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HomeMy WebLinkAboutHdl Companies - 2021-05-07 PROFESSIONAL SERVICES CONTRACT BETWEEN THE CITY OF HUNfINGTON BEACH AND HdL COMPANIES FOR Cannabis Consulting Services THIS AGREEMENT("Agreenent") is made and entered into by and between the City of Huntington Beach, a municipal corporation of the State of California, hereinafter referred to as "CITY,"and Hdl. COMPANIES, hereinafter referred to as "CONSULTANT." WHEREAS, CITY desires to engage the services of a consultant to assist with a possible program to permit and regulate commercial cannabis businesses; and Pursuant to documentation on file in the office of the City Clerk, the provisions of the Huntington Beach Municipal Code, Chapter 3.03, relating to procurement of professional service contracts have been complied with; and CONSULTANT has been selected to perform these services, NOW,THEREFORE, it is agreed by CITY and CONSULTANT as follows: 1. SCOPE OF SERVICES CONSULTANT shall provide all services as described in Exhibit "A," which is attached hereto and incorporated into this Agreement by this reference. These services shall sometimes hereinafter be referred to as the "PROJECT'." CONSULTANT hereby designates Andy Nickerson who shall represent it and be its sole contact and agent in all consultations with CITY during the performance of this Agreement. 2. CITY STAFF ASSISTANCE CITY shall assign a staff coordinator to work directly with CONSULTANT in the performance of this Agreement. 1 21-9680/254197 3. "PERM: TIME OF PERFORMANCE Time is of the essence of this Agreement. The services of CONSULTANT are to commence on May 7 , 20 21 (the "Commencement Date"). This Agreement shall automatically terminate three (3) years from the Commencement Date, unless extended or sooner terminated as provided herein. All tasks specified in Exhibit "A" shall be completed no later than one year from the Commencement Date. The time for performance of the tasks identified in Exhibit "A" are generally to be shown in Exhibit "A." This schedule may be amended to benefit the PROJECT if mutually agreed to in writing by CITY and CONSULTANT. In the event the Commencement Date precedes the Effective Date,CONSULTANT shall be bound by all terms and conditions as provided herein. 4. COMPENSATION In consideration of the performance of the services described herein, CITY agrees to pay CONSULTANT on a time and materials basis at the rates specified in Exhibit "B," which is attached hereto and incorporated by reference into this Agreement, a fee, including all costs and expenses, not to exceed Nineteen Thousand Five Hundred Dollars ($19,500). 5. EXTRA WORK In the event CITY requires additional services not included in Exhibit "A" or changes in the scope of services described in Exhibit "A," CONSUL'I'ANI' will undertake such work only after receiving written authorization from CITY. Additional compensation for such extra work shall be allowed only if the prior written approval of CITY is obtained. 6. METHOD OF PAYMENT CONSULTANT shall be paid pursuant to the terms of Exhibit "R." 2 21-9680t254197 7. DISPOSITION OP PLANS. ESTIMATES AND OTHER DOCUMENTS CONSULTANT agrees that title to all materials prepared hereunder, including, i without limitation, all original drawings, designs, reports, both field and office notices, calculations, computer code, language, data or programs, maps, memoranda, letters and other documents, shall belong to CITY, and CONSULTANT shall turn these materials over to CITY upon expiration or termination of this Agreement or upon PROJECT completion, whichever shall occur first. These materials may be used by CITY as it sees fit. 8. I TOLD HARMLESS A. CONSULTANT hereby agrees to protect, defend, indemnify and hold harmless CITY, its officers, elected or appointed officials,employees, agents and volunteers from and against any and all claims, damages, losses, expenses,judgments, demands and defense costs (including, without limitation, costs and fees of litigation of every nature or liability of any kind or nature) arising out of or in connection with CONSULTANT's (or CONSULTANT's subcontractors,if any)negligent(or alleged negligent) performance of this Agreement or its failure to comply with any of its obligations contained in this Agreement by CONSULTANT, its officers, agents or employees except such loss or damage which was caused by the sole negligence or willful misconduct of CITY. CONSULTANT will conduct all defense at its sole cost and expense and CITY shall approve selection of CONSULTAN'T's counsel. "This indemnity shall apply to all claims and liability regardless of whether any insurance policies are applicable. The policy limits do not act as limitation upon the amount of indemnification to be provided by CONSULTANT. E. To the extent that CONSULTANT performs"Design Professional Services"within I the meaning of Civil Code Section 2782.8, then the following Hold Flarmless provision applies in place of subsection A above: 3 21-9680254197 "CONSULTANT hereby agrees to protect, defend, indemnify and hold harmless CITY and its officers, elected or appointed officials, employees, agents