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HomeMy WebLinkAboutDisability Access Consultants, LLC - 2022-02-01 2000 Main Street. Huntington Beach CA City of Huntington Beach �pR��& �_o File #: 22-001 MEETING DATE: 2/1/2022 REQUEST FOR CITY COUNCIL ACTION SUBMITTED TO: Honorable Mayor and City Council Members SUBMITTED BY: Sean Joyce. Interim City Manager PREPARED BY: Sean Crumby, Director of Public Works Subject: Approve and authorize execution of a Professional Service Agreement for the preparation of an Americans with Disabilities Act (ADA) Self-Evaluation and Transition Plan with Disability Access Consultants (DAC) Statement of Issue: The City originally prepared a Transition Plan for park and building facilities in 2007, but the public right-of-way, including parking lots, street intersections, and sidewalks, was not evaluated as part of the 2007 Transition Plan. The Federal Americans with Disabilities Act (ADA) has been in place since 1990. and the Code of Federal Regulations mandates public agencies to comply by maintaining an up-to-date Self Evaluation and Transition Plan for the facilities it owns and maintains. The scope of services for this effort will include the compilation of a comprehensive ADA Self-Evaluation and Transition Plan for City buildings, parks, and public right-of-way. The consultant will be performing field investigations within the city right-of-way and at city facilities and parks in order to identify obstacles limiting accessibility, describe methods to improve accessibility and specify a schedule for achieving ADA compliance. The Self Evaluation will evaluate the City services, practices, and policies. The Transition Plan component will evaluate physical barriers at all City-owned facilities and public right-of-way, the plan will provide recommendations for removing identified barriers and complying with accessibility requirements as mandated by the ADA and State of California Access codes. The Transition Plan will provide the basis for prioritizing, budgeting, implementing, and monitoring barrier removal. A comprehensive City ADA Transition Plan will ensure that City facilities will become accessible to the public Financial Impact: The total cost for the project, including contingency is S676.296, and funds are available from the Infrastructure Fund account 31485201.69365 Therefore, Disability Access Consultant's (DAC) cost of services in the amount of $563,580 is within the appropriated budget amount for the project. Recommended Action: Approve and authorize the Mayor and City Clerk to execute "Professional Services Contract Between City of Huntington Beach Page 1 of 2 Printed on//MO22 p_*ere264 Leg star" File #: 22-001 MEETING DATE: 2/1/2022 the City of Huntington Beach and Disability Access Consultants, LLC for ADA Self-Evaluation and Transition Plan." Alternative Action(s): Do not authorize the agreement and direct staff accordingly. Analysis: In September 2021, a Request for Proposals (RFP) was issued for professional services to prepare an updated Self-Evaluation and Transition Plan. Three firms submitted proposals for the project. The proposals were reviewed by a selection team comprised of staff in Public Works and evaluated based on criteria established for consultant selection. The criteria included relevant project experience, availability of personnel, ability to meet schedule, and comprehensiveness of the proposal. After consideration of the proposals, it was unanimously agreed upon that DAC is best equipped to perform the work prescribed in the RFP. DAC had, by far, the most extensive and relevant experience, including successfully completing the previous Transition Plan for the City's parks and building facilities in 2007. Having prepared over 400 Self-Evaluations and Transition Plans for public agencies in California alone, DAC also offered the most extensive recent Orange County references for similar projects within the past five years, including in the cities of San Juan Capistrano, Fullerton. and Fountain Valley. Additionally, DAC was the only proposal to include their own cloud-based management software, which will allow for integration into the City's ArcGIS to manage the data once the Self-Evaluation and Transition Plan are completed. DAC will be engaged with the City throughout the process to ensure that City input is considered in all aspects of the plan and how it is set up for implementation. DAC references were verified and several positive remarks were received regarding DAC's approach, comprehensiveness, and cooperative effort in working with both the agencies and the public. Environmental Status: Not applicable. Strategic Plan Goal: Infrastructure & Parks Attachment(s): 1. Professional Services Contract between the City of Huntington Beach and Disability Access Consultants for preparation of the ADA Self-Evaluation and Transition Plan. 2. Professional Services Award Analysis City of Huntington Beach Page 2 of 2 Printed on 1/2612022 nowere25Q Leg,sta C. PROFESSIONAL SERVICES CONTRACT BET\vEEN THE CITY OF HUNTINGTON BEACH AND DISABILITY ACCESS CONSULTANTS. LLC FOR ADA SELF-EVALUATION AND TRANSITION PLAN THIS AGREEMENT ("Agreement") is made and entered into by and between the City of I-lunling"ton Beach, a municipal corporation of the State of California, hereinafter referred to as "CITY." and Disability Access Consultants, a Limited Liability Corporation hereinafter referred to as "CONS ULfANT." WHEREAS. CITY desires to engage the services of a consultant to provide ADA SeIG evaluation and "l-ransition Plan: and Pursuant to documentation on file in the office of the City Clerk. the provisions of the Huntington Beach Municipal Code, Chapter 3.03, rehiring 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: I. 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 Barbara Thorpe 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. agree/surincUproIess ion al secs mayor I of 11 5/19-204082 3. TERi ,I: 1IME OP PF.,RFOR\gANCE Time is of the essence of this Agreement. The services of CONSULTANT are to commence on February 1 , 2022 (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 three (3) years from the Commencement Date. The time for perf'ormance of the tasks identified in Exhibit "A" are generally to be shown in Exhibit "A." -["his 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 "13," which is attached hereto and incorporated by reference into this Agreement a fee, including all costs and expenses, not to exceed Six Hundred Seventy Six Thousand Two Flundred Ninety-Six Dollars (S676,296.00). 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," CONSULTANT will undertake such work oniv alter 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 "B." agree/surfireUproressional Svcs mzcor 2 of I I 5/19-20.WX2 7. DISPOSITION OF PLANS. ESTIMATES AND OTHER DOCUMENTS CONSULTANT agrees that title to all materials prepared hereunder, including, 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 IIROJ17CT completion, whichever shall occur first. These materials may be used by CITY as it sees fit. 8. HOLD HARMLESS A. CONSULTANT hereby agrees to protect, defend, indemnifN 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 hind or nature) arising out of or in connection Nyith 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 CONSULTANT'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. B. To the extent that CONSULTANT performs "Design Professional Services" within the meaning of Civil Code Section 2782.8, then the following Hold Harmless provision applies in place of subsection A above: agrcd sudnet/professional sr es mayor 3 of I 1 5/19-204082 '`CONSU PANT hereby agrees to protect, defend, indemnity L: 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 CONSULfANT'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 attorneys 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. 11ROFI3SSIONAL 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 CONSUL,TANT'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 agree/surrncUprofessional s%es mawr 4 of 11 5119-204082 policy "deductible" of "fen Thousand Dollars ($10,000.00) or less is permitted. A claims-made policy shall be acceptable if the policy further provides that: A. the police 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 reftlses 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 effect Consultant's right to be paid for its time and materials expended prior to notification ol'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: B. state that the policy is currently in force; and aercd wrincUpmfessional secs mayor 5 of 11 5l19-204082 C. shall promise that such policy shall not be suspended, voided or canceled 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 of cancellation for nonpayment of premium. CONSULTANT shall maintain the foregoing insurance coverage in torce until the 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 police 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 anv. in connection with the PROJECT and/or the services to be performed hereunder. 12. TEWOINATION OF AGRETIMENT 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 CITY shall be made in writing, notice of which shall be delivered to CONSULTANT as provided herein. In the agred surlireVprokssional s%us mayor 6 of 11 5119-204082 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 hcreinabove. 14. COPYRIGITTS/i ATEN'I'S CITY shall own all rights to any patent or copyright on any work, item or material produced as a result of this Agreement. 15. Cll'Y 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 desig=hated in Section 1 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. 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: serec/wrfneUprolessional sycs mayor 7 of 11 TO CITY: TO CONSULTANT: City of Huntington Beach Disability Access Consultants, L,Lc ATTN: Director ol'Public Works ATTN: Barbara Thorpe 2000 Main Street 2862 Olive Highway, Suite D Huntington Beach, CA 92648 Oroville, CA 95966 17. CONSLNT 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 am' 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 sole1v for convenience ofreference 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 01" THIS AGREEMENT "file language of all parts of this Agreement shall in all cases be construed as a air meaning, and not strictly for or against any of the parties. If any whole, according to its f 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 upon any other unless so expressly provided here. As used in this Agreement, the masculine or agree/stir]tic Uprofession;d sacs nuryor 801, 11 3119-204082 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 part\ 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 States Code regarding employment verification. 23. LEGAL, SERVICES SUBCONTRACTING PROHIBITED CONSULTANT and CITY agree that CITY is not liable for payment of anv subcontractor work involving legal services, and that such legal services are expressly outside the scope of services contemplated hereunder. CONSULTANT understands that pursuant to Huntington Beach C'iry 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. agrec/surfncUpml'asional sues mayor 9 of I I 5/I9-204082 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 attornev'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 contest survive the expiration or termination 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 hcreinbelow has the power, authority and right to bind their respective parties to each of' the terns 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 The parties acknowledge and agree that they are entering into this Agreement freeh and voluntarily following extensive arn's length negotiation, and that each has had the opportunity 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 agree/surliiaUpro&ssional secs m:rcor l0 of I I 5/0-2W082 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 Council. 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. CONSULTANT, CITY OF HUNTINGTON BEACH,a DISABIILTY ACCESS CONSULTANTS, municipal corporation of the State of LLC California By: w j &� Barbara Thorpe Mayor print name ITS: (circle one)Chairmar✓1'midenvV ice President City Clerk AND 7rvf � �i��A�p� INITIATED AND APPROVED: By: Z, / ,L Tlrfx0y Ma print name Director of Public Works ITS: (circle one)Secretary/Chief Financial Offrcer/As t. Secretary•Treasurer REVIEWED AND APPROVED: City Manager APPROVED AS TO FORM: City Attorney At 11 agrCV surf"t1professional Svcs mayor C'0 '} 3�ER AR D,� p.�. 5/19-204082 a 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 Council. 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. CONSULTANT, CITY OF HUNTINGTON BEACH, a DISABIILTY ACCESS CONSULTANTS, municipal corporation of the State of LLC Calif is By: h 'or print name ITS: (circle one)Chairmaw?residenWice President City Clerk 'i } AND INITIAT D AND AP VED: By: print name irector o c 'orks ITS: (circle onel Secretary/Chief Financial Officer/Asst. Secretary-Treasurer REVIEWED AND APPROVED: City Manage Irw APPROVED A ity Attorney h111 COUNTERPART W agree/surfacgMfesslonal Svcs mayor I I of 11 5/19.204092 EXHIBIT "A" A. STATEYIENT OF WORK: (Narrative of work to be performed) SEE ATTACHED EXHIBIT A B. CONSULTANT'S DUTIES AND RESPONSIBILITIES: SEE ATTACHED EXHIBIT A C. CITY'S DUTIES AND RESPONSIBILITIES: SEE ATTACHED EXHIBIT A D. WORK PROGRAM/PRO.TECT SCHEDULE: SEE ATTACHED EXHIBIT A E..XHIBTT A EXHIBIT A In order to be concise, our DAC response does not reiterate the City's RFP in its entirety. It is understood that the scope of services will be completed in three (3) phases that include a) City right-of-way, b) City buildings, and c) City parks. Task 1 Project Management and Meetings DAC will conduct an initial project kickoff meeting with selected City staff and provide a Project Management Plan (PMP) with five (5) copies provided at the kick-off meeting. The kick-off meeting will clarify roles and lines of communication, refine project goals, review the overall project schedule scope and,schedule surveys of City facilities, recreational areas and public rights-of-way and identify key City personnel related to the project scope. Information that is needed will be clarified at the initial orientation meeting. Progress meetings, agendas, and monthly status meeting schedule will be generated by DAC. Barbara Thorpe will be designated as the project manager and will also serve as policy and program analyst. She will be the DAC contact for the project and serve as the point of contact for the City. The designated team members that will coordinate the inspection team during the facility reviews will be Michael Boga and Candice Pursch. The management approach will include coordination and assistance from DAC office staff under the direction of Jennie Grover, Director of Administrative Services, Tim Mahoney, General Manager. Task 2• Initial Investigation and Document Review Document review by DAC will include previous plans, as-built drawings, accessibility standards and City regulatory policies related to accessibility. DAC will develop the process, procedure and forms needed to conduct the self-evaluation of the City's programs, activities and services for ADA compliance and compile the findings and recommendations into a City ADA Self-evaluation and Transition plan Executive Summary. DAC will develop a master list of City programs, services, and activities; accessibility policies; disability customer service training;communication practices and any additional available information regarding program accessibility. DAC will review appropriate and existing City transition plans, master plans, reports, and programs, as well as meet with City staff to gain insight into the City's facilities and programs in order to identify issues, which may be discriminatory to people with disabilities. The review will also include City policy and program accessibility, including eligibility