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HomeMy WebLinkAboutLocality Media, Inc. dba First Due - 2022-07-01 AMENDMENT NO. 1 TO SERVICE AGREEMENT BETWEEN THE CITY OF HUNTINGTON BEACH AND LOCALITY MEDIA, INC., dba FIRST DUE FOR FIRST DUE SUITE THIS AMENDMENT is made and entered into by and between the CITY OF HUNTINGTON BEACH, a California municipal corporation, hereinafter referred to as "City," and LOCALITY MEDIA, INC. dba FIRST DUE, hereinafter referred to as "Contractor." WHEREAS, City and Contractor are parties to that certain agreement, dated July 1, 2022, entitled "Service Agreement Between the City of Huntington Beach and Locality Media, Inc., dba First Due for First Due Suite"which agreement shall hereinafter be referred to as the "Original Agreement"; and City and Contractor wish to amend the Original Agreement to extend the term, NOW, THEREFORE, it is agreed by City and Consultant as follows: 1. TERM The term of the Agreement is extended for two additional years until June 30, 2026. 2. REAFFIRMATION Except as specifically modified herein, all other terms and conditions for the Original Agreement shall remain in full force and effect. IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed by and through their authorized officers one ,2_.. , 2025.2oZlp 25-16913/389553 1 Zoho Sign Document ID:2AB7F2F4-WMJF1VNNG2WEMR99SUA_N_XNQYP5LDR3XP6BWV37FTI LOCALITY MEDIA,INC. dba FIRST DUE CITY OF HUNTINGTON BEACH, a municipal corporation of the State of California By CO �l print name ITS: (circle one) Chairman/PresidentNice President Mayor AND City Clerk BY: COO INITIATED AND APPROVED: print name ITS: (circle one) Secretary/Chief Financial Officer/Asst. Secretary-Treasurer Fire Chief APPROVED AS TO FORM: Pam ' City Attorney COUNTERPART 25-16913/389553 2 LOCALITY MEDIA, INC. dba FIRST DUE CITY OF HUNTINGTON BEACH, a municipal corporation of the State of California By: print name ITS: (circle one) Chairman/PresidentNice President May AND rd,,AA ll 'K/ 4416*Pier Ci Clerk Z/0 By: INITIATED AND APPROVED: print name ITS: (circle one)Secretary/Chief Financial Officer/Asst. Secretary-Treasurer Fire Chief APPROVED AS TO FORM: 4v City Attorney COUNTERPART 25-16913/389553 2 , 4., .K....../ A�R® CERTIFICATE OF LIABILITY INSURANCE DATE(MMIDDIYYYY) 10/27/2025 THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER.THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND,EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S),AUTHORIZED REPRESENTATIVE OR PRODUCER,AND THE CERTIFICATE HOLDER. IMPORTANT: If the certificate holder Is an ADDITIONAL INSURED,the policy(les)must have ADDITIONAL INSURED provisions or be endorsed. If SUBROGATION IS WAIVED,subject to the terms and conditions of the policy,certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder In lieu of such endorsement(s). . CONTACT Kathy Matula PRODUCER NAME: Twin City Group PHONE.Eat): (952)924-6900 /c,No): (952)925.0631 7500 Flying Cloud Drive n-ooalEss: kmatula@twlncitygroup.com Suite 680 INSURER(S)AFFORDING COVERAGE NAIC S Eden Prairie MN 55344 INSURERA: Charter Oak Fire Ins Co 25615 INSURED INSURER B: Phoenix Insurance(PHX) 25623 First Due Holdings Inc INSURER C: Travelers Indemnity(IND) 26668 3071 Orange St INSURER D: Underwriters at Lloyd's London 00194 INSURER E: Miami FL 33133 INSURERF: . COVERAGES CERTIFICATE NUMBER: 25/26 GL,BA,Umb,Prof REVISION NUMBER: THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT,TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN,THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES.LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. NSR AUDL"SUtuM POLICY EFF POLICY EXP ILTR TYPE OF INSURANCE INSD WVD POLICY NUMBER (MMIDDIYYYY) IMI,IIDOIYYYY) LIMITS X COMMERCIAL GENERAL LIABILITY EACH OCCURRENCE $ 1,000,000 DAMAGE TO RENTED 300,000 CLAIMS-MADE LI OCCUR PREMISES(Ea occurrence) S MED EXP(Any one person) S 10,000 A Y ZPP-16P69483-25-15 10/27/2025 10/27/2026 PERSONAL&ADV INJURY S 1,000,000 GEN'LAGGREGATE LIMIT APPLIES PER: GENERALAGGREGATE 2,000,000 ^I POLICY n 78i El LOC PRODUCTS-COMP/OP 0000AGG S2,0 OTHER: S AUTOMOBILE LIABILITY COMBINED D SINGLE LIMIT S 1,000,000 (Ea acd — ANYAUTO • BODILY INJURY(Per person) S — B OWNED SCHEDULED BA-1X531761-25-I5-G 10/27/2025 10/27/2026 BODILY INJURY(Per accident) S . ��// AUTOS ONLY �/ AUTOS PROPERTY DAMAGE !- ZITS ONLY X AUTOS ONLY (Per acc(dent) S S X UMBRELLA LIAB X OCCUR EACH OCCURRENCE S 9,000,000 C EXCESS LIAR CLAIMS-MADE CUP-1X535483-25-I5 10/27/2025 10/27/2026 AGGREGATE $ 9,000,000 DED X RETENTION S 10,000 S WORKERS COMPENSATION S ATUTE ERH AND EMPLOYERS'LIABILITY Y/N ANY PROPRIETOR PARTNER/EXECUTIVE I I N/A E.L.EACH ACCIDENT S OFFICER/MEMBER EXCLUDED? (Mandatory In NH) E.L.DISEASE-FA EMPLOYEE S If yes,describe under E.L.DISEASE-POLICY LIMIT S DESCRIPTION OF OPERATIONS below Technology Prof E&O $5,000,000 Professional Liability&Cyber Liability D ES00240503284 09/18/2025 09/18/2026 Cyber Liability $5 000,000 DESCRIPTION OF OPERATIONS I LOCATIONS I VEHICLES(ACORD 101,Additional Remarks Schedule,may be attached If more space I Igo jVE,p AS TO CORM City of Huntington Beach,its officers,elected or appointed officials,employees,agents and volunteers are included as an Additional Insured subject top cy terms and conditions. _ ; MICHAEL J.ViGLIOTTA CITY ATTORNEY CITY OF HUNTiNGTOH BEACH CERTIFICATE HOLDER CANCELLATION SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF,NOTICE WILL BE DELIVERED IN City of Huntington Beach ACCORDANCE WITH THE POLICY PROVISIONS. • 2000 Main Street AUTHORIZED REPRESENTATIVE Huntington Beach CA 92648 — -7'` �"—" I I ©1988-2015 ACORD CORPORATION. All rights reserved. ACORD 25(2016/03) The ACORD name and logo are registered marks of ACORD -' 1 ® DATE(MMIDDITYYY) 1 Ac oRo CERTIFICATE OF LIABILITY INSURANCE 10/01/2025 THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER, THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER,AND THE CERTIFICATE HOLDER, IMPORTANT: If the certificate holder Is an ADDITIONAL INSURED,the policy(les)must have ADDITIONAL INSURED provisions or be endorsed. • If SUBROGATION IS WAIVED,subject to the terms and conditions of the policy,certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). PRODUCER CONTACT Justworks Customer Success NAME: Doug Jones(Justworks) PHONE 88g 534_1711 FAX No): INC.No.Exit: ( ) c/o Artex Risk Solutions,Inc. E-MAIL P.O.Box 13838 ADDRESS: support@justworks.com Scottsdale,AZ 85267 INSURER(S)AFFORDING COVERAGE NAIC fl INSURER A:American Zurich Insurance Company - 40142 INSURED INSURER B: Justworks Employment Group LLC Labor Contractor,for co-employees of:Locality Media LLC dba:First Due Size-Up INSURER C: PO Box 7119 Church Street Station INSURER D: New York,NY 10006.7119 INSURER E: INSURER F: COVERAGES CERTIFICATE NUMBER:25NY017951082 REVISION NUMBER: THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT,TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES.LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. INSR ADDL BURR POLICY EFF POLICY EXP LIMITS LTR TYPE OF INSURANCE INSD WVO POLICY NUMBER (MMIDDIYYYY) (MMIDDJYYYY) COMMERCIAL GENERAL LIABILITY EACH OCCURRENCE $ RENTED CLAIMS-MADE OCCUR PREMISES(5aoccurrence) S MED EXP(Any one person) $ PERSONAL&ADV INJURY S GEM.AGGREGATE LIMIT APPLIES PER: GENERAL AGGREGATE $ POLICY JECT I 1 LOC PRODUCTS-COMP/OP AGG S OTHER: S AUTOMOBILE LIABILITY (Ee eccideDntSINGLELIMIT $ ANY AUTO BODILY INJURY(Par person) S - OWNED SCHEDULED BODILY INJURY(Per accident) $ _ AUTOS ONLY AUTOS HIRED NON-OWNED PROPERTY DAMAGE $ _ AUTOS ONLY — AUTOS ONLY _(Per accident) _ S UMBRELLA LIAB _ OCCUR EACH OCCURRENCE $ EXCESS LIAB CLAIMS-MADE AGGREGATE S BED RETENTIONS $ WORKERS COMPENSATION X STATUTE ERH AND EMPLOYERS'LIABILITY Y!N A OF CERJMEMBERREXCLUD D?ECUTIVE N I A WC 02-14-747-08 06/01/2025 06/01/2026 E.L-EACH ACCIDENT $ 2,000,000 (Mandatory In NH) E.L.DISEASE-EA EMPLOYEE $ 2,000,000 If yes,describe under DESCRIPTION OF OPERATIONS below E.L.DISEASE-POLICY LIMIT S 2,000,000 Location Coverage Period: 06/01/2025 06/01/2026 Client# 19343-NY DESCRIPTION OF OPERATIONS!LOCATIONS!VEHICLES(ACORD 101,Additional Remarks Schedule,maybe attached If more space Is required) Coverage is provided for Locality Media LLC dba:First Due Size-Up only those co-employees 107 7th street of,but not subcontractors Garden City,NY 11530 to: CERTIFICATE HOLDER CANCELLATION City of Huntington Beach SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE 2000 Main Street THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN Huntington Beach,CA 92648 ACCORDANCE WITH THE POLICY PROVISIONS. AUTHORIZED�REPRESENTATIVE j:� ©1988-2015 ACORD CORPORATION, All rights reserved. ACORD 25(2016/03) The ACORD name and logo are realstered marks of ACORD TRAVELERS One Tower Square,Hartford,Connecticut 06183 CHANGE ENDORSEMENT INSURING COMPANY: THE CHARTER OAK FIRE INSURANCE COMPANY 030 NAMED INSURED: First Due Holdings Inc.. POLICY NUMBER: ZPP-16P69483-25-15 POLICY EFFECTIVE DATE: 10/27/25 POLICY EXPIRATION DATE: 10/27/26 ISSUE DATE: 12/02/25 ADDITIONAL PREMIUM: $18 Effective from 10/27/2025 at the time of day the policy becomes effective. THIS INSURANCE IS AMENDED AS FOLLOWS: THE COMMERCIAL GENERAL LIABILITY COVERAGE PART IS AMENDED AS FOLLOWS: AMENDING CO D2 47 04 19 - SCHEDULED ADDITIONAL INSURED (INCLUDES PRODUCTS-COMPLETED OPERATIONS IF REQUIRED BY CONTRACT)TO ADD THE FOLLOWING ADDITIONAL INSURED(S) AS PER ATTACHED: CITY OF HUNTINGTON BEACH, ITS OFFICERS, ELECTED OR APPOINTED OFFICIALS, • EMPLOYEES, AGENTS AND VOLUNTEERS NAME AND ADDRESS OF AGENT OR BROKER Countersigned by TWIN CITY GROUP 7500 FLYING CLOUD DR STE 680 EDEN PRAIRIE MN 55344 Authorized Representative DATE: Office: ST PAUL IL TO 07 09 07 01987 The Travelers Indemnity Company.All rights reserved. Pagel of 2 . . I COMMERCIAL GENERAL LIABILITY POLICY NUMBER:ZPP-16P69483-25-I5 ISSUE DATE:12/02/25 THIS ENDORSEMENT CHANGES THE POLICY.PLEASE READ IT CAREFULLY. SCHEDULED ADDITIONAL INSURED (INCLUDES PRODUCTS-COMPLETED OPERATIONS IF REQUIRED BY CONTRACT) This endorsement modifies insurance provided under the following: COMMERCIAL GENERAL LIABILITY COVERAGE PART NAME OF PERSON OR ORGANIZATION: CITY OF HUNTINGTON BEACH., ITS OFFICERS, ELECTED OR APPOINTED OFFICIALS, EMPLOYEES, AGENTS AND VOLUNTEERS • PROJECT/LOCATION OF COVERED OPERATIONS: ONGOING AND COMPLETED OPERATIONS PROVISIONS The insurance provided to such additional The following is added to SECTION II - WHO IS insured is subject to the following provisions: AN INSURED: a. If the Limits of Insurance of this Coverage Part shown in the Declarations exceed the minimum Any person or organization shown in the Schedule limits required by the written contract or Of Additional Insureds And Covered Operations that agreement, the insurance provided to the you agree in a written contract or agreement to additional insured will be limited to such include as an additional insured on this Coverage minimum required limits. For the purposes of Part is an insured,but only: determining whether this limitation applies,the a. With respect to liability for "bodily injury" or minimum limits required by the written contract "property damage"that occurs, or for"personal or agreement will be considered to include the injury" caused by an offense that is committed, minimum limits of any Umbrella or Excess subsequent to the signing of that contract or liability coverage required for the additional agreement and while that part of the contract or insured by that written contract or agreement. agreement is in effect;and This provision will not increase the limits of b. If, and only to the extent that, such injury or insurance described in Section III - Limits Of damage is caused by acts or omissions of you or Insurance. your subcontractor in the performance of"your b. The insurance provided to such additional work" on or for the project, or at the location, insured does not apply to: shown in the Schedule Of Additional Insureds (1) Any "bodily injury", "property damage" or And Covered Operations, to which the written "personal injury"arising out of the providing, contract or agreement applies. Such person or or failure to provide, any professional organization does not qualify as an additional architectural, engineering or surveying insured with respect to the independent acts or services,including: omissions of such person or organization. CG D2 47 0419 ©2018 The Travelers Indemnity Company.All rights reserved. Page 1 of 2 COMMERCIAL GENERAL LIABILITY (a)The preparing, approving, or failing to (2)If a claim is made or"suit"is brought against prepare or