and volunteers, from and against any and all claims, damages, losses, expenses, demands and defense costs (including, without limitation, costs and fees of litigation of every nature or liability of any kind or nature) to the extent that the claims against CONSULTANT arise out of, pertain to, or relate to the negligence, recklessness, or willful misconduct of CONSULTANT. In no event shall the cost to defend charged to CONSULTANT exceed CONSULTANT's proportionate percentage of fault. However, notwithstanding the previous sentence, in the event one or more other defendants to the claims and/or litigation is unable to pay its share of defense costs due to bankruptcy or dissolution of the business, CONSULTANT shall meet and confer with CITY and other defendants regarding unpaid defense costs. The duty to indemnify, including the duty and the cost to defend, is limited as provided in California Civil Code Section 2782.8. C. Regardless of whether subparagraph A or B applies, CITY shall be reimbursed by CONSULTANT for all costs and attorney's fees incurred by CITY in enforcing this obligation. This indemnity shall apply to all claims and liability regardless of whether any insurance policies are applicable. The policy limits do not act as a limitation upon the amount of indemnification to be provided by CONSULTANT. 9. PROFESSIONAL LIABILITY INSURANCE CONSULTANT shall obtain and furnish to CITY a professional liability insurance policy covering the work performed by it hereunder. This policy shall provide coverage for CONSULTANT's professional liability in an amount not less than One Million Dollars ($1,000,000.00) per occurrence and in the aggregate. The above-mentioned insurance shall not contain a self-insured retention without the express written consent of CITY; however an insurance 4 21-9680/254197 policy "deductible" of Ten Thousand Dollars ($10,000.00) or less is permitted. A claims-made policy shall be acceptable if the policy further provides that: A. The policy retroactive date coincides with or precedes the initiation of the scope of work (including subsequent policies purchased as renewals or replacements). B. CONSULTANT shall notify CITY of circumstances or incidents that might give rise to future claims. CONSULTANT will make every effort to maintain similar insurance during the required extended period of coverage following PROJECT completion. If insurance is terminated for any reason,CONSULTANT agrees to purchase an extended reporting provision of at least two (2) years to report claims arising from work performed in connection with this Agreement. If CONSULTANT fails or refuses to produce or maintain the insurance required by this section or fails or refuses to furnish the CITY with required proof that insurance has been procured and is in force and paid for, the CITY shall have the right, at the CITY's election, to forthwith terminate this Agreement. Such termination shall not affect Consultant's right to be paid for its time and materials expended prior to notification of termination. CONSULTANT waives the right to receive compensation and agrees to indemnify the CITY for any work performed prior to approval of insurance by the CITY. 10. CERTIFICATE OF INSURANCE Prior to commencing performance of the work hereunder, CONSULTANT shall furnish to CITY a certificate of insurance subject to approval of the City Attorney evidencing the foregoing insurance coverage as required by this Agreement; the certificate shall: A. provide the name and policy number of each carrier and policy; 5 21-9680/254197 B. state that the policy is currently in force; and C. shall promise that such policy shall not be suspended, voided or canceled t by either party,reduced in coverage or in limits except after thirty(30)days' prior written notice; however,ten(10)days' prior written notice in the event I of cancellation for nonpayment of premium. CONSULTANT shall maintain the foregoing insurance coverage in force until the i work under this Agreement is fully completed and accepted by CITY. The requirement for carrying the foregoing insurance coverage shall not derogate from CONSULTANT's defense, hold harmless and indemnification obligations as set forth in this Agreement. CITY or its representative shall at all times have the right to demand the original or a copy of the policy of insurance. CONSULTANT shall pay, in a prompt and timely manner, the premiums on the insurance hereinabove required. 11. INDEPENDENT CONTRACTOR CONSULTANT is, and shall be, acting at all times in the performance of this Agreement as an independent contractor herein and not as an employee of CITY. CONSULTANT shall secure at its own cost and expense, and be responsible for any and all payment of all taxes, social security, state disability insurance compensation, unemployment compensation and other payroll deductions for CONSULTANT and its officers, agents and employees and all business licenses, if any, in connection with the PROJECT and/or the services to be performed hereunder. 