requirements, participation requirements, facilities used, transportation, communication, grievance procedures and emergency procedures. DAC will review, analyze and make recommendations based on current or plans, including but not limited to the City's 2007 ADA plan, the City's General Plan and latest zoning map. DAC will conduct barrier assessment DAC Proposal For the City of Huntington Beach ADA Self-Evaluation and Transition Plan 12 surveys to collect information on each program and activity. Based on the barrier assessment surveys and policy reviews, DAC will evaluate the access of existing programs and services and provide recommendations where deficiencies are identified. DAC will provide the City with an Executive Summary report that will summarize the data and findings from the ADA self-evaluation and transition plan for City buildings, parks, programs, communications, open spaces and public rights-of-way. DAC will assist the City is designating an ADA coordinator and ADA liaisons for relevant City departments and provide training to City staff described in the City's RFP and additional areas. Task 3 Field Survey and Self-Evaluation The field surveys will be conducted in three (3) phases. DAC will conduct the surveys of the interior and exterior areas of each City building, facility, park and public right-of-way identified in the RFP and confirmed at the kickoff meeting. DAC will prepare reports identifying each physical element within the public areas of each of the City buildings,facilities, recreational areas and public right-of-way that is out of compliance with the ADA and related codes and regulations or otherwise hinders or prevents access to persons with disabilities. As required by the ADA, the 2010 ADA Standards will be compared with state codes and the standard that provides the greater level of accessibility utilized. As DAC collects actual measurements of as-is field conditions and records all information, data can be reprocessed if codes change without conducting a re-inspection, thus resulting in a significant savings when codes change, and the plan needs to be updated. DAC will provide the City with DACTrak online accessibility management software for City staff to generate reports in multiple styles and file formats. DACTrak reports will include but may not be limited to as-built dimensions as they relate to the ADA and other relevant code and guideline access, initial prioritizing of noncompliant findings relative to the level of impact to access, reference to accessibility codes, proposed solution(s) to eliminate the barrier, cost estimate for each solution, at least one digital photograph of each barrier to access, and a detailed location description, including GIS coordinates and mapping. The DACTrak software provides the user with the capability to generate reports in multiple formats such as progress reports, additional prioritizations, preset reporting features and other custom reports. The inclusion of photographs showing the as-is condition has proven to be valuable assistance to clients in the formulation of the decisions regarding barrier removal priorities. The DACTrak software provides an easy-to-use accessibility management platform that exceeds the ability to manage the plan by hard copies and binders. The assessment report of each facility will include cost estimates to correct deficiencies in accordance with the ADA or other applicable federal or state accessibility DAC Proposal For the City of Huntington Beach ADA Self-Evaluation and Transition Plan 13 codes. Harriers are identified by building,floor or location and given a unique identifier record number to assist with navigation in the accessibility software and location of the finding and recommendation by area and site. Estimated applicable costs will be given by item and element in accordance with industry standards. Costs can be easily adjusted to adhere to any cost estimates the City may utilize. The proposed method for barrier removal will be provided. The transition plan will identify physical barriers that may limit accessibility of the City programs, services or activities for individuals with disabilities. The schedule for removal of barriers and appropriate timelines will be developed in collaboration with the City. Identified barriers and obstacles will be initially prioritized. Use of the DACTrak software will provide the City with an additional tool to update prioritizations, budget, implement and monitor barrier removal. Sidewalks and curb ramps measurements include width, cross slope, running slope, changes in elevation greater than 1/4 inch or a beveled up to % inch, type of curb ramp, slope, landing area, warning surface, curb ramp area, obstructions in the sidewalk, street furniture, collection of GIS information and photographs. Signalized intersections include crosswalks, pedestrian ramps-curb ramps, width, slope, side flares, grooved borders, truncated domes, alignment with the crosswalk, accessible pedestrian signals and traffic stop bars. DAC uses a comprehensive approach to inspecting public rights-of-way and records actual as-Is measurements, not just an indicator of compliant or not compliant. DAC has found that the use of automated equipment for compliance measurements of sidewalks do not provide actual comprehensive measurement of areas required to be assessed, such as protruding objects. DAC team members will conduct onsite inspections on our DACTrak tablets and export the on-site field conditions for processing by our servers the same day of the inspection. An Executive Summary of the entire project will also be provided to the City. DAC will provide the City with access to DACTrak, allowing the City s users to generate details reports in multiple formats, including PDF and Excel, as well as map style formats of KML and Shapefile for available exterior areas where CIS coordinates can be collected. The DACTrak online accessibility management software will provide the City with comprehensive reports for the interior and exterior of each facility. DACTrak also includes tools that will allow the City to plan a schedule of barrier removal, adjust priorities and update the implementation of the transition plan. Many report options are available in DACTrak that can show detailed information for every noncompliant finding along each area of sidewalk,through high level summary reports that can offer a concise synopsis of noncompliant City-wide findings by category. DAC Proposal For the City of Huntington Beach ADA Self-Evaluation and Transition Plan 14 Buildings, parks and open space assessments will include an assessment of all interior and exterior elements. The reports prepared from the assessments will include details of all elements surveyed. DAC will conduct barrier assessment surveys with field reviews of all City-owned public buildings that provide programs, services or activities to the public,as appropriate. The surveys will identify physical barriers at each facility that could limit accessibility. The information collected in the field will be compared to the Federal ADA codes as well as applicable state codes and the standard that provides the greater level of accessibility utilized. Based on the results of the barrier assessment surveys, DAC will develop access compliance assessment reports issued through our DACTrak online accessibility management software in order to provide the City with the comprehensive assessment results. The reports will include as-is condition measurements and verifications as they relate to ADA access, a detailed barrier description and initial priority order related to access, at least one digital photograph for documentation of each barrier,detailed location description identifying the location of the barrier, maps will also be provided for findings where GIS coordinates can be collected for available outdoor findings, a proposed solution to eliminate the barrier; and individual cost estimates for each solution. An Executive Summary of the entire project will also be provided to the City. DAC will provide the City with access to DACTrak, allowing the City's users to generate details reports in multiple formats, including PDF and Excel, as well as map style formats of KML and Shapefile for available exterior areas where GIS coordinates can be collected. The DACTrak online accessibility management software will provide the City with comprehensive reports for the interior and exterior of each facility. DACTrak also includes tools that will allow the City to plan a schedule of barrier removal, adjust priorities and update the implementation of the transition plan. Many report options are available in DACTrak that can show detailed information for every noncompliant finding in each building, through high level summary reports that can offer a concise synopsis of noncompliant findings by category across all facilities City-wide. Estimated costs are available in all reports,however a DACTrak user can choose to generate a report without estimated costs if needed. Report information for public rights-of-way, buildings and parks will include: as-is condition measurements and verifications as they relate to ADA access, a detailed barrier description and initial priority order related to relative impact to access,at least one digital photograph for documentation of each barrier, detailed location description identifying the location of the barrier, maps will also be provided for findings where GIS coordinates can be collected for available outdoor findings, a proposed solution DAC Proposal For the City of Huntington Beach ADA Self-Evaluation and Transition Plan 15 to eliminate the barrier; and individual cost estimates for each solution. An Executive Summary of the entire project will also be provided to the City that will include the method and process for conducting the self-evaluation and developing the transition plan, as well as an overview of the barriers found in the City's parks and open spaces. DAC will conduct an accessibility review of City programs, services, activities and policies. In consultation with the City, DAC will identify which City programs and services including but not limited to,classes,workshops,meetings,and events, are subject to the requirements of the ADA and perform reviews of program policies, procedures, including but not limited to eligibility requirements, location(s) of services, methods of providing information and procedure for processing requests for accommodations. The information prepared from the programmatic assessments will be included in the self-evaluation and transition plan Executive Summary. A spreadsheet can be generated from DACTrak summarizing findings and recommendations that may include sidewalk grinding, sidewalk cutting, sidewalk replacement,tree root removal, crack and hole filling and other identified deficiencies. GIS information is collected for deficiencies. Task 4. GIS Integration DAC will provide the integration of the collected GIS data of the City where applicable and will include the phases and tasks identified in the RFP and will include reference maps, curb ramp condition data, GIS information, reference mapping, and polygon shapefiles and collection of sidewalk center line as line shapefile. As DAC developed and maintains DACTrak, custom fields can be added. A city-wide reference map will be included with ramp conditions and GIS coordinates. A polygon shapefile will be provided along with a sidewalk centerline shapefile. Notes can be added in the DACTrak software. Task 5. Public Outreach The City is required to provide opportunities for public input to the ADA plan. DAC will recommend and lead a public participation and outreach process that will incorporate the requirements of the ADA. The outreach portion of the self-evaluation and transition plan project will include multiple methods to provide opportunities for public input from members of the community as well as area organizations that provide services to persons with disabilities. The surveys that will be prepared for use in acquiring public input will encourage respondents to describe current accessibility needs and DAC Proposal For the City of Huntington Beach ADA Self-Evaluation and Transition Plan 16 challenges to assist the City in developing accessible programs and facilities. DAC will work with the City to determine the most effective methods to gather input from individuals and groups who would like to participate in the development of the plan. DAC will compile all comments and feedback from public outreach efforts to be incorporated in the final transition plan. While not required by the ADA, DAC can assist the City to organize (3) virtual community meetings to collect public input and necessary materials Task 6. Database Based on experience and knowledge of the accessibility field and best practices, DAC continues to develop innovative methodologies, easy to use ADA management tools, and proven, successful strategies for evaluating programs, services, activities, events, facilities, parks and public rights-of- way. DACTrak was developed by DAC for the purpose of easy and useful importing and management of the accessibility data collected in the field. DACTrak is interactive online software and is not an enhanced excel spread sheet.The ability to collect, compile,analyze and use report data in a practical format was one of the driving forces to develop the DACTrak intake and management software. Our DAC accessibility management software, DACTrak, provides our clients with a powerful management tool to document compliance, project costs, print custom reports and record progress. Findings and recommendations, in addition to other data are preloaded into the DACTrak software. As DAC owns and licenses the DACTrak online software which is accessed through a secure website that is compatible with all current major internet browsers. There is no software program file to download or install on the City's servers or computers in order to access and manage report data on DACTrak. All maintenance and updates to the DACTrak software are performed by DAC's in-house IT Team, therefore there is no burden on the City's IT staff to maintain or administer any software, programs or databases. The data contained in the database shall be the property of the City. DAC proposes that the City use DACTrak to facilitate ongoing monitoring and updating of the final transition plan. If the City chooses not to use the DACTrak online management software, DAC can provide reports to the City in a compatible format such as Excel and PDF. Task 7 Preliminary Cost Estimates DAC will provide the City with preliminary cost estimates for each phase to remediate the barriers identified in the DACTrak database. Furthermore, DAC will work with City to further refine costs. DAC Proposal For the City of Huntington Beach ADA Self-Evaluation and Transition Plan 17 Task 8 Comprehensive ADA Self-Evaluation and Transition Plan DAC will assist the City to develop a comprehensive ADA Self-evaluation and Transition plan and will include at a minimum an executive summary signed by a CASp, a summary of findings of the self- evaluation of facilities, policies, programs, and practices, the recommendations for remedial measures to correct deficiencies and a methodology for prioritizing barrier remediation, cost estimates for recommended remediation measures,assistance with an implementation schedule that includes milestones or measures of achievement for monitoring implementation, recommendations for procedures and forms for monitoring implementation, recommendations for procedures for periodically reviewing and updating the ADA transition plan, recommendations for procedures and forms for performing evaluations of additional barriers, recommendations for procedures and forms for filing requests for accommodation, a list of references and contact information for ADA and accessibility related resources; and identification of the City official(s) with overall responsibility for implementation of the plan. DAC will present the draft ADA transition plan and subsequently, the final proposed ADA transition plan findings to City Staff by issuing logins to the DACTrak accessibility management software and conducting and interactive training session via teleconference. DAC can also present the final document to the City Council. DAC will provide the City with DACTrak online accessibility management software which will allow City staff to review and print standard and custom reports on demand, as well as implement and update the transition plan and schedule of barrier removal overtime. There are no per user seat licenses to access DACTrak, DAC can establish password protected logins to as many City staff as needed. In addition to providing the City with access to DACTrak to view and download reports, DAC can deliver ten (10) bound copies of the final self-evaluation and transition plan to the City if requested, as well as electronic copies in PDF, Microsoft Excel, KML and ESRI Shapefile for available exterior reports. The Executive Summary will be provided to the City in both Word and PDF formats and can also be printed if requested. If the City chooses not to use DACTrak, all data files and project maps and drawings associated with the self-evaluation report and transition plan will be provided to the City in a mutually agreed format. All data collected will be property of the City. DAC Proposal For the City of Huntington Beach ADA Self-Evaluation and Transition Plan 18 EXH1131T "►3" Payment Schedule (Hourly Payment) A. Llourly Rate CONSULTANT'S fees for such services shall be based upon the following hourly rate and cost schedule: SEE ATTACHED EXHIBIT 13 B. Travel Charges for time during travel are not reimbursable. C- Billing I. All billing shall be done monthly in fifteen (15) minute increments and matched to an appropriate breakdown of the time that was taken to perform that work and who performed it. 2. Each month's bill should include a total to date. That total should provide, at a glance, the total fees and costs incurred to date for the project. 