Goleta City Council
March 21, 2023

Agenda Item A.4

CPMS CONSENT CALENDAR
Meeting Date: March 21, 2023
TO: Mayor and Councilmembers
FROM: Robert Nisbet, City Manager
CONTACT: Ryan Kintz, Assistant to the City Manager
Shannon Kirn, Management Analyst
SUBJECT: Amendment No. 1 to the Agreement with Shaw Yoder Antwih Schmelzer & Lange, Inc.

RECOMMENDATION:

Approve and authorize the City Manager to execute Amendment No. 1 to Professional Services Agreement No. 2022-039 with Shaw Yoder Antwih Schmelzer & Lange, Inc. for professional legislative consulting services, increasing the contract authority by $42,350 for a new total not-to-exceed amount of $78,700 with term expiring June 30, 2024.

BACKGROUND:

In December of 2021, staff developed and released a Request for Proposal (RFP) for a Legislative Advocate and received five proposals. Upon staff’s review of the proposals and interviews with the top two candidates, it was determined the consultant Shaw Yoder Antwih Schmelzer & Lange (SYASL) was the best choice to provide legislative consulting services for the City. An agreement in the amount not-to-exceed $36,350 was finalized in March 2022 for a term of one year.

The agreement is for the consultant to pr ovide strategic support and expertise in governmental relations for the City, specifical ly on legislative matters at the state level, and to assist the City in pursuing legislation, legislative remedies, and state funding as needed.

DISCUSSION:

Staff has regular communication with SYASL through weekly meetings, emails and newsletters to share and track legislative issues important to the City. SYASL services include but are not limited to the following:
x Actively monitor legislation in the areas of interest as detailed in the City’s Legislative Platform.
1 Meeting Date: March 21, 2023

x Provide timely reports on key issues including, but not limited to weekly reports during the legislative session on key bills that are monitored by the City. x Routinely advise the City of the status of legislation in areas of interest via oral and written reports.
x Sponsor and/or support legislation that would impact the City’s interest and oppose those measures that would impact the City negatively.
x Draft and submit position letters to the relevant legislators and committees. x Testify in relevant committees and draft testimony for City staff or electeds and prepare them to testify, as necessary.
x Arrange meetings with Capitol decision-makers and legislative staff. x Draft legislation and legislative amendments and identify sponsors for legislation. x Coordinate coalitions with public entity par tners and allied interests, such as the League of California Cities.
x Assist in the development of position papers on pending legislation. x Work with Governor Newsom’s administration to secure support for legislative proposals favorable to the City’s interests.
x Provide support from our communications director if needed. x Prepare and file all applicable documents with the Fair Political Practices Commission.

Staff seeks City Council authorization to approve Amendment No. 1 to extend the Agreement through June 30, 2024, to allow SYASL to continue providing critical services related to the legislative advocacy being performed for the City. Staff is seeking authorization to amend the agreement, in or der to extend the term and to add funds.

Amendment No. 1 provided in Attachment 1, includes an addition of $42,350 for services through June 30, 2024, for a total not-to-exceed amount of $78,700.

The original Agreement No. 2022-039 can be found in Attachment 2.

FISCAL IMPACTS:

The proposed contract amendment is for an in creased amount of $42,350 for a total for a total not-to-exceed amount of $78,700 with an expiration date of June 30, 2024. The cost of services will be supported by prog rammed funds for this service in account 101- 10-1200-51200 (Professional Services) in current FY 22/23 and next FY 23/24 budget.

ALTERNATIVES:

The City Council could choose to not approve the contract amendment at this time and ask staff to return at a later date. However, that will result in a lapse of the contract and limit the City’s ability to actively engage in advocacy in the meantime and p rovide information to our State Legislators as they introduce bills this legislative session. 2 Meeting Date: March 21, 2023

Reviewed By: Legal Review By: Approved By:
___________________ ___________________ _________________ Kristine Schmidt Megan Garibaldi Robert Nisbet
Assistant City Manager City At torney City Manager
ATTACHMENTS:

1. Amendment No. 1 to Agreement 2022-029 to a Professional Services Agreement between the City of Goleta and Shaw Yoder Antwih Schmelzer & Lange.

2. Agreement No. 2022-039 Professional Services Agreement between the City of Goleta and Shaw Yoder Antwih Schmelzer & Lange.
3 ATTACHMENT 1
Amendment No. 1 to Agreement No. 2022-039 to a Professional Services Agreement between the City of Goleta and Shaw Yoder Antwih Schmelzer & Lange. 4 AMENDMENT NO. 1

TO A PROFESSIONAL SERVICES AGREEMENT

BETWEEN THE CITY OF GOLETA
AND

SHAW YODER ANTWIH SCHMELZER & LANGE
This Amendment No. 1 to the Professional Services Agreement by and between the City of Goleta, a municipal corporation (“City”) and Shaw Yoder Antwih Schmelzer & Lange, Inc. (“Consultant”) dated April 28, 2022 (“Agreement,”Agreement No. 2022-039) is made on this is made on this _____ day of ___, 20______.

SECTION A. RECITALS

1. This Agreement is for the professional legislative consulting services for City representation on state legislative, administrative, and budget matters; and

2. The Agreement currently provides in Section 3 Subsection (a) for the total compensation amount not to exceed thirty-six thousand three hundred and fifty dollars ($36,350); and

3. The parties desire to amend the Agreement so as to provide for additional compensation in the amount of $42,350 for continued tasks; and

4. The Agreement currently provides in Section 6 for the termination of the Agreement on April 28, 2023; and

5. The parties desire to amend the Agreement so as to extend the termination of the Agreement to June 30, 2024; and

6. The City Council approved this Amendment No. 1, on this 21st day of March, 2023.

SECTION B. AMENDED TERMS
Now therefore City and Consultant agree as follows that the Agreement be, and hereby is, amended as follows:

City of Goleta
Amendment No. 1 to Agreement No. 22-039







 


 
 

5 City of Goleta
Amendment No. 1 to Agreement No.22-039

1. Subsection (a) of Section 3. COMPENSATION AND PAYMENT of the Agreement is amended to add an additional authorized amount of $42,350 and to read in its entirety:
(a) Maximum and Rate . The total compensation payable to CONSULTANT by CITY for the services under this AGREEMENT SHALL NOT EXCEEDthe sum of seventy-eight thousand and seven hundred dollars ($78,700) (herein "not-to-exceed amount") and shall be earned as the work progresses.

Hourly at the hourly rates and with reimbursement to
CONSULTANT for those expenses set forth in
CONSULTANT's Schedule of Fees marked Exhibit "B,"
attached and incorporated herein. The rates and expenses set forth in that exhibit shall be binding upon CONSULTANT until June 30, 2024, after which any change in said rates and expenses must be approved in writing by CITY's Project
Manager as described in Section 5 (CITY is to be given 60 days notice of any rate increase request), provided the not to exceed amount is the total compensation due CONSULTANT
for all work described under this AGREEMENT.

2. Section 6. TERM, PROGRESS AND COMPLETION of the Agreement is amended to extend the term for an additional 15 months to read in its entirety.

The term of this Agreement is from the date first written above to June 30, 2024, unless the term of this Agreement is exte nded or the Agreement is terminated as provided for herein.

CONSULTANT shall not commence work on the services to be performed until (i) CONSULTANT furnishes proof of insurance as required by Section 10 below, and (ii) CITY gives written authorization to proc eed with the work provided by CITY’s Project Manager. All services shall be completed within the term of this Agreement following the notice to proceed.

3. Except as otherwise specifically provided herein, all other provisions of the Agreement shall remain in full force and effect
In concurrence and witness whereof, this Amendment No. 1 has been executed by the parties effective on the date and year first above written. 





 


 
 

6 City of Goleta
Amendment No. 1 to Agreement No. 22-039

CITY OF GOLETA CONSULTANT
____________________________ ______________________________ Robert Nisbet, City Manager Paul Yoder, Partner
ATTEST:
_____________________________ ______________________________ Deborah Lopez, City Clerk Andrew Antwih, Partner
APPROVED AS TO FORM:

MEGAN GARIBALDI, CITY ATTORNEY
_____________________________
Winnie Cai, Assistant City Attorney






 


 
 

7 ATTACHMENT 2
Agreement No. 2022-039 Professional Services Agreement between the City of Goleta and Shaw Yoder Antwih Schmelzer & Lange.
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003706
Michelle Greene, City Manager
To provide legislative consulting services for City
representation on state legislative, administrative and budget matters.

City of Goleta and SYASL Agreement 2022 Legislative Consultant Shaw Yoder Antwih Schmelzer & Lange
NTE $36,350
Silvia Solis Shaw
1415 L Street, Suite 1000, Sacramento, CA 9581
916.446.4656 Ext. 1021
[email protected]
Ryan Kintz
805.961.7534
[email protected]
Shannon Kirn
[email protected]
22CM012






 

  



























9 REQUISITION
07/02/2021
ISSUED TO:

Date:

Vendor #: 003706
1415 L STREET
SUITE 1000
SACRAMENTO, CA 95814-

SHAW YODER ANTWIH SCHMELZER &
SHIP TO:
130 CREMONA DRIVE, SUITE B
GOLETA, CA 93117

CITY OF GOLETA
Requisition #: 22CM012
UNITS DESCRIPTION PRICE AMOUNTGL ACCOUNT NUMBERITEM PROJECT # 1 0 TBD Agrmt For Legislative Consultant 0.00 101-10-1200-51200 36,350.00 36,350.00TOTAL
SHIPPING:

TOTAL TAX:

SUBTOTAL:

0.00 0.00
36,350.00
Authorized By:

RFP To provide legislative consulting services for City representation on state legislative, administrative and budget matters. Project - NTE $36,350 Term expiring March 31, 2023
Detailed Description:

PO Description: TBD Agrmt for Legislative Consultant






 

  



10 Project Name: Legislative Consultant

AGREEMENT FOR PROFESSIONAL SERVICES

BETWEEN THE CITY OF GOLETA
AND

SHAW YODER ANTWIH SCHMELZER & LANGE

This AGREEMENT FOR PROFESSIONAL SERVICES (herein referred to as “AGREEMENT”) is made and entered into this ________ day of ______ , 20____, by and between the CITY OF GOLETA, a municipal corporation (herein referred to as "CITY"), and Shaw Yoder Antwih Schmelzer & Lange, Inc (herein referred to as "CONSULTANT").

SECTION A. RECITALS

1. The CITY has a need for professional legislative consulting services for City representation on state legislative, administrative and budget matters; and

2. The CITY does not have the personnel able and/or available to perform the services required under this AGREEMENT, and therefore, the CITY desires to contract for professional services to accomplish this work; and

3. The CITY procured these services in compliance with Goleta Municipal Code Section 3.05.260.

4. The City Manager approved this AG REEMENT pursuant to Goleta Municipal Code section 3.05.070.

SECTION B. TERMS

1. RETENTION AS CONSULTANT
CITY hereby retains CONSULTANT , and CONSULTANT hereby accepts such engagement, to perform the services described in Section 2. CONSULTANT warrants it has the qualificat ions, experience, and facilities to properly and timely perform said services.

2. DESCRIPTION OF SERVICES
The services to be performed by CONSULTANT are as follows:

Professional state legi slative consulting and advocacy services to serve as the Legislative Represent ative of CITY in Sacramento.

Services shall generally include strategic support and expertise in 





 

  







 

11 governmental relations as more particularly set forth in the Scope of Work, attached as Exhibit “A,” and incorporated herein.

CONSULTANT shall deliver to CI TY the deliverables defined in Exhibit “A.”

3. COMPENSATION AND PAYMENT
(a) Maximum and Rate . CONSULTANT shall be compensated for Services performed pursuant to the Agreement for a total not-to-exceed amount of $36,350 over a 1-year period. The total amount includes a services component (Scope of Work in Exhibit A) in t he amount of $36,000 and $350 reimbursement component for hard costs, such as overnight delivery, costs of obtaining reports or materials printed by other, and travel and lodging as directed and pre-approved by the CITY.
(b) Payment . CONSULTANT shall pr ovide CITY with written verification of the actual compensation ear ned, which written verification shall be in a form satisfactory to CITY's Project Manager, as described in Section 5.