approve, maps, shop the additional insured: drawings, opinions, reports, surveys, (a)Immediately record the specifics of the field orders or change orders, or the claim or"suit"and the date received;and preparing, approving, or failing to prepare or approve, drawings and (b)Notify us as soon as practicable and see specifications;and to it that we receive written notice of the (b)Supervisory, inspection, architectural or claim or"suit"as soon as practicable. engineering activities. (3)Immediately send us copies of all legal papers received in connection with the claim (2)Any "bodily injury" or "property damage" or "suit", cooperate with us in the caused by "your work" and included in the investigation or settlement of the claim or "products-completed operations hazard" defense against the "suit", and otherwise unless the written contract or agreement comply with all policy conditions. specifically requires you to provide such coverage for that additional insured during (4)Tender the defense and indemnity of any the policy period. claim or "suit" to any provider of other c. The additional insured must comply with the insurance which would cover such additional insured for a loss we cover. However, this following duties: condition does not affect whether the (1) Give us written notice as soon as practicable insurance provided to such additional of an "occurrence" or an offense which may insured is primary to other insurance result in a claim.To the extent possible,such available to such additional insured which notice should include: covers that person or organization as a (a)How, when and where the "occurrence" named insured as described in Paragraph 4., or offense took place; Other Insurance, of Section IV- Commercial General Liability Conditions. (b)The names and addresses of any injured persons and witnesses;and (c) The nature and location of any injury or damage arising out of the "occurrence" or offense. CG D2 47 0419 ©2018 The Travelers Indemnity Company.All rights reserved. Page 2 of 2 COMMERCIAL GENERAL LIABILITY Policy Number:ZPP-16P69483-25-15 c. Method Of Sharing a. The statements in the Declarations are If all of the other insurance permits contribution accurate and complete; by equal shares,we will follow this method also. b. Those statements are based upon Under this approach each insurer contributes representations you made to us;and equal amounts until it has paid its applicable c. We have issued this policy in reliance upon limit of insurance or none of the loss remains, your representations. whichever comes first. The unintentional omission of, or unintentional error If any of the other insurance does not permit in, any information provided by you which we relied contribution by equal shares, we will contribute upon in issuing this policy will not prejudice your by limits. Under this method, each insurer's rights under this insurance. However, this provision share is based on the ratio of its applicable limit does not affect our right to collect additional of insurance to the total applicable limits of premium or to exercise our rights of cancellation or insurance of all insurers. nonrenewal in accordance with applicable insurance d. Primary And Non-Contributory Insurance If laws or regulations. Required By Written Contract 7. Separation Of Insureds If you specifically agree in a written contract or Except with respect to the Limits of Insurance, and . agreement that the insurance afforded to an any rights or duties specifically assigned in this insured under this Coverage Part must apply on Coverage Part to the first Named Insured, this a primary basis, or a primary and non- insurance applies: contributory basis, this insurance is primary to a. As if each Named Insured were the only other insurance that is available to such insured Named Insured;and which covers such insured as a named insured, and we will not share with that other insurance, b. Separately to each insured against whom claim provided that: is made or"suit"is brought. (1) The "bodily injury' or"property damage"for 8. Transfer Of Rights Of Recovery Against Others which coverage is sought occurs; and To Us (2) The "personal and advertising injury" for If the insured has rights to recover all or part of any which coverage is sought is caused by an payment we have made under this Coverage Part, offense that is committed; those rights are transferred to us.The insured must do nothing after loss to impair them.At our request, subsequent to the signing of that contract or the insured will bring "suit" or transfer those rights agreement by you. to us and help us enforce them. 5. Premium Audit 9. When We Do Not Renew a. We will compute all premiums for this Coverage If we decide not to renew this Coverage Part,we will . Partin accordance with our rules and rates. mail or deliver to the first Named Insured shown in b. Premium shown in this Coverage Part as the Declarations written notice of the nonrenewal advance premium is a deposit premium only.At not less than 30 days before the expiration date. the close of each audit period we will compute If notice is mailed, proof of mailing will be sufficient the earned premium for that period and send proof of notice. notice to the first Named Insured.The due date SECTION V—DEFINITIONS for audit and retrospective premiums is the date shown as the due date on the bill. If the sum of 1. "Advertisement" means a notice that is broadcast or the advance and audit premiums paid for the published to the general public or specific market policy period is greater than the earned segments about your goods, products or services • premium, we will return the excess to the first for the purpose of attracting customers or Named Insured. supporters. For the purposes of this definition: c. The first Named Insured must keep records of a. Notices that are published include material the information we need for premium placed on the Internet or on similar electronic computation, and send us copies at such times means of communication; and as we may request. b. Regarding websites, only that part of a website 6. Representations that is about your goods, products or services By accepting this policy,you agree: for the purposes of attracting customers or supporters is considered an advertisement. Page 16 of 21 O 2017 The Travelers Indemnity Company.All rights reserved. CG T1 00 02 19 Includes copyrighted material of Insurance Services Office,Inc.with its permission. COMMERCIAL GENERAL LIABILITY THIS ENDORSEMENT CHANGES THE POLICY.PLEASE READ IT CAREFULLY. BLANKET ADDITIONAL INSURED - AUTOMATIC STATUS IF REQUIRED BY WRITTEN CONTRACT (CONTRACTORS) This endorsement modifies insurance provided under the following: COMMERCIAL GENERAL LIABILITY COVERAGE PART The following is added to SECTION II - WHO IS (2)If the written contract or agreement AN INSURED: specifically requires you to provide Any person or organization that: additional insured coverage to that person or organization by the use of: a. You agree in a written contract or agreement to (a)The Additional Insured - Owners, include as an additional insured on this Coverage Lessees or Contractors - Scheduled Part;and Person or Organization endorsement CG b. Has not been added as an additional insured for 20 10 07 04 or CG 20 10 04 13, the the same project by attachment of an Additional Insured - Owners, Lessees or endorsement under this Coverage Part which Contractors - Completed Operations includes such person or organization in the endorsement CG 20 37 07 04 or CG 20 endorsement's schedule; 37 0413, or both of such endorsements is an insured,but: with either of those edition dates;or a. Only with respect to liability for"bodily injury" or (b)Either or both of the following: the "property damage"that occurs, or for"personal Additional Insured - Owners,Lessees or injury" caused by an offense that is committed, Contractors - Scheduled Person Or subsequent to the signing of that contract or Organization endorsement CG 20 10, or agreement and while that part of the contract or the Additional Insured - Owners, agreement is in effect;and Lessees or Contractors - Completed Operations endorsement CG 20 37, b. Only as described in Paragraph (1), (2) or (3) without an edition date of such below,whichever applies: endorsement specified; (1) If the written contract or agreement the person or organization is an additional specifically requires you to provide insured only if the injury or damage is additional insured coverage to that person caused, in whole or in part, by acts or or organization by the use of: omissions of you or your subcontractor in (a) The Additional insured - Owners, the performance of"your work"to which the Lessees or Contractors (Form B) written contract or agreement applies;or endorsement CG 201011 85;or (3)If neither Paragraph (1) nor (2) above (b) Either or both of the following: the applies: Additional Insured - Owners, Lessees or (a)The person or organization is an Contractors - Scheduled Person Or additional insured only if, and to the Organization endorsement CG 20 10 10 extent that, the injury or damage is 01, or the Additional Insured - Owners, caused by acts or omissions of you or Lessees or Contractors - Completed your subcontractor in the performance Operations endorsement CG 20 37 10 of "your work" to which the written 01; contract or agreement applies;and the person or organization is an additional (b)Such person or organization does not insured only if the injury or damage arises qualify as an additional insured with out of "your work" to which the written respect to the independent acts or contract or agreement applies; omissions of such person or organization. CG D6 040219 ©2017 The Travelers Indemnity Company.All rights reserved. Page 1 of 2 COMMERCIAL GENERAL LIABILITY The insurance provided to such additional of an "occurrence" or an offense which may insured is subject to the following provisions: result in a claim. a. If the Limits of Insurance of this Coverage Part To the extent possible, such notice should shown in the Declarations exceed the minimum include: limits required by the written contract or (a)How, when and where the "occurrence" agreement, the insurance provided to the or offense took place; additional insured will be limited to such minimum required limits. For the purposes of (b)The names and addresses of any injured determining whether this limitation applies, the persons and witnesses;and minimum limits required by the written contract (c) The nature and location of any injury or or agreement will be considered to include the damage arising out of the "occurrence" minimum limits of any Umbrella or Excess or offense. liability coverage required for the additional insured by that written contract or agreement. (2)If a claim is made or"suit"is brought against This provision will not increase the limits of the additional insured: insurance described in Section III - Limits Of (a)Immediately record the specifics of the Insurance. claim or"suit"and the date received;and b. The insurance provided to such additional (b)Notify us as soon as practicable and see insured does not apply to: to it that we receive written notice of the (1) Any "bodily injury", "property damage" or claim or"suit"as soon as practicable. "personal injury"arising out of the providing, (3)Immediately send us copies of all legal or failure to provide, any professional papers received in connection with the claim architectural, engineering or surveying or "suit", cooperate with us in the services,including: investigation or settlement of the claim or (a)The preparing, approving, or failing to defense against the "suit", and otherwise prepare or approve, maps, shop comply with all policy conditions. drawings, opinions, reports, surveys, (4)Tender the defense and indemnity of any field orders or change orders, or the claim or "suit" to any provider of other preparing, approving, or failing to insurance which would cover such additional prepare or approve, drawings and insured for a loss we cover. However, this specifications;and condition does not affect whether the (b)Supervisory, inspection, architectural or insurance provided to such additional engineering activities. insured is primary to other insurance available to such additional insured which (2)Any "bodily injury" or "property damage" covers that person or organization as a caused by "your work" and included in the named insured as described in Paragraph 4., "products-completed operations hazard" Other Insurance,of Section IV- Commercial unless the written contract or