted on automobile or truck chassis and used to raise or lower workers; and (3) Air compressors, pumps and generators, including spraying, welding, building cleaning, geophysical exploration, lighting and well servicing equipment. However, "mobile equipment" does not include any land vehicle that is subject to a compulsory or financial responsibility law or other motor vehicle insurance or motor vehicle registration law where they are licensed or principally garaged. Land vehicles subject to a compulsory or financial responsibility law or other motor vehicle insurance law or motor vehicle registration law are considered "autos". 16. "Occurrence" means an accident, including continuous or repeated exposure to substantially the same general harmful conditions. 17. "Personal and advertising injury" means injury, including consequential "bodily injury", arising out of one or more of the following offenses: Form SL 00 00 10 18 Page 20 of 22 © 2018, The Hartford (May include copyrighted material of Insurance Services Office, Inc., with its permission) THE A HARTFORD a. False arrest, detention or imprisonment; b. Malicious prosecution; c. The wrongful eviction from, wrongful entry into, or invasion of the right of private occupancy of a room, dwelling or premises that a person or organization occupies, committed by or on behalf of its owner, landlord or lessor; d. Oral, written, electronic, or any other manner of publication of material that slanders or libels a person or organization or disparages a person's or organization's goods, products or services; e. Oral, written, electronic, or any other manner of publication of material that violates a person's right of privacy; f. Copying, in your "advertisement", a person's or organization's "advertising idea" or style of "advertisement"; or g. Infringement of copyright, slogan, or title of any literary or artistic work, in your "advertisement". 18. "Pollutants" means any solid, liquid, gaseous or thermal irritant or contaminant, including smoke, vapor, soot, fumes, acids, alkalis, chemicals and waste. Waste includes materials to be recycled, reconditioned or reclaimed. 19. "Products -completed operations hazard"; a. Includes all "bodily injury" and "property damage" occurring away from premises you own or rent and arising out of "your product" or "your work" except: (1) Products that are still in your physical possession; or (2) Work that has not yet been completed or abandoned. However, "your work" will be deemed to be completed at the earliest of the following times: (a) When all of the work called for in your contract has been completed. (b) When all of the work to be done at the job site has been completed if your contract calls for work at more than one job site. (c) When that part of the work done at a job site has been put to its intended use by any person or organization other than another contractor or subcontractor working on the same project. Work that may need service, maintenance, correction, repair or replacement, but which is otherwise complete, will be treated as completed. The "bodily injury" or "property damage" must occur away from premises you own or rent, unless your business includes the selling, handling or distribution of "your product" for consumption on premises you own or rent. b. Does not include "bodily injury" or "property damage" arising out of: (1) The transportation of property, unless the injury or damage arises out of a condition in or on a vehicle not owned or operated by you, and that condition was created by the "loading or unloading" of that vehicle by any insured; or (2) The existence of tools, uninstalled equipment or abandoned or unused materials. 20. "Property damage" means: a. Physical injury to tangible property, including all resulting loss of use of that property. All such loss of use shall be deemed to occur at the time of the physical injury that caused it; or b. Loss of use of tangible property that is not physically injured. All such loss of use shall be deemed to occur at the time of "occurrence" that caused it. As used in this definition, "electronic data" is not tangible property. 21. "Suit" means a civil proceeding in which damages because of "bodily injury", "property damage" or "personal and advertising injury" to which this insurance applies are alleged. "Suit" includes: a. An arbitration proceeding in which such damages are claimed and to which the insured must submit or does submit with our consent; or b. Any other alternative dispute resolution proceeding in which such damages are claimed and to which the insured submits with our consent. Form SL 00 00 10 18 Page 21 of 22 © 2018, The Hartford (May include copyrighted material of Insurance Services Office, Inc., with its permission) THE HARTFORD 22. "Temporary worker" means a person who is furnished to you to substitute for a permanent "employee" on leave or to meet seasonal or short-term workload conditions. 23. "Unmanned aircraft' means an aircraft that is not: a. Designed; b. Manufactured; or c. Modified after manufacture; to be controlled directly by a person from within or on the aircraft. 