Invoices shall be made no more frequently than on a monthly basis, and describe the work performed (including a list of hour s worked by personnel classification).

All payments shall be made within 30 days after CITY’s approval of the invoice.

4. EXTRA SERVICES
CITY shall pay CONSULTANT for those CITY authorized extra services, not reasonably included within the services described in Section 2, as mutually agreed to writing in advance of the incurrence of extra services by CONSULTANT.

Unless CITY and CONSULTANT have agreed in writing before the performance of extra services, no liability and no right to claim compensation for such extra services or expenses shall exist. The applicable hourly rates for extra services shall be at the hourly rates set forth in Exhi bit B, if one is included as part of this agreement. Any compensation for extra se rvices shall be part of the total compensation and shall not increase the not to exceed amount identified in Section

3. 5. CITY PROJECT MANAGER AND SERVICES BY CITY
The services to be performed by CONSULTANT shall be accomplished under the general direction of, and coordinate with, CITY's "Project Manager", as that staff person is designat ed by CITY from time to time, and who presently is Ryan Kintz, Project Manager shall have the authority to act on behalf of the CITY in administering this AGREEMENT but shall not be authorized to extend the term of the AGREEMENT or increase the not to exceed amount.






 

  



12 6. TERM, PROGRESS AND COMPLETION
The term of this AGREEMENT is from the date first written above to March 31, 2023, unless term of this AGREEMEN T is extended, or the AGREEMENT is terminated as provided for herein.

CONSULTANT shall not commence work on the services to be performed until (i) CONSULTANT furnishes proof of insurance as required by Section 10 below, and (ii) CITY gives written authorization to proceed with the work provided by CITY's Project Manager.

7. OWNERSHIP OF DOCUMENTS
All drawings, designs, data, photographs, reports and other documentation (other than CONSULTANT's drafts, not es and internal memorandum), including duplication of same prepared by CONSUL TANT in the perf ormance of these services, are the property of CITY. CITY shall be entitled to immediate possession of the same upon completion of the work under this AGREEMENT, or at any earlier or later time when requested by CITY . CITY agrees to hold CONSULTANT harmless from all damages, claims, expenses, and losses arising out of any reuse of the plans and specifications for purpos es other than those described in this AGREEMENT, unless written authorization of CONSULTANT is first obtained.

8. PERSONAL SERVI CES/NO ASSIGNMENT/SUBCONTRACTOR
This AGREEMENT is for professional services which are personal to CITY.

Silvia Solis Shaw is deemed to be specially experienced and is a key member of CONSULTANT's firm, and shall be directly involved in the performance of this work. This key person shall communicate with, and periodically report to, CITY on the progress of the work. Should any such individual be removed from assisting in this contracted work for any reason, CITY may terminate this AGREEMENT.

This AGREEMENT may not be assigned or subcontracted without the City Manager’s prior written consent.

9. HOLD HARML ESS AND INDEMNITY
(a) Hold Harmless for CONSULTANT's Damages. CONSULTANT holds CITY, its elected officials, offi cers, agents, and employees, harmless from all of CONSULTANT's claims, demands, lawsuits, judgments, damages, losses, injuries or liability to CONSULTANT , to CONSULTANT's employees, to CONSULTANT’s contractor s or subcontractors, or to the owners of CONSULTANT's firm, which damages, losses, injuries or liability occur during the work required under this AGREEMENT, or occur while CONSULTANT is on CITY property, or which are connected, directly or indirectly, with CONSULTANT's performance of any activity or work required under this AGREEMENT. 





 

  



13 (b) Defense and Indemnity of Third Party Claims/Liability.

CONSULTANT shall investigate, defend, and indemnify CITY, its elected officials, officers, agents, and employees, from any claims, lawsuits, demands, judgments, and all liability including, but not limited to, monetary or property damage, lost profit, personal injury, wrongful death, general liability, automobile, infringement of copyright/patent/trademark, or professional errors and omissions arising out of, directly or indirectly, an error, negligence, or omission of CONSULTANT or any of CONSULTANT’s officers, agents, employees, representatives, subconsultants, or subcontractors, or the willful misconduct of CONSULTANT or any of CONSULTANT’s officers, agents, employees, representatives, subconsultants, or subcontractors, in performing the services described in, or normally associated with, this type of contracted work. The duty to defend shall include any suits or actions concerning any activity, product or work required under this AGREEMENT, and also include the payment of all court costs, attorney fees, expert witness costs, investigation costs, claims adjusting costs and any other costs required for and related thereto.
(c) No Waiver. CITY does not waive, nor shall be deemed to have waived, any indemnity, defense or hold harmless rights under this section because of the acceptance by CITY, or the deposit with CITY, of any insurance certificates or policies described in Section 10.

10. INSURANCE
CONSULTANT shall, at CONSULTANT's sole cost and expense, provide insurance as described herein. All insu rance is to be placed with insurers authorized to do business in the State of California with an A.M. Best and Company rating of A- or better, Class VII or better, or as otherwise approved by CITY.

Insurance shall include the following (or broader) coverage:

a) Insurance Services Office Comme rcial Liability coverage “occurrence” form CG 00 01 or its exact equivalent with an edition date prior to 2004 and with minimum limits of $1,000,000 per occurrence and $2,000,000 general aggregate.

b) Insurance Services Office form number CA 00 01 or equivalent covering Automobile Liability, including hired and non-owned automobile liability with a minimum limit of $1,000,000 per accident. If the Service Provider owns no vehi cles, this requirement may be satisfied by a non-owned and hir ed auto endorsement to Service Provider’s commercial general liability policy.







 

  



14 c) Workers’ Compensation insurance complying with California worker’s compensation laws, including st atutory limits for workers’ compensation and an Employer’s Liabi lity limit of $1,000,000 per accident or disease.

d) Professional liability insurance that covers the services to be performed in connection with this agreement, in the minimum amount of $1,000,000 per claim.

Liability insurance policies required to be provided by CONSULTANT hereunder shall contain or be endorsed to contain the following provisions:

a) Except for professional liabili ty insurance, CITY, its employees, officials, agents and member agencie s shall be covered as additional insureds. Coverage shall apply to any and all liability arising out of the work performed or related to the cont ract. Additional insured status under the general liability requirement shall be provided on Insurance Services Office Form CG 20 10, with an edition date prior to 2004, or its equivalent. Additional insured status for completed operations shall be provided either in the additional insured form or through another endorsement such as CG 20 37, or its equivalent.

b) General and automobile liability insurance shall apply separately to each insured against whom a claim is made or suit is brought, except with respect to the limits of the insu rer’s liability. Coverage will not be limited to CITY’s vicarious liability.

c) Professional liability insurance po licies inception date, continuity date, or retroactive date must be before the effective date of this agreement.

CONSULTANT agrees to maintain continuous coverage through a period no less than three years afte r completion of the services required by this agreement.

d) Except for professional liability insurance, liability coverage shall be primary and non-contributing with any insurance maintained by CITY.

e) Evidence of coverage (including the workers’ compensation and employer’s liability policies) shall provide that coverage shall not be suspended, voided, canceled or reduced in coverage or in limits except after 30 days’ prior written notice has been given to CITY. Such provision shall not include any limitation of liability of the insurer for failure to provide such notice.

f) No liability insurance cove rage provided to comply with this AGREEMENT shall prohibit CONSULTANT, or CONSULTANT’s






 

  



15 employees, or agents, from waiving the right of recovery prior to a loss.

CONSULTANT waives its right of recovery against CITY.

g) CONSULTANT agrees to depos it with CITY within fifteen days of Notice to Proceed of the Contract certificates of insurance and required endorsements.

h) There shall be no recourse agains t CITY for payment of premiums or other amounts with respect to the insurance required to be provided by CONSULTANT hereunder. Any failure, actual or alleged, on the part of CITY to monitor compliance wit h these requirements will not be deemed as a waiver of any rights on the part of CITY. CITY has no additional obligations by virtue of requiring the insurance set forth herein. In the event any policy of insurance required under this AGREEMENT does not comply with these requirements or is canceled and not replaced, CITY has the right but not the duty to obtain the insurance it deems necessary and any premium paid by CITY will be promptly reimbursed by CONSULTANT or CITY will withhold amounts sufficient to pay premium from CONSULTANT payments.

i) CONSULTANT agrees to provid e immediate notice to CITY of any claim or loss against CONSULTANT arising out of the work performed under this AGREEMENT. CITY assume s no obligation or liability by such notice, but has the right (but not the duty) to monitor the handling of any such claim or claims if they are likely to involve CITY.

11. RELATIONSHIP OF CONSULTANT TO CITY
The relationship of the CONSULTANT to CITY shall be that of an independent contractor and t hat in no event shall CONSULTANT be considered an officer, agent, servant or employee of CITY. CONSULTANT shall be solely responsible for any workers compensat ion insurance, withholding taxes, unemployment insurance, and any other employer obligations associated with the described work.

12. CORRECTIONS
In addition to the above indemnificati on obligations, CONSULTANT shall correct, at its expense, all errors in the work that may be disclosed during CITY's review of CONSULTANT's report or pl ans. Should CONSULTA NT fail to make such correction in a reasonably timely manner, such correction shall be made by CITY, and the cost thereof shall be c harged to CONSULTANT or withheld from any funds due to CONSULTANT hereunder.






 

  



16 13. TERMINATION BY CITY
CITY, by notifying CONSULTANT in writing, may upon 10 calendar days notice, terminate without cause any porti on or all of the services agreed to be performed under this AGREEMENT. If term ination is for cause, no notice period need be given. In the event of termination, CONSULTANT shall have the right and obligation to immediately assemble work in progress for the purpose of closing out the job. All compensation for actual wo rk performed and charges outstanding at the time of termination shall be payable by CITY to CONSULTANT within 30 days following submission of a final statement by CONSULTANT unless termination is for cause. In such event, CONSULTANT shall be compensated only to the extent required by law.

14. ACCEPTANCE OF FINAL PAYMENT CONSTITUTES RELEASE
The acceptance by CONSULTANT of the final payment made under this AGREEMENT shall operate as and be a release of CITY from all claims and liabilities for compensation to CONSUL TANT for anything done, furnished, or relating to CONSULTANT'S work or serv ices. Acceptance of payment shall be any negotiation of CITY's check or the failure to make a written extra compensation claim within 10 calendar days of the receip t of that check. However, approval or payment by CITY shall not constitu te, nor be deemed, a release of the responsibility and liability of CONSULTANT, its employees, subcontractors, agents and CONSULTANTs for the accuracy and competency of the information provided and/or work performed; nor shall such appr oval or payment be deemed to be an assumption of such responsibility or liability by CITY for any defect or error in the work prepared by CONSULTANT, its em ployees, subcontractors, agents and consultants.

15. AUDIT OF RECORDS
At any time during normal business hours and as often as it may deem necessary, CONSULTANT shall make avail able to a representative of CITY for examination of all its re cords with respect to all matters covered by this AGREEMENT and will permit CITY to audit, examine and/or reproduce such records. CONSULTANT will retain such financial records, time sheets, work progress reports, invoices, bills and projec t records for at least two years after termination or final payment under this AGREEMENT.

16. WAIVER; REMEDIES CUMULATIVE
Failure by a party to insist upon t he strict performance of any of the provisions of this AGREEMEN T by the other party, irrespective of the length of time for which such failure continues, shall not constitute a waiver of such party's right to demand strict compliance by such ot her party in the future. No waiver by a party of a default or breach of the other party shall be effective or binding upon such party unless made in writing by such party, and no such waiver shall be 





 

  



17 implied from any omissions by a party to take any action with respect to such default or breach. No express written waiver of a specified default or breach shall affect any other default or breach, or cover any other period of time, other than any default or breach and/or period of time specified. All of the remedies permitted or available to a party under this AGREEMEN T, or at law or in equity, shall be cumulative and alternative, and invocation of any such right or remedy shall not constitute a waiver or election of remedies with respect to any other permitted or available right of remedy.

