Placentia City Council
January 10, 2023

CITY OF PLACENTIA

PROFESSIONAL SERVICES AGREEMENT
WITH
Foster Morrison Consulting
THIS AGREEMENT is made and entered into this _ day of , 20 ("Effective Date"), by and between the CITY OF PLACENTIA, a municipal corporation ("City"), and FOSTER MORRISION CONSULTING, LTD, a Colorado limited liability company ("Consultant").

WITNESSETH:

A. WHEREAS, City proposes to utilize the services of Consultant as an independent contractor to develop a comprehensive local hazard mitigation plan, as more fully described herein; and B. WHEREAS, Consultant represents that it is "design professional" as that term is defined by California Civil Code Section 2782.8 and has that degree of specialized expertise contemplated within California Government Code Section 37103, and holds all necessary licenses to practice and perform the services herein contemplated; and
C. WHEREAS, City and Consultant desire to contract for the specific services described in Exhibit "A" (the "Project") and desire to set forth their rights, duties and liabilities in connection with the services to be performed; and
D. WHEREAS, no official or employee of City has a financial interest, within the provisions of Sections 1090-1092 of the California Government Code, in the subject matter of this Agreement; and NOW, THEREFORE, for and in consideration of the mutual covenants and conditions contained herein, the parties hereby agree as follows:

1.0. SERVICES PROVIDED BY CONSULTANT

1.1. Scope of Services. Consultant shall provide the professional services described in the Consultant's Proposal ("Proposal"), attached hereto as Exhibit "A" and incorporated herein by this reference, including but not limited to, preparing all planning documents free from defects.

1.2. Professional Practices. All professional services to be provided by Consultant pursuant to this Agreement shall be provided by personnel experienced in their respective fields and in a manner consistent with the standards of care, diligence and skill ordinarily exercised by professional consultants in similar fields and circumstances in accordance with sound professional practices. Consultant also warrants that it is familiar with all laws that may affect its performance of this Agreement and shall advise City of any changes in any laws that may affect Consultant's performance of this Agreement. Consultant shall keep itself informed of State and Federal laws and regulations which in any manner affect those employed by it or in any way affect the performance of its service pursuant to this Agreement. The Consultant shall at all times observe and comply with all such laws and regulations. Officers and employees shall not be liable at law or in equity occasioned by failure of the Consultant to comply with this section. Consultant also warrants that it has ownership of all intellectual property being provided under this Agreement.

1.3. Performance to Satisfaction of City. Consultant agrees to perform all the work to the complete satisfaction of the City and within the hereinafter specified. Evaluations of the work will be done

by the City Administrator or his or her designee. If the quality of work is not satisfactory, City in its discretion has the right to:
(a) Meet with Consultant to review the quality of the work and resolve the matters of concern;
(b) Require Consultant to repeat the work at no additional fee until it is satisfactory; and/or
(c) Terminate the Agreement as hereinafter set forth.

1.4. Warranty. Consultant warrants that it shall perform the services required by this Agreement in compliance with all applicable Federal and California employment laws, including, but not limited to, those laws related to minimum hours and wages; occupational health and safety; fair employment and employment practices; workers' compensation insurance and safety in employment; and all other Federal, State and local laws and ordinances applicable to the services required under this Agreement. Consultant shall indemnify and hold harmless City from and against all claims, demands, payments, suits, actions, proceedings, and judgments of every nature and description including attorneys' fees and costs, presented, brought, or recovered against City for, or on account of any liability under any of the above-mentioned laws, which may be incurred by reason of Consultant's performance under this Agreement.

1.5. Non-discrimination. In performing this Agreement, Consultant shall not engage in, nor permit its agents to engage in, discrimination in employment of persons because of their race, religion, color, national origin, ancestry, age, physical handicap, medical condition, marital status, sexual gender or sexual orientation, except as permitted pursuant to Section 12940 of the Government Code. Such actions shall include, but not be limited to the following: employment, upgrading, demotion or transfer, recruitment or recruitment advertising, layoff or termination, rates of pay or other forms of compensation and selection for training, including apprenticeship. Consultant agrees to post in conspicuous places, available to employees and applicants for employment, a notice setting forth provisions of this non- discrimination clause.

Consultant shall, in all solicitations and advertisements for employees placed by, or on behalf of Consultant shall state that all qualified applicants will receive consideration for employment without regard to age, race, color, religion, sex, marital status, national origin, or mental or physical disability. Consultant shall cause the paragraphs contained in this Section to be inserted in all subcontracts for any work covered by the Agreement, provided that the foregoing provisions shall not apply to subcontracts for standard commercial supplies or raw materials.

1.6. Non -Exclusive Agreement. Consultant acknowledges that City may enter into agreements with other consultants for services similar to the services that are subject to this Agreement or may have its own employees perform services similar to those services contemplated by this Agreement.

1.7. Delegation and Assignment. This is a personal service contract, and the duties set forth herein shall not be delegated or assigned to any person or entity without the prior written consent of City.

Consultant may engage a subcontractor(s) as permitted by law and may employ other personnel to perform services contemplated by this Agreement at Consultant's sole cost and expense. All insurance requirements contained in this Agreement are independently applicable to any and all subcontractors that Consultant may engage during the term of this Agreement.

1.8. Confidentiality. Employees of Consultant in the course of their duties may have access to financial, accounting, statistical, and personnel data of private individuals and employees of City.

Consultant covenants that all data, documents, discussion, or other information developed or received by Consultant or provided for performance of this Agreement are deemed confidential and shall not be disclosed by Consultant without written authorization by City. City shall grant such authorization if

disclosure is required by law. All City data shall be returned to City upon the termination of this Agreement. Consultant's covenant under this Section shall survive the termination of this Agreement.

2.0. COMPENSATION AND BILLING

2.1. Compensation. Consultant shall be paid in accordance with the fee schedule set forth in Exhibit "A". Consultant's total compensation shall not exceed seventy-one thousand and six hundred forty-five Dollars ($ 71,645.00).

2.2. Additional Services. Consultant shall not receive compensation for any services provided outside the scope of services specified in the Consultant's Proposal or which is inconsistent with or in violation of the provisions of this Agreement unless the City or the Project Manager for this Project, prior to Consultant performing the additional services, approves such additional services in writing. It is specifically understood that oral requests and/or approvals of such additional services or additional compensation shall be barred and are unenforceable. Should the City request in writing additional services that increase the hereinabove described "SCOPE OF SERVICES", an additional fee based upon the Consultant's standard hourly rates shall be paid to the Consultant for such additional services. Such increase in additional fees shall be limited to 25% of the total contract sum or $25,000 whichever is more.

The City Engineer is authorized to approve a Change Order for such additional services.

2.3. Method of Billing. Consultant may submit invoices to the City for approval on a progress basis, but no more often than two times a month. Said invoice shall be based on the total of all Consultant's services which have been completed to City's sole satisfaction. City shall pay Consultant's invoice within forty-five (45) days from the date City receives said invoice. Each invoice shall describe in detail, the services performed, the date of performance, and the associated time for completion. Any additional services approved and performed pursuant to this Agreement shall be designated as "Additional Services" and shall identify the number of the authorized change order, where applicable, on all invoices.