12. TERMINATION OF AGREEMENT All work required hereunder shall be performed in a good and workmanlike manner. CITY may terminate CONSULTANT's services hereunder at any time with or without cause, and whether or not the PROJECT is fully complete. Any termination of this Agreement by 6 21-9680/254197 CITY shall be made in writing, notice of which shall be delivered to CONSULTANT as provided herein. In the event of termination, all finished and unfinished documents, exhibits, report, and evidence shall, at the option of CITY, become its property and shall be promptly delivered to it by CONSULTANT. 13. ASSIGNMENT AND DELEGATION This Agreement is a personal service contract and the work hereunder shall not be assigned, delegated or subcontracted by CONSULTANT to any other person or entity without the prior express written consent of CITY. If an assignment, delegation or subcontract is approved, all approved assignees, delegates and subconsultants must satisfy the insurance requirements as set forth in Sections 9 and 10 hereinabove. 14. COPYRIGHTS/PATENTS CITY shall own all rights to any patent or copyright on any work, item or material produced as a result of this Agreement. 15. CITY EMPLOYEES AND OFFICIALS CONSULTANT shall employ no CITY official nor any regular CITY employee in the work performed pursuant to this Agreement. No officer or employee of CITY shall have any financial interest in this Agreement in violation of the applicable provisions of the California Government Code. 16. NOTICES Any notices, certificates, or other communications hereunder shall be given either by personal delivery to CONSULTANT's agent (as designated in Section I hereinabove) or to CITY as the situation shall warrant,or by enclosing the same in a sealed envelope,postage prepaid, and depositing the same in the United States Postal Service, to the addresses specified below. 7 21-9680/254197 CITY and CONSULTANT may designate different addresses to which subsequent notices, certificates or other communications will be sent by notifying the other party via personal delivery, a reputable overnight carrier or U. S. certified mail-return receipt requested: TO CITY: TO CONSULTANT: City of Huntington Beach HdL Companies ATTN: Oliver Chi ATTN: Andy Nickerson 2000 Main Street 120 S. State College Blvd„ Ste 200 Huntington Beach, CA 92648 Brea, CA 92821 17. CONSENT When CITY's consent/approval is required under this Agreement, its consent/approval for one transaction or event shall not be deemed to be a consent/approval to any subsequent occurrence of the same or any other transaction or event. 18. MODIFICATION No waiver or modification of any language in this Agreement shall be valid unless in writing and duly executed by both parties. 19. SECTION HEADINGS The titles, captions, section, paragraph and subject headings, and descriptive phrases at the beginning of the various sections in this Agreement are merely descriptive and are included solely for convenience of reference only and are not representative of matters included or excluded from such provisions, and do not interpret, define, limit or describe, or construe the intent of the parties or affect the construction or interpretation of any provision of this Agreement. 20, INTERPRETATION OF THIS AGREEMENT The language of all parts of this Agreement shall in all cases be construed as a whole, according to its fair meaning, and not strictly for or against any of the parties. If any 8 2 t-968ons4 197 provision of this Agreement is held by an arbitrator or court of competent jurisdiction to be unenforceable, void, illegal or invalid, such holding shall not invalidate or affect the remaining covenants and provisions of this Agreement. No covenant or provision shall be deemed dependent I i upon any other unless so expressly provided here. As used in this Agreement, the masculine or neuter gender and singular or plural number shall be deemed to include the other whenever the context so indicates or requires. Nothing contained herein shall be construed so as to require the commission of any act contrary to law, and wherever there is any conflict between any provision contained herein and any present or future statute, law, ordinance or regulation contrary to which the parties have no right to contract, then the latter shall prevail, and the provision of this Agreement which is hereby affected shall be curtailed and limited only to the extent necessary to bring it within the requirements of the law. 21. DUPLICATE ORIGINAL The original of this Agreement and one or more copies hereto have been prepared and signed in counterparts as duplicate originals, each of which so executed shall, irrespective of the date of its execution and delivery, be deemed an original. Each duplicate original shall be deemed an original instrument as against any party who has signed it. 22. IMMIGRATION CONSULTANT shall be responsible for full compliance with the immigration and naturalization laws of the United States and shall, in particular, comply with the provisions of the United Stales Code regarding employment verification. 