17. CONFLICT OF INTEREST
CONSULTANT is unaware of any CITY employee or official that has a financial interest in CONSULTANT'S bu siness. During the term of this AGREEMENT and/or as a result of being awarded this AGREEMENT, CONSULTANT shall not offer, encourage or accept any financial interest in CONSULTANT'S business by any CITY employee or official.

18. CONSTRUCTION OF LANGUAGE OF AGREEMENT
The provisions of this AGREEMEN T shall be construed as a whole according to its common meaning of purpose of providing a public benefit and not strictly for or against any party. It shall be construed consistent with the provisions hereof, in order to achieve the objectives and purposes of the parties. Wherever required by the context, t he singular shall include the pl ural and vice versa, and the masculine gender shall include the feminine or neutral genders or vice versa.

19. MITIGATION OF DAMAGES
In all situations arising out of this AGREEMENT, the parties shall attempt to avoid and minimize the damages resulting from the conduct of the other party.

20. GOVERNING LAW
This AGREEMENT, and the rights and obli gations of the parties, shall be governed and interpreted in accordance with t he laws of the State of California.

Should litigation occur, venue shall be in Superior Court of Santa Barbara County.

21. NONDISCRIMINATION
CONSULTANT shall not di scriminate on the basis of race, color, gender, gender identity/expression, pregnancy, sexual orientation, disability, marital status, or any other characteristic protected under applicable federal or state law. 





 

  



18 22. TAXPAYER IDENTIFICATION NUMBER
CONSULTANT shall provide CITY with a complete Request for Taxpayer Identification Number and Certification, Form W-9 (Rev. October 2018), as issued by the Internal Revenue Service.

23. NON-APPROPRIATION OF FUNDS
Payments due and payable to CONSULTANT for current services are within the current budget and wit hin an available, unexha usted and unencumbered appropriation of CITY funds. In the event CITY has not appropriated sufficient funds for payment of CONSULTANT servic es beyond the current fiscal year, this AGREEMENT shall cover only those costs incurred up to the conclusion of the current fiscal year.

24. MODIFICATION OF AGREEMENT
The tasks described in this AGR EEMENT and all other terms of this AGREEMENT may be modified only upon mu tual written consent of CITY and CONSULTANT.

25. USE OF THE TERM “CITY”
Reference to “CITY” in this AG REEMENT includes City Manager or any authorized representative acting on behalf of CITY.

26. PERMITS AND LICENSES
CONSULTANT, at its sole expense, s hall obtain and maintain during the term of this AGREEMENT, all appropriate permits, licen ses, and certificates that may be required in connection with the performance of services under this AGREEMENT.

27. CAPTIONS
The captions or headings in this AGREEMENT are for convenience only and in no other way define, limit or describe the scope or intent of any provision or section of the AGREEMENT.

28. AUTHORIZATION
Each party has expressly authorized the execution of this AGREEMENT on its behalf and bind said party and its respective administrators, officers, directors, shareholders, divisions, subsidiaries, agents, employees, successors, assigns, principals, partners, joint venturers, insurance carriers and any others who may claim through it to this AGREEMENT.






 

  



19 29. ENTIRE AGREEMENT BETWEEN PARTIES
Except for CONSULTANT'S proposals and submitted representations for obtaining this AGREEMENT, this AGREEMENT supersedes any other agreements, either oral or in writing, between the parties hereto with respect to the rendering of services, and contains all of the covenants and agreements between the parties with respect to said services.

30. PARTIAL INVALIDITY
If any provision in this AGREEMENT is held by a court of competent jurisdiction to be invalid, void or unenf orceable, the remaining provisions will nevertheless continue in full force without being impaired or invalidated in any way.

31. NOTICES
Any notice required to be given hereunder shall be deemed to have been given by depositing said notice in the Un ited States mail, po stage prepaid, and addressed as follows:

TO CITY: Attention: Mi chelle Greene, City Manager
City of Goleta
130 Cremona Drive, Suite B
Goleta, CA 93117
TO CONSULTANT: Attention: S ilva Shaw Solis, Partner
Shaw Yoder Antwih Schmelzer & Lange, Inc.
1415 L Street, Suite 1000
Sacramento, CA 95814

32. COUNTERPARTS AND ELECTRONIC/FACSIMILE SIGNATURES
This Agreement may be executed in several counterparts, which may be facsimile or electronic copies. Each counterpart is fully effective as an original, and together constitutes one and the same instrument.

In concurrence and witness whereof , this AGREEMENT has been executed by the parties effective on the date and year first above written.

CITY OF GOLETA CONSULTANT
_____________________________ ________________ _____________ Michelle Greene, City Manager Paul Yoder, Partner 





 

  



20 A T T E S T

_____________________________ _____________________________ Deborah Lopez, City Clerk Andrew Antwih, Partner

APPROVED AS TO FORM:

MEGAN GARIBALDI, CITY ATTORNEY

_____________________________
Winnie Cai, Assistant City Attorney







 

  



21 Exhibit A: Scope of Work

1. Meet with the City of Go leta staff to get up to speed on prior efforts and positions to date.

2. Actively monitor legislation in the ar eas of interest as detailed in the City’s Legislative Platform.

3. Provide timely reports on key issues including, but not limited to weekly reports during the legislative session on key bills that are monitored by the City.

4. Routinely advise the City of the status of legislation in areas of interest via oral and written reports.
a. Set up a regular, weekly call to discuss pending legislation.

5. Sponsor and/or support legislation that would impact the City’s interest and oppose those measure that would impact the City negatively.

6. Draft and submit position letters to the relevant legislators and committees.

7. Testify in relevant committees and draf t testimony for City staff or electeds and prepare them to testify, as necessary.

8. Attend meetings with Cit y staff and/or electeds.

9. Arrange meetings with Capitol decisi on-makers and legislative staff. We would recommend meeting with the following as soon as possible to introduce the City to key decision-makers:
a. State Senator Monique Limon and Assembly Member Steve Bennett.
b. Key Committee Chairs and Key Legislative Staff:
i. Governor’s office: Ronda Paschal
ii. Pro Tem’s office: Misa Lennox
iii. Speaker’s office: Katie Kolitsos
iv. Relevant Legislative Comm ittee Chairs: Senator Mike McGuire (Chair of Senate Governance and Finance);
Assembly Member Cecilia Aguiar-Curry (Chair of the
Assembly Local Government Committee); Assembly
Member Buffy Wicks (Chair of the Assembly Housing
Committee; Senator Scott Wiener (Chair of the Senate
Housing Committee).

10. Draft legislation and legislativ e amendments and identify sponsors for legislation.

11. Coordinate coalitions with public ent ity partners and allied interests, such as the League of California Cities.

12. Assist in the development of position papers on pending legislation.

13. Work with Governor Newsom’s adm inistration to secure support for legislative proposals favorable to the City’s interests.

14. Provide support from our commu nications director if needed.

15. Prepare and file all appl icable documents with the Fair Political Practices Commission.







 

  



22 Exhibit B: Schedule of Compensation

Special Payment Terms:

Not to Exceed Thirty-Six Thousand Three Hundred Fifty Dollars ($36,350) for a $350 reimbursement component for hard costs, such as overnight delivery, costs of obtaining reports or materials printed by other, and travel and lodging as directed and pre-approved by the CITY and professional fees in twelve (12) monthly payments of $3000 each month as shown in Table 1. The first month of service shall be prorated upon the date of execution.

Table 1. Schedule of Compensation
Description Frequency Cost
Reimbursable Hard Costs Annually $350.00
Professional Services Monthly (12) $3,000.00
TOTAL NTE $36,350.00







 

  



23 04/05/2022
Leavitt United Insurance Services, Inc.

Lic #0J02939
2358 Maritime Dr., Ste 100
Elk Grove CA 95758
Mary Nathan-Rep
(800) 549-4242 (888) 329-8842
[email protected]
Shaw Yoder Antwih Schmelzer & Lange, Inc.
1415 L Street Ste. 1000
Sacramento CA 95814
Hiscox Insurance Company Inc. 10200
California Capital Insurance Company A13544
StarStone National Insurance Company 25496
Sequoia Insurance Company 22985
21-22 MASTER
A Y MPL158036921 06/02/2021 06/02/2022
1,000,000
500,000
15,000
1,000,000
2,000,000
1,000,000
B Y 81BAA2035939 06/02/2021 06/02/2022
1,000,000
Uninsured motorist
combined single limit
1,000,000
C
0 79734Y214ALI 06/02/2021 06/02/2022
1,000,000
1,000,000
D Y QWC1156732 06/02/2021 06/02/2022
1,000,000
1,000,000
1,000,000
A

PROFESSIONAL LIABILITY
RETROACTIVE DATE 05-01-2009 MPL158036921 06/02/2021 06/02/2022 AGGREGATE $1,000,000
DEDUCTIBLE $5,000
City of Goleta its employees, officials, agents and member agencies are included as Additional Insured with respect to General and Auto Liability, insurance is Primary and Noncontributory, and Waiver of Subrogation applies, when required in written contract per policy provisions, conditions, and exclusions.

City of Goleta
130 Cremona Dr Ste B
Goleta CA 93117

SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE

THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS.

INSURER(S) AFFORDING COVERAGE
INSURER F :

INSURER E :

INSURER D :

INSURER C :

INSURER B :

INSURER A :

NAIC #
NAME:

CONTACT
(A/C, No):

FAX
E-MAIL
ADDRESS:

PRODUCER
(A/C, No, Ext):

PHONE

INSURED
REVISION NUMBER:CERTIFICATE NUMBER:COVERAGES
IMPORTANT: If the certificate holder is an ADDITIONAL INSURED, the policy(ies) must have ADDITIONAL INSURED provisions or be endorsed.

If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy, certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s).

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.

OTHER:
(Per accident)
(Ea accident)
$
$
N / A
SUBR
WVD
ADDL
INSD

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. $
$
$
$PROPERTY DAMAGE

BODILY INJURY
(Per accident)
BODILY INJURY (Per person)

COMBINED SINGLE LIMIT

AUTOS ONLY

AUTOSAUTOS ONLY

NON-OWNED

SCHEDULEDOWNED

ANY AUTO

AUTOMOBILE LIABILITY
Y / N

WORKERS COMPENSATION

AND EMPLOYERS' LIABILITY
OFFICER/MEMBER EXCLUDED?
(Mandatory in NH)
DESCRIPTION OF OPERATIONS below
If yes, describe under

ANY PROPRIETOR/PARTNER/EXECUTIVE
$
$
$
E.L. DISEASE - POLICY LIMIT
E.L. DISEASE - EA EMPLOYEE
E.L. EACH ACCIDENT
ER
OTH-

STATUTE
PER

LIMITS(MM/DD/YYYY)

POLICY EXP
(MM/DD/YYYY)

POLICY EFF

POLICY NUMBERTYPE OF INSURANCELTR
INSR
DESCRIPTION OF OPERATIONS / LOCATIONS / VEHICLES (ACORD 101, Additional Remarks Schedule, may be attached if more space is required)

EXCESS LIAB
UMBRELLA LIAB $EACH OCCURRENCE
$AGGREGATE
$
OCCUR

CLAIMS-MADE
DED RETENTION $
$PRODUCTS - COMP/OP AGG
$GENERAL AGGREGATE
$PERSONAL & ADV INJURY
$MED EXP (Any one person)
$EACH OCCURRENCE

DAMAGE TO RENTED
$PREMISES (Ea occurrence)

COMMERCIAL GENERAL LIABILITY

CLAIMS-MADE OCCUR
GEN'L AGGREGATE LIMIT APPLIES PER:

POLICY PRO-

JECT LOC

CERTIFICATE OF LIABILITY INSURANCE

DATE (MM/DD/YYYY)

CANCELLATION

AUTHORIZED REPRESENTATIVE
ACORD 25 (2016/03)
© 1988-2015 ACORD CORPORATION. All rights reserved.