2.4. Records and Audits. Records of Consultant's services relating to this Agreement shall be maintained in accordance with generally recognized accounting principles and shall be made available to City or its Project Manager for inspection and/or audit at mutually convenient times for a period of three (3) years from the Effective Date.

3.0. TIME OF PERFORMANCE

3.1. Commencement and Completion of Work. The professional services to be performed pursuant to this Agreement shall commence within five (5) days from the Effective Date of this Agreement.

Said services shall be performed in strict compliance with the Project Schedule approved by City as set forth in Exhibit "A".

3.2. Excusable Delays. Neither party shall be responsible for delays or lack of performance resulting from acts beyond the reasonable control of the party or parties. Such acts shall include, but not be limited to, acts of God, fire, strikes, material shortages, compliance with laws or regulations, riots, acts of war, or any other conditions beyond the reasonable control of a party. If a delay beyond the control of the Consultant is encountered, a time extension may be mutually agreed upon in writing by the City and the Consultant. The Consultant shall present documentation satisfactory to the City to substantiate any request for a time extension.

4.0. TERM AND TERMINATION

4.1. Term. This Agreement shall commence on the Effective Date and continue for a period of eighteen months, ending on June 30, 2024, unless previously terminated as provided herein or as otherwise agreed to in writing by the parties.

4.2. Notice of Termination. The City reserves and has the right and privilege of canceling, suspending or abandoning the execution of all or any part of the work contemplated by this Agreement, with or without cause, at any time, by providing at least fifteen (15) days prior written notice to Consultant.

The termination of this Agreement shall be deemed effective upon receipt of the notice of termination. In the event of such termination, Consultant shall immediately stop rendering services under this Agreement unless directed otherwise by the City. If the City suspends, terminates or abandons a portion of this Agreement such suspension, termination or abandonment shall not make void or invalidate the remainder of this Agreement.

If the Consultant defaults in the performance of any of the terms or conditions of this Agreement, it shall have ten (10) days after service upon it of written notice of such default in which to cure the default by rendering a satisfactory performance. In the event that the Consultant fails to cure its default within such period of time, the City shall have the right, notwithstanding any other provision of this Agreement, to terminate this Agreement without further notice and without prejudice to any other remedy to which it may be entitled at law, in equity or under this Agreement.

The City shall have the right, notwithstanding any other provisions of this Agreement, to terminate this Agreement, at its option and without prejudice to any other remedy to which it may be entitled at law, in equity or under this Agreement, immediately upon service of written notice of termination on the Consultant, if the latter should:
a. Be adjudged a bankrupt;
b. Become insolvent or have a receiver of its assets or property appointed because of insolvency;
c. Make a general assignment for the benefit of creditors; d. Default in the performance of any obligation or payment of any indebtedness under this Agreement;
e. Suffer any judgment against it to remain unsatisfied or unbonded of record for thirty (30) days or longer; or
f. Institute or suffer to be instituted any procedures for reorganization or rearrangement of its affairs.

4.3. Compensation. In the event of termination, City shall pay Consultant for reasonable costs incurred and professional services satisfactorily performed up to and including the date of City's written notice of termination within thirty-five (35) days after service of the notice of termination. Compensation for work in progress shall be prorated based on the percentage of work completed as of the effective date of termination in accordance with the fees set forth herein. In ascertaining the professional services actually rendered hereunder up to the effective date of termination of this Agreement, consideration shall be given to both completed work and work in progress, to complete and incomplete drawings, and to other documents pertaining to the services contemplated herein whether delivered to the City or in the possession of the Consultant. City shall not be liable for any claim of lost profits.

4.4. Documents. In the event of termination of this Agreement, all documents prepared by Consultant in its performance of this Agreement including, but not limited to, finished or unfinished design, development and construction documents, data studies, drawings, maps and reports, shall be delivered to the City within ten (10) days of delivery of termination notice to Consultant, at no cost to City. Any use of uncompleted documents without specific written authorization from Consultant shall be at City's sole risk and without liability or legal expense to Consultant.

5.0. INSURANCE

5.1. Minimum Scope and Limits of Insurance. Consultant shall obtain, maintain, and keep in full force and effect during the life of this Agreement all the following minimum scope of insurance coverages with an insurance company admitted to do business in California, rated "A," Class X, or better in the most recent Best's Key Insurance Rating Guide, and approved by City:
(a) Broad -form commercial general liability, in a form at least as broad as ISO from #CG 00 01 04 13, including premises -operations, products/completed operations, broad form property damage, blanket contractual liability, independent contractors, personal injury or bodily injury with a policy limit of not less than One Million Dollars ($1,000,000.00), combined single limits, per occurrence. If such insurance contains a general aggregate limit, it shall apply separately to this Agreement or shall be twice the required occurrence limit. If Consultant maintains higher limits that the specified minimum limits, City requires and shall be entitled to coverage for the high limits maintained by the Consultant. (b) Business automobile liability for owned vehicles, hired, and non -owned vehicles, with a policy limit of not less than One Million Dollars ($1,000,000.00), combined single limits, each incident for bodily injury and property damage. (c) Workers' compensation insurance as required by the State of California and Employers Liability Insurance with a minimum limit of $1,000,000 per accident for any employee or employees of Consultant. Consultant agrees to waive, and to obtain endorsements from its workers' compensation insurer waiving subrogation rights under its workers' compensation insurance policy against the City, its officers, agents, employees, and volunteers for losses arising from work performed by Consultant for the City and to require each of its subcontractors, if any, to do likewise under their workers' compensation insurance policies.

Before execution of this Agreement by the City, the Consultant shall file with the Public Works Director/City Engineer the following signed certification:

I am aware of, and will comply with, Section 3700 of the Labor Code, requiring every employer to be insured against liability of Workers' Compensation or to undertake self-insurance before commencing any of the work.

The Consultant shall also comply with Section 3800 of the Labor Code by securing, paying for and maintaining in full force and effect for the duration of this Agreement, complete Workers' Compensation Insurance, and shall furnish a Certificate of Insurance to the Public Works Director/City Engineer before execution of this Agreement by the City. The City, its officers and employees shall not be responsible for any claims in law or equity occasioned by failure of the consultant to comply with this section.
(d) Professional errors and omissions ("E&O") liability insurance with policy limits of not less than One Million Dollars ($1,000,000.00), combined single limits, per occurrence and aggregate. Architects' and engineers' coverage shall be endorsed to include contractual liability. If the policy is written as a "claims made" policy, the retro date shall be prior to the start of the contract work. Consultant shall obtain and maintain, said E&O liability insurance during the life of this Agreement and for three years after completion of the work hereunder.

Neither the CITY nor any of its elected or appointed officials, officers, agents, employees, or volunteers makes any representation that the types of insurance and the limits specified to be carried by Consultant under this Agreement are adequate to protect Consultant. If Consultant believes that any

such insurance coverage is insufficient, Consultant shall provide, at its own expense, such additional insurance as Consultant deems adequate.