3. A copy of memoranda. letters, reports, calculations and other documentation prepared by CONSULTANT may be required to 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. 4. CONSULTANT shall submit to CITY an invoice for each monthly 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) 1--or 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 notifv 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 perlormance by CONSULTANT is in, or has been brought into compliance, or until this Agreement has expired or is terminated as provided herein. I Exhibit 13 �. 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. Exhibit B EXHIBIT B j \ ,. #9 Q 9rm •»R •© .,R !9, #K q 2 7 a# Z�G lam« ; U[ \ R \ ) § ` \w! ) - / 1 - ;\\# 0000 /)) \ } ) _ t � )! . . � �)! £ G G R o J !\ ;S` �`3 !| ;) #); a! A6 RO CERTIFICATE OF LIABILITY INSURANCE DATE (MIAIDD ) 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: It the certificate holder is an ADDITIONAL INSURED,the policy(ics)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 center rights to the certificate holder In lieu of such endorsement(s). PRODUCER CONTACT Cell Provo AssuredPariners of Minnesota LLC PHWJE (651)644-7200 (651)644-9137 o N al AIC No 2361 Hwy 35 W E-A.RESS: ceil.p m p rovo@assured artners.ce ADD INSURERS AFFORDING COVERAGE NAICI St.Paul MN 55113 INSURERA: Continental Cas CO 20443 INSURED INSURER B: American Casualty Cc Reading 20427 Disability Access Consultants,LLC INSURER C p Transportation Ins Co 20494 2862 Olive Highway INSURER 0: The Sentinel Insurance Company 11000 INSURER E: ORE Insurance Company OrOvllle CA 95965 INSURER F: COVERAGES CERTIFICATE NUMBER: 221'23 Masterl21/22 Pro( REVISION NUMBER: THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMEDABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT,TERM OR CONDITION OF ANY CONTRACTOR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERT IFICATE MAY BE ISSUED OR MAY PERTAIN,THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL.T)LE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES.LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. 1J0I POLICYEFF PWCY EXP LTR TYPE OF INSURANCE INSO Me POLICY NUMBER rwJDaYYYYI LIMITS X COMMERCIAL GENERAL UMBILI IY 2,000.000 EACH OCCURRENCE 5 CLAIASMAOE OCCUR PREMISES Ee occarar,co $ 1,000.000 LIED EXP A Ina m,..n S 10.000 A Y B6020052587 01/01/2022 01/01/2023 PERSONAL A AOV INJURY $ 2.000,000 GENL AGGREGATE LIMIT APPLIES 11IPER: GENERPLAGGREGATE S 4,000,000 X POLICY ID ¢CT u LOC PRODUCTS-COSIPIOPAGG $O. 4.000,000 OTHER: Employee Benefits $ 1.000.000 JOMOBLE LIABILITY COMBINED SINGLE LIMIT S 1.000.000 EaecdeenlANYAUTO BODILY INJURY(Par Ms.) S BOV ED SCHEDULED Y 6020004782 01/01/2022 011OV2.023 BODILY INJURY(Per accialene S AUTOS ONLY AUTOS HIRED NON C`ANEO P ERTY DA!MGE S AUTOSONLY AUTOSONLY Pa".04nl Medical payments S 5,000 x UMBRELLALIAB OCCUR EACH OCCURRENCE $ 5,000.000 C EXCESS UAB CLUMSIMDE Y 86020052637 01/01/'2022 01/011'2023 AGGREGATE $ 5.000.000 DED X RETENTION 5 0 5 MWERS COMPENSATION PER OTM- AND EMPLOYER5LABILIT-Y X BTATOTE ER ANY PROPRIETORIPAR1NERIEXECUIIVE YIN 1.000,000 D OFFICER/MEMBER EXCLUDED? NIA 41WBCAC5W3P 01/08/2022 01/0812023 E.L.EACII ACCIDENT S (Merest.,in NH) E.L.DISEASE-EA EMPLOYEE $ 1.000,000 u yea.Muse Pricier 1,000,000 DESCRIMIONOFOPERATIONSMImr E.L DISEASE-POLICY LIMIT $ Professional Liability E 130000005 03/13/2021 03113/2022 Limit $5,000,000 DESCRIPTION OF OPERATIONS LOCATIONS I VEHICLES(ACORD 101,Adi iftrial Remark+Schedule.may be anacM1ad 11 mpra space Is m9ulmd) The City of Huntington Beach,its officers,elected or appointed officals,employees•agents and volunteers are additional insureds as respect to General LiaOlGty,Auto Liability and Umbrella Liability. APPROVED AS TO FUkM By: MICHAEL E. ES Y CITY ATTORNEY CERTIFICATE HOLDER CANCELLATION ' ION SHOULD ANYOF THEABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF,NOTICE WILL BE DELIVERED IN City of Huntington Beach ACCORDANCE WITH THE POLICY PROVISIONS. 2000 Main Street AUTHORIZEDREPRESENIAVVE (� Huntington Beach CA 92648 loll," ty, S ©1988-2015 ACORD CORPORATION. All rights reserved. ACORD 25(2016103) The ACORD name and logo are registered marks of ACORD 278 RISK Fit �QJ13' PHfi:FIt CNA CNA8 3XX (o9-1 a) THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. PRIMARY AND NONCONTRIBUTORY- OTHER INSURANCE CONDITION This endorsement modifies insurance provided under the following: BUSINESSOWNERS COMMON POLICY CONDITIONS The following is added to Paragraph H. Other Insurance and supersedes any provision to the contrary: Primary And Noncontributory Insurance This insurance is primary to and will not seek contribution from any other insurance available to an additional insured under your policy provided that: 1. The additional insured is a Named Insured under such other insurance;and 2. You have agreed in writing in a contract or agreement that this insurance would be primary and would not seek contribution from any other insurance available to the additional insured. All other terms and conditions of the Policy remain unchanged. x I; s e� CNA80103XX (09-14) Page 1 of 1 Capynght,CNA All Rights Reserved.Includes copynghled malarial or Insurance Services Olrwe,Inc.,vnlh its permission 279 �/ SB146932G CNA (Ed. 10-19) BLANKET ADDITIONAL INSURED AND LIABILITY EXTENSION ENDORSEMENT This endorsement modifies insurance provided under the following: BUSINESSOWNERS LIABILITY COVERAGE FORM BUSINESSOWNERS COMMON POLICY CONDITIONS TABLE OF CONTENTS I. Blanket Additional Insured Provisions A. Additional Insured—Blanket Vendors B. Miscellaneous Additional Insureds C. Additional Provisions Pertinent to Additional Insured Coverage 1.a. Prima —Noncontributory provision 1.b. Definition of"written contract" 2. Additional Insured—Extended Coverage II. Liability Extension Coverages A. BodilyIn'ury —Expanded Definition B. Broad Knowledge of Occurrence C. Estates, Legal Representatives and Spouses D. Fellow Employee First Aid E. Legal Liability—Damage to Premises F. Personal and Advertising Injury—Discrimination or Humiliation G. Personal and Advertising Injury—Broadened Eviction H. Waiver of Subrogation—Blanket I. BLANKET ADDITIONAL INSURED PROVISIONS A. ADDITIONAL INSURED—BLANKET VENDORS Who Is An Insured is amended to include as an additional insured any person or organization (referred to below as vendor) with whom you agreed under a "written contract" to provide insurance, 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, subject to the following additional exclusions: 1. The insurance afforded the vendor does not apply to: a. "Bodily injury"or"property damage"for which the vendor is obligated to pay damages by reason of the assumption of liability in a contract or agreement. This exclusion does not apply to liability for damages that the vendor would have in the absence of the contract or agreement; b. Any express warranty unauthorized by you; c. Any physical or chemical change in the product made intentionally by the vendor; d. Repackaging, except when unpacked solely for the purpose of inspection, demonstration, testing, or the substitution of parts under instructions from the manufacturer, and then repackaged in the original container; e. Any failure to make such inspections, adjustments, tests or servicing as the vendor has agreed to make or normally undertakes to make in the usual course of business, in connection with the distribution or sale of the products; f. Demonstration, installation, servicing or repair operations, except such operations performed at the vendor's premises in connection with the sale of the product; g. Products which, after distribution or sale by you, have been labeled or relabeled or used as a container, part or ingredient of any other thing or substance by or for the vendor; or SB146932G (10-19) Page 1 of 7 Copyright,CNA NI Rights Resemrd. 280 S8146932G (Ed. 10-19) 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: (1) The exceptions contained in Subparagraphs d. or L; or (2) 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, frorn whom you have acquired such products, or any ingredient, part or container, entering into, accompanying or containing such products. 3. This provision 2. does not apply to any vendor included as an insured by an endorsement issued by us and made a part of this Policy. 4. This provision 2. does not apply if "bodily injury" or "property damage" included within the "products- completed operations hazard"is excluded either by the provisions of the Policy or by endorsement- B. MISCELLANEOUS ADDITIONAL INSUREDS 1. Who Is An Insured is amended to include as an insured any person or organization (called additional insured) described in paragraphs 3.a. through 3.j, below whom you are required to add as an additional insured on this policy under a"written contract." 2. However, subject always to the terms and conditions of this policy, including the limits of insurance, we will not provide the additional insured with: a. A higher limit of insurance than required by such "written contract;' b. Coverage broader than required by such "written contract" and in no event greater than that described by the applicable paragraph a.through k. below;or c. Coverage for "bodily injury" or "property damage" included within the "products-completed operations hazard" But this paragraph c. does not apply to the extent coverage for such liability is provided by paragraph 3.j. below. Any coverage granted by this endorsement shall apply only to the extent permitted by law. 3. Only the following persons or organizations can qualify as additional insureds under this endorsement: a. Controlling Interest Any persons or organizations with a controlling interest in you but only with respect to their liability arising x out of: a (1) such person ororganization's financial control of you; or te (2) Premises such person or organization owns, maintains or controls while you lease or occupy these premises; provided that the coverage granted to such additional insureds does not apply to structural alterations, new construction or demolition operations performed by or for such additional insured. b. Co-owner of Insured Premises A co-owner of a premises co-owned by you and covered under this insurance but only with respect to the co-owners liability for"bodily injury," "property damage" or "personal and advertising injury" as co- owner of such premises. c. Grantor of Franchise e Any person or organization that has granted a franchise to you, but only with respect to such person or organization's liability for "bodily injury... 'property damage," or "personal and advertising injury" as grantor of a franchise to you. SB146932G (10-19) Page 2 of 7 Copyright.CNA All Rights Reserved. 281 SB146932G (Ed. 10-19) d. Lessor of Equipment Any person or organization from whom you lease equipment, but only with respect to liability for "bodily injury," "property damage" or "personal and advertising Injury" caused in whole or in part by your maintenance, operation or use of such equipment, provided that the "occurrence" giving rise to such "bodily injury" or "property damage" or the offense giving rise to such "personal and advertising injury"takes place prior to the termination of such lease. e. Lessor of Land Any person or organization from whom you lease land, but only with respect to liability for"bodily injury," "property damage"or "personal and advertising injury" arising out of the ownership, maintenance or use of that specific part of the land leased to you, provided that the "occurrence" giving rise to such "bodily injury" or "property damage" or the offense giving rise to such "personal and advertising injury,"takes place prior to the termination of such lease. The insurance hereby afforded to the additional insured does not apply to structural alterations, new construction or demolition operations performed by, on behalf of or for such additional insured. f. Lessor of Premises An owner or lessor of premises leased to you, or such owner or lessor's real estate manager, but only with respect to liability for "bodily injury," "property damage' or "personal and advertising injury" arising out of the ownership, maintenance or use of such part of the premises leased to you, and provided that the "occurrence" giving rise to such "bodily injury" or"property damage" or the offense giving rise to such "personal and advertising injury," takes place prior to the termination of such lease, The insurance hereby afforded to the additional insured does not apply to structural alterations, new construction or demolition operations performed by, on behalf of or for such additional insured. g. Mortgagee, Assignee or Receiver A mortgagee, assignee or receiver of premises but only with respect to such mortgagee, assignee, or receivers liability for "bodily injury... 'property damage" or "personal and advertising injury" arising out of the ownership, maintenance, or use of a premises by you. This insurance does not apply to structural alterations, new construction or demolition operations performed by, on behalf of or for such additional insured. h. State or Political Subdivisions A state or government agency or subdivision or political subdivision that has issued a permit or authorization, but only with respect to such government agency or subdivision or political subdivision's liability for"bodily injury,""property damage"or"personal and advertising injury"arising out of: (1) The following hazards in connection with premises you own, rent, or control and to which this insurance applies: (a) The existence, maintenance, repair, construction, erection, or removal of advertising signs, awnings, canopies, cellar entrances, coal holes, driveways, manholes, marquees, hoistaway openings, sidewalk vaults, street banners, or decorations and similar exposures; or (b) The construction, erection,or removal of elevators; or (c) The ownership, maintenance or use of any elevators covered by this insurance; or (2) The permitted of authorized operations performed by you or on your behalf. But the coverage granted by this paragraph does not apply to: (a) "Bodily injury", "property damage" or "personal and advertising injury" arising out of operations performed for the state or government agency or subdivision or political subdivision; or (b) "Bodily injury" or "property damage" included within the "products-completed operations hazard" With respect to this provision's requirement that additional insured status must be requested under a "written contract,"we will treat as a"written contract"any governmental permit that requires you to add the governmental entity as an additional insured. SB146932G (10-19) Page 3 of 7 Copyright,CNA All Rights Reserved. 