CERTIFICATE HOLDER
The ACORD name and logo are registered marks of ACORD
HIRED

AUTOS ONLY
By Todd Mitchell at 4:08 pm, Apr 11, 2022






 

  



24 





 

  



25 





 

  



26 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY

BUSINESS AUTO BROADENING ENDORSEMENT
THIS ENDORSEMENT MODIFIES INSURANCE PROVIDED UNDER THIS POLICY:

BUSINESS AUTO COVERAGE FORM

GARAGE COVERAGE FORM
A. EXTENDED CANCELLATION CONDITION
Form IL 00 17 , the Common Policy Condition , section A. CANCELLATION, Paragraph 2.b. is replaced by the following:
b. 60 days before the effective date of cancellation if we cancel for any other reason.

B. BROADENED DEFINITION OF INSURED

1. The Named Insured shown in the Declarations is amended to include:
a. Any legally incorporated subsidiary in which you own more than 50% of the voting stock on the effective date of the policy. However, the Named Insured does not include any subsidiary that is an “insured” under any other insurance policy or would be an “insured” under such a policy but for its termination or the exhaustion of its Limit of Insurance.
b. Any organization that is acquired or formed by you and over which you maintain majority ownership. However, the Named Insured does not include any newly formed or acquired organization:
(1) that is a joint venture, partnership, or limited liability partnership or corporation, (2) that is an “insured” under any other policy,
(3) that has exhausted its Limit of Insurance under any other policy, or (4) 180 days or more after its acquisition or formation by you, unless you have given us notice of the acquisition or formation.

Coverage does not apply to “bodily injury” or “property damage” that results from an accident that occurred before you formed or acquired the organization.

2. Who Is An “Insured” of Section II – Liability Coverage 1. a. (4) is amended to add:

Any employee of yours while using a covered “auto” you don’t own, hire or borrow in your business or your personal affairs.

C. HIRED AUTO PHYSICAL DAMAGE AND LOSS OF USE
If hired “autos” are covered “autos” for Liability coverage and if Comprehensive or Collision coverages are provided under this Coverage Form for any “auto” you own, then the Physical Damage Coverages provided are extended to “autos” you hire of the private passenger, light or medium truck type (20,000 lbs. or less in gross vehicle weight), subject to the following limit; these items are excess to any other collectible insurance coverage.

The most we will pay for “loss” to any hired “auto” is $50,000 or Actual Cash Value or the Cost of Repair, whichever is smallest, minus a deductible. The deductible will be equal to the largest deductible applicable to any owned “auto” of the private passenger, light or medium truck type for that coverage. Hired Auto Physical Damage coverage is excess over any other collectible insurance. Subject to the above limit, deductible and excess provisions, we will provide coverage equal to the broadest coverage applicable to any covered “auto” you own of the private passenger or light truck type.
03-330 (03/12) Page 1 of 5






 

  



27 If symbol 8 or 28 is listed on the Covered Autos section of the policy declarations page as applying to any of the physical damage coverages, then the Hired Auto Physical Damage coverage described on this form does not apply.

Subject to a maximum of $750 per accident, we will cover loss of use of a hired “auto” if it results from an accident, you are legally liable and the lessor incurs an actual financial “loss”.

D. HIRED AUTO LIABILITY - WORLDWIDE COVERAGE (except for the Republic of Mexico) For hired “autos” hired for less than 30 days, the coverage territory will be extended to anywhere in the world, except for the Republic of Mexico, provided the “insured’s” liability to pay damages is determined in a “suit” brought in the coverage territory described in Section IV – Business Auto Conditions.

This coverage does not apply to “garage operations”.

E. AUTO LOAN OR LEASE GAP PAY-OFF
Under Section III – Business Auto Coverage Form or Section IV – Garage Coverage Form ,i fa long-term leased or purchased “auto” is a covered “auto” and the lessor or lender is named as an “Additional Insured – Lessor”, or “Additional Insured – Lender”, we will pay, in the event of a total “loss”, your additional legal obligation to the lessor or lender for any difference between the actual cash value of the “auto” at the time of the “loss” and the “outstanding balance” of the lease or loan. “Outstanding balance” means the amount you owe on the lease or loan at the time of “loss” less any amounts representing taxes; overdue payments; penalties, interest or charges resulting from overdue payments; additional mileage charges; excess wear and tear charges; lease termination fees.

We will not pay any administrative costs or overhead fees assessed by the finance company that has leased the covered “auto” to you.

F. ADDITIONAL INSURED AND WAIVER OF SUBROGATION

1. The following are added as an “insured” under Section II – Liability Coverage , Who Is an Insured:

Section II. 1. a. (4) Any person, organization, trustee, estate or governmental entity with respect to the operation, maintenance or use of a covered “auto” if:
a. You are obligated to add that person, organization, trustee, estate or governmental entity as an additional insured to this policy by:
(1) an expressed provision of an “insured contract”, or written agreement; or (2) an expressed condition of a written permit issued to you by a governmental or public authority.
b. The “bodily injury” or “property damage” is caused by an “accident” which takes place after:
(1) you executed the “insured contract” or written agreement; or (2) the permit has been issued to you.

2. The following is added to Section IV – Business Auto Conditions , Transfer of Rights of Recovery Against Others to Us:

We waive any right of recovery we may have against any additional “insured”, but only as respects “Loss” arising out of the operation, maintenance or use of a covered “auto” pursuant to the provisions or conditions of the “insured contract”, written agreement, or permit.

This coverage does not apply to “garage operations”.

G. COVERAGE EXTENSIONS

1. Supplementary Payments , of Section II- Liability Coverage, is amended as follows:

2. The reference to $250 for the cost of bail bonds is replaced by $1,000 and the reference to $100 per day for all reasonable expenses is replaced by $250 per day. 03-330 (03/12) Page 2 of 5






 

  



28 This coverage does not apply to the Garage Coverage Form.

2. Coverage Extension ,o f Section III – Business Auto Coverage Form or Section IV – Garage Coverage Form , is amended to provide a limit of $50 per day and a maximum of $1,000 for temporary transportation expense.

3. Under Section III – Business Auto Coverage Form or Section IV – Garage Coverage Form, Comprehensive Coverage, we will pay for the expense of returning a stolen covered “auto” to you.

H. BODILY INJURY TO FELLOW EMPLOYEE EXCLUSION WAIVED
Section II – Liability Coverage, B. 5. Fellow Employee Exclusion , does not apply if the “bodily injury” results from the use of a covered “auto” you own or hire. Coverage is excess over any other collectible insurance.

I. COMMUNICATION EQUIPMENT COVERAGE
Section III – Business Auto Coverage Form , Physical Damage Coverage, with respect to a covered “auto” described in the Schedule or in the Declarations, also applies to “Loss” to any electronic equipment that receives or transmits audio, visual or data signals and that is not designed solely for the reproduction of sound. This coverage applies only if the equipment is permanently installed in the covered “auto” at the time of the “loss”. Equipment which is removable from a housing unit which is permanently installed in the covered “auto” and is desi gned to be solely operated by use of the power from the “auto’s” electrical system in or upon the covered “auto” is considered permanently installed. This coverage also applies to antennas and other accessories necessary for the use of the electronic equipment. The Physical Damage deductibles listed in the declarations as applying to the covered “auto” apply to this coverage as well.

The most that we will pay in the event of a “loss” is the lesser of:

1. The actual cash value of the damage or stolen property at the time of the “loss”; or

2. The cost of repairing or replacing the damaged or stolen property with other property of like kind or quality; or

3. $1,500 .

J. GLASS-ONLY CLAIM: DEDUCTIBLE WAIVED IF REPAIRED RATHER THAN REPLACED Under Section III – Business Auto Coverage Form or Section IV – Garage Coverage Form , Deductible, the following is added:

No deductible applies to glass damage if the glass is repaired rather than replaced.

K. PERSONAL EFFECTS COVERAGE

1. Subject to a maximum limit of $500, coverage is extended to the personal effects of the driver, passenger and insured while inside a covered “auto” and damaged as a result of an accident. Losses are subject to a $250 deductible. No separate deductible applies if the “loss” under this section is part of a specified perils, comprehensive or collision “loss” under this policy. If the “loss” includes coverage under more than one section of this endorsement , only the highest deductible will apply to the entire “loss”.

2. We will not pay for “loss” to personal property of any of the following:
a. Accounts, bills, currency, deeds, money, notes, securities and evidence of debt. b. Electronic equipment or tapes, records, discs or other similar audio visual or data electronic equipment.
c. Furs.
d. Animals, birds or fish.
e. Bullion, precious stones, jewelry or similar valuables, painting, art objects, manuscripts or mechanical drawings.
f. Contraband or property in the course of illegal transportation or trade. 03-330 (03/12) Page 3 of 5






 

  



29 g. An “auto”, its equipment or fluids, including fuel. h. “Loss” caused by theft, unless there are visible signs or marks of forcible entry into the covered “auto” and the theft is reported to law enforcement authorities.

3. The Personal Effects Coverage is excess over any other valid and collectible insurance coverage available for the same “loss”.

L. PET INJURY COVERAGE
Under Section III – Physical Damage Coverage, If you carry Collision Coverage for the damaged covered “auto”, the following is added:

If “your pet” sustains injury or death while inside a covered auto at the time of a loss covered under Collision or Comprehensive coverage, we will pay for the following:

1. up to $500 for reasonable and routine veterinary fees incurred by you if “your pet” is injured in, or as a direct result of, the covered loss; or

2. a $500 death benefit if “your pet” dies in, or as a direct result of, the covered loss, less any payment we made toward veterinary expenses for “your pet”.

In the event of a covered loss due to theft of a covered auto, we will pay the death benefit subject to “your pet” is inside the covered auto at the time of theft and “your pet” is not recovered.

This additional coverage is subject to a $100 Deductible for death and veterinary care sustained as a result of a covered loss. Coverage applies in excess over any other valid and collectible insurance.

The following definition applies to this coverage:
“Your pet” means any cat or dog owned by any insured covered under this policy.

The most we will pay for all damages in any one loss is a total of $500 regardless of the number of dogs or cats involved.

M. SINGLE EVENT DEDUCTIBLE
Under the Physical Damage Coverage Section, if two or more policies or coverage forms apply to the same accident, the following applies to paragraph D. Deductible:

You will pay the highest deductible stated on the declarations page only once for damages to your tractor, trailer and cargo when all are insured by us and are dam aged by the same covered cause of loss.

N. RENTAL REIMBURSEMENT COVERAGE
We will pay for rental reimbursement expenses incurred by you for the rental of an "auto" because of "loss" to a covered "auto". Payment applies in addition to the otherwise applicable amount of each coverage you have on a covered "auto". No deductibles apply to this coverage.

1. We will pay only for those expenses incurred during the policy period beginning 24 hours after the "loss" and ending, regardless of the policy's expiration, with the lesser of the following number of days:
a. The number of days reasonably required to repair or replace the covered "auto". If "loss" is caused by theft, this number of days is added to the number of days it takes to locate the covered "auto" and return it to you.

2. Our payment is limited to the lesser of the following amounts:
a. Necessary and actual expenses incurred.
b. Subject to a maximum payment of $100 per day up to 30 days.

3. This coverage does not apply while there are spare or reserve "autos" available to you for your . operations.
03-330 (03/12) Page 4 of 5






 

  



30 4. If "loss" results from the total theft of a covered "auto" of the private passenger type, we will pay under this coverage only that amount of your rental reimbursement expenses which is not already provided for under the Physical Damage Coverage Extension. 03-330 (03/12) Page 5 of 5






 

  



31 General Liability Coverage Part (Occurrence)
I. What is covered
A. Bodily injury and property
damage
We will pay up to the coverage part limit for damages you become legally obligated to pay because of bodily injury or property damage to which this Coverage Part applies, provided:

1. the bodily injury or property damage occurs during the policy period;

2. the bodily injury or property damage is caused by an occurrence that takes place in the coverage territory; and

3. you have paid the applicable retention stated in the Declarations.

We will have the right and duty to defend any claim seeking such damages, as set out in Section II. Defense and supplementary payments. We may, at our discretion, investigate any occurrence and settle any claim that may result.