5.2. Endorsements. The commercial general liability insurance policy and business automobile liability policy shall contain or be endorsed to contain the following provisions as worded below.
(a) Additional insureds: "The City of Placentia and its elected and appointed boards, officers, officials, agents, employees, and volunteers are additional insureds with respect to: liability arising out of activities performed by or on behalf of the Consultant pursuant to its contract with the City; products and completed operations of the Consultant; premises owned, occupied or used by the Consultant; automobiles owned, leased, hired, or borrowed by the Consultant." (b) Notice: "Consultant shall provide immediate written notice if (1) any of the required insurance policies is terminated; (2) the limits of any of the required polices are reduced; (3) or the deductible or self-insured retention is increased.

In the event of any cancellation or reduction in coverage or limits of any insurance, Consultant shall forthwith obtain and submit proof of substitute insurance. Should Consultant fail to immediately procure other insurance, as specified, to substitute for any canceled policy, the City may procure such insurance at Consultant's sole cost and expense."
(c) Other insurance: "The Consultant's insurance coverage shall be primary insurance as respects the City of Placentia, its officers, officials, agents, employees, and volunteers. Any other insurance maintained by the City of Placentia shall be excess and not contributing with the insurance provided by this policy."
(d) Any failure to comply with the reporting provisions of the policies shall not affect coverage provided to the City of Placentia, its officers, officials, agents, employees, and volunteers.
(e) The Consultant's insurance shall apply separately to each insured against whom claim is made or suit is brought, except with respect to the limits of the insurer's liability.

5.3. Deductible or Self -Insured Retention. If any of such policies provide for a deductible or self-insured retention to provide such coverage, the amount of such deductible or self-insured retention shall be approved in advance by City. No policy of insurance issued as to which the City is an additional insured shall contain a provision which requires that no insured except the named insured can satisfy any such deductible or self-insured retention.

5.4. Certificates of Insurance. Consultant shall provide to City certificates of insurance showing the insurance coverages and required endorsements described above, in a form and content approved by City, prior to performing any services under this Agreement. The certificates of insurance and endorsements shall be attached hereto as Exhibit "B" and incorporated herein by this reference.

5.5. Non -limiting. Nothing in this Section shall be construed as limiting in any way, the indemnification provision contained in this Agreement, or the extent to which Consultant may be held responsible for payments of damages to persons or property.

6.0. GENERAL PROVISIONS

6.1. Entire Agreement. This Agreement constitutes the entire agreement between the parties

with respect to any matter referenced herein and supersedes any and all other prior writings and oral negotiations. This Agreement may be modified only in writing and signed by the parties in interest at the time of such modification. The terms of this Agreement shall prevail over any inconsistent provision in any other contract document appurtenant hereto, including exhibits to this Agreement.

6.2. Representatives. The City Administrator or his or her designee shall be the representative of City for purposes of this Agreement and may issue all consents, approvals, directives and agreements on behalf of the City, called for by this Agreement, except as otherwise expressly provided in this Agreement.

Consultant shall designate a representative for purposes of this Agreement who shall be authorized to issue all consents, approvals, directives and agreements on behalf of Consultant called for by this Agreement, except as otherwise expressly provided in this Agreement.

6.3. Proiect Managers. City shall designate a Project Manager to work directly with Consultant in the performance of this Agreement. It shall be the Consultant's responsibility to assure that the Project Manager is kept informed of the progress of the performance of the services and the Consultant shall refer any decision, which must be made by City, to the Project Manager. Unless otherwise specified herein, any approval of City required hereunder shall mean the approval of the Project Manager.

Consultant shall designate a Project Manager who shall represent it and be its agent in all consultations with City during the term of this Agreement and who shall not be changed by Consultant without the express written approval by the City. Consultant or its Project Manager shall attend and assist in all coordination meetings called by City.

6.4. Notices. Any notices, documents, correspondence or other communications concerning this Agreement, or the work hereunder may be provided by personal delivery, facsimile or if mailed, shall be addressed as set forth below and placed in a sealed envelope, postage prepaid, and deposited in the United States Postal Service. Such communication shall be deemed served or delivered: a) at the time of delivery if such communication is sent by personal delivery; b) at the time of transmission if such communication is sent by facsimile; and c) 72 hours after deposit in the U.S. Mail as reflected by the official U.S. postmark if such communication is sent through regular United States mail.

IF TO CONSULTANT:

Foster Morrison Consulting
6095 Zang Way
Arvada, CO 80004
Tel: (303) 717-7171
Fax: (720) 893-0863
Attn: Jeanine Foster, JD
IF TO CITY:

City of Placentia
401 E. Chapman
Placentia, CA 92870
Tel: (714) 993-8171
Fax: (714) 961-0283
Attn: Patrick Powers

6.5. Attorneys' Fees. In the event that litigation is brought by any party in connection with this Agreement, the prevailing party shall be entitled to recover from the opposing party all costs and expenses, including reasonable attorneys' fees, incurred by the prevailing party in the exercise of any of its rights or remedies hereunder or the enforcement of any of the terms, conditions, or provisions hereof.

6.6. Governing Law. This Agreement shall be governed by and construed under the laws of the State of California without giving effect to that body of laws pertaining to conflict of laws. In the event of any legal action to enforce or interpret this Agreement, the parties hereto agree that the sole and exclusive venue shall be a court of competent jurisdiction located in Orange County, California.

Consultant agrees to submit to the personal jurisdiction of such court in the event of such action.

6.7. Assignment. Consultant shall not voluntarily or by operation of law assign, transfer, sublet

or encumber all or any part of Consultant's interest in this Agreement without City's prior written consent.

Any attempted assignment, transfer, subletting or encumbrance shall be void and shall constitute a breach of this Agreement and cause for termination of this Agreement. Regardless of City's consent, no subletting or assignment shall release Consultant of Consultant's obligation to perform all other obligations to be performed by Consultant hereunder for the term of this Agreement.

6.8. Indemnification and Hold Harmless. Consultant agrees to defend, indemnify, hold free and harmless the City, its elected and appointed officials, officers, agents and employees, at Consultant's sole expense, from and against any and all claims, demands, actions, suits or other legal proceedings arising out of, pertaining to, or relating to the negligence, recklessness, or willful misconduct of Consultant brought against the City, its elected and appointed officials, officers, agents and employees arising out of the performance of the Consultant, its employees, and/or authorized subcontractors, of the work undertaken pursuant to this Agreement. The defense obligation provided for hereunder shall apply without any advance showing of negligence, recklessness, or willful misconduct by the Consultant, its employees, and/or authorized subcontractors, but shall be required whenever any claim, action, complaint, or suit asserts as its basis the negligence, recklessness, or willful misconduct of the Consultant, its employees, and/or authorized subcontractors, and/or—whenever any claim, action, complaint or suit asserts liability against the City, its elected and appointed officials, officers, agents and employees based upon the negligence, recklessness, or willful misconduct of the Consultant, its employees, and/or authorized subcontractors under this Agreement, whether or not the Consultant, its employees, and/or authorized subcontractors are specifically named or otherwise asserted to be liable.

Notwithstanding the foregoing, the Consultant shall not be liable for the defense or indemnification of the City for claims, actions, complaints or suits arising out of the sole active negligence or willful misconduct of the City. This provision shall supersede and replace all other indemnity provisions contained either in the City's specifications or Consultant's Proposal, which shall be of no force and effect.