24. "Volunteer worker" means a person who: a. Is not your "employee"; b. Donates his or her work; c. Acts at the direction of and within the scope of duties determined by you; and d. Is not paid a fee, salary or other compensation by you or anyone else for their work performed for you. 25. "Your product': a. Means: (1) Any goods or products, other than real property, manufactured, sold, handled, distributed or disposed of by: (a) You; (b) Others trading under your name; or (c) A person or organization whose business or assets you have acquired; and (2) Containers (other than vehicles), materials, parts or equipment furnished in connection with such goods or products. b. Includes: (1) Warranties or representations made at any time with respect to the fitness, quality, durability, performance or use of "your product'; and (2) The providing of or failure to provide warnings or instructions. c. Does not include vending machines or other property rented to or located for the use of others but not sold. 26. "Your work": a. Means: (1) Work or operations performed by you or on your behalf; and (2) Materials, parts or equipment furnished in connection with such work or operations. b. Includes: (1) Warranties or representations made at any time with respect to the fitness, quality, durability, performance or use of "your work"; and (2) The providing of or failure to provide warnings or instructions. Form SL 00 00 10 18 Page 22 of 22 © 2018, The Hartford (May include copyrighted material of Insurance Services Office, Inc., with its permission) THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. THE HARTFORD BLANKET ADDITIONAL INSURED BY CONTRACT This endorsement modifies insurance provided under the following: BUSINESS LIABILITY COVERAGE FORM Except as otherwise stated in this endorsement, the terms and conditions of the Policy apply A. The following is added to Section C. WHO IS AN INSURED: Additional Insureds When Required By Written Contract, Written Agreement Or Permit The person(s) or organization(s) identified in Paragraphs a. through f. below are additional insureds when you have agreed, in a written contract or written agreement, or when required by a written permit issued by a state or governmental agency or subdivision or political subdivision that such person or organization be added as an additional insured on your Coverage Part, provided the injury or damage occurs subsequent to the execution of the contract or agreement, or the issuance of the permit. A person or organization is an additional insured under this provision only for that period of time required by the contract, agreement or permit. However, no such person or organization is an additional insured under this provision if such person or organization is included as an additional insured by any other endorsement issued by us and made a part of this Coverage Part. The insurance afforded to such additional insured will not be broader than that which you are required by the contract, agreement, or permit to provide for such additional insured. The insurance afforded to such additional insured only applies to the extent permitted by law. The limits of insurance that apply to additional insureds are described in Section D. LIABILITY AND MEDICAL EXPENSES LIMITS OF INSURANCE. How this insurance applies when other insurance is available to an additional insured is described in the Other Insurance Condition in Section E. LIABILITY AND MEDICAL EXPENSES GENERAL CONDITIONS. a. Vendors Any person(s) or organization(s) (referred to below as vendor), but only with respect to "bodily injury" or "property damage" arising out of "your products" which are distributed or sold in the regular course of the vendor's business and only if this Coverage Part provides coverage for "bodily injury" or "property damage" included within the "products -completed operations hazard". (1) The insurance afforded to the vendor is subject to the following additional exclusions: This insurance does not apply to: (a) "Bodily injury" or "property damage" for which the vendor is obligated to pay damages by reason of the assumption of liability in a contract or agreement. This exclusion does not apply to liability for damages that the vendor would have in the absence of the contract or agreement; (b) Any express warranty unauthorized by you; (c) Any physical or chemical change in the product made intentionally by the vendor; (d) Repackaging, except when unpacked solely for the purpose of inspection, demonstration, testing, or the substitution of parts under instructions from the manufacturer, and then repackaged in the original container; (e) Any failure to make such inspections, adjustments, tests or servicing as the vendor has agreed to make or normally undertakes to make in the usual course of business, in connection with the distribution or sale of the products; (f) Demonstration, installation, servicing or repair operations, except such operations performed at the vendor's premises in connection with the sale of the product; Form SL 30 32 06 21 Page 1 of 3 ©2021, The Hartford (May include copyrighted