23. LEGAL SERVICES SUBCONTRACTING PROHIBITED CONSULTANT and CITY agree that CITY is not liable for payment of any subcontractor work involving legal services, and that such legal services are expressly outside the 9 21-9680/254197 scope of services contemplated hereunder. CONSULTANT understands that pursuant to Huntington Beach City Charter Section 309, the City Attorney is the exclusive legal counsel for CITY; and CITY shall not be liable for payment of any legal services expenses incurred by CONSULTANT. 24. ATTORNEY'S FEES In the event suit is brought by either party to construe, interpret and/or enforce the terms and/or provisions of this Agreement or to secure the performance hereof, each party shall bear its own attorney's fees, such that the prevailing party shall not be entitled to recover its attorney's fees from the nonprevailing party. 25. SURVIVAL Terms and conditions of this Agreement, which by their sense and context survive the expiration or tennination of this Agreement, shall so survive. 26. GOVERNING LAW This Agreement shall be governed and construed in accordance with the laws of the State of California. 27. SIGNATORIES Each undersigned represents and warrants that its signature hereinbelow has the power, authority and right to bind their respective parties to each of the terms of this Agreement, and shall indemnify CITY fully for any injuries or damages to CITY in the event that such authority or power is not, in fact, held by the signatory or is withdrawn. 28. ENTIRETY 'rhe parties acknowledge and agree that they are entering into this Agreement freely and voluntarily following extensive arm's length negotiation,and that each has had the opportunity 10 21.9680/254197 to consult with legal counsel prior to executing this Agreement. The parties also acknowledge and agree that no representations, inducements,promises, agreements or warranties, oral or otherwise, have been made by that party or anyone acting on that party's behalf, which are not embodied in this Agreement, and that that party has not executed this Agreement in reliance on any representation, inducement, promise, agreement, warranty, fact or circumstance not expressly set forth in this Agreement. This Agreement, and the attached exhibits, contain the entire agreement between the parties respecting the subject matter of this Agreement, and supersede all prior understandings and agreements whether oral or in writing between the parties respecting the subject matter hereof. 29. EFFECTIVE DATE This Agreement shall be effective on the date of its approval by the City Attorney. This Agreement shall expire when terminated as provided herein. IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed by and through their authorized officers. II 21-9680/254197 CONSULTANT, CITY OF HUNTINGTON BEACH, a municipal corporation of the State of HdL COMPANIES California By: �jl- Director/Chief (Pursuant To HBMC§3.03.100) print name ITS: (circle one)Chairman/President/Vice President APPROVED AS TO FORM: AND By: City Attorney 41/ print name Date ITS: (circle one)Secretary/Chief Financial Officer/Asst. Secretary-Treasurer RECEIVE AND FILE: City Clerk Date COUNTERPART 1� 21-9680/254197 CONSULTANT, CITY OF HUNTINGTON BEACH, a municipal corporation of the State of HdL COMPANIES California By: L Director/Chief Q- r nGlt-6G.So�► (Pwsmaw To Hmc p.R I oo) print none ITS: (cbvk ao)Clwirm ra vice President APPROVED AS TO FORM: A By: W- City Attorne � print now Date ITS: (cbrk am)Scaelsry/Chief Financial Offkw/Asu. SC0ebr1'-TMMr0r MtaF OP60#*%in1%- OfAe60._ RECEIVE AND FILE: "'" ltl'�2LrllQ�l! City Clerk Date COUNTERPART 12 2 1-9680254 1 97 EXHIBIT A Proposal for Cannabis Consulting Services for the City of Huntington Beach April 16,2021 II. PROPOSED SCOPE OF SERVICES The City of Huntington Beach engaged the services of HdL Companies in June of 2019 to assist with the exploration of a possible program to permit and regulate commercial cannabis businesses. The City did not take any action to move forward with such a program at the time. Following recent changes to the City Council, the City wishes to further explore these issues and is once again requesting assistance from HdL. The City is now requesting that HdL provide general consultation and subject matter expertise for Council Members and City staff as needed to develop a common baseline understanding of the legal cannabis industry in California to Inform continued discussion and possible policy direction. In addition, this scope of services offers for HdL to attend or provide presentations at community meetings or workshops and to develop a draft cannabis regulatory ordinance, should the City choose to move forward with one. Oblective 1: Technical Assistance and Sublect Matter Expertise HdL shall provide up to 40 hours of general consulting and subject matter expertise as needed or requested by the City to help inform discussion and development of a potential cannabis ordinance and associated regulatory program. It is anticipated that these hours may be used to provide a series of meetings with City Council Members(individually or in pairs), a community workshop to explore issues and gather public input, a public meeting of the City Council to provide policy direction, or other meetings as requested by the City. It is anticipated that these hours may be utilized