6.9. Independent Contractor. Consultant is and shall be acting at all times as an independent contractor and not as an employee of City. Consultant shall have no power to incur any debt, obligation, or liability on behalf of City or otherwise act on behalf of City as an agent. Neither City nor any of its agents shall have control over the conduct of Consultant or any of Consultant's employees, except as set forth in this Agreement. Consultant shall not, at any time, or in any manner, represent that it or any of its or employees are in any manner agents or employees of City. Consultant shall secure, at its sole expense, and be responsible for any and all payment of Income Tax, Social Security, State Disability Insurance Compensation, Unemployment Compensation, and other payroll deductions for Consultant and its officers, agents, and employees, and all business licenses, if any are required, in connection with the services to be performed hereunder. Consultant shall indemnify and hold City harmless from any and all taxes, assessments, penalties, and interest asserted against City by reason of the independent contractor relationship created by this Agreement. Consultant further agrees to indemnify and hold City harmless from any failure of Consultant to comply with the applicable worker's compensation laws. City shall have the right to offset against the amount of any fees due to Consultant under this Agreement any amount due to City from Consultant as a result of Consultant's failure to promptly pay to City any reimbursement or indemnification arising under this paragraph.

6.10. PERS Eligibility Indemnification. In the event that Consultant or any employee, agent, or subcontractor of Consultant providing services under this Agreement claims or is determined by a court of competent jurisdiction or the California Public Employees Retirement System (PERS) to be eligible for enrollment in PERS as an employee of the City, Consultant shall indemnify, defend, and hold harmless City for the payment of any employee and/or employer contributions for PERS benefits on behalf of Consultant or its employees, agents, or subcontractors, as well as for the payment of any penalties and interest on such contributions, which would otherwise be the responsibility of City.

Notwithstanding any other agency, state or federal policy, rule, regulation, law or ordinance to the contrary, Consultant and any of its employees, agents, and subcontractors providing service under this Agreement shall not qualify for or become entitled to, and hereby agree to waive any claims to, any compensation, benefit, or any incident of employment by City, including but not limited to eligibility to

enroll in PERS as an employee of City and entitlement to any contribution to be paid by City for employer contribution and/or employee contributions for PERS benefits.

6.11. Cooperation. In the event any claim or action is brought against City relating to Consultant's performance or services rendered under this Agreement, Consultant shall render any reasonable assistance and cooperation which City might require.

6.12. Ownership of Documents. All findings, reports, documents, information and data including, but not limited to, computer tapes or discs, preliminary notes, working documents, files and tapes furnished or prepared by Consultant or any of its subcontractors in the course of performance of this Agreement, shall be and remain the sole property of City. Consultant agrees that any such documents or information shall not be made available to any individual or organization without the prior consent of City but shall be made available to the City within ten (10) days of request or within ten (10) days of termination. Any use of such documents for other projects not contemplated by this Agreement, and any use of incomplete documents, shall be at the sole risk of City and without liability or legal exposure to Consultant. City shall indemnify and hold harmless Consultant from all claims, damages, losses, and expenses, including attorneys' fees, arising out of or resulting from City's use of such documents for other projects not contemplated by this Agreement or use of incomplete documents furnished by Consultant. Consultant shall deliver to City any findings, reports, documents, information, data, preliminary notes and working documents, in any form, including but not limited to, computer tapes, discs, files audio tapes or any other Project related items as requested by City or its authorized representative, at no additional cost to the City. Consultant or Consultant's agents shall execute such documents as may be necessary from time to time to confirm City's ownership of the copyright in such documents.

6.13. Public Records Act Disclosure. Consultant has been advised and is aware that this Agreement and all reports, documents, information and data, including, but not limited to, computer tapes, discs or files furnished or prepared by Consultant, or any of its subcontractors, pursuant to this Agreement and provided to City may be subject to public disclosure as required by the California Public Records Act (California Government Code Section 6250 et seq.). Exceptions to public disclosure may be those documents or information that qualify as trade secrets, as that term is defined in the California Government Code Section 6254.7, and of which Consultant informs City of such trade secret. The City will endeavor to maintain as confidential all information obtained by it that is designated as a trade secret.

The City shall not, in any way, be liable or responsible for the disclosure of any trade secret including, without limitation, those records so marked if disclosure is deemed to be required by law or by order of the Court.

6.14. Conflict of Interest. Consultant and its officers, employees, associates and subconsultants, if any, will comply with all conflict of interest statutes of the State of California applicable to Consultant's services under this agreement, including, but not limited to, the Political Reform Act (Government Code Sections 81000, et seq.) and Government Code Section 1090. During the term of this Agreement, Consultant and its officers, employees, associates and subconsultants shall not, without the prior written approval of the City Representative, perform work for another person or entity for whom Consultant is not currently performing work that would require Consultant or one of its officers, employees, associates or subconsultants to abstain from a decision under this Agreement pursuant to a conflict of interest statute.

6.15. Responsibility for Errors. Consultant shall be responsible for its work and results under this Agreement. Consultant, when requested, shall furnish clarification and/or explanation as may be required by the City's representative, regarding any services rendered under this Agreement at no additional cost to City. In the event that an error or omission attributable to Consultant occurs, then Consultant shall, at no cost to City, provide all necessary design drawings, estimates and other Consultant professional services necessary to rectify and correct the matter to the sole satisfaction of City and to participate in any meeting required with regard to the correction.

6.16. Prohibited Employment. Consultant will not employ any regular employee of City while this Agreement is in effect.

6.17. Order of Precedence. In the event of an inconsistency in this Agreement and any of the attached Exhibits, the terms set forth in this Agreement shall prevail. If, and to the extent this Agreement incorporates by reference any provision of any document, such provision shall be deemed a part of this Agreement. Nevertheless, if there is any conflict among the terms and conditions of this Agreement and those of any such provision or provisions so incorporated by reference, the conflict shall be resolved by giving precedence in the following order, if applicable: This Agreement, the City's Request for Proposals, the Consultant's Proposal.

6.18. Costs. Each party shall bear its own costs and fees incurred in the preparation and negotiation of this Agreement and in the performance of its obligations hereunder except as expressly provided herein.

6.19. No Third Party Beneficiary Rights. This Agreement is entered into for the sole benefit of City and Consultant and no other parties are intended to be direct or incidental beneficiaries of this Agreement and no third party shall have any right in, under or to this Agreement.

6.20. Headings. Paragraphs and subparagraph headings contained in this Agreement are included solely for convenience and are not intended to modify, explain or to be a full or accurate description of the content thereof and shall not in any way affect the meaning or interpretation of this Agreement.

6.21. Construction. The parties have participated jointly in the negotiation and drafting of this Agreement. In the event an ambiguity or question of intent or interpretation arises with respect to this Agreement, this Agreement shall be construed as if drafted jointly by the parties and in accordance with its fair meaning. There shall be no presumption or burden of proof favoring or disfavoring any party by virtue of the authorship of any of the provisions of this Agreement.

6.22. Amendments. Only a writing executed by the parties hereto or their respective successors and assigns may amend this Agreement.