material of Insurance Services Office, Inc., with its permission) THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. THE HARTFORD (g) Products which, after distribution or sale by you, have been labeled or relabeled or used as a container, part or ingredient of any other thing or substance by or for the vendor; or (h) "Bodily injury' or "property damage" arising out of the sole negligence of the vendor for its own acts or omissions or those of its employees or anyone else acting on its behalf. However, this exclusion does not apply to: (i) The exceptions contained in Paragraphs (d) or (f); or (ii) Such inspections, adjustments, tests or servicing as the vendor has agreed to make or normally undertakes to make in the usual course of business, in connection with the distribution or sale of the products. (2) This insurance does not apply to any insured person or organization from whom you have acquired such products, or any ingredient, part or container, entering into, accompanying or containing such products. b. Lessors Of Equipment (1) Any person or organization from whom you lease equipment; but only with respect to their liability for "bodily injury", "property damage" or "personal and advertising injury" caused, in whole or in part, by your maintenance, operation or use of equipment leased to you by such person or organization. (2) With respect to the insurance afforded to these additional insureds, this insurance does not apply to any "occurrence" which takes place after you cease to lease that equipment. c. Lessors Of Land Or Premises (1) Any person or organization from whom you lease land or premises, but only with respect to liability arising out of the ownership, maintenance or use of that part of the land or premises leased to you. (2) With respect to the insurance afforded to these additional insureds, this insurance does not apply to: (a) Any 'occurrence" which takes place after you cease to lease that land or be a tenant in that premises; or (b) Structural alterations, new construction or demolition operations performed by or on behalf of such person or organization. Architects, Engineers Or Surveyors (1) Any architect, engineer, or surveyor, but only with respect to liability for "bodily injury', "property damage" or "personal and advertising injury' caused, in whole or in part, by your acts or omissions or the acts or omissions of those acting on your behalf: (a) In connection with your premises; (b) In the performance of your ongoing operations performed by you or on your behalf; or (c) In connection with "your work" and included within the "products -completed operations hazard", but only if: (i) The written contract, written agreement or permit requires you to provide such coverage to such additional insured; and (ii) This Coverage Part provides coverage for "bodily injury' or "property damage" included within the "products -completed operations hazard". (2) With respect to the insurance afforded to these additional insureds, the following additional exclusion applies: This insurance does not apply to "bodily injury', "property damage" or "personal and advertising injury' arising out of the rendering of or the failure to render any professional services, including: (i) The preparing, approving, or failure to prepare or approve, maps, shop drawings, opinions, reports, surveys, field orders, change orders, designs or drawings and specifications; or (ii) Supervisory, surveying, inspection, architectural or engineering activities. This exclusion applies even if the claims allege negligence or other wrongdoing in the supervision, hiring, employment, training or monitoring of others by an insured, if the "bodily injury', "property Form SL 30 32 06 21 Page 2 of 3 © 2021, The Hartford (May include copyrighted material of Insurance Services Office, Inc., with its permission) THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. THE HARTFORD damage", or "personal and advertising injury" arises out of the rendering of or the failure to render any professional service. e. State Or Governmental Agency Or Subdivision Or Political Subdivision Issuing Permit (1) Any state or governmental agency or subdivision or political subdivision, but only with respect to operations performed by you or on your behalf for which the state or governmental agency or subdivision or political subdivision has issued a permit. (2) With respect to the insurance afforded to these additional insureds, this insurance does not apply to: (a) "Bodily injury", "property damage" or "personal and advertising injury" arising out of operations performed for the federal government, state or municipality; or (b) "Bodily injury" or "property damage" included within the "products -completed operations hazard". f. Any Other Party (1) Any other person or organization who is not in one of the categories or classes listed above in Paragraphs a. through e. above, but only with respect to liability for "bodily injury", "property damage" or "personal and advertising injury" caused, in whole or in part, by your acts or omissions or the acts or omissions of those acting