agreement General Liability Conditions. specifically requires you to provide such coverage for that additional insured during the policy period. c. The additional insured must comply with the following duties: (1) Give us written notice as soon as practicable CG D6 040219 ©2017 The Travelers Indemnity Cornpany.All rights reserved, Page 2 of 2 COMMERCIAL GENERAL LIABILITY THIS ENDORSEMENT CHANGES THE POLICY.PLEASE READ IT CAREFULLY. XTEND ENDORSEMENT FOR TECHNOLOGY This endorsement modifies insurance provided under the following: COMMERCIAL GENERAL LIABILITY COVERAGE PART GENERAL DESCRIPTION OF COVERAGE - This endorsement broadens coverage. However,coverage for any injury, damage or medical expenses described in any of the provisions of this endorsement may be excluded or limited by another endorsement to this Coverage Part, and these coverage broadening provisions do not apply to the extent that coverage is excluded or limited by such an endorsement.The following listing is a general coverage description only. Read all the provisions of this endorsement and the rest of your policy carefully to determine rights,duties,and what is and is not covered. A. Non-Owned Watercraft-75 Feet Long Or Less I. Blanket Additional Insured - Mortgagees, B. Who Is An Insured-Unnamed Subsidiaries Assignees,Successors Or Receivers C. Who Is An Insured - Employees - Supervisory J. Blanket Additional Insured - Governmental Positions Entities- Permits Or Authorizations Relating To Premises D. Who Is An Insured - Newly Acquired Or Formed K. Blanket Additional Insured Governmental Limited Liability Companies Entities- Permits Or Authorizations Relating To E. Who Is An Insured - Liability For Conduct Of Operations Unnamed Partnerships Or Joint Ventures L. Medical Payments-Increased Limit F. Blanket Additional Insured - Persons Or M. Blanket Waiver Of Subrogation Organizations For Your Ongoing Operations As Required By Written Contract Or Agreement. N. Contractual Liability- Railroads G. Blanket Additional Insured - Broad Form O. Damage To Premises Rented To You Vendors H. Blanket Additional Insured-Controlling Interest PROVISIONS watercraft that you do not own that is: A. NON-OWNED WATERCRAFT - 75 FEET (1) 75 feet long or less;and LONG OR LESS (2)Not being used to carry any person 1. The following replaces Paragraph (2) of or property fora charge. Exclusion g., Aircraft, Auto Or B. WHO IS AN INSURED - UNNAMED Watercraft,in Paragraph 2.of SECTION I SUBSIDIARIES COVERAGES - COVERAGE A - The following is added to SECTION II - WHO BODILY INJURY AND PROPERTY IS AN INSURED: DAMAGE LIABILITY: Any of your subsidiaries, other than a (2)A watercraft you do not own that is: partnership or joint venture,that is not shown as (a)75 feet long or less;and a Named Insured in the Declarations is a Named Insured if: (b)Not being used to carry any person or property for a charge; a. You are the sole owner of, or maintain an ownership interest of more than 50% in, 2. The following replaces Paragraph 2.e. of such subsidiary on the first day of the policy SECTION II-WHO IS AN INSURED: period;and e. Any person or organization that, with b. Such subsidiary is not an insured under your express or implied consent, either similar other insurance. uses or is responsible for the use of a CG D4 17 0219 ©2017 The Travelers Indemnity Company.All rights reserved. Page 1 of 5 Includes copyrighted material of Insurance Services Office,Inc.with its permission. COMMERCIAL GENERAL LIABILITY No such subsidiary is an insured for "bodily organization in writing to us within injury" or "property damage" that occurred, or 180 days after you acquire or form it; "personal and advertising injury" caused by an or offense committed: (2)Until the end of the policy period, a. Before you maintained an ownership when that date is later than 180 days interest of more than 50% in such after you acquire or form such subsidiary;or organization, if you report such b. After the date, if any, during the policy organization in writing to us within period that you no longer maintain an 180 days after you acquire or form it; ownership interest of more than 50% in b. Coverage A does not apply to "bodily such subsidiary. injury" or "property damage" that For purposes of Paragraph 1.of Section Il- Who occurred before you acquired or formed is An Insured, each such subsidiary will be the organization;and deemed to be designated in the Declarations as: C. Coverage B does not apply to "personal a. A limited liability company; and advertising injury" arising out of an offense committed before you acquired b. An organization other than a partnership, or formed the organization. joint venture or limited liability company;or For the purposes of Paragraph 1. of Section C. A trust; II - Who Is An Insured, each such as indicated in its name or the documents that organization will be deemed to be govern its structure. designated in the Declarations as: C. WHO IS AN INSURED - EMPLOYEES - a. A limited liability company; SUPERVISORY POSITIONS b. An organization, other than a The following is added to Paragraph 2.a.(1) of partnership, joint venture or limited SECTION II-WHO IS AN INSURED: liability company;or Paragraphs (1)(a), (b) and (c) above do not c. A trust; apply to"bodily injury"to a co-"employee"while as indicated in its name or the documents in the course of the co-"employee's" that govern its structure. employment by you arising out of work by any of E. WHO IS AN INSURED - LIABILITY FOR your "employees" who hold a supervisory CONDUCT OF UNNAMED PARTNERSHIPS position. OR JOINT VENTURES D. WHO IS AN INSURED-NEWLY ACQUIRED The following replaces the last paragraph of OR FORMED LIMITED LIABILITY SECTION II-WHO IS AN INSURED: COMPANIES No person or organization is an insured with The following replaces Paragraph 3. of respect to the conduct of any current or past SECTION II-WHO IS AN INSURED: partnership or joint venture that is not shown as 3. Any organization you newly acquire or form, a Named Insured in the Declarations. This other than a partnership or joint venture, paragraph does not apply to any such and of which you are the sole owner or in partnership or joint venture that otherwise which you maintain an ownership interest of qualifies as an insured under Section II - Who Is more than 50%, will qualify as a Named An Insured. Insured if there is no other similar insurance F. BLANKET ADDITIONAL INSURED - available to that organization.However: PERSONS OR ORGANIZATIONS FOR a. Coverage under this provision is YOUR ONGOING OPERATIONS AS afforded only: REQUIRED BY WRITTEN CONTRACT OR (1) Until the 180th day after you acquire AGREEMENT or form the organization or the end The following is added to SECTION II - WHO of the policy period, whichever is IS AN INSURED: earlier, if you do not report such CG D417 0219 ©2017 The Travelers Indemnity Company.All rights reserved. Page 2 of 5 Includes copyrighted material of Insurance Services Office,Inc.with its permission. COMMERCIAL GENERAL LIABILITY Any person or organization that is not otherwise (3)Repackaging, unless unpacked solely for an insured under this Coverage Part and that you the purpose of inspection, have agreed in a written contract or agreement demonstration, testing, or the to include as an additional insured on this substitution of parts manufacturer, and Coverage Part is an insured, but only with then repackaged in the original respect to liability for"bodily injury"or"property container; damage"that: (4)Any failure to make such inspections, a. Occurs subsequent to the signing of that adjustments, tests or servicing as contract or agreement;and vendors agree to perform or normally b. Is caused, in whole or in part,by your acts or undertake to perform in the regular omissions in the performance of your course of business, in connection with ongoing operations to which that contractor the distribution or sale of "your agreement applies or the acts or omissions products"; of any person or organization performing (5)Demonstration, installation, servicing or such operations on your behalf. repair operations, except such The limits of insurance provided to such insured operations performed at such vendor's will be the minimum limits that you agreed to premises in connection with the sale of provide in the written contract or agreement, or "your products";or the limits shown in the Declarations, whichever (6)"Your products" that, after distribution are less. or sale by you, have been labeled or G. BLANKET ADDITIONAL INSURED - BROAD relabeled or used as a container, part or FORM VENDORS ingredient of any other thing or substance by or on behalf of such The following is added to SECTION II -- WHO vendor. IS AN INSURED: Coverage under this provision does not Any person or organization that is a vendor and apply to: that you have agreed in a written contract or a. Any person or organization from whom you agreement to include as an additional insured on have acquired "your products", or any this Coverage Part is an insured, but only with ingredient, part or container enteringinto, respect to liability for"bodily injury"or"property g damage"that: accompanying or containing such products; or a. Occurs subsequent to the signing of that b. Any vendor for which coverage as an contract or agreement;and additional insured specifically is scheduled b. Arises out of "your products" that are by endorsement. distributed or sold in the regular course of H. BLANKET ADDITIONAL INSURED - such vendor's business. CONTROLLING INTEREST The insurance provided to such vendor is subject 1. The following is added to SECTION II - to the following provisions: WHO IS AN INSURED: a. The limits of insurance provided to such vendor will be the minimum limits that you Any person or organization that has financial agreed to provide in the written contract or control of you is an insured with respect to agreement, or the limits shown in the liability for "bodily injury", "property Declarations,whichever are less. damage"or"personal and advertising injury" that arises out of: b. The insurance provided to such vendor does not apply to: a. Such financial control;or (1) Any express warranty not authorized by b. Such person's or organization's you or any distribution or sale for a ownership, maintenance or use of purpose not authorized by you; premises leased to or occupied by you. (2)Any change in "your products" made by The insurance provided to such person or such vendor; organization does not apply to structural alterations, new construction or demolition CG D4 17 0219 ©2017 The Travelers Indemnity Company.All rights reserved. Page 3 of 5 Includes copyrighted material of Insurance Services Office,Inc.with its permission. COMMERCIAL GENERAL LIABILITY operations performed by or on behalf of arising out of any structural alterations, such person or organization. new construction or demolition 2. The following is added to Paragraph 4. of operations performed by or on behalf of SECTION 11-WHO IS AN INSURED: such mortgagee, assignee, successor or receiver. This paragraph does not apply to any J. BLANKET ADDITIONAL INSURED - premises owner, manager or lessor that has GOVERNMENTAL ENTITIES - PERMITS OR financial control of you. AUTHORIZATIONS RELATING TO I. BLANKET ADDITIONAL INSURED - PREMISES MORTGAGEES, ASSIGNEES, SUCCESSORS OR RECEIVERS The following is added to SECTION I1 - WHO IS AN INSURED: The following is added to SECTION II - WHO Any governmental entity that has issued a IS AN INSURED: permit or authorization with respect to premises Any person or organization that is a mortgagee, owned or occupied by, or rented or loaned to, assignee, successor or receiver and that you you and that you are required by any ordinance, have agreed in a written contract or agreement law, building code or written contract or to include as an additional insured on this agreement to include as an additional insured on Coverage Part is an insured, but only with this Coverage Part is an insured, but only with respect to its liability as mortgagee, assignee, respect to liability for "bodily injury", "property successor or receiver for "bodily injury", damage" or "personal and advertising injury" "property damage" or"personal and advertising arising out of the existence, ownership, use, injury"that: maintenance, repair, construction, erection or a. Is "bodily injury" or "property damage"that removal of any of the following for which that occurs,or is"personal and advertising injury" governmental entity has issued such permit or caused by an offense that is committed, authorization: advertising signs, awnings, subsequent to the signing of that contract or canopies,cellar entrances,coal holes,driveways, agreement;and manholes, marquees, hoist away openings, sidewalk vaults, elevators, street banners or b. Arises out of the ownership,maintenance or decorations. use of the premises for which that K. BLANKET ADDITIONAL INSURED - mortgagee,assignee,successor or receiver is GOVERNMENTAL ENTITIES - PERMITS OR required under that contract or agreement to be included as an additional insured on AUTHORIZATIONS RELATING TO this Coverage Part. OPERATIONS The insurance provided to such mortgagee, The following is added to SECTION II - WHO assignee, successor or receiver is subject to the IS AN INSURED: following provisions: Any governmental entity that has issued a a. The limits of insurance provided to such permit or authorization with respect to mortgagee, assignee, successor or receiver operations performed by you or on your behalf will be the minimum limits that you agreed and that you are required by any ordinance, law, to provide in the written contract or building code or written contract or agreement agreement, or the limits shown in the to include as an additional insured on this Declarations,whichever are less. Coverage Part is an insured, but only with respect to liability for "bodily injury", "property b. The insurance provided to such person or damage" or "personal and advertising injury" organization does not apply to: arising out of such operations. (1) Any"bodily injury" or"property damage" The insurance provided to such governmental that occurs, or any "personal and entity does not apply to: advertising injury" caused by an offense that is committed,after such contract or a. Any "bodily injury", "property damage" or agreement is no longer in effect;or "personal and advertising injury" arising out of operations performed for the (2)Any "bodily injury", "property damage" governmental entity;or or "personal and advertising injury" CG D417 0219 ©2017 The Travelers Indemnity Company.All rights reserved. Page 4 of 5 Includes copyrighted material of Insurance Services Office,Inc.with its permission. i COMMERCIAL GENERAL LIABILITY b. Any "bodily injury" or "property damage" b. "Personal and advertising injury" caused by included in the "products-completed an offense that is committed; operations hazard". subsequent to the execution of the contract or L. MEDICAL PAYMENTS-INCREASED LIMIT agreement. The following replaces Paragraph 7. of N. CONTRACTUAL LIABILITY- RAILROADS SECTION III-LIMITS OF INSURANCE: 1. The following replaces Paragraph e, of the 7. Subject to Paragraph 5. above, the Medical definition of "insured contract" in the Expense Limit is the most we will pay under DEFINITIONS Section: Coverage C for all medical expenses because c. Any easement or license agreement; of "bodily injury" sustained by any one person,and will be the higher of: 2. Paragraph f.(1) of the definition of"insured contract" in the DEFINITIONS Section is a. $10,000;or deleted. b. The amount shown in the Declarations of O. DAMAGE TO PREMISES RENTED TO YOU this Coverage Part for Medical Expense Limit. The following replaces the definition of M. BLANKET WAIVER OF SUBROGATION "premises damage" in the DEFINITIONS Section: The following is added to Paragraph 8., "Premises damage" means "property damage" Transfer Of Rights Of Recovery Against to: Others To Us, of SECTION IV - COMMERCIAL GENERAL LIABILITY a. Any premises while rented to you or CONDITIONS: temporarily occupied by you with permission of the owner;or If the insured has agreed in a contract or b. The contents of any premises while such agreement to waive that insured's right of premises is rented to you, if you rent such recovery against any person or organization,we premises for a period of seven or fewer waive our right of recovery against such person consecutive days. or organization, but only for payments we make because of: a. "Bodily injury" or "property damage" that occurs;or CG D417 0219 ©2017 The Travelers Indemnity Company.All rights reserved. Page 5 of 5 Includes copyrighted material of Insurance Services Office,Inc.with its permission. Zoho Sign Document ID:XTMB4Y60LLAP-E4BKK8OG6BPLGYQPXPOLRV_OAPOB8E SERVICE AGREEMENT BETWEEN THE CITY OF HUNTINGTON BEACH AND LOCALITY MEDIA,INC. dba FIRST DUE FOR FIRST DUE SUITE THIS AGREEMENT("Agreement") is made and entered into by and between the City of Huntington Beach, a municipal corporation of the State of California,hereinafter called"City," and Locality Media, Inc. dba First Due,hereinafter referred to as "Contractor." Recitals A. The City desires to retain a Contractor having special skill and knowledge in the field of Fire Department related modules; Automated Pre-Plans,Pre-Planning, Responder, Incident Responding and Implementation &Training. B. Contractor represents that Contractor is able and willing to provide such services to the City. C. Contractor entered into a Consultant Agreement with the Consolidated Fire Agencies on or about July 1, 2021, referred to as"CONFIRE JPA." City desires to "piggyback"on the CONFIRE JPA Contract pursuant to HBMC Section 3.02.190(C)(2), and unless otherwise noted, contained in this Agreement, or in conflict with this Agreement,the Parties wish to be bound by the same terms and conditions as the CONFIRE JPA Contract-. D. In undertaking the performance of this Agreement, Contractor represents that it is knowledgeable in its field and that any services performed by Contractor under this Agreement will be performed in compliance with such standards as may reasonably be expected from a comparable company or firm in the field. Contractor has been selected to perform these services pursuant to Huntington Beach Municipal Code Chapter 3.02, NOW, THEREFORE, it is agreed by City and Contractor as follows; 1. Scope of Services Contractor 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." Contractor hereby designates Nicole Steeneken, Senior Account Executive, who shall represent it and be its sole contact and agent in all consultations with City during the performance of this Agreement. 22-11269/283445 1 Zoho Sign Document ID:XTMB4Y60LLAP-E4BKK8OG6BPLGYQPXPOLRV_OAPOB8E 2. City Staff Assistance City shall assign a staff coordinator to work directly with Contractor in the performance of this Agreement, 3. Compensation a, City agrees to pay, and Contractor agrees to accept as total payment for its services, the rates and charges identified in Exhibit`B." The total sum to be expended under this Agreement, shall not exceed Forty-Six Thousand Dollars($46,000)per year for any one year during the term of this Agreement, with a two year aggregate total not to exceed amount of Eighty-Four Thousand Five Hundred Dollars ($84,500,00). b. Payment of the above listed First Year fees in the amount of Forty-Six Thousand Dollars ($46,000.00)will be invoiced on or around the Commencement Date and payment by City shall be made within thirty(30) days following receipt of proper invoice evidencing work performed, subject to City accounting procedures. Payment need not be made for work which fails to meet the standards of performance set forth in the Recitals which may reasonably be expected by City. C. Contractor shall be paid pursuant to the terms of Exhibit "B." 4. Term Time is of the essence of this Agreement. The services of Contractor are to commence July, 12022, or as soon as practicable after the execution of this Agreement by City (the"Commencement Date") and terminate June 30, 2024, unless terminated earlier in accordance with the provisions of this Agreement. Contract may be extended for 2 additional one-year periods if mutually agreed to in writing by both parties. The time for performance of the tasks identified in Exhibit"A"are generally to be shown in Exhibit"A." This schedule and Term may be amended to benefit the Project if mutually agreed to in writing by City and Contractor, In the event the Commencement Date precedes the Effective Date, Contractor shall be bound by all terms and conditions as provided herein. 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," Contractor will undertake such work only after receiving written authorization from City. Additional compensation for such extra work shall be allowed only if the prior written approval of City is obtained. 22-11269/283445 2 Zoho Sign Document ID:XTMB4Y60LLAP-E4BKK8OG6BPLGYQPXPOLRV_OAPOB8E 6. Hold Harmless Contractor hereby agrees to protect, defend, indemnify and hold harmless City, its officers, elected or appointed officials, employees, agents, and volunteers from and against any and all claims, damages, losses,expenses,judgments, demands and defense costs, and consequential damage or liability of any kind or nature,however caused, including those resulting from death or injury to Contractor's employees and damage to Contractor's property, arising directly or indirectly out of the obligations or operations herein undertaken by Contractor, caused in whole or in pail by any negligent act or omission of the Contractor, any subcontractors, anyone directly or indirectly employed by any of them or anyone for whose acts any of them may be liable, including but not limited to concurrent active or passive negligence, except where caused by the active negligence, sole negligence,or willful misconduct of the City. Contractor will conduct all defense at its sole cost and expense and City shall approve selection of Contractor'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 a limitation upon the amount of indemnification to be provided by Contractor. 7. Workers Compensation Insurance Pursuant to California Labor Code Section 1861, Contractor acknowledges awareness of Section 3700 et seq. of this Code,which requires every employer to be insured against liability for workers' compensation; Contractor covenants that it will comply with such provisions prior to commencing performance of the work hereunder. Contractor shall obtain and furnish to City workers' compensation and employer's liability insurance in an amount of not less than the State statutory limits, Contractor shall require all subcontractors to provide such workers' compensation and employer's liability insurance for all of the subcontractors' employees. Contractor shall furnish to City a certificate of waiver of subrogation under the terms of the workers' compensation and employer's liability insurance and Contractor shall similarly require all subcontractors to waive subrogation. 8. General Liability Insurance In addition to the workers' compensation and employer's Iiability insurance and Contractor's covenant to defend, hold harmless and indemnify City, Contractor shall obtain and furnish to City, a policy of general public liability insurance, including motor vehicle coverage covering the Project/Service. This policy shall indemnify Contractor, its officers, employees and agents while acting within the scope of their duties, against any and all claims arising out of or in connection with the Project/Service, and shall provide coverage in not less than the following amount: combined single limit bodily injury and property damage, including products/completed operations liability and blanket contractual liability, of One Million Dollars ($1,000,000) per occurrence. If coverage is provided under a form which includes a designated general aggregate limit, 22-11269/283445 3 Zoho Sign Document ID:XTMB4Y60LLAP-E4BKK8OG6BPLGYQPXPOLRV_OAPOB8E the aggregate limit must be no less than One Million Dollars ($1,000,000) per occurrence. If coverage is provided under a form which includes a designated general aggregate limit,the aggregate limit must be no less than One Million Dollars ($1,000,000)for this Project/Service. This policy shall name City, its officers, elected or appointed officials,employees, agents, and volunteers as Additional Insureds, and shall specifically provide that any other insurance coverage which may be applicable to the Project/Service shall be deemed excess coverage and that Contractor's insurance shall be primary. Under no circumstances shall said above-mentioned insurance contain a self- insured retention, or a"deductible"or any other similar forth of limitation on the required coverage. 