6.23. Waiver. The delay or failure of either party at any time to require performance or compliance by the other of any of its obligations or agreements shall in no way be deemed a waiver of those rights to require such performance or compliance. No waiver of any provision of this Agreement shall be effective unless in writing and signed by a duly authorized representative of the party against whom enforcement of a waiver is sought. The waiver of any right or remedy in respect to any occurrence or event shall not be deemed a waiver of any right or remedy in respect to any other occurrence or event, nor shall any waiver constitute a continuing waiver.

6.24. Severability. If any provision of this Agreement is determined by a court of competent jurisdiction to be unenforceable in any circumstance, such determination shall not affect the validity or enforceability of the remaining terms and provisions hereof or of the offending provision in any other circumstance. Notwithstanding the foregoing, if the value of this Agreement, based upon the substantial benefit of the bargain for any party, is materially impaired, which determination made by the presiding court or arbitrator of competent jurisdiction shall be binding, then both parties agree to substitute such provision(s) through good faith negotiations.

6.25. Counterparts. This Agreement may be executed in one or more counterparts, each of which shall be deemed an original. All counterparts shall be construed together and shall constitute one agreement.

6.26. Corporate Authority. The persons executing this Agreement on behalf of the parties hereto warrant that they are duly authorized to execute this Agreement on behalf of said parties and that by

doing so the parties hereto are formally bound to the provisions of this Agreement.

IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed by and through their respective authorized officers, as of the date first above written.

CITY OF PLACENTIA,
A municipal corporation
City Administrator
ATTEST:

City Clerk and ex -officio Clerk
of the City of Placentia

CONSULTANT
Signature
Name and Title
Social Security or Taxpayer ID Number
APPROVED AS TO FORM:

Christian L. Bettenhausen, City Attorney
APPROVED AS TO INSURANCE:

Rosanna Ramirez, Risk Management
Date:

Date:

Date:

Date:

APPROVED AS TO CONTENT:

Date:

Patrick Powers, Project Manager

DEPARTMENTAL APPROVAL
Date:

Rosanna Ramirez, Deputy City Administrator

EXHIBIT A

CONSULTANT'S PROPOSAL AND SCOPE OF WORK

EXHIBIT B

CERTIFICATES OF INSURANCE AND ENDORSEMENTS

Proposal for City of Placentia
Local Hazard Mitigation Plan
Technical Proposal — July 28, 2022
Prepared for:

City of Placentia
401 East Chapman Avenue
Placentia, CA 92870
Prepared by:

Foster Morrison Consulting
10298 Boulder Ridge Dr
Peyton, CO 80831

FOSTER MORRISON

CONSULTING
In Coordination With:

Howell Consulting
14968 Retreats Trail Ct.

Rancho Murieta, CA 95693
17,3 HOWELL
rffiCONSULTING

FOSTER MORRISON

CONSULTING

1. Cover Letter
July 28, 2022
Patrick Powers, Emergency and Health Services Manager
City of Placentia
401 East Chapman Avenue
Placentia, California 92870
Re: Proposal for City of Placentia Local Hazard Mitigation Plan Project Dear Mr. Powers:

Foster Morrison Consulting, Ltd. (Foster Morrison), in conjunction with Howell Consulting, is pleased to submit this statement of qualifications, scope of work, schedule, and cost proposal for the City of Placentia (City) Local Hazard Mitigation Plan (LHMP) Project. The Foster Morrison Team brings a unique understanding of the mitigation planning needs of the City of Placentia. Foster Morrison staff have been developing LHMPs and LHMP Updates for California communities over the last 19 years including the City of Garden Grove, City of Piedmont, City of Azusa, the Los Angeles Unified School District, Sacramento County, Placer County, Butte County, Amador County, Plumas County, Yuba County, Modoc County, and Nevada County. In fact, Foster Morrison staff have completed two planning cycles for numerous California communities, three planning cycles for two California counties (Sutter and Amador), and four planning cycles for two California counties (Placer and Sacramento) — all of these completed plans are Federal Emergency Management Agency (FEMA) approved. In 2019 alone, Foster Morrison had six California LHMPs approved by California Office of Emergency Services (Cal OES) and FEMA, including an expedited Butte County LHMP Update completed in the midst of the Camp Fire recovery efforts, which was approved by Cal OES and FEMA over a 2 -day period from submittal to Approvable Pending Adoption (APA). In 2020, Foster Morrison had three more California FEMA approved LHMPs, and in 2021, had four LHMP Updates approved by FEMA — with all four being large, multi - jurisdictional LHMPs. Our proposed Project Manager, Lead Planner, and GIS Specialist proposed for this project have worked together as a team doing mitigation plans for all of the aforementioned communities. Foster Morrison also has experience meeting accelerated planning schedules, requiring close coordination with Cal OES and FEMA staff to obtain an expedited review and approval of these LHMPs. Most all of Foster Morrison LHMPs and LHMP Updates go through the Cal OES and FEMA review process from submittal to APA in less than 3 months, with many of these approvals taking much less time.

Our staff's expertise and working relationships with Cal OES and FEMA Region IX also assist our clients with navigating all aspects of FEMA programs from disaster preparedness to mitigation and grant applications and BCAs to post -disaster response and recovery. This long-term relationship combined with our proven expertise preparing high quality plans also ensures the speedy review and approval of all our LHMPs. As well, Foster Morrison plans meet the requirements of SB 379 for the integration of climate change issues and adaptation strategies into LHMPs, presently a priority issue for mitigation planning
Our Firm's address and phone number and proposed project manager and primary contact for the project is:

Jeanine Foster, JD
Principal/Sr. Project Manager
Foster Morrison Consulting, Ltd.

Jeanine.foster@fostermorrison. com
Phone: (303) 717-7171
Fax: (720) 893-0863
Proposal for City of Placentia
Local Hazard Mitigation Plan
July 2022

10298 Boulder Ridge Drive
Peyton, Colorado 80831
Jeanine Foster, as Principal of the firm and signatory to this submittal, has authority to bind the firm in an agreement with the City of Placentia should we be awarded this contract. We have reviewed the project requirements, contract terms, and other terms and conditions specified in this RFP and agree to adhere to all requirements and terms in full. No Addenda to this RFP were issued as of July 25, 2022. This proposal remains valid for one hundred (120) days.

We are committed to providing the City of Placentia with a 2023 LHMP that is approved by Cal OES and FEMA and contains a comprehensive mitigation strategy focused on risk reduction measures designed to reduce hazard losses and make the City more disaster resistant.

If you have any questions, please feel free to contact me at your convenience. We look forward to working with the City on this project.

Sincerely,
Jeanine Foster, JD
Principal/Senior Project Manager
Foster Morrison Consulting, Ltd.