B. Personal and advertising
injury
We will pay up to the Personal and Advertising Injury Limit stated in the Declarations for damages you become legally obligated to pay because of personal and advertising injury to which this Coverage Part applies, provided:

1. the personal and advertising injury is caused by an offense arising out of your business operations;

2. the personal and advertising injury is caused by an offense committed in the coverage territory during the policy period; and

3. you have paid the applicable retention stated in the Declarations.

We will have the right and duty to defend any claim seeking such damages, as set out in Section II. Defense and supplementary payments. We may, at our discretion, investigate any offense and settle any claim that may result.

C. Medical payments Regardless of fault, we will pay up to the Medical Payments limit stated in the Declarations for medical expenses incurred by each person for bodily injury caused by an accident to which this Coverage Part applies, provided:

1. the accident takes place within the coverage territory and on premises rented to or owned by you or in connection with your business operations;

2. the accident occurs during the policy period;

3. the expenses are incurred and reported to us within one year of the date of the accident; and

4. the person who sustained such bodily injury submits to examination, at our expense, by physicians of our choice as often as we reasonably require.

II. Defense and
supplementary
payments
A. Claims against you With respect to any claim against you that we investigate, defend, or settle, we will pay:

1. claim expenses we incur with counsel of our choice to defend you;

2. up to $2,500 for the cost of bail bonds required because of accidents or traffic law violations arising out of the use of any vehicle to which the bodily injury coverage described in Section I. What is covered, A. Bodily injury and property damage, applies, but we will have no obligation to apply for or furnish any such bonds;

3. the cost of bonds to release attachments, but only for bond amounts within the applicable limit. We will have no obligation to apply for or furnish any such bonds;

4. reasonable expenses incurred by you at our request to assist us in the investigation or defense of such claim, including actual loss of earnings up to $1,000 a day because of time off from work;
Includes copyrighted material of Insurance
Services Offices, Inc., with its permission
PLP P0002 CW (06/14) Page 1 of 19Policy: MPL158036921






 

  



32 General Liability Coverage Part (Occurrence)

5. court costs taxed against you in the claim; however, costs do not include attorney fees or expenses;

6. prejudgment interest awarded against you on that part of any judgment we pay. If we make an offer to pay the applicable limit, we will not pay any prejudgment interest based on the period of time after the offer; and

7. interest on the full amount of any judgment that accrues after entry of the judgment and before we have paid, offered to pay, or deposited in court the part of the judgment that is within the applicable limit.

B. Claims against your
indemnitee
If we defend a claim against you,a n dyour indemnitee is also named as a party to the claim, we will also defend such indemnitee if all of the following conditions are met:

1. the claim against the indemnitee seeks damages for which you have assumed the indemnitee’s liability in aninsured contract;

2. you have assumed the obligation to defend or pay for the defense of the indemnitee in the same insured contract;

3. this Coverage Part would apply to the liability you have assumed if the claim against the indemnitee had been made against you;

4. the allegations in the claim and the information we know about the occurrence are such that no conflict of interest appears to exist between your interests and your indemnitee’s interests;

5. you and your indemnitee request that we conduct and control the defense of such indemnitee and agree we can assign the same counsel to defend both you and your indemnitee; and

6. your idemnitee agrees in writing to:
a. follow the requirements of Section III. Your obligations to us, B. Your duty to cooperate, of the General Terms and Conditions;
b. notify any other insurer whose coverage may be available to the indemnitee and cooperate with us with respect to coordinating any other insurance applicable to the indemnitee; and
c. authorize us to conduct and control the defense of the indemnitee.

Our obligation to make any payments under this Section II ends when we have used up the coverage part limit.

No retention will apply to amounts we pay under this Section II, and such payments will be in addition to, and not part of, the coverage part limit.

III. Who is an
insured
In addition to the named insured, other persons or organizations may qualify as insureds, as stated below. For purposes of this Section III only, you means the named insured.

A. Sole proprietorships If you are an individual, you and your spouse are insureds, but only with respect to the conduct of a business of which you are the sole owner. However, if you die:

1. persons or organizations having proper temporary custody of your property are insureds, but only with respect to the maintenance or use of such property and only for acts until your legal representative has been appointed; and

2. your legal representative is an insured, but only with respect to his or her duties as your legal representatives. As such, they will assume your legal rights and duties under this Coverage Part.

B. Partnerships or joint
ventures
If you are a duly organized partnership (including a limited liability partnership) or a joint venture, your members, partners, and their spouses are insureds, but only with respect to the conduct of your business.

Includes copyrighted material of Insurance
Services Offices, Inc., with its permission
PLP P0002 CW (06/14) Page 2 of 19Policy: MPL158036921






 

  



33 General Liability Coverage Part (Occurrence)
C. Limited liability
companies
If you are a duly organized limited liability company, your members and their spouses are insureds, but only with respect to the conduct of your business. Your managers are also insureds, but only with respect to their duties as your managers.

D. Other organizations If you are an organization (including a professional corporation) other than a partnership, joint venture, or limited liability company, your directors and officers are insureds, but only with respect to their duties as your directors or officers. Your stockholders and their spouses are also insureds, but only with respect to their liability as your stockholders.

E. Trusts If you are a trust, your trustees are insureds, but only with respect to their duties as your trustees.

F. Employees Your employees are insureds, but only while in the course and scope of their employment by you or while performing duties related to the conduct of your business.

G. Volunteer workers Your volunteer workers are insureds, but only while in the course and scope of their activities related to the conduct of your business performed on your behalf or at your direction.

H. Real estate managers Persons (other than your employees) or organizations acting as your real estate managers are insureds, but only with respect to their duties as your real estate managers.

I. Amateur athletic
participants
Any person representing you while participating in an amateur athletic activity you sponsor is an insured. However, no such person is an insured for:

1. bodily injury to:
a. a co-participant, your employee, or your volunteer worker while also participating in the amateur athletic activity you sponsor; or
b. you or any of your partners, members, or officers; or

2. property damage to property owned, occupied, or used by; rented to; or in the care, custody, or control of:
a. a co-participant in the amateur athletic activity you sponsor, your employee, or your volunteer worker; or
b. you or any of your partners, members, or officers.

J. Newly acquired or formed
organizations
If there is no other similar insurance available, any organization you acquire or form during the policy period, and in which you have majority ownership or interest at the time of an occurrence or offense covered by this Coverage Part, will qualify as an insured. This coverage is effective on the date of acquisition or formation and is afforded only until the 180th day after you acquire or form the organization, or the end of the policy period, whichever is earlier.

There is no coverage for the acquired or formed organization for:

1. bodily injury or property damage that occurred; or

2. personal or advertising injury arising out of an offense that was committed, before you acquired or formed the organization.

The acquired or formed organization is an insured only with respect to the conduct of your business.

K. Additional insureds If you have agreed in a written contract or agreement to add them as an additional insured to a policy providing the type of coverage afforded by this Coverage Part, the following persons or organizations are insureds:

1. Any person or organization from whom you lease any premises, but only with respect to liability arising out of the ownership, maintenance, or use of that part of the premises leased to you.

However, there is no coverage for such additional insureds for any structural alterations, new construction, or demolition operations performed by or on behalf of the additional insured.

Includes copyrighted material of Insurance
Services Offices, Inc., with its permission
PLP P0002 CW (06/14) Page 3 of 19Policy: MPL158036921
Any person or organization from whom you lease any premises, Additional insureds If you have agreed in a written contract or agreement to add them as an additional insured 





 

  



34 General Liability Coverage Part (Occurrence)
A person or organization’s status as an additional insured under this subsection 1 ends when you cease to be a tenant in the premises.

2. Any person or organization for whom you are performing operations, but only with respect to liability arising out of:
a. your acts or omissions or of those acting on your behalf; and b. the performance of your ongoing operations for the additional insured.

However, there is no coverage for such additional insureds for:
a. bodily injury, property damage, or personal and advertising injury arising out of the rendering of or failure to render any professional architectural, engineering, or surveying services, including:
(1) the preparing, approving, or failing to prepare or approve, maps, shop drawings, opinions, reports, surveys, field orders, change orders, drawings, or specifications; or
(2) supervisory, inspection, architectural, or engineering activities; or b. 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 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.

A person or organization’s status as an additional insured under this subsection 2 ends when your operations for that additional insured are completed.

3. Any person or organization who sells or distributes your products (referred to in this subsection as “vendor”), but only with respect tobodily injury or property damage arising out of your products sold or distributed in the regular course of such vendor’s business.

However, there is no coverage for such additional insureds for:
a. bodily injury or property damage for which the vendor is legally obligated to pay damages because of liability assumed in a contract or agreement; however, this exclusion will not apply to liability the vendor would have in the absence of such 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 inspections, adjustments, tests, or servicing the vendor has either agreed to make or normally undertakes to make in the usual course of business, in connection with the distribution or sale of the product; f. demonstration, installation, servicing, or repair operations, except such operations performed at the vendor’s premises in connection with the sale of the product; g. products which, after distribution or sale by you, have been labeled or relabeled or used as a container, part, or ingredient of any other thing by or for the vendor; 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 will not apply to:

Includes copyrighted material of Insurance
Services Offices, Inc., with its permission
PLP P0002 CW (06/14) Page 4 of 19Policy: MPL158036921
Any person or organization who sells or distributes your products Any person or organization for whom you are performing operations, 





 

  



35 General Liability Coverage Part (Occurrence)
(1) repackaging 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;
(2) demonstration, installation, servicing, or repair operations performed at the vendor’s premises in connection with the sale of the product; or (3) inspections, adjustments, tests, or servicing the vendor has either agreed to make or normally undertakes to make in the usual course of business, in connection with the distribution or sale of the product.

This insurance does not apply to any person or organization from whom you have acquired:
a. products;
b.
any ingredient or part of any product; or
c. any container containing any products.

4. Any person or organization from whom you lease any equipment, but only with respect to liability arising out of your maintenance, operation, or use of such equipment.

A person or organization’s status as an additional insured under this subsection 4 ends when the equipment lease expires, and this insurance will not apply to any occurrence or offense which takes place after such expiration.

5. Any other person or organization not included in 1 through 4 above, provided the contract or agreement:
a. is currently in effect or becomes effective during the policy period; and b. was executed before the bodily injury or property damage occurred or the offense out of which the personal and advertising injury arises was committed.

Coverage is available for additional insureds solely for their liability arising out of your negligence or of those acting on your behalf and not for any liability arising out of the sole negligence of the additional insured.

Notwithstanding anything to the contrary in the other insurance provisions in the General Terms and Conditions or in this Coverage Part, the coverage available under this Coverage Part to any additional insured will be primary and non-contributory, and any other insurance available to the additional insured for the same claim or occurrence will be specifically excess of the coverage part limit.

Notwithstanding anything to the contrary in the subrogation provision in the General Terms and Conditions, we agree to waive any right of recovery we may have against any additional insured because of payments we make for injury or damage arising out of:

1. the ownership, maintenance, or use of that part of any premises leased to you;

2. your ongoing operations; or

3. your work done under a contract with the additional insured and included in the products- completed operations hazard.

The limits of liability applicable to any additional insured are either the amounts specified in the contract or agreement requiring them to be added as an additional insured, or the limits identified in the Declarations, whichever is less, and such amounts will be a part of, and not in addition to, the coverage part limit.

IV. Limits of liability The limits stated in the Declarations and the rules below will be the most we will pay regardless of the number of:

1. insureds;

2. claims made or brought; or

3. persons or organizations making or bringing claims.

Includes copyrighted material of Insurance
Services Offices, Inc., with its permission
PLP P0002 CW (06/14) Page 5 of 19Policy: MPL158036921
and such amounts will be a part of, and not in addition to, the coverage part limit.

IV.

Coverage is available for additional insureds solely for their liability arising out of your negligencegy yg y gg or of those acting on your behalf and not for any liability arising out of the sole negligence of theg additional insured.

Notwithstanding anything to the contrary in the other insurance provisions in the General Termsg yg y p and Conditions or in this Coverage Part, the coverage available under this Coverage Part to anygg g y additional insured will be primary and non-contributory, and any other insurance available to thepy y, y additional insured for the same claim or occurrence will be specifically excess of the coverage part limit.