9. Automobile Liability Insurance Contractor shall obtain and furnish to City an automotive liability insurance policy covering the work performed by it hereunder. This policy shall provide coverage for Contractor's automotive liability in an amount not less than One Million Dollars ($1,000,000.00)per occurrence and a separate "Additional Insured Endorsement"page listing both the policy number and naming the "City of Huntington Beach, its officers, elected or appointed officials, employees, agents and volunteers" as additional insured on the endorsement. The above-mentioned insurance shall not contain a self-insured retention, "deductible" or any similar form of limitation on the required coverage except with the express written consent of City. 10. Certificate of Insurance Prior to commencing performance of the work hereunder, Contractor 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 C. 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. Contractor shall maintain the foregoing insurance coverage in force until the work under this Agreement is fully completed and accepted by City. This requirement for carrying the foregoing insurance coverage shall not derogate from Contractor's defense,hold harmless and indemnification obligations as set forth in this Agreement. City or its representative shall at all times have the right to demand the original or a copy of the policy of insurance. Contractor shall pay, in a prompt and timely manner,the premiums on the insurance hereinabove required. 22-11269/283445 4 Zoho Sign Document ID:XTMB4Y6OLLAP-E4BKK80G6BPLGYQPXPOLRV_OAPOB8E 11. Independent Contractor Contractor 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. Contractor 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 Contractor and its officers, agents and employees and all business licenses, if any, in connection with the Project and/or the services to be performed hereunder. 12. Conflict of Interest Contractor covenants that it presently has no interests and shall not have interests, direct or indirect, which would conflict in any manner with performance of services specified under this Agreement. 13. Termination This Agreement may be terminated by the City upon thirty (30) days written notice of termination. In such event, Contractor shall be entitled to receive and the City shall pay Contractor compensation for all services performed by Contractor prior to receipt of such notice of termination, subject to the following conditions: a. Upon termination Contractor will provide to City the City's data within 45 days of a written notice request. b. Payment need not be made for work which fails to meet the standard of performance specified in the Recitals of this Agreement. 14. Exclusivity and Amendment This Agreement represents the complete and exclusive statement between the City and Contractor, and supersedes any and all other agreements, oral or written, between the parties. In the event of a conflict between the terms of this Agreement and any attachments hereto,the terms of this Agreement shall prevail. This Agreement may not be modified except by written instrument signed by the City and by an authorized representative of Contractor. The parties agree that any terms or conditions of any purchase order or other instrument that are inconsistent with, or in addition to,the terms and conditions hereof, shall not bind or obligate Contractor or the City. Each party to this Agreement acknowledges that no representations, inducements,promises or agreements, orally or otherwise,have been made by any party, or anyone acting on behalf of any party, which are not embodied herein. 22-11269/283445 5 Zoho Sign Document ID:XTMB4Y60LLAP-E4BKK8OG6BPLGYQPXPOLRV_OAPOB8E 15. Assignment Inasmuch as to this Agreement is intended to secure the specialized services of Contractor, Contractor may not assign,transfer, delegate, or subcontract any interest herein without the prior written consent of the City and any such assignment,transfer, delegation or subcontract without the City's prior written consent shall be considered null and void. Nothing in this Agreement shall be construed to limit the City's ability to have any of the services which are the subject to this Agreement performed by City personnel or by other Contractors retained by City. 16. City Employees and Officials Contractor 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. 17. Notices Any notices, certificates, or other communications hereunder shall be given either by personal delivery to Contractor's agent(as designated 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 below. City and Contractor 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 U.S. certified mail-return receipt requested: To City: Contractor: City of Huntington Beach Locality Media, Inc. dba First Due Attn: Scott Haberle,Fire Chief Attn: Nicholas Dunigan 2000 Main Street 107 7th Street Huntington Beach, CA 92648 Garden City,NY 18. Consent When City's consent/approval is required under this Agreement, its consent/approval for one transaction or event shall not be deemed to be a consent/approval to any subsequent occurrence of the same or any other transactions or event. 19. Modification No waiver or modification of any language in this Agreement shall be valid unless in writing and duly executed by both parties. 22-11269/283445 6 Zoho Sign Document ID:XTMB4Y60LLAP-E4BKK8OG6BPLGYQPXPOLRV_OAPOB8E 20. Section Headings The titles, captions, section,paragraph and subject headings, and descriptive phrases at the beginning of the various sections in this Agreement are merely descriptive and are included solely for convenience of reference only and are not representative of matters included or excluded from such provisions,and do not interpret,define, limit or describe, or construe the intent of the parties or affect the construction or interpretation of any provision of this Agreement. 21. Interpretation of this Agreement The language of all parts of this Agreement shall in all cases be construed as a whole, according to its fair meaning, and not strictly for or against any of the parties. If any 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 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. 22, Duplicate Original The original of this Agreement and one or more copies hereto have been prepared and signed in counterparts as duplicate originals, each of which so executed shall, irrespective of the date of its execution and delivery, be deemed an original. Each duplicate original shall be deemed an original instrument as against any party who has signed it. 23. Immieration Contractor 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. 24. Legal Services Subcontracting Prohibited Contractor and City agree that City is not liable for payment of any subcontractor work involving legal services, and that such legal services are expressly outside the scope of services contemplated hereunder. Contractor understands that pursuant to Huntington Beach City Charter Section 309,the City Attorney is the exclusive legal counsel for City, 22-11269/283445 7 Zoho Sign Document ID:XTMB4Y60LLAP-E4BKK8OG6BPLGYQPXPOLRV_OAPOB8E and City shall not be liable for payment of any legal services expenses incurred by Contractor. 25. Confidentiality Contractor recognizes that in the performance of its duties under this Agreement, it must conduct its activities in a manner designed to protect information of a sensitive nature from improper use or disclosure. Contractor warrants that it will use reasonable efforts consistent with practices customary in the facilities management industry in recruiting,training and supervising employees and in otherwise performing its duties hereunder in order to achieve this result. In the furtherance of this, Contractor agrees, at the request of the City,to require its employees to execute written undertakings to comply with the foregoing confidentiality provision. 26. Discrimination Contractor shall not discriminate because of race, color, creed,religion, sex, marital status, sexual orientation, age,national origin, ancestry, or disability, as defined and prohibited by applicable law, in the recruitment, selection, training, utilization, promotion,termination or other employment related activities. Contractor affirms that it is an equal opportunity employer and shall comply with all applicable federal, state and local laws and regulations. 27. Jurisdiction--Venue This Agreement and all questions relating to its validity, interpretation, performance, and enforcement shall be government and construed in accordance with the laws of the State of California. This Agreement has been executed and delivered in the State of California and the validity, interpretation,performance, and enforcement of any of the clauses of this Agreement shall be determined and governed by the laws of the State of California. Both parties further agree that Orange County, California, shall be the venue for any action or proceeding that may be brought or arise out of, in connection with or by reason of this Agreement. 28. Professional Licenses Contractor shall,through the term of this Agreement, maintain all necessary licenses,permits, approvals,waivers, and exemptions necessary for the provision of the services hereunder and required by the laws and regulations of the United States, the State of California,the City of Huntington Beach and all other governmental agencies. Contractor shall notify the City immediately and in writing of her inability to obtain or maintain such permits, licenses, approvals, waivers,and exemptions. Said inability shall be cause for termination of this Agreement. 22-11269/283445 8 Zoho Sign Document ID:XTMB4Y60LLAP-E4BKK8OG6BPLGYQPXPOLRV_OAPOB8E 29. Attorney's Fees In the event suit is brought by either party to construe, interpret and/or enforce the terms and/or provisions of this Agreement or to secure the performance hereof, each party shall bear its own attorney's fees, such that the prevailing party shall not be entitled to recover its attorney's fees from the non-prevailing party. 30. Survival Terms and conditions of this Agreement, which by their sense and context survive the expiration or termination of this Agreement, shall so survive. 31. Governinz Law This Agreement shall be governed and construed in accordance with the laws of the State of California. 32. Signatories Each undersigned represents and warrants that its signature hereinbelow has the power, authority and right to bind their respective parties to each of the terms of this Agreement, and shall indemnify City fully for any injuries or damages to City in the event that such authority or power is not, in fact,held by the signatory or is withdrawn. 33. Entirety (a) The parties acknowledge and agree that they are entering into this Agreement freely and voluntarily following extensive arm's length negotiation, and that each has had the opportunity to consult with legal counsel prior to executing this Agreement. The parties also acknowledge and agree that no representations, inducements, promises, agreements or warranties, oral or otherwise, have been made by that party or anyone acting on that party's behalf, which are not embodied in this Agreement, and that that party has not executed this Agreement in reliance on any representation, inducement, promise, agreement warranty, fact or circumstance not expressly set forth in this Agreement. (b) All Exhibits referenced herein and attached hereto shall be incorporated as if fully set forth in the body of this Agreement. 22-11269/283445 9 Zoho Sign Document ID:XTMB4Y60LLAP-E4BKK8OG6BPLGYQPXPOLRV—OAPOB8E 34. Effective Date IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed by and through their authorized officers. This Agreement shall be effective on the date of its approval by the Mayor. This Agreement shall expire when terminated as provided herein. CONTRACTOR CITY OF I 1UNTINGTON BEACH, a LOCALITY MEDIA, INC. dba FIRST DUE municipal corporation of the State of a Corporation California B y:, Mayor Andreas Huber Print name ITS: (circle one)Chairman/President/ Vice President CEO City Clerk ANI) By: Ranni EI-Choufani INITIATED AND APPROVED: Print name ITS: (circle one) Secretary/Chief Financial Officer/Asst. Secretary-Treasurer coo Fire Chief APPROVED A FORM: City At I rticy j#kv WE AND APPROVED: ty Manag 22-11269/283445 1.0 Zoho Sign Document ID:XTMB4Y60LLAP-E4BKK8OG6BPLGYQPXPOLRV_OAPOB8E Exhibit A Y G.. ~Y We are excited to present pricing for the First Due Suite! Please see below detailed breakdown. It is important to note that First Due is a cloud based system,which means all Support, Maintenece, Hosting and Upgrades are ALWAYS INCLUDED. Included Modules Automated Pre-Plans Assessor Connection to data sources to provide pre-plans on every structure even Building Permits residential. RMS System Pre-Planning The ability to create and manage occupancies/pre-incident plans using Occupancies first due's pre-plan module including geospatial information,general Pre-Planning $ 28,000.00 property data contacts,hazmat and images. Hydrants Responder Access Mobile resp on d er web,iOSand Android a p p lica i ion s wh ich includes CADLink,dispatch notifications,routing and incident/layer mapping. Incident Reporting Incident Reporting Module,allowing your agency to initiate,complete NF1RS and send Incident Documentation to required regulatory bodies at state $ 10,500.00 and local level. Implementation &Training First Due will provide Set-up and Onilne Training of all the modules above. 