282 SB146932G (Ed. 10-19) I. Trade Show Event Lessor With respect to your participation in a trade show event as an exhibitor, presenter or displayer, any person of organization whom you are required to include as an additional insured, but only with respect to such person or organization's liability for "bodily Injury," "property damage," or "personal and advertising Injury"caused by: a. Your acts or omissions; or b. Acts or omissions of those acting on your behalf; in the performance of your ongoing operations at the trade show premises during the trade show event. j. Other Person or Organization Any person or organization who is not an additional insured under paragraphs a. through I. 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 your acts or omissions. The coverage granted by this paragraph does not apply to any person or organization: (1) For "bodily injury," "property damage," or "personal and advertising Injury" arising out of the rendering or failure to render any professional services; (2) For "bodily Injury" or "property damage" included in the "products-completed operations hazard."But this provision (2)does not apply to such"bodily injury"or"property damage"if: (a) It is entirely due to your negligence and specifically results from your work for the additional insured which is the subject to the"written contract"; and (b) The"written contract"requires you to make the person or organization an additional insured for such"bodily injury"or"property damage", or (3) Who is afforded additional insured coverage under another endorsement attached to this policy. C. ADDITIONAL PROVISIONS PERTINENT TO ADDITIONAL INSURED COVERAGE 1. With respect only to additional insured coverage provided under paragraphs A. and B. above: a. The BUSINESSOWNERS COMMON POLICY CONDITIONS are amended to add the following to the Condition entitled Other Insurance: This insurance is excess of all other insurance available to an additional insured whether primary, excess, contingent or on any other basis. However, if a "written contract" requires that this insurance be either primary or primary and noncontributing, then this insurance will be primary and non-contributory relative solely to insurance on which the additional insured is a named insured. b. Under Liability and Medical Expense Definitions, the following definition is added: "Written contract" means a written contract or agreement that requires you to make a person or organization an additional insured on this policy, provided the contract or agreement: (1) Is currently in effect or becomes effective during the term of this policy; and (2) Was executed prior to: (a) The"bodily Injury"or"property damage"or e (b) The offense that caused the "personal and advertising injury", for which the additional insured seeks coverage. 2. With respect to any additional insured added by this endorsement or by any other endorsement attached to this Coverage Part, the section entitled Who Is An Insured is amended to make the following natural persons insureds. If the additional insured is: a. An individual, then his or her spouse is an insured; SB146932G (10-19) Page 4 of 7 Copyright,CNA All Rights Reserved. 283 SB146932G (Ed. 10-19) b. A partnership or joint venture, then its partners, members and their spouses are insureds; c. A limited liability company, then its members and managers are insureds; d. An organization other than a partnership, joint venture or limited liability company, then its executive officers, directors and shareholders are insureds; or e. Any type of entity, then its employees are insureds; but only with respect to locations and operations covered by the additional insured endorsement's provisions, and only with respect to their respective roles within their organizations. Furthermore, employees of additional insureds are not insureds with respect to liability arising out of: (1) "Bodily injury" or "personal and advertising injury" to any fellow employee or to any natural person listed in paragraphs a.through d. above; (2) "Property damage"to property owned, occupied or used by their employer or by any fellow employee; or (3) Providing or failing to provide professional health care services. II. LIABILITY EXTENSION COVERAGES It is understood and agreed that this endorsement amends the Businessowners Liability Coverage Form. If any other endorsement attached to this policy amends any provision also amended by this endorsement, then that other endorsement controls with respect to such provision, and the changes made by this endorsement to such provision do not apply. A. Bodily injury —Expanded Definition Under Liability and Medical Expenses 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 deallt, humiliation, shock, mental anguish or mental injury by that person at any time which results as a consequence of the physical injury, sickness or disease. B. Broad Knowledge of Occurrence Under Businessowners Liability Conditions, the Condition entitled Duties In The Event of Occurrence, Offense, Claim or Suit is amended to add the following: Paragraphs a. and b. above apply to you or to any additional insured only when such "occurrence," offense, claim or"suit"is known to: (1) You or any additional insured that is an individual; (2) Any partner, if you or an additional insured is a partnership; (3) Any manager, if you or an additional insured is a limited liability company; (4) Any"executive officer"or insurance manager, if you or an additional insured is a corporation; (5) Any trustee, if you or an additional insured is a trust;or (6) Any elected or appointed official, if you or an additional insured is a political subdivision or public entity. This paragraph applies separately to you and any additional insured. C. Estates, Legal Representatives and Spouses The estates, heirs, legal representatives and spouses of any natural person insured shall also be insured under this policy; provided,however,coverage is afforded to such estates, heirs, legal representatives and spouses only for claims arising solely out of their capacity as such and, in the case of a spouse, where such claim seeks damages from marital common property, jointly held property, or property transferred from such natural person insured to such spouse. No coverage is provided for any act, error or omission of an estate, heir, legal representative or spouse outside the scope of such person's capacity as such, provided however (hat the spouse of a natural person Named Insured and the spouses of members or partners of joint venture or partnership Named Insureds are insureds with respect to such spouses'acts, errors or omissions in the conduct of the Named Insured's business. SB146932G (10-19) Page 5 of 7 Copyrlghl,CNA All Rights Reserved. 284 SB146932G (Ed. 10-19) D. Fellow Employee First Aid Coverage In the section entitled Who Is An Insured, paragraph 2.a.1. is amended to add the following: The limitations described in subparagraphs 2.a.1.(a), (b) and (c) do not apply to your "employees" for "bodily injury" that results from providing cardiopulmonary resuscitation or other first aid services to a co-"employee" or "volunteer worker" that becomes necessary while your "employee" is performing duties in the conduct of your business. Your "employees" are hereby insureds for such services. But the insured status conferred by this provision does not apply to "employees" whose duties in your business are to provide professional health care services or health examinations. E. Legal Liability—Damage To Premises 1. Under B. Exclusions, 1. Applicable to Business Liability Coverage, Exclusion k. Damage To Property, is replaced by the following: k. Damage To Property "Property damage"to: 1. Property you own, fen[ 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; 3. Property loaned to you, 4. Personal property in the care,custody or control of the insured; 5. That particular part of any real property on which you or any contractors or subcontractors working directly or indirectly in 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. 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 1, 3, and 4, of this exclusion do not apply to "property damage" (other than damage by fire or explosion) to prernises: (1) rented to you: (2) temporarily occupied by you with the permission of the owner, or (3) to the contents of 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— Liability and Medical Expenses Limits of Insurance. Paragraphs 3,4, 5, and 6 of this exclusion do not apply to liability assumed under a sidetrack agreement. Paragraph 6 of this exclusion does not apply to 'property damage" included in the "products- completed operations hazard." 2. Under B. Exclusions, 1. Applicable to Business Liability Coverage, the following paragraph is added, and replaces the similar paragraph, if any, beneath paragraph (14) of the exclusion entitled Personal and Advertising Injury: Exclusions c, d, e, f, g, h, i, k, I, m, n, and o, do not apply to damage by fire to premises while rented to you or temporarily occupied by you with permission of the owner or to the contents of premises rented to you for a period of 7 or fewer consecutive days. A separate limit of insurance applies to this coverage as described in Section D. Liability And Medical Expenses Limits Of Insurance. SB146932G (10-19) Page 6 of 7 Copyright,CNA All Rights Reserved. 285 SB146932G (Ed. 10-19) 3. The first Paragraph under item 5. Damage To Premises Rented To You Limit of the section entitled Liability And Medical Expenses Limits Of Insurance is replaced by the following: The most we will pay under Business Liability for damages because of "property damage" to any one premises, while rented to you or temporarily occupied by you with the permission of the owner, including contents of such premises rented to you for a period of 7 or fewer consecutive days, is the Damage to Premises Rented to You Limit. The Damage to Premises Rented to You Limit is the greater of. a. $1.000,000: or b. The Damage to Premises Rented to You Limit shown in the Declarations. F. Personal and Advertising Injury—Discrimination or Humiliation 1. Under Liability and Medical Expenses Definitions, the definition of "personal and advertising injury" is amended to add the following: h. Discrimination or humiliation that results in injury to the feelings or reputation of a natural person, but only if such discrimination or humiliation is: (1) Not done intentionally by or at the direction of: (a) The insured,or (b) Any "executive officer," director, stockholder, partner, member or manager(if you are a limited liability company)of the insured: and (2) Not directly or indirectly related to the employment, prospective employment, past employment or termination of employment of any person or person by any insured. 2. Under B. Exclusions, 1. Applicable to Business Liability Coverage, the exclusion entitled Personal and Advertising Injury is amended to add the following additional exclusions: (15)Discrimination Relating to Room, Dwelling or Premises Caused by discrimination directly or indirectly related to the sale, rental, lease or sub-lease or prospective sale, rental, lease or sub-lease of any room, dwelling or premises by or at the direction of any insured. (16)Employment Related Discrimination Discrimination or humiliation directly or indirectly related to the employment, prospective employment, past employment or termination of employment of any person by any insured. (17)Fines or Penalties Fines or penalties levied or imposed by a governmental entity because of discrimination. 3. This provision (Personal and Advertising Injury — Discrimination or Humiliation) does not apply if Personal and Advertising Injury Liability is excluded either by the provisions of the Policy or by endorsement. G. Personal and Advertising Injury - Broadened Eviction Under Liability and Medical Expenses Definitions, the definition of 'Personal and advertising injury' is amended to delete Paragraph c. and replace it with the following: 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. H. Waiver of Subrogation—Blanket We waive any right of recovery we may have against: a. Any person or organization with whom you have a written contract that requires such a waiver. All other terms and conditions of the Policy remain unchanged. SB146932G (10-19) Page 7 of 7 Copyright,CNA NI Rights Reserved. 286 CNA SB-300000-D (Ed. 04/14) BUSINESSOWNERS 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 policy the words "you"and "your" refer to the Named Insured shown in the Declarations. The words 'eve," "us"and"our" refer to the company providing the insurance. 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 DEFINITIONS. A. Coverages (c) Prior to the policy period, no insured 1. Business Liabilitylisted under Paragraph CA. Who Is d Injury, Pr An Insured and no "employee" Damage, Personal andd Advertising rtising Injury))Property authorized by you to give or receive a. We will pay those sums that the insured notice of an "occurrence" or claim, becomes legally obligated to pay as damages knew that the "bodily injury" or because of"bodily injury," "property damage" "property damage" had occurred, in or "personal and advertising injury" to which whole or in part. If such a listed this insurance applies. We will have the right insured or authorized "employee" and duty to defend the insured against any knew, prior to the policy period, that "suit" seeking those damages. However, we the "bodily injury" or "properly will have no duly to defend the insured damage" occurred, then any against any"suit"seeking damages for"bodily continuation, change or resumption of injury," "property damage" or "personal and such "bodily injury" or "property advertising injury," to which this insurance damage" during or after the policy does not apply. We may at our discretion, period will be deemed to have been investigate any "occurrence" or any offense known before the policy period. and settle any claim or "suit" that may result. But: (2) To "personal and advertising injury' caused by an offense arising out of your (1) The amount we will pay for damages is business, but only if the offense was limited as described in Section D — committed in the "coverage territory" Liability And Medical Expenses Limits Of during the policy period. Insurance; and c. "Bodily injury" or "properly damage" which (2) Our right and duly to defend ends when occurs during the policy period and was not, we have used up the applicable limit of prior to the policy period, known to have insurance in the payment of judgments or occurred by any insured listed under Section settlements or medical expenses to which C.I. Who Is An Insured or any "employee" 2 this insurance applies. authorized by you to give or receive notice of a an "occurrence" or claim, includes any No other obligalion or liability to pay sums or continuation, change or resumption of "bodily perform acts or services is covered unless injury" or "property damage" after the end of explicitly provided for under Coverage