Notwithstanding anything to the contrary in the subrogation provision in the General Terms andgy g y g p Conditions, we agree to waive any right of recovery we may have against any additional insuredgy g y y because of payments we make for injury or damage arising out of:

1. the ownership, maintenance, or use of that part of any premises leased to you;

2. your ongoing operations; or

3. your work done under a contract with the additional insured and included in the products-y completed operations hazard.

The limits of liability applicable to any additional insured are either the amounts specified in theyp p y p contract or agreement requiring them to be added as an additional insured, ort he limits identifiedgq g in the Declarations, whichever is less,,
Any other person or organization not included in 1 through 4 above, provided the contract oryp agreement:

Any person or organization from whom you lease any equipment, 





 

  



36 General Liability Coverage Part (Occurrence)
A. Per location limit The Per Location Limit identified in the Declarations is the most we will pay for all damages because of bodily injury and property damage occurring at each separate location where you perform business operations arising out of any one occurrence. This limit will apply only if an endorsement listing your separate locations is added to this Coverage Part.

B. Products-completed
operations limit
The Products-Completed Operations Limit identified in the Declarations is the most we will pay for all damages because of bodily injury and property damage included in the products- completed operations hazard arising out of any one occurrence.

C. Personal and advertising
injury limit
The Personal and Advertising Injury Limit identified in the Declarations is the most we will pay for all damages because of personal and advertising injury arising out of any one claim.

D. Damage to premises limit The Damage to Premises limit identified in the Declarations is the most we will pay for all damages because of property damage to any one premises while rented to you or temporarily occupied by you with permission of the owner.

E. Elevator liability sublimit An Elevator Liability Sublimit of $25,000 is the most we will pay for all damages because of property damage resulting from the use of an elevator at premises you own, rent, or occupy and arising out of any one occurrence.

F. Medical payments limit The Medical Payments limit identified in the Declarations is the most we will pay for the sum of medical expenses for bodily injury sustained by any one person covered under Section I. What is covered, C. Medical payments.

No retention will apply to amounts we pay under Section I. What is covered, C. Medical payments, and such amounts will be in addition to, and not part of, the coverage part limit.

All other limits described in this Section IV will be in excess of the retention and will be a part of, and not in addition to, the coverage part limit.

V. Other provisions
affecting
coverage
A. Notifying us of claims,
occurrences, or offenses

1. You must give written notice to us of any claim made or brought against you as soon as possible, including the specifics of the claim and the date received.

2. You must give written notice to us of any occurrence or offense which may result in a claim as soon as possible. To the greatest extent possible, the notice must include:
a. how, when, and where the occurrence or offense took place; 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.

All such notifications must be in writing and include a copy of any claim, and must be submitted to us via the designated email address or mailing address identified in Item 6 of the Declarations.

B. Retention Our obligation to pay any damages under this Coverage Part is in excess of the retention, which you must pay in connection with each covered occurrence or offense. The retention does not apply to claim expenses or any other payments we make under Section II. Defense and supplementary payments.

C. Legal action against us No person or organization has a right under this Coverage Part:

1. to join us as a party or otherwise bring us into a claim seeking damages from you; or

2. to sue us on this Coverage Part unless all of its terms and conditions have been fully complied with.

Includes copyrighted material of Insurance
Services Offices, Inc., with its permission
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37 General Liability Coverage Part (Occurrence)
A person or organization may sue us to recover on an agreed settlement or final judgment against you, but we will not be liable for damages that are not covered under this Coverage Part or that are in excess of the applicable limits. An agreed settlement means a settlement and release of liability signed by us, you, and the claimant or claimant’s legal representative.

D. Other insurance For purposes of this Coverage Part, the Other insurance provision in Section V. Other provisions affecting coverage, of the General Terms and Conditions is replaced by the following:

If other valid and collectible insurance is available to you for a claim we would otherwise cover under this Coverage Part, our obligations are limited as follows:

1. Primary insurance - This Coverage Part is primary except when the Excess insurance provision below applies. If this Coverage Part is primary, our obligations are not affected unless any of the other insurance is also primary. Then, we will share with any other insurance by the method described in the Method of sharing provision below.

2. Excess insurance - This Coverage Part is excess over any other insurance, whether primary, excess, contingent, or on any other basis:
a. that provides fire, extended coverage, builder’s risk, installation risk, or similar coverage for your work;
b. that applies to property damage to premises rented to you or temporarily occupied by you with permission of the owner;
c. if the loss arises out of aircraft, autos, or watercraft (to the extent not subject to Exclusion A. 1. Aircraft, autos, or watercraft);
d. that is insurance available to you because you have been added as an additional insured.

When this Coverage Part is excess, we have no duty to defend you against any claim if any other insurer has a duty to defend you against such claim. If no other insurer defends, we will undertake to do so, but we will be entitled to your rights against those other insurers.

When this Coverage Part is excess over other insurance, we will pay only our share of the amount of loss, if any, that exceeds the sum of:
a. the total amount that all other insurance would pay for loss in the absence of this Coverage Part; and
b. the total of all deductible and self-insured amounts under all other insurance and this Coverage Part.

We will share the remaining loss, if any, with any other insurance that is not described in this Excess insurance provision and was not purchased or agreed specifically to apply in excess of this Coverage Part.

3. Method of sharing
If all of the other insurance permits contribution by equal shares, we will contribute by equal shares. Under this method, each insurer contributes equal amounts until it has paid its applicable limits or none of the loss remains, whichever occurs first.

If any other insurance does not permit contribution by equal shares, we will contribute by limits. Under this method, each insurer’s share is based on the ratio of its applicable limits to the total applicable limits of all insurers.

E. Separation of insureds Except with respect to the limits and any rights or duties specifically assigned to the named insured, this Coverage Part applies separately to each insured against whom a claim is made or brought.

VI. Exclusions –
What is not
covered
Includes copyrighted material of Insurance
Services Offices, Inc., with its permission
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Primary insurance
Other insurance






 

  



38 General Liability Coverage Part (Occurrence)
A. Bodily injury and
property damage
exclusions
We will have no obligation to pay any sums under this Coverage Part, including any damages or claim expenses, for any claim for:

Aircraft, autos, or
watercraft

1. bodily injury or property damage arising out of the ownership, maintenance, use, or entrustment to others of any aircraft, auto, or watercraft owned or operated by or rented or loaned to you. Use includes operation and loading and unloading.

This exclusion will apply even if the claim against you alleges negligence or other wrongdoing in the supervision, hiring, employment, training, or monitoring of others by you, if the occurrence causing the bodily injury or property damage involved the ownership, maintenance, use, or entrustment to others of any aircraft, auto, or watercraft owned or operated by or rented or loaned to you.

However, this exclusion will not apply to:
a.
watercraft while ashore on premises owned by or rented to you; b. watercraft you do not own, provided it is:
(1) less than 75 feet long; and
(2) not being used to transport persons or property for a charge; c.
the parking of an auto on, or on the ways next to, premises owned by or rented to you, provided the auto is not owned by or rented or loaned to you; d. liability assumed in an insured contract for the ownership, maintenance, or use of an aircraft or watercraft by others;
e. bodily injury or property damage arising out of:
(1) the operation of machinery or equipment that is attached to, or part of, a land vehicle that would qualify under the definition of mobile equipment if it were not subject to a compulsory financial responsibility law or other motor vehicle insurance law in the state where it is licensed or principally garaged; or (2) operation of the equipment described in 6.b or 6.c of the definition of mobile equipment; or
f. aircraft you do not own. However, this Coverage Part will be excess over any other insurance that applies to such aircraft, whether primary, excess, contingent, or on any other basis, and the rules stated in Section V. Other provisions affecting coverage, D.

Other insurance, 2. Excess insurance will apply.

Damage to impaired
property or property not
physically injured

2. property damage to impaired property or property that has not been physically injured arising out of:
a. a defect, deficiency, inadequacy, or dangerous condition in your product or your work; or
b. a delay or failure by you or anyone acting on your behalf to perform a contract or agreement in accordance with its terms and conditions.

However, this exclusion will not apply to the loss of use of other property arising out of sudden and accidental physical injury to your product or your work after it has been put to its intended use.

Damage to property 3. property damage to:
a. property you own, rent, or occupy, including any costs or expenses incurred by you or any other person or organization for repair, replacement, enhancement, restoration, or maintenance of such property for any reason, including prevention of injury to a person or damage to another’s property;
b. premises you sell, give away, or abandon, if the property damage arises out of any part of those premises;
c. property loaned to you;
d. personal property in your care, custody, or control; Includes copyrighted material of Insurance
Services Offices, Inc., with its permission
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39 General Liability Coverage Part (Occurrence)
e. that particular part of real property on which you or any contractors or subcontractors working directly or indirectly on your behalf are performing operations, if the property damage arises out of those operations; or
f. that particular part of any property that must be restored, repaired, or replaced because your work was incorrectly performed on it.

Subsections a, c, and d of this exclusion will not apply to property damage (other than damage by fire) to premises (including the contents of the premises) rented to you for seven or fewer consecutive days. However, any payments we make for property damage to such property will be subject to the Damage to Premises Limit.

Subsection b of this exclusion will not apply if the premises are your work and were never occupied, rented, or held for rental by you.

Subsections c, d, e, and f of this exclusion will not apply to liability assumed under a sidetrack agreement.

Subsection f of this exclusion will not apply to property damage included in the products- completed operations hazard.

Subsections c, d, and f of this exclusion will not apply to property damage arising out of the use of an elevator at premises you own, rent, or occupy. However, any payments we make for such property damage will be subject to the Elevator Liability Sublimit.

Subsection d of this exclusion will not apply to property damage to equipment you borrow while at a job site, but only if it is not being used by anyone to perform operations at the time of such property damage.

Damage to your product 4. property damage to your product arising out of it or any part of it; however, this exclusion will not apply to property damage arising out of the use of an elevator at premises you own, rent, or occupy, but any payments we make for such property damage will be subject to the Elevator Liability Sublimit.

Damage to your work 5. property damage to your work arising out of it or any part of it and included in the products-completed operations hazard; however, this exclusion will not apply if the damaged work or the work out or which the damage arises was performed on your behalf by a subcontractor.

Expected or intended
Injury

6. bodily injury or property damage expected or intended from the standpoint of any insured; however, this exclusion will not apply to bodily injury or property damage resulting from the use of reasonable force to protect persons or property.

Injury to employee 7. a. bodily injury to your employee arising out of and in the course and scope of employment by you or while performing duties related to the conduct of your business; or
b. bodily injury to the spouse, child, parent, brother, or sister of such employee as a consequence of any bodily injury described in paragraph 7.a above.

This exclusion will apply:
a. whether you may be liable as an employer or in any other capacity; and b. to any obligation to share damages with or repay someone else who must pay damages because of any injury described in paragraphs 7.a and 7.b above.

However, this exclusion will not apply to:
a. liability for damages you assume in an insured contract; or b. bodily injury arising out of and in the course and scope of domestic employment by you, unless benefits for such injury are in whole or in part either payable or required to be provided under any workers’ compensation law.

Liquor liability 8. bodily injury or property damage for which you may be held liable by reason of:
a. causing or contributing to the intoxication of any person; Includes copyrighted material of Insurance
Services Offices, Inc., with its permission
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40 General Liability Coverage Part (Occurrence)
b. furnishing alcoholic beverages to a person under the legal drinking age or under the influence of alcohol; or
c. any statute, ordinance, or regulation relating to the sale, gifting, distribution, or use of alcoholic beverages.

However, this exclusion will apply only if you are in the business of manufacturing, distributing, selling, serving, or furnishing alcoholic beverages.

Mobile equipment 9. bodily injury or property damage arising out of:
a. the transportation of mobile equipment by an auto owned or operated by or loaned or rented to you; or
b. the use of mobile equipment in, while in practice for, or while being prepared for, any prearranged racing, speed, demolition, or stunting activity.

Prior knowledge 10. bodily injury or property damage which:
a. you;
b. any insured listed in A through E of Section III. Who is an insured; or c. any employee authorized by you to give or receive notice of an occurrence or claim, knew had occurred prior to the policy period.