3 Days Onsite Training $ 7,500.00 Any onsite training and customization is listed here. First Year $ 46,000.00 Ongoing $ 38,500.00 Optional Add-Ons Community Connect Allows Emergency Response Agencies to communicate with their residents $ 6,000.00 and commercial property owners by providing them portal access to add critical data about their property and its occupants, Zoho Sign Document ID:XTMB4Y60LLAP-E4BKK8OG6BPLGYQPXPOLRV_OAPOB8E 1-a Exhibit A firstdue March 1, 2022 Huntington Beach Fire Department 2000 Main Street Huntington Beach, CA, 92648 RE: First Due is the sole source for fire & life safety-based automated pre- plans, occupancy management, responder, incident reporting, CAD integration, and assets and inventory services for the Huntington Beach Fire Department. Dear Chief Witt, Locality Media Inc dba First Due provides end-to-end support for fire/EMS services, fulfilling the identified needs and requirements set forth by the Huntington Beach Fire Department. This software is exclusively owned by Locality Media, Inc. and we are the sole provider of this solution.We offer: • A best-of-breed Pre-Incident Planning and Occupancy Management solution to collect data and create comprehensive pre-plans in the field, and even automatically create pre-plans on every structure by interfacing with data sources such as the assessor's office and the building department. • A complete Mobile Responder, tied to dispatch, so crews can access critical information at the time of response, as well as be notified en-route to the call, all on web, iOS, and Android. • An Incident Reporting platform with automated NFIRS reporting. • Full CAD integration. • Asset and Inventory Management with real-time insight and statistics into apparatus & equipment health, usage, and compliance, seamlessly linked to First Due Scheduling, Incident Reporting & more. All components of our platform are designed, produced and sold exclusively by First Due in New York, New York. For more information, please visit www.firstdue.com, Andreas Huber CEO I First Due 107 Seventh St 888.504.0016 Garden City, NY 11530 FirstDue.com Zoho Sign Document ID:XTMB4Y60LLAP-E4BKK8OG6BPLGYQPXPOLRV_OAPOB8E Exhibit B PAYMENT SCHEDULE FOR SERVICE AGREEMENT BETWEEN THE CITY OF HUNTINGTON BEACH AND LOCALITY MEDIA, INC. (DBA FIRST DUE) FOR FIRST DUE SUITE CONTRACTOR's fees for such services shall be based upon the following payment schedule; Description Not to Exceed $ Amount First Year $46,000.00 Second Year $38,500.00 Total $84,500.00 Zoho Sign Document ID:XTMB4Y60LLAP-E4BKK8OG6BPLGYQPXPOLRV_OAPOB8E Exhibit B • • : - • 1 - it - • • We are excited to present pricing for the First Due Suite! Please see below detailed breakdown. It is important to note that First Due is a cloud based system, which means all Support, Maintenece, Hosting and Upgrades are ALWAYS INCLUDED, Included Modules Automated Pre-Plans Assessor Connection to data sources to provide pre-plans on every structure even Building Permits residential. RMS System Pre-Planning The ability to create and manage occupancies/pre-incident plans using occupancies first due's pre-plan module including geospotial information,general Pre-Planning $ 28,000.00 properly data contacts,hazmai and Images. Hydrants Responder Access Mobile responderweb,ioS and Android applications which includes CADUnk,dispatch notifications,routing and incident/layer mapping. Incident Reporting incident Reporting Module,allowing your agency to initiate,complete NFlRS 10,500,00 and send Incident Documentation to required regulatory bodies at state $ and local level, Implementation&Training First Due will provide Set-up and Oniine Training of all the modules above. $ 7,500.00 Any onsite training and cuslomization is listed here. 3 Days On site Training First Year $ 46,000.00 Ongoing $ 38,500,00 Optional Add-Ons Community Connect Allows Emergency Response Agencies to communicate with]heir residents $ 6,000.00 and commercial property owners by providing them portal access to add critical data about their property and its occupants. 0 DATE(NIM/)DAWYl') ACQRV�0 CERTIFICATE OF LIABILITY INSURANCE t OMM2022 THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER.THIS CERTIFICATE DOES NOTAFFIIWIATIVELY Olt NEGATIYELY AMEND.EXTEND OR ALTER THE COYERAGE AFFORDED BY THE POLICIES BELOW.THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONYRACT BETRTEN THE ISSUING INSURER(S),AUTIIORIZED REPRESENTATIVE OR PRODUCER,'AND THE CERTIFICATE HOLDER IMPORTANT:lithe certificate holder Is on ADDITIONAL INSURED,the policy(Ics)most base ADDITIONAL INSURED prodslons or he endorsed.If SUBROGATION 1S 1s'AIVED,subject to the terns and conditions of the paiky,cerialn policies may regnlre an endorsement.A stalentenl on this certificate dots not confer rights to the tertillcate holder in lieu of ssech endorsemesN(s). PRODUCER CONTACT'NAME: Millennial Specialty Insurance LLC dint Founder Shield PHONE(A/C No.EzQ:646.854-1058 FAX WC No): 114 E25th St,,Nv Floor New York,New fork,IOOIO E-MAMADDRESS:eol@found m ershield.en New INSURERS)AFFORDING COVERAGE NAIC M INSURER A:Hartford Fire Insurance Co 19682 INSURED INSURER B:IISB Specialty Insurance Conspauy LocalityAled)n Inc INSURER C:Evanston Insurance Co 35378 107 71h street INSURER D: Garden City,New York,11530 INSURER F.: INSURER F: COVERAGES CERTIFICATE NUMBER: REVISION NUMBER: THIS IS TO CERTIFY THATTHE POLICIES OF INSURANCE LISTED BELOW HAVE DEEP ISSUED TOTHE INSUREDNAMED ABOVE FOR THE POLICY PERIOD INDICATED,NOTR7TIISTANDING ANY REQUIREMENT,TEILM Olt CONDITION OF ANY COYfRACT OR OTHER DOCUAIENT WITII RESPECT TO WHICH TIIIS CERTIFICATE MAY HE ISSUED OR MAY PERTAIN,THE LNSURANCE AF'PORDED BY TIIC POLICIES DESCRIBED lintEI N IS SUBJECT TO ALL TIIE TEMMS,EXCLUSIONS AND CONDITIONS OFSUCH POLICIES.LIMITS SHORN MAY HAVE BEEN REDUCED BY PAID CLAIMS. TNSR TYPE OF INSURANCE ADDI, SURR POLICY NUMBER POLICY EFF POLICY ENP LIMITS L1'It TNSD R1'D (JIJUDDA'YYtij (MMmwn Yl0 COMMERCIAL GENERAL LIABILITY EACIf OCCURRENCE 52,000,000.00 It 1 CLAIMS AIADF',%//OCCUR DAMAGE TO RENTED S1,000,000A0 PREMISES(Ea occurrence) l SEED EXP(Any one person) S10,000.00 A CEN'L AGGREGATE LIMIT APPLIES PER: jY, IOSBAlAH3E81Z 08/15/2022 08/tS12023 PERSONAL.&•ADV INJURY $2,000,000.00 POLICY!, I PROJECT';S/LOC GENERAL AGGREGATE S4,000,000.00 PRODUCTS-CONIP/OPAGG S4,000,000.00 iOTHER AUTOMOBILE,LIABILITY COMBINED SINGLE LIMIT S2,000,000.00 1 ANY AUTO (ER accident) BODILY INJURY(Per person) !. :OWNF.DAUTOS i A ONLY t: -SCt1EDULED 10SBMARMNIZ 08fiS/2022 08/15/2023 BODILY INJURY(Per � accident) ONONLY HIRED AUTOS ONLY ¢ NON-OWNED AUTOS PROPERTY'DAATAC F.(Per / accident) ,Y i UMBRELLA LIAB EXCESS LIAB Each occureuce S1,000,000.00 A - 10SBMA113ENIZ 08/1512022 08/15/2023 (1lfOCCul1 { 'CLAIAIS-AIADE Aggregate SI,000,000.00 11'ORKERSCO\IPENSATIONANDEAIPLOVERS'LIABILITI' APPROVED AS TO FOR 4 t. PERSTATUTF.1 ANYP I%OPILIETOIUPARTNER)EXECUTtV VJN �"� OTHER OFFICERAIE.MBF.R EXCLUDED? N -- (hiandatoryin Nit) 8 '"'r/- E.L,EACH ACCIDEN Ifyts,describe under DESCRIPTION OFOPERATIONS below N/A Y:'�' MICHAE L E, GATES E.L,DISEASE-£A CITY ATTORNEY EMPLOYEE CITY OF HUN fINGTON BE IkCH E.L.DISEASE-POLICY LI,hIIT B Cyber Liability,Errors&Omisslons,Nledla Liability ! i 6612394-01 09/1812021 09/18f2022 S 2.000.000 per Oct S2,000,000 In Ogg C Directors&Officers CML•QL3EIIQ•B21 09/27/2021 09/27/2022 S500,000 peroee S500,000 to agg i DESCRIPTION OF OPERATIONS/LOCATIONS/VEHICLES(ACORD 101,Additional Remarks Schedule,my he onathed If more spare is requlrtd) City of Huallogton Death,Its olBeers,elected or appointed olilelals,employees,agents and volunteers are Included as on Additional Insured on the above reltrenced policy sshere required by written contract. CERTIFICATE HOLDER CANCELLATION SHOULD ANY OFTIIE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE City of Hunihlglon Beach THEREOF,NOTICE R'I LL HE DELI VEILED IN ACCORDANCE WIl'H THE POLICY PROVISIONS. 2000 lfaln Street Huntington Beath,CA 92648 AUTHORIZED REPRESEl\TATIVC tO 1988-2016 ACORT)CORPOI2A'rm.All rights roerYC(l til/YIY liVI\t1L�.t4'lYl Kl�i�J Ol...t1L`LVL.L. Lttennetlin�y Insured Policy Number Insurer Effective Date ADDITIONAL REMARKS This Additional Remarks form is a schedule to ACORD form, Form Title Locality Media Inc- City of Form Number: Huntington Beach COI INSR TYPE Or ADDL SUBR POLICY POLICY EF LTR INSURANCE INSD WVD NUMBER (D4M/DD/YYYY) POLICY EXP(114M/Dll/YYYY) LIMIT'S 1988-2016 ACORD CORPORATION.All rights reserved ACORN CERTIFICATE 4F LIABILITY INSURANCE DA05/202022TE ) ae�2o><2a2z THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER,AND THE CERTIFICATE HOLDER. IMPORTANT: If the certificate holder Is an ADDITIONAL INSURED,the policy(les)must have ADDITIONAL INSURED provisions or be endorsed. If SUBROGATION IS WAIVED,subject to the terms and conditions of the policy, certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsements. PRODUCER co rper Justworks Customer Success Doug Jones(Justworks) PHONE (888)534 1711 IF VC No c/o Artex Risk Solutions,Inc. EMAIL P.O.Box 13838 ADDR SS: support@justworks.com Scottsdale,AZ 85267 INSURERS AFFORDING COVERAGE NAIC# INSURER A:American Zurich Insurance Company 40142 INSURED INSURER B: Justworks Employment Group LLC Labor Contractor,for co-employees of:Locality Media Inc. dba:First Due Size-Up INSURERC: PO Box 7119 Church Street Station INSURER D: New York,NY 10008-7119 INSURER E INSURER F: COVERAGES CERTIFICATE NUMBER:22NYOI7951082 REVISION NUMBER: THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT,TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES.LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. ILTR NSR XP TYPEOFtNSURANCE ADDL UBR POLICY NUMBER POLICY MMIDCOYYYY LIMITS COMMERCIAL GENERAL LIABILITY EACH OCCURRENCE $ _11AMAG TO RENTEV CLAIMS-MAOE OCCUR PREMISES a occurrence) $ MEP EXP Any oneperson) $ PERSONAL 6 AOV INJURY $ GEN'L AGGREGATE LIMITAPPLIES PER: GENERAL AGGREGATE $ POLICY❑PRO JECT 1:1 LOC PRODUCTS-COMPIOP AGG $ OTHER: $ AUTOMOBILE LIABILITY COMB L IMIT $ Ea accident ANY AUTO BODILY INJURY(Per person) $ OWNED SCHEDULED BODILY INJURY(Per accident) $ AUTOS ONLY AUTOS HIRED NON-OWNED PPROPERTYDAMAGE $ AUTOS ONLY AUTOS ONLY UMBRELLA LIAR OCCUR EACH OCCURRENCE $ EXCESS LIAR HCLAIMS-MADE AGGREGATE $ DED I RETENTION$ $ WORKERS COMPENSATIOJOTH N AND EMPLOYERS'LIABILITY PTATUT YIN Al ER ANYPROPRIETORIPARTNERIEXECUTIVE E.L.EACH ACCIDENT $ 2,000 000 A OFFICERIMEMBEREXCLUDED? NIA WCO2-14-747-05 06/01/2022 06/01/2023 (Mandatory In NH) E.L.DISEASE-EA EMPLOYEE $ 2,000,000 If yes,describe under DESCRIPTION OF OPERATIONS below E.L.DISEASE-POLICY LIMIT 1$ 2,000,000 Location Coverage Period: 06/01/2022 06/01/2023 Client# 19343-NY DESCRIPTION OF OPERATIONS/LOCATIONS/VEHICLES(ACORD lot,Additional Remarks Schedule,may be attached if more apace is required) Coverage is provided for Locality Media Inc. dba:First Due Size-Up only those co-employees 107 7th street of,but not subcontractors Garden City,NY 11530 to: CERTIFICATE HOLDER CANCELLATION City of Huntington Beach SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE 2000 Main Street THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN Huntington Beach,CA 92648 ACCORDANCE WITH THE POLICY PROVISIONS, AUTHORIZjE�DD REPRESENTATIVE � ✓� .' 