the policy period. Extension— Supplementary Payments. d. "Bodily injury' or "property damage" will be b. This insurance applies: deemed to have been known to have (1) To "bodily injury" and "property damage" occurred at the earliest time when any insured E� only if: listed under Section C.1. Who Is An Insured or any "employee" authorized by you to give (a) The "bodily injury' or "property or receive notice of an"occurrence"or claim: damage" is caused by an "occurrence" that takes place in the (1) Reports all, or any part, of the "bodily "coverage territory"; injury" or "property damage" to us or any other insurer; (b) The "bodily injury' or "property damage" occurs during the policy (2) Receives a written or verbal demand or period; and claim for damages because of the "bodily injury"or"property damage",or SB-300000-D Includes copyrighted maledal of Insurance Services Office,Inc.,wth its permission Page 1 of 16 (Ed. 04/14) 287 513.30000D-D (Ed. 04/14) (3) Becomes aware by any other means that (2) If we defend an insured against a "suit" "bodily injury' or "property damage" has and an indemnitee of the insured is also occurred or has begun to occur. named as a party to the "suit," we will e. Damages because of "bodily injury" include defend that indemnitee if all of the damages claimed by any person or following conditions are mei: organization for care, loss of services or death (a) The "suit" against the indemnitee resulting at any time from the"bodily injury." seeks darnages for which the insured f. Coverage Extension — Supplementary has assumed the liability of the Payments indemnitee in a contract or agreement that is an "insured (1) In addition to the Limit of Insurance of contract" Liability we will pay, with respect to any (b) This insurance applies to such claim we investigate or settle, or any ability assumed by the insured; "suit" against an insured we defend: (a) All expenses we incur. (c) The obligation to defend, or the cost of the defense of, that indemnitee. (b) Up to $1.000 for cost of bail bonds has also been assumed by the required because of accidents or insured in the same "insured traffic law violations arising out of the contract"; use of any vehicle to which Business (d) The allegations in the "suit" and the Liability Coverage for "bodily injury" information we know about the applies. We do not have to furnish "occurrence"are such that no conflict these bonds. appears to exist between the (c) The cost of bonds to release interests of the insured and the attachments, but only for bond interests of the indemnilee: amounts within our Limit of Insurance. We do not have to furnish (e) The indemnitee and the insured ask these bonds. us to conduct and control the defense of that indemnitee against such "suit" (d) All reasonable expenses incurred by and agree that we can assign the the insured at our request to assist us same counsel to defend the insured in the investigation or defense of the and the indemnitee; and claim or"suit,"including actual loss of (f) The indemnitee: earnings up to$250 a day because of time off from work. (i) Agrees in writing to: (e) All court costs taxed against the L Cooperate with us in the insured in the "suit" However, these investigation, settlement or payments do not include attorneys' defense of the "suit"; fees or attorney expenses fazed against the insured. ii. Immediately send us copies of any demands, notices, (f) Prejudgment interest awarded summonses or legal papers against the insured on that part of the received in connection with judgment we pay. If we make an offer the "suit"; to pay the Limit of Insurance, we will iii. Notify any other insurer not pay any prejudgment interest based on that period of time after the whose coverage is available offer. to the indemnitee; and (g) All interest on the full amount of any iv. Cooperate with us with judgment that accrues after entry of respect to coordinating other the judgment and before we have applicable insurance paid, offered to pay, or deposited in available to the indemnitee; court the part of the judgment that is and within our Limit of Insurance. (ii) Provides us with written These payments will not reduce the authorization to: Limits of Insurance. SB-300000-D Includes copyrighted material of Insurance Services Office,Inc.,with its permission Page 2 of 16 (Ed. 04114) 288 SB-300000-D (Ed. 04/14) I. Obtain records and other applicable Limit of Insurance. We will pay information related to the reasonable expenses for: "suit", and (1) First aid administered at the time of an ii. Conduct and control the accident; defense of the indemnitee in such"suit." (2) Necessary medical, surgical, x-ray and dental services, including prosthetic (3) So long as the above conditions are met, devices; and attorneys' fees incurred by us in the (3) Necessary ambulance, hospital, a litigation expenses incurred by us and defense that indemnitee, necessary professional nursing and funeral services. necessary litigation expenses incurred by B. Exclusions the indemnitee at our request will be paid as Supplementary Payments. 1. Applicable To Business Liability Coverage Notwithstanding the provisions of This insurance does not apply to: Paragraph B.1.b.(2) Exclusions in Section B - EXCLUSIONS, such payments will a. Expected Or Intended Injury not be deemed to be damages for "bodily "Bodily injury' or"property damage" expected injury"and"property damage" and will not or intended from the standpoint of the insured. reduce the limits of insurance. This exclusion does not apply to "bodily Our obligation to defend an insured's injury" resulting from the use of reasonable indemnitee and to pay for attorneys' fees force to protect persons or property. and necessary litigation expenses as b. Contractual Liability Supplementary Payments ends when: (a) We have used up the applicable limit "Bodily injury' or "property damage" for which he insured is obligated to pay damages by of insurance in the payment of reason of the assumption of liability in a judgments or settlements; or contract or agreement. This exclusion does (b) The conditions set forth above, or the not apply to liability for damages: terms of the agreement described in f. above are no longer met. (1) That the insured would have in the absence of the contract or agreement; or 2. Medical Expenses (2) Assumed in a contract or agreement that a. We will pay medical expenses as described is an "insured contract," provided the below for "bodily injury" caused by an "bodily injury' or "properly damage" accident: occurs subsequent to the execution of the contract or agreement. Solely for the (1) On premises you own or rent; purposes of liability assumed in an (2) On ways next to premises you own or "insured contract," reasonable attorney rent; or fees and necessary litigation expenses incurred by or for a party other than an (3) Because of your operations; insured are deemed to be damages provided that: because of "bodily injury" or "property damage,"provided: (a) The accident takes place in the "coverage territory" and during the (a) Liability to such party for, or for the policy period; cost of, that party's defense has also been assumed in the same "insured o (b) The expenses are incurred and contract"; and reported to us within one year of the date of the accident; and (b) Such attorney fees and litigation expenses are for defense of that (c) The injured person submits to party against a civil or alternative examination, at our expense, by dispute resolution proceeding in physicians of our choice as often as which damages to which this we reasonably require. insurance applies are alleged. b. We will make these payments regardless of c. Liquor Liability fault. These payments will not exceed the "Bodily injury" or "property damage" for which any insured may be held liable by reason of: SB-300000-D Includes copyrighted material of Insurance Serrices Office,Inc.,vnth Its permission Page 3 of 16 (Ed. 04/14) 289 SB-300000-D (Ed. 04114) (1) Causing or contributing to the intoxication migration, release or escape of of any person; .,pollutants": (2) The furnishing of alcoholic beverages to a (a) At or from any premises, site or person under the legal drinking age or location which is or was at any time under the influence of alcohol; or owned or occupied by, or rented of (3) Any statute, ordinance or regulation loaned to, any insured. However, this relating to the sale, gift, distribution or use subparagraph does not apply to: of alcoholic beverages. (i) "Bodily injury" if sustained within This exclusion applies even if the claims a building and caused by smoke, allege negligence or other wrongdoing in: fumes, vapor soot from to equipment used to heat, cool or (a) The supervision, hiring, employment, dehumidify the building or training or monitoring of others by an equipment that is used to heal insured; or water for personal use by the buildings occupants or their (b) Providing or failing to provide guests; transportation with respect to any person that may be under the influence of alcohol (ii) "Bodily injury' or "property lies only If you are in the damage" for which you may be This exclusion applies y y held liable, if you are a contractor business of manufacturing, distributing, and the owner or lessee of such selling, serving or furnishing alcoholic premises, site or location has beverages. been added to your policy as an d. Workers' Compensation And Similar Laws additional insured with respect to your ongoing operations Any obligation of the insured under a workers' performed for that additional compensation, disability benefits of insured at that premises, site or unemployment compensation law or any location and such premises, site similar law. or location is not and never was e. Employer's Liability owned or occupied by, or rented or loaned to, any insured, other "Bodily Injury"to: than that additional insured; or (1) An "employee" of the insured arising out nl "Bodily injury" or "property of and in the course of: damage" arising out of heat, smoke or furnes from a "hostile (a) Employment by the insured; or fire'; (b) Performing duties related to the (b) At or from any premises, site or conduct of the insured's business;or location which is or was at any time (2) The spouse, child, parent, brother or used by or for any insured or others sister of that "employee" as a for the handling, storage, disposal, consequence of(1) above. processing or treatment of waste, This exclusion applies: (c) Which are or were at any time transported, handled, stored, treated, (1) Whether the insured may be liable as an disposed of, or processed as waste employer or in any other capacity; and by or for: (2) To any obligation to share damages with (i) Any insured; or or repay someone else who must pay damages because of the injury. (ii) Any person or organization for whom you may be legally This exclusion does not apply to liability responsible; or assumed by the insured under an "insured contract" (d) At or from any premises, site or location on which any insured or any f. Pollution contractors or subcontractors working (1) "Bodily injury" or "property damage" directly or indirectly on any insured's arising out of the actual, alleged or behalf are performing operations if threatened discharge, dispersal, seepage, the "pollutants" are brought on or to the premises, site or location in SB-300000-D Includes copyrighted material of Insurance Services Offico,Inc.,with Its pennlssion Page 4 of 16 (Ed. 04/14) 290 SB-300000-D (Ed. 04/14) connection with such operations by a. Request, demand, order or statutory such insured, contractor or or regulatory requirement that any subcontractor. However, this insured or others test for, monitor, subparagraph does not apply to: clean up, remove, contain, treat, (i) "Bodily injury" or "property detoxify or neutralize, or in any way respond to, or assess the effects of, damage" arising out of the escape of fuels, lubricants or "pollutants"; or other operating fluids which are b. Claim or "suit" by or on behalf of a needed to perform the normal governmental authority for damages electrical, hydraulic or because of testing for, monitoring, mechanical functions necessary cleaning up, removing, containing, for the operation of "mobile treating, detoxifying or neutralizing, or equipment" or its parts, if such in any way responding to, or fuels, lubricants or other assessing the effects of, "pollutants" operating fluids escape from a However, this paragraph does not apply vehicle part designed to hold, to liability for damages because of store or receive them. This exception does not apply if the "property damage" that the insured would "bodily injury" or "property have in the absence of such request, damage" arises out of the demand, order or statutory or regulatory intentional discharge, dispersal requirement or such claim or "suit" by or or release of the fuels, lubricants on behalf of a governmental authority. or other operating fluids, or if g, Aircraft, Auto Or Watercraft such fuels, lubricants or other operating fluids are brought on or "Bodily injury" or "property damage" arising to the premises, site or location out of the ownership, maintenance, use or with the intent that they be entrustment to others of any aircraft, "auto" or discharged, dispersed or watercraft owned or operated by or rented or released as part of the loaned to any insured. Use includes operation operations being performed by and"loading or unloading." such insured, contractor or This exclusion applies even if the claims subcontractor; allege negligence or other wrongdoing in the (ii) "Bodily injury" or "property supervision, hiring, employment, training or damage" sustained within a monitoring of others by an insured, if the building and caused by the "occurrence" which caused the "bodily injury" release of gases, fumes or or"property darnage" involved the ownership, vapors from materials brought maintenance, use or entrustment to others of into that building in connection any aircraft, "auto" or watercraft that is owned with operations being performed or operated by or rented or loaned to any by you or on your behalf by a insured. contractor or subcontractor;or This exclusion does not apply to: (iii) "Bodily injury" or "property (1) An aircraft that is: damage" arising out of heat, smoke or fumes from a "hostile (a) Hired, chartered, or loaned with a fire." paid crew; but o (e) At or from any premises, site or (b) Not owned by any insured; B location on which any insured or any contractors or subcontractors working (2) A watercraft while ashore on premises directly or indirectly on any insured's you own or rent; behalf are performing operations if (3) A watercraft you do not own that is: e the operations are to test for, monitor, clean up, remove, contain, treat, (a) Less than 51 feet long; and detoxify or neutralize, or in any way (b) Not being used to carry persons or respond to, or assess the effects of, property for a charge; "pollutants." (4) Parking an "auto" on, or on the ways next (2) Any loss, cost or expense arising out of to, premises you own or rent, provided any: SB-300000-D Inckides copyrighted matedal of Insurance SenAces Office,Inc,wth Its permission Page 5 of 16 (Ed. 04114) 291 SB-300000-1) (Ed. 04/14) the "auto" is not owned by or rented or (6) Any service, treatment, advice or loaned to you or the insured; instruction for the purpose of appearance (5) Liability assumed under any "insured or skin enhancement, hair removal or contract" for the ownership, maintenance eplacement or personal grooming; or use of aircraft or watercraft, or (7) Optometry or optical or hearing aid (6) "Bodily injury" or "property damage" services including the prescribing, arising out of the operation of any of the preparation, fitting, demonstration or following equipment: distribution of ophthalmic lenses and similar products or hearing aid devices; (a) Cherry pickers and similar devices O Body 8 mounted on