to assist the City with the following services: • A series of meetings with City Council members individually or in pairs to provide a baseline understanding of the cannabis industry in California and to discuss potential issues or concerns that may be addressed in the development of a regulatory program. • Attendance, support and presentations at up to 3 community meetings as needed to help inform and guide the development of a cannabis ordinance and associated regulatory program, including an overview of the cannabis industry, license types, ordinance development, zoning considerations, licensing and regulatory oversight, and cannabis taxes and fees. • Additional hours of general consulting as needed or requested by the City,which may be used for monitoring changes to State laws and regulations, participation in conference calls, responding to staff inquires via phone and email, reviewing stall reports to the City Council, assisting with responses to inquiries from the public, or other issues as may be requested by the City. The use of these general consulting hours and any meetings would ultimately be determined in consultation with City staff. This objective assumes that meeting attendance would be virtual. In-person meeting attendance may incur an additional travel charge. HdL© Companies 3 Proposal for Cannabis Consulting Services for the City of Huntington aeoch April 16,2021 Oblective 2: Develop Draft Cannabis Regulatory Ordinance HdL shall develop a draft commercial cannabis regulatory ordinance that is consistent with State laws and reflects industry best practices. HdL will work with City staff pursuant to Council direction to identify local concems and priorities, including land use issues and sensitive uses, and to design appropriate regulatory processes and mitigations as necessary to protect the health, safety and welfare of the community. The ordinance will allow the City to specify the number and types of businesses to be permitted, if so desired, and shall include application and renewal procedures, location requirements, site security measures, inspections and enforcement protocols, operational procedures, and other requirements specific to each allowable type of cannabis business. This objective assumes HdL will provide one initial draft of the ordinance for review and comment, one iterative draft to incorporate any desired changes, and one final draft for presentation or publication. Additional drafts requested by the City may result in additional charges at HdL's hourly rate. HdLP Companies 4 EXHIBIT B Proposof for Cannabis Consulting Services for the City of Huntington Beach April 16,2021 III. COST The proposed services are broken down into specific line items in the cost table below. This proposal does not include any additional items that are not contemplated by this scope of services Any additional services requested by the City will be billed at HdL's hourly rate. Prices are valid for 90 days from the dale of this proposal to allow time for consideration and negotiating a service agreement. Scope of Service Objectives Estimated Cost Objective 1: Technical Assistance and Subject Matter Expertise $10,000 Up to 40 hours at$250/hr to be used as needed Objective 2: Develop a Draft Cannabis Regulatory Ordinance $7,500 Travel: If and as-needed for in-person meeting attendance $2,000 Assumes 4 meetings at $500 travel cost each TOTAL NOT TO EXCEED $19,500 All City costs for development of a cannabis regulatory program may be fully recoverable from cannabis business applicants through application fees. Drafts and Final Work Products All work products assume one initial draft for review and comment, one iterative draft to incorporate any desired changes, and one final draft for presentation or publication Additional drafts requested by the client may result in additional charges at HdL's hourly rate. Conflicts of Interest and Non-Disclosure HdL Companies works solely with public agencies and has no private-sector clients in the cannabis industry. All cannabis business Information will be kept confidential by HdL and will not be shared internally beyond those HdL employees who are required to have access for purposes of conducting the work contemplated herein, or for administrative purposes as necessary H&P Companies 5 EXHIBIT "B" Payment Schedule (Fixed Fee Payment) 1. CONSULTANT shall be entitled to monthly progress payments toward the fixed fee set forth herein in accordance with the following progress and payment schedules. 2. Delivery of work product: A copy of every memorandum, letter, report,calculation and other documentation prepared by CONSULTANT shall be submitted to CITY to demonstrate progress toward completion of tasks. In the event CITY rejects or has comments on any such product, CITY shall identify specific requirements for satisfactory completion. 