01988-2015 ACORD CORPORATION. All riahts reserved. PolicyChange : THE .... Business owner's Policy HART FORD The following Additional Insured has been added as an Additional Insured-Owners, Lessees, or Contractors -Ongoing Operations-Scheduled Person or Organization. e• • . • s •• a•: Location The City of Huntington Beach,Its Officers,Elected or Appointed 2000 MAIN ST HUNTINGTON Officials,Employees,Agents,and Volunteers,2000 MAIN ST, BEACH,CA 92648-2702 na HUNTINGTON BEACH,CA 92648-2702 The following Additional Insured has been added as an Additional Insured-Owners, Lessees or Contractors-Completed Operations. • . ••: :rat ons The City of Huntington Beach,Its Officers,Elected or Appointed 2000 MAIN ST HUNTINGTON Officials,Employees,Agents,and Volunteers,2000 MAIN ST, BEACH,CA 92648-2702 na HUNTINGTON BEACH,CA 92648-2702 Policy is amended to add the following Endorsement Forms reflecting the changes made to your policy. s- s- •. r ADDITIONAL INSURED-OWNERS, LESSEES OR CONTRACTORS- SL 30 24 10 18 ONGOING OPERATION- Liability SCHEDULED PERSON OR ORGANIZATION ADDITIONAL INSURED-OWNERS, SL 30 36 10 18 LESSEES OR CONTRACTORS- Liability COMPLETED OPERATIONS Policy is amended to revise the following Endorsement Forms reflecting the changes made to your policy. FORM1 f � SPECTRUM SUPPLEMENTAL SC 00 02 10 18 SCHEDULE OF AUDITABLE Common COVERAGES SC 00 06 10 18 POLICY CHANGE Common Form SC 00 06 10 18 Page 2 of 2 Process Date: 07/28/2022 ©2018, The Hartford Policy Expiration Date: 08/15/2023 (May include copyrighted material of Insurance Services Office, Inc.,with its permission) PolicyChange : THE ' , Business Owner's Policy HARTFORD Policy Number: 10 SBM AH3EMZ Insurer: Hartford Underwriters Insurance Company, a Policy Period: 08/15/2022 to 08/15/2023 property and casualty company of The Hartford Named Insured and Mailing Address: Locality Media, Inc., One Hartford Plaza, Hartford, CT 06155 107 7TH ST, Name of A ent/Broker: GARDEN CITY, NY 11530-5717 g MILLENNIAL SPECIALTY INSURANCE LLC Policy Change Number: 3 4211 W BOY SCOUT BLVD STE 800 TAMPA, FL 33607 Policy Change Effective Date: 08115/2022, Effective hour is the same as stated in the Code: 10257698 Declarations Page of the Policy. Coverage Parts Affected: Liability Common This is NOT a bill. However, any changes in your premium will be reflected in your next billing statement. You will receive a separate bill from The Hartford. If you are enrolled in repetitive EFT draws from your bank account, changes in premium will change future draw amounts. As a result of the�changes.described herein, , �4 premium in the amountW: `Price Is subject to fees and surcharges Countersigned by: � ,�" C'� 07/28/2022 Authorized Representative Date Form SC 00 06 10 18 Page 1 of 2 Process Date: 07/28/2022 ©2018, The Hartford Policy Expiration Date: 08/15/2023 (May include copyrighted material of Insurance Services Office, Inc.,with its permission) THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. THE s'r; HARTFORD ADDITIONAL INSURED - OWNERS, LESSEES OR CONTRACTORS - ONGOING OPERATIONS - SCHEDULED PERSON OR ORGANIZATION POLICY NUMBER: 10 SBM AH3EMZ This endorsement modifies insurance provided under the following: BUSINESS LIABILITY COVERAGE FORM Except as otherwise stated in this endorsement, the terms and conditions of the Policy apply. A. Section C.WHO IS AN INSURED is amended to include the following as an additional insured: The person(s) or organization(s) shown in the Declarations, but only with respect to liability for "bodily injury", "property damage" or "personal and advertising injury" caused, in whole or in part, by the performance of your ongoing operations for the additional insured(s) at the location(s)designated in the Declarations. However: (1) The insurance afforded to such additional insured only applies to the extent permitted by law; and (2) If coverage provided to the additional insured is required by a contract, agreement, or permit the insurance afforded to such additional insured will not be broader than that which you are required by the contract, agreement, or permit to provide for such additional insured. B. With respect to the insurance afforded to these additional insureds, the following additional exclusions apply: This insurance does not apply to"bodily injury" or"property damage" occurring after: (1) All work, including materials, parts or equipment furnished in connection with such work, on the project (other than service, maintenance or repairs) to be performed by or on behalf of the additional insured(s) at the location of the covered operations has been completed; or (2) That portion of"your work" out of which the injury or damage arises has been put to its intended use by any person or organization other than another contractor or subcontractor engaged in performing operations for a principal as a part of the same project. Form SL 30 2410 18 Page 1 of 1 Process Date: 07/28/2022 ©2018, The Hartford Policy Expiration Date: 08/15/2023 (May include copyrighted material of Insurance Services Office, Inc.,with its permission) THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. THE'...:. HARTFORD ADDITIONAL INSURED - OWNERS, LESSEES OR CONTRACTORS - COMPLETED OPERATIONS POLICY NUMBER: 10 SBM AH3EMZ This endorsement modifies insurance provided under the following: BUSINESS LIABILITY COVERAGE FORM Except as otherwise stated in this endorsement, the terms and conditions of the Policy apply. The following is added to Section C.WHO IS AN INSURED: Additional Insured—Owners, Lessees Or Contractors—Completed Operations a. The person(s) or organization(s) shown in the Schedule on the Declarations is also an additional insured, but only with respect to liability for"bodily injury" or"property damage"caused, in whole or in part, by"your work" and at the location designated and described in the Location And Description Of Completed Operations Schedule in the Declarations performed for that additional insured and included in the "products-completed operations hazard". b. With respect to the insurance afforded to these additional insureds, this insurance does not apply to "bodily injury", "property damage" or"personal and advertising injury" arising out of the rendering of, or the failure to render, any professional architectural, engineering or surveying services, including: (1) The preparing, approving, editing of or failure to prepare or approve, shop drawings, maps, opinions, reports, surveys, change orders, field orders, designs, drawings, specifications, warnings, recommendations, permit applications, payment requests, manuals or instructions; (2) Supervisory, inspection, quality control, architectural, engineering or surveying activities or services; (3) Maintenance of job site safety, construction administration, construction contracting, construction management, computer consulting or design software development or programming service, or selection of a contractor or programming service; (4) Monitoring, sampling, or testing service necessary to perform any of the services included in (1), (2)or(3) above; (5) Supervision, hiring, employment, training or monitoring of others who are performing any of the services included in (1), (2)or(3)above; c. The insurance afforded to these additional insureds only applies to the extent permitted by law. d. If coverage provided to these additional insureds is required by a written contract, agreement or written permit issued by a state or governmental agency or subdivision or political subdivision, the insurance afforded to these additional insureds will not be broader than that which you are required by the contract, agreement or permit to provide for these additional insureds. Form SL 30 3610 18 Page 1 of 1 Process Date: 07/28/2022 OO 2018, The Hartford Policy Expiration Date: 08/15/2023 (May include copyrighted material of Insurance Services Office, Inc., with its permission) THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. Im THE L HARTFORD SPECTRUM SUPPLEMENTAL SCHEDULE OF AUDITABLE COVERAGES This schedule reflects only those classes and/or coverages that are subject to audit. POLICY NUMBER: 10 SBM AH3EMZ Revised: 07/28/2022 Entries herein, except as specifically provided elsewhere in this policy, do not modify any of the other provisions of this policy. Auditable Coverage Description: LOC 1, BLDG 1: 107 7TH STGARDEN CITY,NY 11530-5717 Class Code: 11171 Class Code Description: Software, Internet, Application &Web Design Coverage Description Rating Basis Exposure Final Rate Liability and Med Exp Sales 857,000 0.065000 (Premises/Completed Operations) Products-Completed Operations Sales 857,000 0.015000 Form SC 00 02 10 18 Page 1 of 1 Process Date: 07/28/2022 ©2018, The Hartford Policy Expiration Date: 08/15/2023 (May include copyrighted material of Insurance Services Office, Inc.,with its permission) THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. THE HARTFORD BLANKET ADDITIONAL INSURED BY CONTRACT This endorsement modifies insurance provided under the following: BUSINESS LIABILITY COVERAGE FORM Except as otherwise stated in this endorsement, the terms and conditions of the Policy apply. A. The following is added to Section C.WHO IS AN INSURED: Additional Insureds When Required By Written Contract, Written Agreement Or Permit The person(s) or organization(s) identified in Paragraphs a. through f. below are additional insureds when you have agreed, in a written contract or written agreement, or when required by a written permit issued by a state or governmental agency or subdivision or political subdivision that such person or organization be added as an additional insured on your Coverage Part, provided the injury or damage occurs subsequent to the execution of the contract or agreement, or the issuance of the permit. A person or organization is an additional insured under this provision only for that period of time required by the contract, agreement or permit. However, no such person or organization is an additional insured under this provision if such person or organization is included as an additional insured by any other endorsement issued by us and made a part of this Coverage Part. The insurance afforded to such additional insured will not be broader than that which you are required by the contract, agreement, or permit to provide for such additional insured. The insurance afforded to such additional insured only applies to the extent permitted by law. The limits of insurance that apply to additional insureds are described in Section D. LIABILITY AND MEDICAL EXPENSES LIMITS OF INSURANCE. How this insurance applies when other insurance is available to an additional insured is described in the Other Insurance Condition in Section E. LIABILITY AND MEDICAL EXPENSES GENERAL CONDITIONS. a. Vendors Any person(s) or organization(s) (referred to below as vendor), but only with respect to "bodily injury" or "property damage" arising out of "your products" which are distributed or sold in the regular course of the vendor's business and only if this Coverage Part provides coverage for "bodily injury" or "property damage" included within the"products-completed operations hazard". (1) The insurance afforded to the vendor is subject to the following additional exclusions; This insurance does not apply to: (a) "Bodily injury" or "property damage" for which the vendor is obligated to pay damages by reason of the assumption of liability in a contract or agreement, This exclusion does not apply to liability for damages that the vendor would have in the absence of the contract or agreement; (b) Any express warranty unauthorized by you; (c) Any physical or chemical change in the product made intentionally by the vendor; (d) Repackaging, except when unpacked solely for the purpose of inspection, demonstration, testing, or the substitution of parts under instructions from the manufacturer, and then repackaged in the original container; (e) Any failure to make such inspections, adjustments, tests or servicing as the vendor has agreed to make or normally undertakes to make in the usual course of business, in connection with the distribution or sale of the products; (f) Demonstration, installation, servicing or repair operations, except such operations performed at the vendor's premises in connection with the sale of the product; Form SL 30 32 06 21 Page 1 of 3 ©2021, The Hartford (May include copyrighted material of Insurance Services Office, Inc.,with its permission) THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. THE A HARTFORD (g) Products which, after distribution or sale by you, have been labeled or relabeled or used as a container, part or ingredient of any other thing or substance by or for the vendor; or (h) "Bodily injury" or"property damage"arising out of the sole negligence of the vendor for its own acts or omissions or those of its employees or anyone else acting on its behalf. However, this exclusion does not apply to: (1) The exceptions contained in Paragraphs (d)or(f); or (ii) Such inspections, adjustments, tests or servicing as the vendor has agreed to make or normally undertakes to make in the usual course of business, in connection with the distribution or sale of the products. (2) This insurance does not apply