automobile or truck piercing services; chassis and used to raise or lower (9) Services in the practice of pharmacy; workers; and (10)Veterinary medicine services; (b) Air compressors, pumps and generators, including spraying, (11)Mortician services; and welding, building cleaning, (12)Services rendered in connection with the geophysical exploration, lighting and creation and/or development, well servicing equipment. modification, or repair of "software," h. Mobile Equipment including, but not limited to design, specifications, system or "software" "Bodily injury" or "property damage" arising configuration and consultation. out of: This exclusion applies even if the claims (1) The transportation of "mobile equipment" allege negligence or other wrongdoing in the by an "auto" owned or operated by or supervision, hiring, employment, training or rented or loaned to any insured; or monitoring of others by an insured, if the (2) The use of "mobile equipment" in, or "occurrence" which caused the "bodily injury" while in practice for, or white being or "property darnage," or the offense which prepared far, any prearranged racing, caused the "personal and advertising injury," speed, demolition or stunting activity. involved the rendering or failure to render any professional service. i. War k. Damage To Property "Bodily injury" or "property damage" due to war, whether or not declared, or any act or "Property damage"to: condition incident to war, War includes civil (1) Property you own, rent or occupy, war, insurrection, rebellion or revolution. This including any costs or expenses incurred exclusion applies only to liability assumed by you, or any other person, organization under a contract or agreement. or entity, for repair, replacement, j. Professional Services enhancement, restoration or maintenance of such property for any reason, including "Bodily injury," "property damage," "personal prevention of injury to a person or and advertising injury" caused by the damage to another's property; rendering or failure to render any professional (2) Premises you sell, give away or abandon, service. This includes but is not limited to: if the "property damage" arises out of any (1) Legal, accounting or advertising services; part of those premises, (2) Preparing, approving, or failing to prepare (3) Property loaned to you; or approve maps, drawings, opinions, (4) Personal property in the care, custody or reports, surveys, change orders, designs control of the insured; or specifications; (3) Supervisory, inspection or engineering (5) That particular part of real property on services; which you or any contractor or subcontractor working directly or (4) Medical, surgical, dental, x-ray or nursing indirectly on your behalf is performing services treatment, advice or instruction; operations, if the "property damage" (5) Any health or therapeutic service arises out of those operations; or treatment, advice or instruction; SB-300000-D Includes copyrighted material of Insurance Services Office, Inc.,With its permission Page 6 of 16 (Ed. 04114) 292 SB-300000-D (Ed. 04114) (6) That particular part of any property that o. Recall Of Products, Work Or Impaired must be restored, repaired or replaced Property because "your work" was incorrectly Damages claimed for any loss, cost or performed on it. expense incurred by you or others for the loss Paragraphs (1), (3) and (4) of this exclusion of use, withdrawal, recall, inspection, repair, do not apply to "property damage" (other than replacernenl, adjustment, removal or disposal damage by fire or explosion) to premises, of: including the contents of such premises, rented to you for a period of 7 or fewer (1) "Your product"; consecutive days. A separate limit of (2) "Your work"; or insurance applies to Damage To Premises Rented To You as described in Paragraph D. (3) "Impaired property"; Liability And Medical Expenses Limit Of if such product, work or property is withdrawn Insurance. or recalled from the market or from use by any Paragraph (2) of this exclusion does not apply person or organization because of a known or if the premises are "your work" and were suspected defect, deficiency, inadequacy or never occupied, rented or held for rental by dangerous condition in it. you p. Personal And Advertising Injury Paragraphs (3), (4), (5) and (6) of this "Personal and advertising injury': exclusion do not apply to liability assumed under a sidetrack agreement. (1) Caused by or at the direction of the insured with the knowledge that the act Paragraph (6) of this exclusion does not apply would violate the rights of another and to 'property damage" included in the would inflict "products—completed operations hazard." injury"; "personal and advertising I. Damage To Your Product 2 ( ) Arising out of oral or written publication of "Property damage" to "your product" arising material, if done by or at the direction of out of it or any part of it. the insured with knowledge of its falsity; rn. Damage To Your Work (3) Arising out of oral or written publication of material whose first publication took place "Property damage" to "your work" arising out before the beginning of the policy period; of it or any part of it and included in the 4 Arising out of a criminal act committed b "products—completed operations hazard." ( ) 9 y a This exclusion does not apply if the damaged or at the direction of any insured; work or the work out of which the damage (5) For which the insured has assumed arises was performed on your behalf by a liability in a contract or agreement. This subcontractor. exclusion does not apply to liability for damages that the insured would have in g n. Damage To Impaired Property Or Property the absence of the contract or agreement; Not Physically Injured "Property damage" to "impairedproperty" or (6) Arising out of a breach to contract, except P Y 9 P an implied contract to use another's Property that has not been physically injured, advertising idea in your"advertisement"; arising out of: (7) Arising out of the failure of goods, (1) A defect, deficiency, inadequacy or products or services to conform with any dangerous condition in "your product" or statement of quality or performance made "your work"; or in your"advertisement", (2) A delay or failure by you or anyone acting (8) Arising out of the wrong description of the on your behalf to perform a contract or price of goods, products or services agreement in accordance with its terms. staled in your"advertisement' This exclusion does not apply to the loss of (9) Committed by an insured whose business use of other property arising out of sudden s: c and accidental physical injury to "your product"or"your work"after it has been put to (a) Advertising, broadcasting, publishing its intended use. or telecasting, SB-300000-0 Includes copyrighted material of Insurance Services Office,Inc.,vnth its permission Page 7 of 16 (Ed. 04/14) 293 SB-300000-D (Ed. 04/14) (b) Designing or determining content of Damage To Premises Rented To You Limit of web-sites for others; or Insurance applies to this coverage as ( described in Paragraph D. Liability And c) An Internet search, access, content Medical Expenses Limits of Insurance. or service provider. However, this exclusion sloes not apply to q. Electronic Data Paragraphs 14.a., b. and c. of "personal Damages arising out of the loss of, loss of use and advertising injury" under Paragraph of, damage to, corruption of, inability to F. Liability And Medical Expenses access, or inability to manipulate electronic Definitions. data. For the purposes of this exclusion, the As used in this exclusion, electronic data placing of frames, borders or links, or means information, facts or programs stored advertising, for you or others anywhere as or on, created or used on, or transmitted to on the Internet, by itself, is not considered or from computer software, including systems the business of advertising, broadcasting, and applications software, hard or floppy publishing or telecasting. disks, CD-ROMs. tapes, drives, cells, data processing devices or any other media which (10)Arising out of the actual, alleged or are used with electronically controlled threatened discharge, dispersal, seepage, migration, release or escape of equipment. "pollutants"at any time. 2. Applicable To Medical Expenses Coverage (11)With respect to any loss, cost or expense We will not pay expenses for"bodily injury": arising out of any: a. To any insured, except"volunteer workers." (a) Request, demand or order that any b. To a person hired to do work for or on behalf insured or others test for, monitor, clean-up, remove, contain, treat, of any insured or a tenant of any insured. detoxify or neutralize or in any way c. To a person injured on that part of premises respond to, or assess the effects of, you own or rent that the person normally "pollutants';or occupies. (b) Claim or "suit" by or on behalf of a d. To a person, whether or not an "employee" of governmental authority for damages any insured, if benefits for the "bodily injury" because of testing for, monitoring, are payable or must be provided under a cleaning up, removing, containing, workers' compensation or disability benefits treating, detoxifying or neutralizing or law or a similar law. in any way responding to, or assessing the effects of, "pollutants." e• To a person injured while taking part in athletics. (12)Arising out of an electronic chatroorn or bulletin board the insured hosts, owns or If. Included within the "products — completed over which the insured exercises control. operations hazard." (13)Arising out of the infringement of g Excluded under Business Liability Coverage. copyright, patent, trademark, trade secret h. Due to war, whether or not declared, or any or other intellectual property rights. act or condition incident to war. War includes However, this exclusion does not apply to civil war, insurrection, rebellion or revolution. infringement, in your "advertisement," of 3. Applicable To Both Business Liability Coverage copyright, trade dress or slogan. And Medical Expenses Coverage — Nuclear (14)Arising out of the unauthorized use of Energy Liability Exclusion another's name or product in your e-mail This insurance does not apply: address, domain name or melatags, or any other similar tactics to mislead a. Under Business Liability Coverage, to "bodily another s potential customers. injury"or"property damage": Exclusions c., d., e., f., g., If., i., k., I., m., n. (1) With respect to which an insured under and o. in Section II—Liability do not apply to the policy is also an insured under a damage by fire or explosion to premises while nuclear energy liability policy issued by rented to you, or temporarily occupied by you the Nuclear Energy Liability Insurance with permission of the owner. A separate Association, Mutual Atomic Energy SB-300000-D Includes copyrighted material of Insurance Scrvlces Office, Inc.,w,lh its permfsslon Page 8 of 16 (Ed. 04/14) 294 SB-300000-0 (Ed. 04114) Liability Underwriters or Nuclear (1) "By-product material" has the meaning Insurance Association of Canada, or given it in the Atomic Energy Act of 1954 would be an insured under any such or in any law amendatory thereof, policy but for its termination upon exhaustion of its limit of liability; or (2) "Hazardous properties" include radioactive, toxic or explosive properties; (2) Resulting from the "hazardous properties" of "nuclear material" and with respect to (3) "Nuclear facility" means: which: (a) Any"nuclear reactor"; (a) Any person or organization is (b) Any equipment or device designed or required to maintain financial used for: protection pursuant to the Atomic Energy Act of 1954, or any law (i) Separating the isotopes of amendatory thereof; or uranium or pluloniurn; (b) The insured is, or had this policy not (ii) Processing or utilizing "spent been issued would be, entitled to fuel'; or indemnity from the United States of (iii) Handling, processing or America, or any agency thereof, packaging Avaste"; under any agreement entered into by the United States of America, or any (c) Any equipment or device used for the agency thereof, with any person or processing, fabricating or alloying of organization. "special nuclear material" if at any time the total amount of such material b. Under Medical Expenses Coverage, to in the custody of the insured at the expenses incurred with respect to "bodily premises where such equipment or injury" resulting from the "hazardous device is located consists of or properties" of "nuclear material" and arising contains more than 25 grams of out of the operation of a "nuclear facility" by plutonium or uranium 233 or any any person or organization, combination thereof, or more than c, Under Business Liability Coverage, to "bodily 250 grams of uranium 235: injury"or"property damage" resulting from the "hazardous properties" of the nuclear (d) Any structure, basin, excavation, premises or place prepared or used material"; if: for the storage or disposal of"waste"; (1) The"nuclear material": and includes the site on which any of the 2 (a) Is at any "nuclear facility' owned by, foregoing is located, all operations or operated by or on behalf of, an conducted on such site and all premises nsured; or used for such operations; s (b) Has been discharged or dispersed (4) "Nuclear material" means "source therefrom; material," "special nuclear material" or (2) The "nuclear material" is contained in "byproduct material" "spent fuel" or "waste" at any time (5) "Nuclear reactor" means an apparatus possessed, handled, used, processed, designed or used to sustain nuclear stored, transported or disposed of by or fission in a self-supporting chain reaction on behalf of an insured; or or to contain a critical mass of fissionable material; (3) The "bodily injury" or "property damage" arises out of the furnishing by an insured (6) "Property damage" includes all forms of of services, materials, parts or equipment radioactive contamination of property. in connection with the planning, construction, maintenance, operation or (7) "Source material" has the meaning given e it in the Atomic Energy Act of 1954 or in use of any "nuclear facility"; but if such any law amendatory thereof; facility is located within the United States of America, its territories or possessions (8) "Special nuclear material" has the or Canada, this Exclusion (3) applies only meaning given it in the Atomic Energy Act to "property damage" to such "nuclear of 1954 or in any law amendatory thereof; facility'and any property thereat. (9) "Spent fuel" means any fuel element or d. As used in this exclusion: fuel component, solid or liquid, which has SB-300000-D Includes copyrighted material of Insurance Services Offl e,Inc.,with its permission Page 9 of 16 (Ed. 04/14) 295 S©-300000-D (Ed. 04/14) been used or exposed to radiation in a "employees" or "volunteer workers" are "nuclear reactor", insureds for: (10)"Waste" means any waste material: (1) "Bodily injury" or "personal and (a) Containing "by-product material" advertising injury": other than the tailings or wastes (a) To you, to your partners or members produced by the exbaction or (if you are a partnership or joint concentration of uranium or thorium venture), to your members (if you are frem any one processed primarily for a limited liability company), or to a its "source material"content; and co-"employee" while in the course of (b) Resulting from the operation by any his or her employment or performing person or organization of any duties related to the conduct of your "nuclear facility" included under business, or to your other "volunteer Paragraph (a)and (b)of the definition workers" while performing duties of"nuclear facility." related to the conduct of your business; C. Who Is An Insured (b) To the spouse, child, parent, brother 1. If you are designated in the Declarations as: or sister of that co"employee" as a consequence of Paragraph (a) a. An individual, you