Any continuation, change, or resumption of any such bodily injury or property damage during or after the policy period will be deemed to have been known prior to the policy period.

Bodily injury or property damage will be deemed to be known if you,a n yinsured listed in A through E of Section III. Who is an insured, or any employee authorized by you to give or receive notice of an occurrence or claim:
a. reports all or any part of the bodily injury or property damage to us or any other insurer;
b. receives a claim because of the bodily injury or property damage; or c. becomes aware by any other means that the bodily injury or property damage has occurred or has begun to occur.

Exclusions 1, 2, 3, 4, 5, 8, and 9 of this Section A do not apply to damage by fire to premises while rented to you or temporarily occupied by you with the owner’s permission. However, any paymentswe make for property damage to such premises will be subject to the Damage to Premises Limit.

B. Personal and
advertising injury
exclusions
We will have no obligation to pay any sums under this Coverage Part, including any damages or claim expenses, for any claim for personal and advertising injury:

Breach of contract 1. based upon or arising out of any breach of contract, except an implied contract to use another’s advertising idea inyour advertisement.

Failure to conform to
statements

2. based upon or arising out of the failure of goods, products, or services to conform with any statement of quality or performance made in your advertisement.

Insureds in media and
internet type businesses

3. committed by any insured whose business is:
a. advertising, broadcasting, publishing, or telecasting; b. designing or determining content of websites for others; or c. an internet search, access, content, or service provider.

However, this exclusion will not apply to personal and advertising injury caused by:
a. false arrest, detention, or imprisonment;
b. malicious prosecution; or
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Services Offices, Inc., with its permission
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41 General Liability Coverage Part (Occurrence)
c. the wrongful eviction from, wrongful entry into, or invasion of the right of private occupancy of a room, dwelling, or premises that a person occupies, committed by or on behalf of its owner, landlord, or lessor.

For purposes of this exclusion, the placing of frames, borders or links, or advertising, for you or others anywhere on the internet is not, by itself, considered the business of advertising, broadcasting, publishing, or telecasting.

Knowing violation of
rights of another

4. caused by you or at your direction with knowledge the act would violate the rights of another and would inflict personal and advertising injury.

Material published prior
to policy period

5. based upon or arising out of oral or written publication of material whose first publication took place prior to the policy period.

Material published with
knowledge of falsity

6. based upon or arising out of oral or written publication of material by you or at your direction with knowledge of its falsity.

Unauthorized use of
another’s name or
product

7. based upon or arising out of any actual or alleged unauthorized use of another’s name or product in your email address, domain name, metatag, or any similar tactics to mislead another’s potential customers.

Wrong description of
prices

8. based upon or arising out of any actual or alleged wrong description of the price of goods, products, or services stated in your advertisement.

C. Medical payments
exclusions
We will have no obligation to pay any sums under Section I. What is covered, C. Medical payments for medical expenses for bodily injury:

Athletic activities 1. to any person injured while practicing, instructing, or participating in any physical exercises or games, sports, or athletic contests; however, this exclusion will not apply to a person who is not an insured injured while participating in an amateur athletic activity you sponsor.

Injury on normally
occupied premises

2. to any person injured on that part of any premises you own or rent that the person normally occupies.

Injury to you 3. to you or any person hired to work for or on behalf of you or your tenant; however, this exclusion will not apply to a volunteer worker.

Products-completed
operations hazard

4. included in the products-completed operations hazard.

Workers’ compensation
or similar laws

5. to any person, whether or not your employee, if benefits for such bodily injury are payable or must be provided under any workers’ compensation, disability benefits, or any similar law.

D. Exclusions applicable
to the entire general
liability coverage part
We will have no obligation to pay any sums under this Coverage Part for medical expenses, or for any claim, including any damages or claim expenses,f o rbodily injury, property damage, or personal and advertising injury:

Asbestos 1. based upon or arising out of the actual or alleged mining, processing, manufacturing, use, testing, ownership, sale, or removal of asbestos, asbestos fibers, or material containing asbestos; exposure to asbestos, asbestos fibers, or materials containing asbestos; or the provision of instructions, recommendations, notices, warnings, supervision, or advice given, or which should have been given, in connections with asbestos, asbestos fibers, or structures or materials containing asbestos.

Biological agents

2. based upon or arising out of:
a. the actual, alleged, or threatened contaminative, pathogenic, toxic, or other hazardous properties of biological agents; or
b. any:

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Services Offices, Inc., with its permission
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42 General Liability Coverage Part (Occurrence)
(1) request, demand, or order that you or others test for, monitor, clean up, remove, contain, treat, detoxify, or neutralize, or in any way respond to or assess the effect of any biological agents; or
(2) claim or other proceeding by or on behalf of a governmental authority or others for the testing for, monitoring, cleaning up, removing, containing, treating, detoxifying, or neutralizing, or in any way responding to or assessing the effects of any biological agents.

Communicable disease 3. based upon or arising out of the actual or alleged transmission of a communicable disease.

This exclusion will apply even if the claim against you alleges negligence or other wrongdoing in the:
a. supervising, hiring, employing, training, or monitoring of others that may be infected with and spread a communicable disease;
b. testing for a communicable disease;
c. failure to prevent the spread of the disease; or
d. failure to report the disease to authorities.

Contractual liability 4. for which you are legally obligated to pay as damages because of liability assumed in a contract or agreement. However, this exclusion will not apply to liability for damages:
a. you would have in the absence of such contract or agreement; or b. assumed in an insured contract, provided the bodily injury, property damage, or personal and advertising injury occurs after such contract or agreement has been fully executed.

Crime or fraud 5. based upon or arising out of any actu al or alleged criminal or fraudulent conduct committed by you, at your direction, or with your consent or knowledge.

Electronic chatrooms,
bulletin boards, or
websites

6. based upon or arising out of an electronic chatroom, bulletin board, or website you host, own, or over which you exercise control.

Electronic data 7. based upon or arising out of the loss of, loss of use of, damage to, corruption of, inability to access, or inability to manipulate electronic data.

Employment related
liability

8. based upon or arising out of any actual or alleged:
a. obligation under any workers’ compensation, unemployment compensation, employers’ liability, fair labor standards, labor relations, wage and hour, or disability benefit law, including any similar provisions of any federal, state, or local statutory or common law;
b. liability or breach of any duty or obligation owed by you as an employer or prospective employer; or
c. harassment, wrongful termination, retaliation, or discrimination, including but not limited to adverse or disparate impact,
including any resulting damages sustained at any time by the brother, child, parent, sister, or spouse of such person as a consequence of the above.

This exclusion will apply:
a. whether you may be liable as an employer or in any other capacity; and b. to any obligation to share damages with or repay someone else who must pay damages because of any of the above.

Fair credit 9. based upon or arising out of any actual or alleged violation of the Fair Credit Reporting Act and/or Fair and Accurate Credit Transactions Act, both as may be amended, or any similar federal, state, or local statutes, rules, or regulations in or outside the U.S.

Includes copyrighted material of Insurance
Services Offices, Inc., with its permission
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43 General Liability Coverage Part (Occurrence)
Intellectual property 10. based upon or arising out of any actual or alleged infringement, use, or disclosure of any intellectual property, including but not limited to copyright, trademark, trade dress, patent, service mark, service name, title, or slogan, or any publicity rights violations, cyber squatting violations, moral rights violations, any act of passing-off, or any misappropriation of trade secret.

However, this exclusion will not apply to:
a. the use of another’s advertising idea inyour advertisement; or b. infringement of copyright, trade dress, or slogan in your advertisement.

Lead 11. based upon or arising out of:
a. the actual, alleged, or threatened contaminative, pathogenic, toxic, or other hazardous properties of lead;
b. any:
(1) request, demand, or order that you or others test for, monitor, clean up, remove, contain, treat, detoxify or neutralize, or in any way respond to or assess the effect of lead; or
(2) claim or other proceeding by or on behalf of a governmental authority or others for the testing for, monitoring, cleaning up, removing, containing, treating, detoxifying, or neutralizing, or in any way responding to or assessing the effects of lead.

Pollution 12. based upon or arising out of:
a.
the actual, alleged, or threatened discharge, dispersal, seepage, migration, release, or escape of pollutants:
(1) at or from any premises, site, or location which is or was at any time owned or occupied by or rented or loaned to you; however, this subsection will not apply to:
(a) bodily injury if sustained within a building and caused by smoke, fumes, vapor, or soot originating from equipment that is used to heat, cool, or dehumidify the building, or equipment that is used to heat water for personal use by the building’s occupants;
(b) bodily injury or property damage for which you may be held liable, if you are a contractor and the owner or lessee of such premises, site, or location has been added to your policy as an additional insured with respect to your ongoing operations performed for that additional insured at the premises, site, or location, and such premises, site, or location is not and never was owned or occupied by or rented or loaned to any insured other than that additional insured; or
(c) bodily injury or property damage arising out of heat, smoke, or fumes from a hostile fire;
(2) at or from any premises, site, or location which is or was at any time used by you or any other person or organization for the handling, storage, disposal, processing, or treatment of waste;
(3) which are or were at any time transported, handled, stored, disposed of, processed, or treated as waste by or for you or for any person or organization for whom you are legally liable;
(4) at or from any premises, site, or location on which you or any contractor or subcontractor working directly or indirectly on your behalf is performing operations, if the pollutants are brought onto the premises, site, or location in connection with such operations by you or your contractor or subcontractor.

However, this subsection will not apply to:
(a) bodily injury or property damage arising out of the escape of fuels, lubricants, or other operating fluids necessary to perform the normal Includes copyrighted material of Insurance
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44 General Liability Coverage Part (Occurrence)
electrical, hydraulic, or mechanical functions necessary for the operation of mobile equipment or its parts, if such fuels, lubricants, or other operating fluids escape from a vehicle part designed to hold, store, or receive them.

This exception will not apply if the bodily injury or property damage arises out of the intentional discharge, dispersal, or release of the fuels, lubricants, or other operating fluids or if such fuels, lubricants, or operating fluids are brought onto the premises, site, or location with the intent that they be discharged, dispersed, or released as part of the operations being performed by you or your contractor or subcontractor;
(b) bodily injury or property damage sustained within a building and caused by the release of gases, fumes, or vapors from materials brought into that building in connection with operations being performed by you or your contractor or subcontractor; or
(c) bodily injury or property damage arising out of heat, smoke, or fumes from a hostile fire; or
(5) at or from any premises, site, or location on which you or any contractors or subcontractors working directly or indirectly your behalf are performing operations, if the operations are to test for, monitor, clean up, remove, contain, treat, detoxify, or neutralize, or in any way respond to or assess the effects of pollutants; or
b. any:
(1) request, demand, or order that you or others test for, monitor, clean up, remove, contain, treat, detoxify, or neutralize, or in any way respond to or assess the effect of pollutants; or
(2) claim or other proceeding by or on behalf of a governmental authority or others for the testing for, monitoring, cleaning up, removing, containing, treating, detoxifying, or neutralizing, or in any way responding to or assessing the effects of pollutants.

However, this subsection will not apply to liability for damages because of property damage you would have in the absence of such request, demand, order, claim, or other proceeding by or on behalf of a governmental authority.

Privacy 13. based upon or arising out of any actual or alleged:
a. unauthorized acquisition, access, use, or disclosure of, improper collection or retention of, or failure to protect any non-public personally identifiable information or confidential corporate information that is in your care, custody, or control; or b. violation of any privacy law or consumer data protection law protecting against the use, collection, or disclosure of any information about a person or any confidential corporate information.

Professional services 14. based upon or arising out of your actual or alleged performance of or failure to perform professional services.

Recall of products, work,
or impaired property

15. based upon or arising out of the loss of use, withdrawal, recall, inspection, repair, replacement, adjustment, removal, or disposal of:
a. your product;
b. your work; or
c. impaired property;
if such product, work, or property is withdrawn or recalled from the market or from use by any person or organization because of a known or suspected defect, deficiency, inadequacy, or dangerous condition in it.