3. CONSULTANT shall submit to CITY an invoice for each monthly progress payment due. Such invoice shall: A) Reference this Agreement; B) Describe the services performed; C) Show the total amount of the payment due; D) Include a certification by a principal member of CONSULTANT's firm that the work has been performed in accordance with the provisions of this Agreement; and E) For all payments include an estimate of the percentage of work completed. Upon submission of any such invoice, if CITY is satisfied that CONSULTANT is making satisfactory progress toward completion of tasks in accordance with this Agreement, CITY shall approve the invoice, in which event payment shall be made within thirty (30) days of receipt of the invoice by CITY. Such approval shall not be unreasonably withheld. If CITY does not approve an invoice, CITY shall notify CONSULTANT in writing of the reasons for non-approval and the schedule of performance set forth in Exhibit "A" may at the option of CITY be suspended until the parties agree that past performance by CONSULTANT is in, or has been brought into compliance, or until this Agreement has expired or is terminated as provided herein. 4. Any billings for extra work or additional services authorized in advance and in writing by CITY shall be invoiced separately to CITY. Such invoice shall contain all of the information required above, and in addition shall list the hours expended and hourly rate charged for such time. Such invoices shall be approved by CITY if the work performed is in accordance with the extra work or additional services requested, and if CITY is satisfied that the statement of hours worked and costs incurred is accurate. Such approval shall not be unreasonably withheld. Any dispute between the parties concerning payment of such an invoice shall be treated as separate and apart from the ongoing performance of the remainder of this Agreement. CERTIFICATE OF LIABILITY INSURANCE DAIIEIMMIODY Y 7/9/2020 THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER,AND THE CERTIFICATE HOLDER. IMPORTANT: If the certificate holder is an ADDITIONAL INSURED, the policy(ies) must 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 CON ACT NAME: Audrey CURIS Woodruff Sawyer PHONE I FAX 2 Park Plaza, Suite 500 JAfG.Na.EXd:949.a35.7345 IuC.xa1:949.476.3118 Irvine CA 92614 AAIL DDRESS: acurtisawoodruffsawyer.com INSURER(S)AFFORDING COVERAGE NAIC 0 INSURER A:National Fire Insurance Comfy of Hartford 20478 INSURED HDLCOMP-01 INSURER B:Continental Insurance Company 35289 Hindediter de Llamas&Associates HdL Software, LLC. INSURER c:Continental Casualty Company 20443 120 S State College Blvd., Suite 200 INSURER D: Lloyds of London Brea CA 92821 INSURER E: Federal Insurance Company 20281 INSURER F: I COVERAGES CERTIFICATE NUMBER:229183472 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 TYPE OF INSURANCE ADDL SUBR POLICY EFF POLICY EXP LIMBS LTR POLICY NUMBER MMIDD/YYYY MMIODIYYri A X COMMERCIAL GENERAL LIABILITY Y 6056953463 526/2020 5/26/2021 EACHOCC UR 51,0000000 X AMA T vm00, CLAIMS-MADE PREMISES 000 MEO EXP(m rnn worn I S15.000 PERSONAL&ADV INJURY 1 S 1,000,000 GEN'L AGGREGATE LIMIT APPLIES PER: GENERAL AGGREGATE iS2.000,000 X POLICY Ej PEP LOC APPROVED AS TO FORM PRODUCTS AGG 52,000,000 OTHER' 5 A POMODILELIABILITY Y 605695 'j(ii'�jr— I 020 126/2011 COMINOEnDI SINGLE LIMIT51,000,000 ANY AUTO MICHAEL E. GATES BODILY INJURY(P.,wrsanlOWNED SCHEDULED BODILY INJURY IPm ardaenp S AUTOS ONLY AUTosCITY ATTORNgyry`,HIRED NONOWNEO CITY OF HUNTINGTON BEACH PPROPEROTYDAMAGE S AUTOS ONLY AUTOS ONLY I 5 8 X UMBRELLALIAB X OCCUR 6056953502 52611020 1/2612021 EACH OCCURRENCE s3,000,OOO EXCESS LIAR CLAIMS-MADE AGGHE WTE $3.000.000 DED I X I RETENTIONS in rnn I S B WORKERANYPROSOOMPENSATION 6056953497 5262020 5262021 X STATUTE EHH B AND EMPLOYERS'LIABILITY y1N 6056677063 5126r2 5/26/2021 ANYICESUMETORIPARTNERIEX[CUTIVE ❑ NIA El.EACH ACCIDENT $1000,000 (M.I .PoMEMBERE%CLUDED� If"yas.dtory In NH) E.L.DISEASE-EA EMPLOYEE $1,000,000 DESCRIPTION OF OPERATIONS 6dav EL DISEASE-POLICY LIMIT s 1.000.000 D Prolessbnel U.Nfit O.a Meaa MPL1007920 5262020 51262021 EsrIM CM Aggregate $2,000,000 C Cy6er UadlnY 6078657761 5262020 5262021 CyI»r Limn S2.000,000 E Cnme 82556901 5262020 512612021 Cnme Limit $1,000.000 DESCRIPTION OF OPERATIONS I LOCATIONS I VEHICLES (ACORD IDl,Atltlilbnel Remade Sp6otlul0,may M 91UCNetl it more apace is rpuiratll The City of Huntington Beach,its officers,elected or appointed officials,employees,agents and volunteers are included as additional insured as respects to the General Liability and Auto Liability per attached forms. CERTIFICATE HOLDER CANCELLATION SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN City of Huntington Beach, its officers, elected or appointed ACCORDANCE WITH THE POLICY PROVISIONS. officials, employees, agents and volunteers 2000 Main Street AUTHORIZED REPRESENTATIVE Huntington Beach CA 92648 ql QC. I ©1988-2015 ACORD CORPORATION. All rights reserved. ACORD 25(2016103) The ACORD name and logo are registered marks of ACORD CNA Business Auto Policy Policy 5. Other Insurance a. For any covered "auto" you awn, this Coverage Form provides(primary_insurance� For any covered "auto" you don't own, the insurance provided by this Coverage Form is excess over any other collectible insurance. However, while a covered "auto" which is a "trailer" is connected to another vehicle, the Covered Autos Liability Coverage this