and your spouse are above; insureds, but only with respect to the conduct of a business of which you are the sole (c) For which there is any obligation to owner. share damages with or repay b. A partnership or joint venture, you are an someone else who must pay our partners and damages because of the injury insured. Your members, y p described in Paragraphs (a) or(b); or their spouses are also insureds, but only with respect to the conduct of your business. (d) Arising out of his or her providing or company, ou are an failing to provide professional health C. A limited liabilityy care services. insured. Your members are also insureds, but only with respect to the conduct of your (2) "Property damage" to property: business. Your managers are insureds, but only with respect to their duties as your (a) Owned, occupied or used by, managers. (b) Rented to, in the care, custody or control of, or over which physical d. An organization other than a partnership, joint control is being exercised for any venture or limited liability company, you are purpose by an insured. Your "executive officers" and directors are insureds, but only with respect to you, any of your "employees," "volunteer their duties as your officers or directors. Your workers," any partner or member (if you stockholders are also insureds, but only with are a partnership or joint venture), or any respect to their liability as stockholders. member (if you are a limited liability e. A trust, you are an Insured. Your trustees are company). also insureds, but only with respect to their b. Any person (other than your "employee" or duties as trustees. "volunteer worker'), or any organization while 2. Each of the following is also an insured: acting as your real estate manager. a. Your "volunteer workers" only while c• Any person or organization having proper performing duties related to the conduct of temporary custody of your properly if you die, but only: your business, or your "employees," other than either your"executive officers" (if you are (1) With respect to liability arising out of the an organization other than a partnership, joint maintenance or use of that property, and venture or limited liability company) or your managers (if you are a limited liability (2) Until your legal representative has been company), but only for acts within the scope appointed. of their employment by you or while d. Your legal representative if you die, but only performing duties related to the conduct of with respect to duties as such. That your business. However, none of these representative will have all your rights and duties under this policy. SB-300000-D Includes copyrighted material of Insurance Services Office.Inc.,Min its permission Page 10 of 16 (Ed. 04/14) 296 SB-300000-D (Ed. 04/14) 3. With respect to "mobile equipment" registered in a. Injury or damages under the "products your name under any motor vehicle registration completed operations hazard" arising from all law, any person is an insured while driving such "occurrences" during the policy period is the equipment along a public highway with your Products-Completed Operations Aggregate permission. Any other person of organization Limit shown in the Declarations. responsible for the conduct of such person is also p, All other injury or damages, including medical an insured, but only with respect to liability arising expenses, arising from all "occurrences" out of the operation of the equipment, and only if during the policy period is the General no other insurance of any kind is available to that person or organization for this liability. However, Aggregate Limit shown in the Declarations. no person or organization is an insured with This General Aggregate Limit applies respect to: separately to each of your "locations" awned a. "Bodily injury" to a co-"employee" of the by or rented to you. person driving the equipment; or "Location" means premises involving the b. "Properly damage" to property owned by, same or connecting lots, or premises whose rented to, in the charge of or occupied by you connection is interrupted only by a street, or the employer of any person who is an roadway or right-of-way of a railroad. insured under this provision. This aggregate Limit does not apply to 4. Any organization you newly acquire or form, other "property damage" to premises rented to you than a partnership or joint venture, and over which arising out of fire, lightning or explosion, you maintain ownership of majority interest, will 3. Subject to item 2. above, the most we will pay for qualify as a Named Insured if there is no other the sum of all damages because of all "bodily similar insurance available to that organization. injury... 'property damage" and medical expenses However: arising out of any one "occurrence" is the Liability a. Coverage under this provision is afforded only and Medical Expense Limit shown in the until the 90th day after you acquire or form the Declarations. organization or the end of the policy period, The most we will pay for all medical expenses whichever is earlier; because of "bodily injury" sustained by any one b. Bodily Injury and Properly Damage coverage person is the Medical Expenses Limit shown in does not apply to "bodily injury" or "property the Declarations. damage"that occurred before you acquired or 4. Subject to item 2. above, the most we will pay for formed the organization; and the sum of all damages because of all "personal c. Personal and Advertising Injury coverage and advertising injury" sustained by any one does not apply to "personal injury" person or organization is the Personal and or Advertising Injury Limit shown in the Declarations. "advertising injury' arising out of an offense committed before you acquired or formed the 5. The most we will pay under Business Liability organization. Coverage for damages because of "property $ No person or organization is an insured with damage" to premises rented to you, or in the case respect to the conduct of any current or past of fire, while rented to you of temporarily occupied partnership, joint venture or limited liability by you with permission of the owner, is the company that is not shown as a Named Insured in Damage To Premises Rented To You Limit shown the Declarations. in the Declarations. D. Liability And Medical Expenses Limits Of The Damage to Premises Rented To You Limit Insurance applies to all damage proximately caused by the same event, whether such damage results from 1. The Limits of Insurance shown in the Declarations fire, lightning, or explosion or any combination of and the rules below fix the most we will pay the three. regardless of the number of: If more than one limit of insurance under this a. Insureds; policy and any endorsements attached thereto b. Claims made or"suits"brought; or applies to any claim or"suit,"the most we will pay under this policy and the endorsements is the c. Persons or organizations making claims or single highest limit of liability of all coverages bringing "suits" applicable to such claim or "suit" However, this 2. The most we will pay for: paragraph does not apply to the Medical Expenses limit set forth in paragraph 3. above. SB-300000-D Includes copyrighted material of Insurance Services Once,Inc.,win its permission Page 11 of 16 (Ed. 04/14) 297 SB-300000-D (Ed. 04/14) The Limits of this policy apply separately to each damage to which this insurance may also consecutive annual period and to any remaining apply. period of less than 12 months, starting with the d. No insured will, except at that insured's own beginning of the policy period shown i the Declarations, unless the policy period is extended cost, voluntarily make a payment, assumended after issuance for an additional period of less than any obligation, or incur any expense, other than for first aid,without our consent. 12 months. In that case, the additional period will be deemed part of the last preceding period for 3. Financial Responsibility Laws purposes of detennining the Limits of Insurance. a. When this policy is certified as proof of E. Businessowners Liability Conditions financial responsibility for the future under the 1. Bankruptcy provisions of any motor vehicle financial responsibility law, the insurance provided by Bankruptcy or insolvency of the insured or of the the policy for "bodily injury" liability and insured's estate will not relieve us of our "property damage" liability will comply with the ohligations under this policy. provisions of the law to the extent of the coverage and limits of insurance required by 2. Duties In The Event Of Occurrence, Offense, that law. Claim Or Suit a. You must see to it that we are notif ed as soon b. With respect to "mobile equipment" to which n this insurance applies, we will provide any as practicable of an "occurrence" o offense which may result in a claim. To the liability, uninsured motorists,coverage extent possible, notice should include: motorists, no-fault le other coverage required by any motor vehicle law. We will provide the (1) How, when and where the "occurrence" required limits for those coverages. or offense took place, 4. Legal Action Against Us (2) The names and addresses of any injured No person or organization has a right under this persons and witnesses; and policy (3) The nature and location of any injury or a, To join us as a party or otherwise bring us into damage arising out of the "occurrence" or a "suit" asking for damages from an insured; offense. or b. If a claim is made or "suit" is brought against b. To sue us on this policy unless all of its terms any insured, you must: have been fully complied with. (1) Immediately record the specifics of the A person or organization may sue us to claim or"suit"and the date received; and recover on an agreed settlement or on a final (2) Notify us as soon as practicable. judgment against an insured; but we will not be liable for damages that are not payable You must see to it that we receive written under the terms of this policy or that are in notice of the claim or "suit" as soon as excess of the applicable limit of insurance. An practicable. agreed settlement means a settlement and c. You and any other involved insured must: release of liability signed by us, the insured and file claimant or the claimant's legal (1) Immediately send us copies of any representative. demands, notices, summonses or legal papers received in connection with the 5. Separation Of Insureds claim or"suit"; Except with respect to the Limits of Insurance in (2) Authorize us to obtain records and other this policy, and any rights or duties specifically information; assigned in this policy to the first Named Insured, this insurance applies: (3) Cooperate with us in the investigation, or settlement of the claim or defense against a. As if each Named Insured were the only the"suit";and Named Insured; and (4) Assist us, upon our request, in the b. Separately to each insured against whom enforcement of any right against any claim is made or"suit" is brought. person or organization that may be liable to the insured because of injury or SB-300000-D Includes copyrighted mffiedal of Insurance Services Office,Inc.,with its permission Page 12 of 16 (Ed. 04/14) 298 SB-300000-D (Ed. 04/14) 6. Unintentional Failure to Disclose Hazards merits in the territory described in Paragraph It is agreed that based on our reliance on your a. above or in a settlement we agree to. representations as to existing hazards, if 5. "Employee" includes a "leased worker." unintentionally you should fail to disclose all such "Employee" does not include a "temporary hazards at the inception dale of your policy, we worker." shall not deny any coverage under this Coverage 6. "Executive officer' means a person holding any of Form because of such failure. the officer positions created by your charter, F. Liability And Medical Expenses Definitions constitution, by-laws or any other similar 1. "Advertisement" means a notice that is broadcast governing document. or published to the general public or specific 7. "Hostile fire" means one which becomes market segments about your goods, products or uncontrollable or breaks out from where it was services for the purpose of attracting customers or intended to be. supporters. For the purposes of this definition: 6. "Impaired property"means tangible property, other a. Notices that are published include material than "your product" or "your work," that cannot be placed on the Internet or on similar electronic used or is less useful because: means of communication; and a. It incorporates "your product" or "your work" b. Regarding web-sites, only that part of a web- that is known or thought to be defective, site that is about your goods, products or deficient, inadequate or dangerous; or services for the purposes of attracting customers or supporters is considered an b. You have failed to fulfill the terms of a contract advertisement. or agreement; 2. "Auto" means a land motor vehicle, trailer or if such property can be restored to use by: semitrailer designed for travel on public roads, (1) The repair, replacement, adjustment or including any attached machinery or equipment. removal of 'your product" or "your work"; But"auto"does not include"mobile equipment." or 3. "Bodily injury" means bodily injury, sickness or (2) Your fulfilling the terms of the contract or disease sustained by a person, including death agreement. resulting from any of these at any time. 9, "Insured contract"means: 4. "Coverage territory" means: a. A contract for a lease of premises. However, a. The United States of America (including its that portion of the contract for a lease of territories and possessions), Puerto Rico and premises that indemnifies any person or Canada; organization for damage by fire to premises h. International waters or airspace, but only if the while rented to you or temporarily occupied by injury or damage occurs in the course of travel you with permission of the owner is not an or transportation between any places included "insured contract"; in Paragraph a. above; or b. A sidetrack agreement; a c. All other parts of the world if the injury or c. Any easement or license agreement, except damage arises out of: in connection with construction or demolition (1) Goods or products made or sold by you in operations on or within 50 feel of a railroad; the territory described in Paragraph a. d. An obligation, as required by ordinance, to above; indemnify a municipality, except in connection (2) The activities of a person whose home is with work for a municipality; in the territory described in Paragraph a. e. An elevator maintenance agreement; above, but is away for a short time on your business; or f. That part of any other contract or agreement e pertaining to your business (including an (3) "Personal and advertising injury"offenses indemnification of a municipality in connection that lake place through the Internet or with work performed for a municipality) under similar electronic means of which you assume the tort liability of another communication, party to pay for "bodily injury" or "property provided the insured's responsibility to pay damage" to a third person or organization. damages is determined in a "suit" on the Tot liability means a liability that would be SB-300000-D Indudes copyrighted material of Insurance Services Once,Inc.,vnth its permission Page 13 of 16 (Ed. 04/14) 299 SB-300000-D (Ed. 04l14) imposed by law in the absence of any 12. "Mobile equipment" means any of the following contract or agreement. types of land vehicles, including any attached Paragraph f. does not include that pail of any machinery or equipment: contract or agreement: a. Bulldozers, farm machinery, forklifts and other vehicles designed for use principally off public (1) That indemnifies a railroad for "bodily roads; injury"or"property damage" arising out of construction or demolition operations, b. Vehicles maintained for use solely on or next within 50 