on your behalf: (a) In the performance of your ongoing operations performed by you or on your behalf; (b) In connection with your premises owned by or rented to you; or (c) In connection with "your work" and included within the "products -completed operations hazard", but only if: (i) The written contract, written agreement or permit requires you to provide such coverage to such additional insured; and (ii) This Coverage Part provides coverage for "bodily injury" or "property damage" included within the "products -completed operations hazard". (2) With respect to the insurance afforded to these additional insureds, the following additional exclusion applies: This insurance does not apply to "bodily injury", "property damage" or "personal and advertising injury" arising out of the rendering of, or the failure to render, any professional architectural, engineering or surveying services, including: (a) The preparing, approving, or failure to prepare or approve, maps, shop drawings, opinions, reports, surveys, field orders, change orders, designs or drawings and specifications; or (b) Supervisory, surveying, inspection, architectural or engineering activities. This exclusion applies even if the claims allege negligence or other wrongdoing in the supervision, hiring, employment, training or monitoring of others by an insured, if the "bodily injury", "property damage", or "personal and advertising injury" arises out of the rendering of or the failure to render any professional service described in Paragraphs f.(2)(a) or f.(2)(b) above. Form SL 30 32 06 21 © 2021, The Hartford (May include copyrighted material of Insurance Services Office, Inc., with its permission) Page 3 of 3 Policy Change: THE HARTFORD Business Owner's Policy Policy Number: 72 SBA BL3VW8 Insurer: Hartford Underwriters Insurance Company, a Policy Period: 05/10/2025 to 05/10/2026 property and casualty company of The Hartford Named Insured and Mailing Address: TELECOM LAW FIRM, P.C., One Hartford Plaza, Hartford, CT 06155 17252 HAWTHORNE BLVD #438, TORRANCE, CA 90504 Name of Agent/Broker: IMACO INSURANCE SERVICES 6131 ORANGETHROPE AVE STE 480 BUENA PARK, CA 90620 Policy Change Number: 001 Policy Change Effective Date: 05/10/2025, Effective hour is the same as stated in the Code: 72181437 Declarations Page of the Policy. Coverage Parts Affected: Common Liability This is NOT a bill. However, any changes in your premium will be reflected in your next billing statement. You will receive a separate bill from The Hartford. If you are enrolled in repetitive EFT draws from your bank account, changes in premium will change future draw amounts. *Price is subject to fees and surcharges Countersigned by: 15e Caa 04/28/2025 Authorized Representative Date Form SC 00 06 10 18 Page 1 of 2 Process Date: 04/28/2025 © 2018, The Hartford Policy Expiration Date: 05/10/2026 (May include copyrighted material of Insurance Services Office, Inc., with its permission) Policy Change: THE HARTFORD Business Owner's Policy The following has been added. Notice of Cancellation to Certificate Holder(s) - Blanket with Disclaimer Policy is amended to add the following Endorsement Forms reflecting the changes made to your policy. FORM NUMBER FORM NAME COVERAGE PART 00 06 10 18 POLICY CHANGE Common SL 90 13 10 18 NOTICE OF CANCELLATION TO Liability CERTIFICATE HOLDER(S) Form SC 00 06 10 18 Page 2 of 2 Process Date: 04/28/2025 © 2018, The Hartford Policy Expiration Date: 05/10/2026 (May include copyrighted material of Insurance Services Office, Inc., with its permission) THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. THE A HARTFORD NOTICE OF CANCELLATION TO CERTIFICATE HOLDER(S) This policy is subject to the following additional Conditions: A. If this policy is cancelled by the Company, other than for non-payment of premium, notice of such cancellation will be provided at least thirty (30) days in advance of the cancellation effective date to the certificate holder(s) with mailing addresses on file with the agent of record or the Company. B. If this policy is cancelled by the company for non-payment of premium, or by the insured, notice of such cancellation will be provided within ten (10) days of the cancellation effective date to the certificate holder(s) with mailing addresses on file with the agent of record or the Company. If notice is mailed, proof of mailing to the last known mailing address of the certificate holder(s) on file with the agent of record or the Company will be sufficient proof of notice. Any notification rights provided by this endorsement apply only to active certificate holder(s) who were issued a certificate of insurance applicable to this policy's term. Failure to provide such notice to the certificate holder(s) will not amend or extend the date the cancellation becomes effective, nor will it negate cancellation of the policy. Failure to send notice shall impose no liability of any kind upon the Company or its agents or representatives. Form SL 90 13 10 18 © 2018, The Hartford (May include copyrighted material of Insurance Services Office, Inc., with its permission) Page 1 of 1