Coverage Form provides for the "trailer" is: (1) Excess while it is connected to a motor vehicle you do not own; or (2) Primary while it is connected to a covered "auto" you own. b. For Hired Auto Physical Damage Coverage, any covered "auto" you lease, hire, rent or borrow is deemed to be a covered "auto" YOU own. However, any "auto" that is leased, hired, rented or borrowed with a driver is not a covered "auto". c. Regardless of the provisions of Paragraph a. above, this Coverage Form's Covered Autos Liability Coverage is primary for any liability assumed under an "insured contract". d. When this Coverage Form and any other Coverage Form or policy covers on the same basis, either excess or primary, we will pay only our share. Our share is the proportion that the Limit of Insurance of our Coverage Form bears to the total of the limits of all the Coverage Forms and policies covering on the same basis. 6. Premium Audit a. The estimated premium for this Coverage Form is based on the exposures you told us you would have when this policy began. We will compute the final premium due when we determine your actual exposures. The estimated total premium will be credited against the final premium due and the first Named Insured will be billed for the balance, if any. The due date for the final premium or retrospective premium is the date shown as the due date on the bill. If the estimated total premium exceeds the final premium due, the first Named Insured will get a refund. b. If this policy is issued for more than one year, the premium for this Coverage Form will be computed annually based on our rates or premiums in effect at the beginning of each year of the policy. 7. Policy Period, Coverage Territory Under this Coverage Form, we cover "accidents" and "losses" occurring: a. During the policy period shown in the Declarations; and b. Within the coverage territory. The coverage territory is: (1) The United States of America; 12) The territories and possessions of the United States of America; (3) Puerto Rico; (4) Canada; and (5) Anywhere in the world if a covered "auto" of the private passenger type is leased, hired, rented or borrowed without a driver for a period of 30 days or less, provided that the "insured's" responsibility to pay damages is determined in a "suit" on the merits, in the United States of America, the territories and possessions of the United States of America, Puerto Rico or Canada, or in a settlement we agree to. We also cover "loss" to, or "accidents" involving, a covered "auto" while being transported between any of these places. Form No: CA 00 01 10 13 Policy No:6o5696 Policy : Page: 12 of 16 Policy Effective Date:owenow Underwriting Company: National Fire Insurance Company of Hartford. 151 N Franklin St, Chicago, IL Policy Page: 30 of 75 60606 Copyright Insurance Services Office, Inc., 2012 caa Technology General Liability Extension Endorsement K. Other Person Or Organization I Your Work Any person or organization who is not an additional insured under Paragraphs A. through J. above. Such additional insured is an Insured solely for bodily injury, property damage or personal and advertising injury for which such additional insured is liable because of the Named Insured's acts or omissions. The coverage granted by this paragraph does not apply to any person or organization: 1. who is specifically scheduled as an additional insured on another endorsement to this Coverage Part, nor 2. for bodily injury or property damage included within the products-completed operations hazard except to the extent all of the following apply: a. this Coverage Part provides such coverage; b. the written contract or agreement described in the opening paragraph of this ADDITIONAL INSUREDS Provision requires the Named Insured to provide the additional insured such coverage: and c. the bodily injury or property damage results from your work that is the subject of the written contract or agreement, and such work has not been excluded by endorsement to this Coverage Part. 2. ADDITIONAL INSURED -PRIMAR AN ON-CONTRIBUTORY TO ADDITIONAL INSURED's INSURANCE A. The Other Insurance Condi ' In the COMMERCIAL GENERAL LIABILITY CONDITIONS Section is amended to add the following paragraph: If the Named Insured has agreed in writing in a contract or agreement that this insurance is primary and non-contributory relative to an additional insured's own insurance, then this insurance is primary, and the Insurer will not seek contribution from that other insurance. For the purpose of this Provision 2., the additional insured's own insurance means insurance on which the additional insured is a named insured. B. With respect to persons or Organizations that qualify as additional insureds pursuant to paragraph I.K. of this endorsement, the following sentence is added to the paragraph above: Otherwise, and notwithstanding anything to the contrary elsewhere in this Condition, the insurance provided to such person or organization is excess of any other insurance available to such person or organization. 