Proposal for City of Placentia
Local Hazard Mitigation Plan
July 2022
ii

FOSTER MORRISON

CONSULTING

Table of Contents

1. Cover Letter i

2. Executive Summary 1
Foster Morrison Consulting, Ltd 1
Sub -consultant: Howell Consulting, Inc. 4

3. Project Team Organization 5

4. Relevant Project Experience and References 8
Similar and Recent LHMP Project Experience 8
Why Select the Foster Morrison Team 13

5. Project Understanding and Approach 14
Project Understanding 14
Project Approach 16
Project Management and Administration 17

6. LHMP Scope of Work 18

7. LHMP Project Schedule 25

8. Required Proposal Statements 27
Proposal for City of Placentia
Local Hazard Mitigation Plan
July 2022
iii

FOSTER MORRISON

CONSULTING

2. Executive Summary
This section provides an overview of the experience and qualifications of the proposed Foster Morrison Team comprised of Foster Morrison Consulting Ltd, (Prime Consultant) and Howell Consulting (Sub Consultant). Foster Morrison and Howell Consulting have teamed to provide the City of Placentia (City) with the expertise, experience, and customer service necessary to successfully execute the proposed scope of work for a Local Hazard Mitigation Plan (LHMP).

Foster Morrison Consulting, Ltd.

Foster Morrison Consulting, Ltd. (Foster Morrison) is an emergency management consulting firm with staff expertise and experience encompassing all aspects of FEMA programs - from disaster preparedness to mitigation and grant applications to post -disaster response and recovery. Specializing in Hazard Mitigation Planning, Foster Morrison develops Hazard Mitigation Plans and Plan Updates that meet the requirements of the Disaster Mitigation Act (DMA) of 2000 as well as the planning requirements of the Flood Mitigation Assistance (FMA) program and the National Flood Insurance Program's (NFIP) Community Rating System (CRS). Our focus is developing FEMA -approved, customized mitigation plans for communities that enable participating jurisdictions to be eligible for FEMA mitigation funds, and include comprehensive mitigation strategies designed to reduce hazard -related losses, enhance community capabilities, and make a community better able to respond and recover when disasters occur.

Foster Morrison is registered and licensed to do business in the State of California and is also registered and in good standing with the Federal Procurement System for Award Management (SAM). While formed in 2014, Foster Morrison staff have over 19 years developing hazard mitigation plans for California communities. Foster Morrison is one of the premier hazard mitigation planning consultants in California.

Hazard Mitigation Qualifications
Hazard mitigation and mitigation planning is a primary focus area of Foster Morrison. Foster Morrison staff experience and expertise in hazard mitigation planning dates back to 2003 shortly after the Disaster DMA of 2000 (Public Law 106- 390) amended the Robert T. Stafford Disaster Relief and Emergency Assistance Act by repealing the previous mitigation planning provisions and replacing them with a new set of requirements that emphasize the need for state, local, and tribal entities to closely coordinate mitigation planning and implementation efforts. DMA 2000 established a requirement for local governments to have a FEMA -approved, DMA -compliant LHMP in place by November 2004 in order to maintain eligibility for certain pre- and post- disaster grant funding.

Foster Morrison's hazard mitigation planning experience includes developing Local Hazard Mitigation Plans (LHMPs) to address multiple related program requirements including DMA, the NFIP's CRS program, the Flood Mitigation Assistance (FMA) program, and California initiatives such as Assembly Bill (AB) 2140, Incorporation of LHMP into Safety Elements of General Plans and Senate Bill (SB) 379, Climate Change Integration. Addressing multiple program requirements provides our clients with a variety of grant program options for funding and implementation of their mitigation projects and helps establish compliance with these other program mandates.

In addition to developing mitigation plans for numerous local jurisdictions, including those in California, Foster Morrison staff have significant experience working with clients in all aspects of mitigation. This includes: identifying and developing mitigation projects based on community risks and vulnerability; developing grant applications and securing funding for identified projects; conducting Benefit -Cost Analyses (BCAs) and BCA workshops to support competitive grant applications; supporting Environmental and Historic Preservation (EHP) project clearances; and providing project management and grant administration services for project implementation.

EMERGENCY

MANAGEMENT
Proposal for City of Placentia
Local Hazard Mitigation Plan
July 2022
1 FOSTER MORRISON

CONSULTING

Hazard Mitigation Planning
Foster Morrison's experience and qualifications for providing the City of Placentia with a FEMA -approved, DMA - compliant 2023 LHMP is unequalled. Foster Morrison's proposed Project Manager and lead planner for this hazard mitigation planning project have been working with California communities developing their hazard mitigation plans and plan updates since 2003. These DMA planning efforts have included one and two DMA planning cycles for numerous California communities, three DMA planning cycles for two northern California counties (Sutter and Amador), and four planning cycles for two northern California counties (Placer and Sacramento) — all providing FEMA -approved plans and coverage for 100's of participating jurisdictions. Whether a single or multi jurisdictional effort or a rural or urban environment, each of these plans were highly customized to meet the individual needs of each participating jurisdiction while ensuring Cal OES and FEMA approval
Table 1 illustrates Foster Morrison Staff qualifications and experience developing LHMPs. All of these planning efforts require our planning team to analyze and present information in an organized format, that is thoroughly documented; easy to read and review; and meets the prescribed requirements of DMA 2000 for LHMPs and LHMP Updates. Also as required by FEMA for LHMP development, all of our planning processes included a multi -faceted stakeholder and public input process designed to meet DMA requirements and facilitate plan review and input into the plan development process and prior to submittal of the LHMP Update to Cal OES and FEMA.

Table 1 Foster Morrison Staff Mitigation Planning Experience* FEMA Region IX
FEMA Region IV, V, VI, and VII
FEMA Region VIII
Amador County, CA
City of Bay St. Louis, MS
Big Horn County, MT
utte County, CA
City of Long Beach, MS
: oulder County, CO
Calaveras County Water District, CA
City of Moss Point, MS
Carbon County, MT
alaveras County, CA
City of Pascagoula, MS
City of Boulder, CO
City of Azusa, CA
City of Waveland, MS
Jefferson County, CO
ity of Clearlake, CA
Pearl River County, MS
Liberty County, MT
City of Fullerton, CA
Dane County, WI
NE Colorado Regional Hazard Mitigation Plan
ity of Garden Grove, CA
State of Arkansas
SE Colorado Regional Hazard Mitigation Plan
City of Lakeport, CA
Bossier City, LA
State of Colorado
ity of Piedmont, CA
.vez County/Roswell
State of South Dakota
City of San Rafael, CA
Los Alamos County, NM
Teton County, MT
"ty of Vacaville, CA
State of Missouri
Toole County,
Colusa County, CA
University of Colorado at Boulder, CO
ast Bay Regional Par
o s tain Ute Tribe, C 6
Fresno County, CA
a - . - Community
• rict, CA
Kern County, CA
Los Angeles Unified School District
ade : . u
Modoc County, CA
evada County, CA
Placer County, CA
Proposal for City of Placentia
Local Hazard Mitigation Plan
July 2022
2 FOSTER MORRISON

CONSULTING

FEMA Region IX
FEMA Region IV, V, VI, and VII FEMA Region VIII
lumas Coun ,
Sacramento County, CA
utter County, CA
1 Washoe County, NV
uba County, CA
* All completed projects are FEMA -approved
Floodplain Management/NFIP's Community Rating System (CRS) Historically, people have been attracted to developing in and around waterways for a variety of reasons. Sound floodplain management practices implemented at the local level are a key factor in reducing flood -related losses in a community in these flood -prone areas. The NFIP is a federal program created to mitigate future flood losses through community - enforced building and zoning ordinances and to provide protection for property owners against potential losses through flood insurance. The NFIP's CRS is a voluntary program that recognizes community floodplain management activities that exceed the minimum NFIP requirements. The incentive behind the CRS program is to provide discounted flood insurance premiums to community residents as a result of implementing a floodplain management program that encourages a comprehensive approach to reduce flood losses.