feel of any railroad property and to premises you own or rent; affecting any railroad bridge or trestle, tracks, road beds, tunnel, underpass or C. Vehicles that travel on crawler treads; crossing; d. Vehicles, whether self-propelled or not, on (2) That indemnifies an architect, engineer or which are permanently mounted: surveyor for injury or damage arising out (1) Power cranes, shovels, loaders, diggers of: or drills; or (a) Preparing, approving or failing to (2) Road construction or resurfacing prepare or approve (naps, drawings, equipment such as graders, scrapers or opinions, reports, surveys, change rollers; orders, designs or specifications; or e. Vehicles not described in Paragraphs a., b., c. (b) Giving directions or instructions, or or d. above that are not self-propelled and are failing to give them, if that is the maintained primarily to provide mobility to primary cause of the injury or permanently attached equipment of the damage; or following types: (c) Under which the insured, if an (1) Air compressors, pumps and generators, architect, engineer or surveyor, including spraying, welding, building assumes liability for an injury or cleaning, geophysical exploration, lighting damage arising out of the insured's and well servicing equipment; or rendering or failure to render professional services, including those (2) Cherry pickers and similar devices used listed in Paragraph (2) above and to raise or lower workers; supervisory, inspection or f. Vehicles not described in Paragraphs a., b., c. engineering services. or d. above maintained primarily for purposes 10. "Leased worker' means a person leased to you by other than the transportation of persons or a labor leasing firm under an agreement between cargo, you and the labor leasing firm, to perform duties However, self-propelled vehicles with the related to the conduct of your business. "Leased following types of permanently attached worker"does not include a"temporary worker." equipment are not "mobile equipment" but will 11. "Loading or unloading" means the handling of he considered "autos": property: (1) Equipment designed primarily for: a. After it is moved from the place where it is (a) Snow removal; accepted for movement into or onto an aircraft,watercraft or"auto" (b) Road maintenance, but not b. While it is in or on an aircraft, watercraft or construction or resurfacing; or "auto" or (c) Street cleaning; c. While it is being moved from an aircraft, (2) Cherry pickers and similar devices watercraft or "auto" to the place where it is mounted on automobile or truck chassis finally delivered; and used to raise or lower workers; and but "loading or unloading" does not include the (3) Air compressors, pumps and generators, movement of properly by means of a mechanical including spraying, welding, building device, other than a hand truck, that is not cleaning, geophysical exploration, lighting attached to the aircraft,watercraft or"auto." and well servicing equipment. 13. "Occurrence" means an accident, including continuous or repeated exposure to substantially the same general harmful conditions. SB-300000-D Includes copyrighted nialerial of Insurance Services OfOce,Inc.,wth ils pennission Page 14 of 16 (Ed. 04114) 300 SB-300000-D (Ed. 04/14) 14. 'Personal and advertising injury" means injury, replacement, but which is otherwise including consequential "bodily injury," arising out complete, will be treated as completed. of one or more of the following offenses: The "bodily injury" or "property damage" must a. False arrest, detention or imprisonment; occur away from premises you own or rent, b. Malicious prosecution; unless your business includes the selling, handling or distribution of "your product" for c. The wrongful eviction from, wrongful entry consumption on premises you own or rent. into, or invasion of the right of private b. Does not include "bodily injury" or "property occupancy of a room, dwelling or premises damage"arising out of: that a person occupies, committed by or on behalf of its owner, landlord or lessor; (1) The transportation of property, unless the d. Oral or written publication, in any manner, of injury or damage arises out of a condition material that slanders or libels a person or in or , a vehicle not owned and that condition was created or by operated organization or disparages a person's or by you,the "loading d; unloading" of that vehicle organization's goods, products or services; by any insured; or e. Oral or written publication, in any planner, of (2) The existence of tools, uninstalled material that violates a person's right of equipment or abandoned or unused privacy; materials. f. The use of another's advertising idea in your 17. "property damage"means: "advertisement'; or upon anotller's copyright, trade a. Physical injury to tangible property, including g. Infringing dress slogan in your"advertisement" all resulting loss of use of that properly. All such loss of use shall be deemed to occur at 15. "Pollutants" mean any solid, liquid, gaseous or the time of the physical injury that caused it; thermal irritant or contaminant, including smoke, or vapor, soot, fumes, acids, alkalis, chemicals and b, Loss of use of tangible property that is riot waste. Waste includes materials to be recycled, physically injured.All such loss of use shall be reconditioned or reclaimed deemed to occur at the fime of the 16. "Products—completed operations hazard": "occurrence" that caused it. a. Includes all "bodily injury" and "property For the purposes of this insurance, electronic data damage" occurring away from premises you is not tangible property. own or rent and arising out of "your product" As used in this definition, electronic data means or"your work"except: information, facts or programs stored as, created F2 (1) Products that are still in your physical or used on, or transmitted to or from computer possession; or software, including systems and applications {2) Work that has not yet been completed or software, hard or floppy disks, CD-ROMs, tapes, abandoned. However, "your work" will be drives, cells, data processing devices or any other y media which are used with electronically deemed completed at the earliest of the following times: controlled equipment. 18. "Software"means: (a) When all of the work called for in your contract has been completed. a. Electronic data processing, recording or storage media such as films, tapes, cards, (b) When all of the work to be done at discs, drums or cells; and the job site has been completed if your contract calls for work at more b. Data and programming records used for than one job site. electronic data processing or electronically controlled equipment stored on such media; (c) When that part of the work done at and the jab site has been put to its intended use by any other person or c. Written or printed data, such as programs, organization other than another routines, and symbolic languages, essential to contractor or subcontractor working the operation of computers; and on the same project. d. Documents containing information on the Work that may need service, operation and maintenance of computers. maintenance, correction, repair or SB-300000-D 6uludes copyrighted niaterial of Insurance Services Office,Inc.,wish Its permission Page 15 of 16 (Ed. 04/14) 301 SB-300000-D (Ed. 04/14) 19. "Suit" means a civil proceeding in which damages (c) A person or organization whose because of "bodily injury;' ..property damage," business or assets you have ..personal and advertising injury" to which this acquired; and insurance applies are alleged. "Suit" includes: (2) Containers (other than vehicles), a. An arbitration proceeding in which such materials, parts or equipment furnished in damages are claimed and to which the connection with such goods or products. insured must submit or does submit with our b. Includes: consent, or b. Any other alternative dispute resolution (1) Warranties or representations made at proceeding in which such damages are any time with respect to (lie fitness, claimed and to which the insured submits with quality, durability, performance or use of our consent. "your product": and 20, "Temporary worker' means a person who is (2) The providing of or failure to provide furnished to you to substitute for a permanent warnings or instructions. ..employee"on leave or to meet seasonal or short- c. Does not include vending machines or other term workload conditions. property rented to or located for the use of 21. "Volunteer worker' means a person who is not others but not sold. your"employee,"and who donates his or her work 23. "Your work": and acts at the direction of and within the scope of duties determined by you, and is not paid a fee, a. Means: salary or other compensation by you or anyone (1) ork r operations else for their work performed for you. onyourbehalf; and performed by you or 22. "Your product": (2) Materials, parts or equipment furnished in a. Means: connection with such work or operations. (1) Any goods or products, other than real b. Includes: properly, manufactured, sold, handled, (1) Warranties or representations made at distributed or disposed of by: any time with respect to the fitness, (a) You; quality, durability, performance or use of (b) Others trading under your name; or "your work"; and (2) The providing of or failure to provide warnings or instructions. SB-300000-D Includes copyrighted material of Insurance Sermces office, Inc.,vilh its pemVssion Page 16 of 16 (Ed. 04/14) 302 CNA s6 (Ed.Ed. 06 06l11) THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. ADDITIONAL INSURED - OWNERS, LESSEES OR CONTRACTORS - SCHEDULED PERSON OR ORGANIZATION - WITH PRODUCTS COMPLETED OPERATIONS COVERAGE This endorsement modifies insurance provided under the following: BUSINESSOWNERS LIABILITY COVERAGE FORM SCHEDULE' Name Of Person Or Organization: Information required to complete this Schedule, if not shown on this endorsement will be shown in the Declarations. A. The following is added to Paragraph C. Who Is An 1. The rendering of, or the failure to render any Insured: professional architectural, engineering, or 4. Any person(s) or organization(s) shown in the surveying services, including: Schedule is also an additional insured, but only (a) The preparing, approving, or fairing to prepare with respect to liability for"bodily injury,""property or approve maps, shop drawings, opinions, damage" or "personal and advertising Injury," reports, surveys, field orders, change orders caused, in whole or in part, by: or drawings and specifications; and a. Your acts or omissions; or (b) Supervisory, inspection, architectural or b. The acts or omissions of those acting on your engineering activities. behalf 2. "Bodily Injury," "property damage," or "personal and advertising injury" arising out of any premises in the performance of your ongoing operations for or work for which the additional insured is the additional insured(s); at the location(s) specifically listed as an additional insured on designated above; or another endorsement attached to this Policy. c. "Your work" that Is Included In the "products- C. The following is added to Paragraph H. of the completed operations hazard" and performed Businessowners Common Policy Conditions: for the additional insured, but only if this Policy provides such coverage, and only If the H. Other Insurance written contract or written agreement requires you to provide the additional insured such This Insurance is excess over any other insurance coverage. naming the additional insured as an Insured whether primary, excess, contingent or on any B. The insurance provided to the additional insured does other basis unless a written contract or written not apply to "bodily Injury," "property damage," or agreement specifically requires that this Insurance "personal and advertising injury"arising out of: be either primary or primary and noncontributing. SB-300120-C Page 1 of 1 (Ed. 06l11) 303 JOL THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY, WAIVER OF OUR RIGHT TO RECOVER FROM OTHERS ENDORSEMENT Policy Number: 41 W6C AC5W3P Endorsement Number: Effective Date: 01/08/22 Effective hour is the same as stated on the Information Page of the policy. Named Insured and Address: Disability Access Consulants, LLC 2862 OLIVE HWY OROVILLE CA 95966 We have the right to recover our payments from anyone liable for an injury covered by this policy. We will not enforce our right against the person or organization named in the Schedule. This agreement shall not operate directly or indirectly to benefit anyone not named in the Schedule. SCHEDULE Any person or organization for wham you are required by contract or agreement to obtain this waiver from us. Endorsement is not applicable in KY, NH, NJ or for any MO construction risk Countersigned by Authorized Representative Form WC 00 03 13 Printed in U.S.A. Process Dale: 11/29/21 Policy Expiration Date: 01/08/23 304 305 PROFESSIONAL SERVICE AWARD ANALYSIS SERVICE: ADA Transition Plan SERVICE DESCRIPTION: Prepare a comprehensive ADA Self-Evaluation and Transition Plan for City buildings, parks, and public right-of-way. VENDOR: Disability Access Consultants OVERALL RANKING: 1 out of 3 SUBJECT MATTER EXPERTS/RATERS: 1. Deputy Public Works Director 2. Principal Civil Engineer 3. Civil Engineer I. MINIMUM QUALIFICATIONS REVIEW Written Proposal Score: Ave. of 66 Disability Access Consultants— Minimum Qualifications Review Total Weighted Maximum Score Score Proposal Clarity 9 10 Firm Qualifications 22 25 Staffing 23 25 Understanding and Methodology 12 15 Total 66 75 It. DUE DILIGENCE REVIEW Disability Access Consultants —Summary of Review • Easy to read proposal • Good understanding of project requirements. • Comprehensive approach to working with City staff 306 PROFESSIONAL SERVICE AWARD ANALYSIS SERVICE: ADA Transition Plan SERVICE DESCRIPTION: Prepare a comprehensive ADA Self-Evaluation and Transition Plan for City buildings, parks, and public right-of-way. VENDOR: Bureau Veritas OVERALL RANKING: 2 out of 3 SUBJECT MATTER EXPERTSIRATERS: 1. Deputy Public Works Director 2. Principal Civil Engineer 3, Civil Engineer I. MINIMUM QUALIFICATIONS REVIEW Written Proposal Score: Ave. of 52 Bureau Veritas—Minimum Qualifications Review Total Weiqhted Maximum Score Score Proposal Clarity 7 10 Firm Qualifications 18 25 Staffing 17 25 Understanding and Methodology 10 15 Total 52 75 II. DUE DILIGENCE REVIEW Bureau Veritas—Summary of Review • Good understanding of project requirements. 307 PROFESSIONAL SERVICE AWARD ANALYSIS SERVICE: ADA Transition Plan SERVICE DESCRIPTION: Prepare a comprehensive ADA Self-Evaluation and Transition Plan for City buildings, parks, and public right-of-way. VENDOR: Accessology OVERALL RANKING: 3 out of 3 SUBJECT MATTER EXPERTS/RATERS: 1. Deputy Public Works Director 2. Principal Civil Engineer 3. Civil Engineer I. MINIMUM QUALIFICATIONS REVIEW • Written Proposal Score: Ave. of 40 Accessology—Minimum Qualifications Review Total Weighted Maximum Score Score Proposal Clarity 5 10 Firm Qualifications 15 25 Staffing 13 25 Understanding and Methodology 7 15 Total 40 75 II. DUE DILIGENCE REVIEW Accessology—Summary of Review • Good understanding of project requirements. Most experience based in Texas. Not much California experience 308 City of Huntington Beach 2000 Main Street ♦ Huntington Beach, CA 92648 (714) 536-5227 ♦ wv,w.huntingtonbeachca.gov Office of the City Clerk ' Robin Estanislau, City Clerk February 7, 2022 Disability Access Consultants, LLC Attn: Barbara Thorpe 2862 Olive Highway, Suite D Oroville, CA 95966 Dear Ms. Thorpe: Enclosed is a fully executed copy of the "Professional Services Contract between the City of Huntington Beach and Disability Access Consultants, LLC for ADA Self- Evaluation and Transition Plan" approved by the Huntington Beach City Council on February 1, 2022. Sincerely, 4� Robin Estanislau, CIVIC City Clerk RE:ds Enclosure Sister Cities: Anjo, Japan Waitakere, New Zealand