3. BODILY INJURY—EXPANDED DEFINITION Under DEFINITIONS, the definition of bodily injury is deleted and replaced by the following: Bodily injury means physical injury, sickness or disease sustained by a person, including death, humiliation, shock, mental anguish or mental injury sustained by that person at any time which results as a consequence of the physical injury, sickness or disease. 4. BROAD KNOWLEDGE OF OCCURRENCE/ NOTICE OF OCCURRENCE Under CONDITIONS, the condition entitled Duties in The Event of Occurrence, Offense, Claim or Suit Condition is amended to add the following provisions: A. BROAD KNOWLEDGE OF OCCURRENCE The Named Insured must give the Insurer or the Insurer's authorized representative notice of an occurrence, offense or claim only when the occurrence, offense or claim is known to a natural person Named Insured, to a partner, executive officer, manager or member of a Named Insured, or to an employee designated by any of the above to give such notice. B. NOTICE OF OCCURRENCE CNA74872XX (1-15) Policy No:6055t)534w Page 5 of 14 Endorsement No: 1 Effective: psrz60020 Insured Name: Hinderliter, de Llamas &Associates I HDL Software, LLC copyright CNA All Rights Reserved. Includes copyrighted material of Insurance services Office.Inc.,Mth its permission. POLICY NUMBER: 6056953466 COMMERCIAL AUTO CA 20 48 10 13 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. DESIGNATED INSURED FOR COVERED AUTOS LIABILITY COVERAGE This endorsement modifies insurance provided under the following: AUTO DEALERS COVERAGE FORM BUSINESS AUTO COVERAGE FORM MOTOR CARRIER COVERAGE FORM With respect to coverage provided by this endorsement, the provisions of the Coverage Form apply unless modified by this endorsement. This endorsement identifies person(s) or organization(s) who are "insureds" for Covered Autos Liability Coverage under the Who Is An Insured provision of the Coverage Form. This endorsement does not alter coverage provided in the Coverage Form. This endorsement changes the policy effective on the inception date of the policy unless another date is indicated below. Named Insured: Hmaeeaerae LlamasBAssoaates Endorsement Effective Date: 7A x SCHEDULE Name Of Person(s) Or Organization(s): Qty of Munurgton Beaus,as oT rs,eleueo or ap nw oft als,em*yees,agenu a wlu l%m HumNwn Beaus.CA 92b 13 Information required to complete this Schedule, if not shown above, will be shown in the Declarations. Each person or organization shown in the Schedule is Covered Autos Liability Coverage in the Business an "insured" for Covered Autos Liability Coverage, but Auto and Motor Carrier Coverage Forms and only to the extent that person or organization qualifies Paragraph D.2. of Section I — Covered Autos as an "insured" under the Who Is An Insured Coverages of the Auto Dealers Coverage Form. provision contained in Paragraph A.I. of Section II — CA 20 48 10 13 Copyright, Insurance Services Office, Inc., 2011 Page 1 of 1 CNA CNA Paramount Additional Insured - Designated Person or Organization Endorsement This endorsement modifies insurance provided under the following: COMMERCIAL GENERAL LIABILITY COVERAGE PART SCHEDULE Name Of Additional Insured Person Or Organization: C�roo1HunUrgton&�. Isaffic ,.�orzi�,eaMaalr. a pwyees.�mt.aW 20N N.1n sum Hu tV.B rriW,CA 92B 8 Information required to complete this Schedule, if not shown above, will be shown in the Declarations. It is understood and agreed that the section entitled WHO IS AN INSURED is amended with the addition of the following: A. The person or organization shown in the Schedule is an Insured, but only with respect to such person or organization's liability for bodily injury, property damage or personal and advertising injury caused in whole or in part, by: the Named Insured's acts or omissions, or the acts or omissions of those acting on the Named Insured's behalf: 1. in the performance of the Named Insured's ongoing operations, or 2. in connection with premises owned by or rented to the Named Insured. B. However, if coverage for the additional insured is required by written contract or written agreement, subject always to the terms and conditions of this policy, including the limits of insurance, the Insurer will not provide such additional insured with: 1. coverage broader than required by such contract or agreement, or 2. a higher limit of insurance than required by such contract or agreement. C. The coverage granted by this endorsement does not apply to bodily injury or property damage included within the products-completed operations hazard. Any coverage granted by this endorsement shall apply solely to the extent permissible by law. All other terms and conditions of the Policy remain unchanged. This endorsement, which forms a part of and is for attachment to the Policy issued by the designated Insurers, takes effect on the effective date of said Policy at the hour stated in said Policy, unless another effective date is shown below, and expires concurrently with said Policy. CNA74745XX (1-15) Policy No: aosc9s� e9 Paget of 1 Endorsement No: TBD PoIUWCompany- CNA Paramount Effective Date: 7srz020 Insured Name: HdL Companies copyright CNA All Rights Reserved. Includes copyrighted material of Insurance Services Office,Inc.,with its permission.