Foster Morrison staff provide floodplain management and CRS expertise to clients to assist in enhancing their floodplain management programs, including developing hazard mitigation plans that maximize CRS credits. The end result is helping clients achieve a lower CRS class which ultimately reduces the cost of flood insurance to community residents, both within and outside of designated Special Flood Hazard Areas (SFHAs).

This has included helping flood -prone communities in California, Colorado, and Mississippi maximize their CRS credits under CRS Activity 512(a) in accordance with the 2013 and 2017 CRS Coordinator's Manual. In fact, several recent plans developed by Foster Morrison staff have developed DMA/CRS compliant plans to the current CRS schedule, scoring among the highest CRS credits in the nation for this activity.

Risk Assessment Experience
Foster Morrison staff have conducted numerous risk assessments as part of state, local, and tribal hazard mitigation planning. The risk assessment is the fundamental basis of mitigation and mitigation planning. It is the process that documents the problems that are unique to each community or participating jurisdiction. There are three interrelated portions to the approach Foster Morrison takes when developing a risk assessment: (1) hazard identification, (2) vulnerability assessment, and (3) capability assessment.

Together, the hazard identification and vulnerability assessment paint the picture of the hazards that could occur in a jurisdiction, and then assesses each hazard's historic impacts and potential future impacts on populations, property, and critical facilities and infrastructure. The capability assessment then measures this vulnerability against programs, policies, procedures, and plans that are already in place in the jurisdiction that can reduce the effects of these hazards. The end result of this analysis is the identification of additional mitigation strategies that build upon the community's existing capabilities.

Foster Morrison staff experience with state, local, and tribal risk assessments includes:
➢ Creating and analyzing GIS -based risk assessments for dam failure, flood, earthquake, landslide, wildfire, and other natural and man-made hazards
➢ Developing vulnerability analysis methods using GIS and parcel/assessor data: centroid method, proportionate division, Access queries, raster analysis, and annualized loss calculations to support detailed damage/loss estimates by jurisdiction

IATIONAL FLOO
Proposal for City of Placentia
Local Hazard Mitigation Plan
July 2022
3 FOSTER MORRISON

CONSULTING

➢ Experience with Level 1 and 2 Hazus (FEMA's loss estimation software) analysis, FEMA's GIS -based loss - estimation tool, for earthquake and flood hazards, including DFIRM integration for Hazus flood analysis ➢ Creating accurate flood loss estimations by applying FEMA's NFIP depth -damage relationship curves, as used in FEMA's benefit cost software modules
➢ Conducting detailed inventories of community assets, including an inventory of natural, historic, and cultural resources and key critical and public facilities and infrastructure ➢ Developing high quality maps and tables for displaying hazards, vulnerabilities, and loss estimates by jurisdiction ➢ Conducting exhaustive research in each jurisdiction to inventory and document all existing capabilities to mitigate and reduce the impacts of identified hazards.

Other FEMA Programs
Hazard mitigation planning is the foundation for identifying and developing sound hazard mitigation actions and projects for implementation by communities. Hazard mitigation projects are essential for ensuring that at -risk community assets are stronger and more resilient for the next severe storm event or natural disaster. FEMA provides mitigation funding support primarily through four pre- and post -disaster programs: Building Resistant Infrastructure and Communities (BRIC) program, the Hazard Mitigation Grant Program (HMGP), the Flood Mitigation Assistance (FMA) program, and Public Assistance (PA) Section 406 Mitigation. Foster Morrison can provide the full -range of mitigation services, in addition to planning, from grant applications and BCAs, to project implementation and grants management for communities following a disaster as part of Section 406 Mitigation and as part of FEMA's BRIC, HMGP, and FMA Programs.

Sub -consultant: Howell Consulting, Inc.

Foster Morrison is teaming with Howell Consulting as a sub -consultant to this effort. Howell Consulting will be taking the lead on the QA/QC efforts associated with LHMP development. Howell Consulting will also support other tasks, as needed to include assistance with planning process and meeting facilitation, risk assessment development, and the mitigation strategy update. A brief overview and qualifications of Howell Consulting are provided below.

Howell Consulting: Company Overview and Qualifications
Howell Consulting, Inc. is an S -Corporation, founded in 2007 and based in Rancho Murieta, California. Brenna Howell is the owner and primary employee of the firm and is supported by several contract staff. Howell Consulting offers a full range of planning, mitigation, preparedness, response, and recovery consulting services to better prepare organizations before and after disaster strikes. Howell Consulting offers both pre- and post -disaster services including the review and updating of emergency response plans, business continuity and hazard mitigation plans, risk analysis, hazards and vulnerabilities identification, and emergency communications plans. Howell Consulting also provides on-site staffing and assistance during disasters or emergency situations. Finally, Howell Consulting is able to assess needs and prescribe appropriate emergency management trends such as the latest planning grant requirements and planning guidance.

Howell Consulting has over 20 years of experience providing emergency management services to numerous California counties and cities. Howell Consulting has also been working with Foster Morrison in the development of several California LHMPs and LHMP Updates over the last six years including the East Bay Regional Park District, City of Clearlake, City of Lakeport, City of Garden Grove, City of Piedmont, Yuba County, Placer County, and Sacramento County, Nevada County, Lake County, Colusa County, Plumas County, and the Los Angeles Unified School District.

Other solo LHMPs and LHMP Updates developed by Howell Consulting include Merced County, Kings County, Yolo County, and Yuba County.

As described, Foster Morrison is teaming with Howell Consulting as a subcontractor for this LHMP Update. Foster Morrison will be providing the project management for the overall project and will be responsible for the overall development and submittal of the 2023 LHMP, a plan designed to meet all DMA requirements for plan approval by Cal Proposal for City of Placentia
Local Hazard Mitigation Plan
July 2022
4 FOSTER MORRISON

CONSULTING

OES and FEMA. Howell Consulting will be responsible for QA/QC and will support other plan development elements as required and detailed further in the following section.

3. Project Team Organization
The Foster Morrison Team's hazard mitigation planning staff are uniquely experienced, knowledgeable, and qualified to successfully execute the LHMP Update for the City of Placentia —our proposed staff have been providing similar mitigation planning and outreach services for other California communities since 2003. Our proposed Foster Morrison project manager and the lead planner have been working together on California plans for the last thirteen years. All of our staff have been involved in the development of numerous local hazard mitigation plans and plan updates that meet DMA, FMA, and CRS planning requirements and guidance and are uniquely knowledgeable of the hazards in California and associated mitigation strategies designed to reduce hazard -related losses. As well, the Foster Morrison Team staff have strong working relationships with Cal OES and FEMA Region IX.

The proposed project organizational chart is provided below in Figure 1 and a further discussion of project roles and a brief biographical summary of staff follows. All staff are available and committed to the City of Placentia for the duration of the project.