Silica 16. based upon or arising out of any actual, alleged, or threatened exposure to, inhalation of, or contact with silicon dioxide, silica products, silica fibers, silica dust, any silica byproducts, or silica, whether alone or in combination with any substance, product, or material.

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45 General Liability Coverage Part (Occurrence)
Unsolicited telemarketing 17. based upon or arising out of any actual or alleged violation of any federal, state, or local statutes, ordinances, or regulations relating to unsolicited telemarketing, solicitations, emails, faxes, text messages, or any other communications of any type or nature, including but not limited to the Telephone Consumer Protection Act, CAN-SPAM Act, or any “anti- spam” or “do-not-call” statutes, ordinances, or regulations.

Exclusions 8, 12, and 15 of this Section D do not apply to damage by fire to premises while rented to you or temporarily occupied by you with the owner’s permission. However, any paymentswe make for property damage to such premises will be subject to the Damage to Premises Limit.

VII. Definitions The following definitions apply to this Coverage Part. Additional definitions are contained in the General Terms and Conditions, Section VI. Definitions applicable to all Coverage Parts.

Accident means a sudden and unintended event that causes bodily injury to a third party. This definition applies only to coverage provided under Section I. What is covered, C. Medical payments.

Advertisement means a notice about your goods, products, or services that is published or broadcast to the general public or a specific market segment for the purpose of attracting customers or supporters.

For purposes of this definition:

1. notices that are published include material placed on the internet or on other similar electronic means of communication; and

2. with regard to websites, only that part of the website that is about your goods, products, or services for the purposes of attracting customers or supporters is considered an advertisement.

Auto means:

1. a land motor vehicle, trailer, or semi-trailer designed for travel on public roads, including any attached machinery or equipment, or

2. any other land vehicle subject to a financial responsibility law or other motor vehicle insurance law in the state where it is licensed or principally garaged.

However, auto does not include mobile equipment.

Biological agents means any:

1. a. bacteria;
b. mildew, mold, or fungi;
c.
other microorganisms; or
d. mycotoxins, spores, or other byproducts of any of the foregoing;

2. viruses or other pathogens (whether or not a microorganism); or

3. colony or group of any of the foregoing.

Bodily injury means physical injury, sickness, or disease sustained by a person, including resulting death, humiliation, mental injury, mental anguish, emotional distress, suffering, or shock, at any time. All such resulting injury will be deemed to occur at the time of the physical injury, sickness, or disease that caused it.

Claim means any:

1. written assertion of liability;

2. written demand for damages; or

3. civil proceeding seeking damages,
for bodily injury, property damage, or personal and advertising injury to which this Coverage Part applies. This includes an arbitration proceeding or any other alternative dispute resolution proceeding in which such damages are sought and to which you submit with our consent.

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46 General Liability Coverage Part (Occurrence)
Claim expenses means all reasonable and necessary fees, costs, and expenses (including the fees of attorneys and experts) incurred in the investigation, defense, or appeal of a claim.

Coverage territory means anywhere in the world, but this Coverage Part will apply only to a claim brought in the United States, its territories or possessions, or Canada.

Damages means any monetary amount you are ordered to pay by a court, or by an arbitrator in an arbitration to which we have consented.

However, damages does not include any civil, regulatory, or criminal fines, restitution, disgorgement, sanctions, taxes, or penalties, including those imposed by any federal, state, or local governmental authority, or any multiple, punitive, or exemplary damages.

Damages because of bodily injury includes care, loss, or services, or death resulting at any time from the bodily injury.

Employee means any person employed by you, including any leased worker, but does not include a temporary worker.

Hostile fire means a fire that becomes uncontrollable or breaks out from where it was intended to be.

Impaired property means tangible property, other than your product or your work, that cannot be used or is less useful because:

1. it incorporates your product or your work that is known or thought to be defective, deficient, inadequate, or dangerous; or

2. you have failed to fulfill the terms or conditions of a contract or agreement; if such property can be restored to use by:

1. the repair, replacement, adjustment, or removal of your product or your work; or

2. your fulfilling the terms or conditions of the contract or agreement.

Insured contract means:

1. a contract for the lease of premises, but not any portion of the lease that indemnifies any person or organization for damage by fire to premises while rented to you or temporarily occupied by you with permission of the owner;

2. a sidetrack agreement;

3. an easement or license agreement, except in connection with construction or demolition operations on or within 50 feet of a railroad;

4. an obligation, as required by ordinance, to indemnify a municipality, except in connection with work for a municipality;

5. an elevator maintenance agreement; or

6. any other contract or agreement pertaining to your business (including an indemnification of a municipality in connection with work performed for such municipality) in which you assume the tort liability of another to pay damages sustained by a third party to which this Coverage Part would apply. Tort liability means liability that would be imposed by law in the absence of any contract or agreement.

However, an insured contract does not include that part of any contract or agreement:

1. that indemnifies a railroad for bodily injury or property damage arising out of construction or demolition operations on or within 50 feet of any railroad property and affecting any railroad bridge or trestle, tracks, roadbeds, tunnel, underpass, or crossing;

2. that indemnifies an architect, engineer, or surveyor for damages arising out of:
a. preparing, approving, or failing to prepare or approve maps, drawings, opinions, reports, surveys, field orders, change orders, designs, or specifications; or b. giving or failure to give directions or instructions, if that is the primary cause of the injury or damage; or
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47 General Liability Coverage Part (Occurrence)

3. under which an insured who is an architect, engineer, or surveyor assumes the liability for injury or damage arising out of the insured’s rendering of or failure to render professional services of any kind.

Lead means the element lead in any form, including its use or presence in any alloy, compound, byproduct, or other material waste. Waste includes, but is not limited to, materials to be recycled, reconditioned, or reclaimed.

Leased worker means any person leased to you by a labor leasing firm to perform duties related to the conduct of your business. However, leased worker does not include a temporary worker.

Loading or unloading means the handling of property:

1. after it is moved from the place where it is accepted for movement into or onto an aircraft, auto, or watercraft;

2. while it is in or on an aircraft, auto, or watercraft; or

3. while it is being moved from an aircraft, auto, or watercraft to the place where it is finally delivered.

Loading or unloading does not include the movement of property by means of a mechanical device, other than a hand truck, that is not attached to the aircraft, auto, or watercraft.

Medical expenses means reasonable expenses for necessary:

1. first aid administered at the time of an accident;

2. medical, surgical, x-ray, and dental services, including prosthetic devices; and

3. ambulance, hospital, professional nursing, and funeral services.

Mobile equipment means any of the following types of land vehicles, including any attached machinery or equipment:

1. bulldozers, farm machinery, forklifts, and other vehicles designed for use principally off public roads;

2. vehicles maintained for use solely on or next to premises owned by or rented to you;

3. vehicles that travel on crawler treads;

4. vehicles, whether self-propelled or not, maintained primarily to provide mobility to permanently mounted:
a. power cranes, shovels, loaders, diggers, or drills; or b. road construction or resurfacing equipment such as graders, scrapers, or rollers;

5. vehicles not described in 1, 2, 3, or 4 above that are not self-propelled and are maintained primarily to provide mobility to permanently attached equipment of the following types:
a. air compressors, pumps, and generators, including spraying, welding, building cleaning, geophysical exploration, lighting, and well-servicing equipment; or b. cherry pickers and similar devices used to raise or lower workers; and

6. vehicles not described in 1, 2, 3, or 4 above maintained primarily for purposes other than the transportation of persons or cargo. However, mobile equipment does not include self- propelled vehicles with the following types of permanently attached equipment:
a. equipment designed primarily for:
(1) snow removal;
(2) road maintenance, but not construction or resurfacing; or (3) street clearing or cleaning;
b.
cherry pickers and similar devices mounted on automobile or truck chassis and used to raise or lower workers; or
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48 General Liability Coverage Part (Occurrence)
c. air compressors, pumps, and generators, including spraying, welding, building cleaning, geophysical exploration, lighting, and well-servicing equipment.

Instead, vehicles described in a, b, or c above will be considered autos.

Occurrence means an accident arising out of your business operations, including continuous or repeated exposure to substantially the same general harmful conditions.

Officer means a person holding any of the officer positions created by an organization’s charter, constitution, by-laws, or any other similar governing documents.

Personal and advertising
injury
means injury, including consequential bodily injury, arising out of one or more of the following offenses:

1. false arrest, detention, or imprisonment;

2. malicious prosecution;

3. the wrongful eviction from, wrongful entry into, or invasion of the right of private occupancy of a room, dwelling, or premises that a person occupies, committed by or on behalf of its owner, landlord, or lessor;

4. oral or written publication, in any manner, of material that slanders or libels a person or organization or disparages a person’s or organization’s goods, products, or services; 5 oral or written publication, in any manner, of material that violates a person’s right to privacy;

6. the use of another’s advertising idea inyour advertisement; or

7. infringement of copyright, trademark, trade dress, or slogan in your advertisement.

Pollutants means any solid, liquid, gaseous, or thermal irritant or contaminant, including smoke, vapor, dust, nanoparticles, fibers, soot, ash, fumes, acids, alkalis, chemicals, and waste. Waste includes, but is not limited to, materials to be recycled, reconditioned, or reclaimed.

Products-completed
operations hazard

1. includes all bodily injury and property damage taking place away from premises owned, occupied by, loaned, or rented to you and arising out of your product or your work, except:
a. products that are still in your physical possession; or b. work that has not yet been completed or abandoned. However, your work will be deemed completed at the earliest of the following times:
(1) when all of the work called for in your contract or agreement has been completed;
(2) when all of the work to be performed at the site has been completed, if your contract or agreement calls for work at more than one site; or (3) when that part of the work completed at a site has been put to its intended use by any person or organization other than another contractor or subcontractor working on the same project.

Work that may need service, maintenance, correction, repair, or replacement, but which is otherwise complete, will be treated as completed; and

2. does not include bodily injury or property damage arising out of:
a. the transportation of property, unless the injury or damage results from a condition in or on a vehicle not owned or operated by or loaned or rented to you and that condition was created by the loading or unloading of that vehicle by you; or b. the existence of tools, uninstalled equipment, or abandoned or unused materials.

Professional services means professional services customarily provided by an architect, engineer, surveyor, physician, surgeon, dentist, or other healthcare provider, accountant, insurance agent/broker, investment advisor, securities broker/dealer, or attorney, or any other services identified as Covered Professional Services in the Declarations.

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49 General Liability Coverage Part (Occurrence)
Property damage means:

1. physical injury to tangible property, including all resulting loss of use of that property. All such loss of use will be deemed to occur at the time of the physical injury that caused it; or

2. loss of use of tangible property that is not physically injured. All such loss of use will be deemed to occur at the time of the occurrence that caused it.

Tangible property does not include any software, data, or other information in electronic form.

Retention means the amount stated as such under the General Liability Coverage Part section of the Declarations.

Temporary worker means a person who is furnished to you to substitute for a permanent employee on leave or to meet seasonal or short-term workload conditions. Temporary worker does not include leased worker.

Volunteer worker means a person who is not your employee, and who donates his or her work and acts at your direction and within the scope of duties determined by you, and is not paid a fee, salary, or other compensation by you or anyone else for their work performed for you.

You, your, or insured means the named insured and any other person or organization expressly described as an insured in Section III. Who is an insured.

Your product 1. means any:
a. goods or products, other than real property, manufactured, sold, handled, distributed, or disposed of by:
(1) you;
(2) others trading under your name; or
(3) a person or organization whose assets or business you have acquired; and b. containers (other than vehicles), materials, parts, or equipment furnished in connection with such goods or products;

2. includes:
a. representations or warranties made at any time with respect to the durability, fitness, performance, quality, or use of your product; and
b. the providing of or failure to provide instructions or warnings; and

3. does not include vending machines or other property loaned or rented to or located for the use of others but not sold.

Your work 1. means:
a. work or operations performed by you or on your behalf; and b. materials, parts, or equipment furnished in connection with such work or operations; and

2. includes:
a. representations or warranties made at any time with respect to the durability, fitness, performance, quality, or use of your work; and
b. the providing of or failure to provide instructions or warnings.

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