to any insured person or organization from whom you have acquired such products, or any ingredient, part or container, entering into, accompanying or containing such products. b. Lessors Of Equipment (1) Any person or organization from whom you lease equipment; but only with respect to their liability for "bodily injury", "property damage" or"personal and advertising injury" caused, in whole or in part, by your maintenance, operation or use of equipment leased to you by such person or organization. (2) With respect to the insurance afforded to these additional insureds, this insurance does not apply to any "occurrence"which takes place after you cease to lease that equipment. c. Lessors Of Land Or Premises (1) Any person or organization from whom you lease land or premises, but only with respect to liability arising out of the ownership, maintenance or use of that part of the land or premises leased to you. (2) With respect to the insurance afforded to these additional insureds, this insurance does not apply to: (a) Any"occurrence"which takes place after you cease to lease that land or be a tenant in that premises; or (b) Structural alterations, new construction or demolition operations performed by or on behalf of such person or organization. d. Architects, Engineers Or Surveyors (1) Any architect, engineer, or surveyor, but only with respect to liability for"bodily injury", "property damage" or "personal and advertising injury" caused, in whole or in part, by your acts or omissions or the acts or omissions of those acting on your behalf: (a) In connection with your premises; (b) In the performance of your ongoing operations performed by you or on your behalf; or (c) In connection with "your work" and included within the "products-completed operations hazard", but only if: (i) The written contract, written agreement or permit requires you to provide such coverage to such additional insured; and (ii) This Coverage Part provides coverage for"bodily injury"or"property damage" included within the "products-completed operations hazard". (2) With respect to the insurance afforded to these additional insureds, the following additional exclusion applies: This insurance does not apply to "bodily injury", "property damage" or "personal and advertising injury"arising out of the rendering of or the failure to render any professional services, including: (I) The preparing, approving, or failure to prepare or approve, maps, shop drawings, opinions, reports, surveys, field orders, change orders, designs or drawings and specifications; or (ii) Supervisory, surveying, inspection, architectural or engineering activities. This exclusion applies even if the claims allege negligence or other wrongdoing in the supervision, hiring, employment, training or monitoring of others by an insured, if the "bodily injury", "property Form SL 30 32 06 21 Page 2 of 3 ©2021, The Hartford (May include copyrighted material of Insurance Services Office, Inc.,with its permission) THIS ENDORSEMENT CHANGES THE POLICY, PLEASE READ IT CAREFULLY. THEA HARTFORD damage", or"personal and advertising injury" arises out of the rendering of or the failure to render any professional service. e. State Or Governmental Agency Or Subdivision Or Political Subdivision Issuing Permit (1) Any state or governmental agency or subdivision or political subdivision, but only with respect to operations performed by you or on your behalf for which the state or governmental agency or subdivision or political subdivision has issued a permit. (2) With respect to the insurance afforded to these additional insureds, this insurance does not apply to: (a) 'Bodily injury", "property damage" or "personal and advertising injury" arising out of operations performed for the federal government, state or municipality; or (b) 'Bodily injury"or"property damage" included within the"products-completed operations hazard". f. Any Other Party (1) Any other person or organization who is not in one of the categories or classes listed above in Paragraphs a. through e. above, but only with respect to liability for "bodily injury", "property damage" or "personal and advertising injury" caused, in whole or in part, by your acts or omissions or the acts or omissions of those acting on your behalf: (a) In the performance of your ongoing operations performed by you or on your behalf; (b) In connection with your premises owned by or rented to you; or (c) In connection with "your work" and included within the "products-completed operations hazard", but only if: (i) The written contract, written agreement or permit requires you to provide such coverage to such additional insured; and (ii) This Coverage Part provides coverage for "bodily injury" or "property damage" included within the "products-completed operations hazard". (2) With respect to the insurance afforded to these additional insureds, the following additional exclusion applies: This insurance does not apply to "bodily injury", "property damage" or "personal and advertising injury" arising out of the rendering of, or the failure to render, any professional architectural, engineering or surveying services, including: (a) The preparing, approving, or failure to prepare or approve, maps, shop drawings, opinions, reports, surveys, field orders, change orders, designs or drawings and specifications; or (b) Supervisory, surveying, inspection, architectural or engineering activities. This exclusion applies even if the claims allege negligence or other wrongdoing in the supervision, hiring, employment, training or monitoring of others by an insured, if the "bodily injury", "property damage", or "personal and advertising injury" arises out of the rendering of or the failure to render any professional service described in Paragraphs f.(2)(a)or f.(2)(b)above. Form SL 30 32 06 21 Page 3 of 3 ©2021, The Hartford (May include copyrighted material of Insurance Services Office, Inc,, with its permission) THE s!" HARTFORD (1) You or any additional insured under this Coverage Part that is an individual; (2) Any partner, if you or an additional insured under this Coverage Part is a partnership; (3) Any manager, if you or an additional insured under this Coverage Part is a limited liability company; (4) Any"executive officer"or insurance manager, if you or an additional insured under this Coverage Part is a corporation; (5) Any trustee, if you or an additional insured under this Coverage Part is a trust; or (6) Any elected or appointed official, if you or an additional insured under this Coverage Part is a political subdivision or public entity. This Paragraph f. applies separately to you and any additional insured under this Coverage Part. 3. Legal action Against Us No person or organization has a right under this Coverage Part: a. To join us as a party or otherwise bring us into a"suit"asking for damages from an insured; or b. To sue us on this Coverage Part unless all of its terms have been fully complied with. A person or organization may sue us to recover on an agreed settlement or on a final judgment against an insured; but we will not be liable for damages that are not payable under the terms of this insurance or that are in excess of the applicable limit of insurance, An agreed settlement means a settlement and release of liability signed by us, the insured and the claimant or the claimant's legal representative. 4. Separation Of Insureds Except with respect to the Limits of Insurance, and any rights or duties specifically assigned in this Policy to the first Named Insured, this insurance applies: a. As if each Named Insured were the only Named Insured; and b. Separately to each insured against whom a claim is made or"suit"is brought. 5. Representations a. When You Accept This Policy By accepting this Policy, you agree: (1) The statements in the Declarations are accurate and complete; (2) Those statements are based upon representations you made to us; and (3) We have issued this Policy in reliance upon your representations, b. Unintentional Failure To Disclose Hazards If unintentionally you should fail to disclose all hazards relating to the conduct of your business at the inception date of this Coverage Part, we shall not deny any coverage under this Coverage Part because of such failure, 6. Other Insurance If other valid and collectible insurance is available for a loss we cover under this Coverage Part, our obligations are limited as follows: a. Primary Insurance This insurance is primary except when b. below applies. If other insurance is also primary, we will share with all that other insurance by the method described in c. below. b. Excess Insurance This insurance is excess over any of the other insurance,whether primary, excess, contingent or on any other basis: (1) Your Work That is Fire, Extended Coverage, Builder's Risk, Installation Risk, Owner Controlled Insurance Program or OCiP, Contractor Controlled Insurance Program or CCIP, Wrap Up Insurance or similar coverage for "your work"; Form SL 00 00 1018 Page 16 of 22 ©2018, The Hartford (May include copyrighted material of Insurance Services Office, Inc., with its permission) THe HARTFORD (2) Premises Rented To You That is fire, lightning or explosion insurance for premises rented to you or temporarily occupied by you with permission of the owner; (3) Tenant Liability That is insurance purchased by you to cover your liability as a tenant for"property damage" to premises rented to you or temporarily occupied by you with permission of the owner; (4) Aircraft,Auto Or Watercraft If the loss arises out of the maintenance or use of aircraft, "autos"or watercraft to the extent not subject to Exclusion g.of Section B. Exclusions. (6) Property Damage To Borrowed Equipment Or Use Of Elevators If the loss arises out of"property damage"to borrowed equipment or the use of elevators to the extent not subject to Exclusion k.of Section B. Exclusions. (6) When You Are Added As An Additional Insured To Other Insurance That is other insurance available to you covering liability for damages arising out of the premises or operations, or products and completed operations, for which you have been added as an additional insured by that insurance; or (7) When You Add Others As An Additional Insured To This Insurance That is other insurance available to an additional insured. However, the following provisions apply to other insurance available to any person or organization who is an additional insured under this Coverage Part: (a) Primary Insurance When Required By Contract This insurance is primary if you have agreed in a written contract, written agreement or permit that this insurance be primary. If other insurance is also primary, we will share with all that other insurance by the method described in c. below. (b) Primary And.Non=Contributory To Other insurance When Required By Contract If you have agreed in a written scontract„written agreement or permit that;this insurance is primary and non-contributory with the additional insured's own insurance, this insurance is primary and we will not seek contribution from that other insurance; Paragraphs(a)and (b)do not apply to other insurance to which the additional insured has been added as an additional insured. When this insurance is excess, we will have no duty under this Coverage Part to defend the insured against any "suit" if any other insurer has a duty to defend the insured against that"suit": If no other insurer defends, we will undertake to do so, but we will be entitled to the insured's rights against all those other insurers. When this insurance is excess over other insurance, we will pay only our share of the amount of the loss, if any, that exceeds the sum of: (1) The total amount that all such other insurance would pay for the loss in the absence of this insurance; and (2) The total of all deductible and self-insured amounts under all that other insurance. We will share the remaining loss, if any, with any other insurance that is not described in this Excess Insurance provision and was not bought specifically to apply in excess of the Limits of Insurance shown in the Declarations of this Coverage Part. c. Method Of Sharing If all the other insurance permits contribution by equal shares, we will follow this method also, Under this approach, each insurer contributes equal amounts until it has paid its applicable limit of insurance or none of the loss remains, whichever comes first. Form SL 00 00 10 18 Page 17 of 22 ©2018, The Hartford (May include copyrighted material of Insurance Services Office, Inc., with its permission)