Figure 1 Foster Morrison Team for the City of Placentia LHMP 1 Planning Process
Jeanine Foster, JD,
Chris Ili iorri&6n, CFM
HrennaHowell
Proposal for City of Placentia
Local Hazard Mitigation Plan
July 2022
Foster Morrison Project Manager
Jeanine Foster, JD
retia Howell, QA/QC
IRisk Assessment
Jeanine Foster, JD
Chris Morrison, CFM
Alejandro Gutierrez
Brenna Howell
litigation Strategy
Jeanine Foster, JD
Chris Morrison, CFM
Brenna Howell
Plan Development
Jeanine Foster, JD
Chris Riarrison, CFM
Alejandro Gutierrez
Brenna Howell
5 FOSTER MORRISON

CONSULTING

Jeanine Foster, JD - Principal/Project Manager/Senior Mitigation Planner Project Role
Jeanine will be the project manager and senior mitigation planner for the overall project and take the lead role on the LHMP to include: project management, DMA planning process (DMA and CRS) and meeting facilitation, coordination of risk assessment and mitigation strategy tasks, and drafting the plan document. She will be the primary point of contact with the City and LHMP participants throughout the project and will facilitate all planning and public meetings identified in the scope of work. As the Foster Morrison Principal and key technical lead for Foster Morrison's Hazard Mitigation Planning program, Jeanine is committed to providing her clients with hands-on communications and project support necessary to ensure a high quality end product to meet client and community objectives.

Summary of Resume Qualifications
Jeanine Foster is a co-owner of Foster Morrison Consulting since its start up in 2014, and plays a key role as principal, project manager, and senior mitigation specialist. Prior to co-founding Foster Morrison, she worked with another firm doing hazard mitigation planning in California starting in 2003 — one of the first hazard mitigation planning consultants since the passage of the Disaster Mitigation Act of 2000. She has diverse experience providing project management, mitigation planning, and disaster recovery services in response to damages caused by a variety of natural hazard events, including flood and wildfire, to affected communities, with a focus on cities and counties located in California, Colorado, and Mississippi. Jeanine's responsibilities include project management; hazard mitigation planning; disaster recovery; grant application development, including benefit -cost analysis (BCAs); environmental and historic preservation compliance, grant administration, agency coordination; National Flood Insurance Program (NFIP) Community Rating System (CRS) compliance; Floodplain Management Services; regulatory compliance; and marketing. With over 50 LHMPs, she has served as project manager and lead planner for all of our California LHMP projects as detailed throughout this submittal. Jeanine has a JD from the University of Denver and a BA from the University of Colorado, Boulder.

Chris Morrison, MPA, CFM — Lead Planner and Technical Editor Project Role
Chris, as the lead mitigation planner on this project, will take the lead in the data collection, the risk assessment research, and Plan development and will work closely with the project team to integrate data collected throughout the process into the Plan document. He will assist in meeting DMA program requirements. He will also be responsible for providing technical editing support and overall document production.

Summary of Resume Qualifications
Chris is a co-owner of Foster Morrison Consulting, since its inception in 2014, and is the Lead Mitigation Planner/Technical Editor for Foster Morrison. During the past 13 years, he has provided planning, research, writing, technical editing, and document production expertise to over 60 different DMA plans for jurisdictions in Arkansas, California, Colorado, Louisiana, Mississippi, Missouri, Montana, Nevada, New Mexico, South Dakota, Virginia, Wisconsin, and Wyoming. Recently he has been a key mitigation planner on California Hazard Mitigation Plans for Placer County, Sacramento County, Yuba County, Sutter County, Modoc County, Colusa County, Lake County, Madera County, Nevada County, Amador County, Butte County, and Calaveras County; the cities of Piedmont, Clearlake, Lakeport, Azusa, Fullerton, San Rafael, and Vacaville; and the Los Angeles Unified School District, East Bay Regional Park District, and the Calaveras County Water District. Chris is a certified floodplain manager and holds a Master's in Public Administration from Minnesota State University — Moorhead. Chris is also a certified floodplain manager.

Proposal for City of Placentia
Local Hazard Mitigation Plan
July 2022
6 FOSTER MORRISON

CONSULTING

Alejandro Gutierrez - GIS Analyst
Project Role
Alejandro will assist in the risk and vulnerability assessment and take the lead in the GIS and Hazus analysis. He will identify and collect all GIS and risk assessment data and will create the LHMP maps, analysis tables, and associated methodologies using GIS, Hazus, and other tools.

Summary of Resume Qualifications
Alejandro, working with Foster Morrison since early 2015 and previously with the Foster Morrison staff with another company, has 21 years of GIS data development, analysis, conversion, and manipulation within various GIS industries (floodplain mapping, E-911 data development, remote sensing, hydrogeology, and mining). For 6 years, Alejandro worked in a key capacity with FEMA on their Map Modernization (DFIRM) Program. As a GIS Project Manager, Production Manager, and GIS Analyst for the development of 27 county -wide vector- and ortho-based DFIRMs in FEMA Regions III, V, VII, and VIII, he developed a strong team/work environment, trained staff in production techniques, tracked budgets and schedules, and has traveled to study areas to coordinate public outreach meetings. Alejandro has also provided mitigation planning and GIS support for multiple California DMA plans and plan updates: East Bay Regional Park District, Placer, Sacramento, Yuba, Sutter Colusa, Calaveras, Fresno, Lake, Colusa, Modoc, Madera, and Nevada counties, as well as for the cities of Piedmont, Clear Lake, Lakeport, San Rafael, Garden Grove, and Azusa, as well as the Los Angeles Unified School District and the Hidden Valley Lake Community Services District. For the DMA plans, he generated thematic and illustrative facilities and hazards maps, both at the countywide and city scales, to represent hazard data and to quantify risks to the county using parcel and assessor's value data. He also generated the standardized map template to present the wildfire risk analysis, also at the parcel level, using GIS data from the California Department of Forestry and Fire Protection. He has used the ESRI tools and Microsoft Access to perform flood analysis using FIRM data on parcels (land use type and valuation data) by city and performed the wildfire analysis using the same methodology. Alejandro has a bachelor's degree in Environmental Resources from the University of Texas, Austin.

Brenna Howell — Planning Process and Mitigation Strategy Support, QA/QC Project Role
Brenna will provide quality assurance and quality control (QA/AC) during all phases of the project and will ensure that the plan meets all Cal OES and FEMA mitigation plan review tool requirements before it is submitted for agency review.

During LHMP development, Brenna will provide support to the planning process, risk assessment, and mitigation strategy tasks. This may include assisting with meeting facilitation support for planning committee and public meetings. She will also provide support to the development of the updated risk assessment and mitigation strategy.

Summary of Resume Qualifications
Brenna Howell, of Howell Consulting since its inception in 2007, has more than 15 years of consulting experience with the last 10 years focused on development of local Emergency Operations Plans, Local Hazard Mitigation Plans, and hazard -specific functional annexes (including Floods) specifically for California local government jurisdictions. She has performed such work for Colusa, Kings, Merced, Nevada, Sacramento, Sutter, Yolo, and Yuba counties and has been working with Foster Morrison the last 6 years in developing over 13 LHMPs and LHMP Updates. Brenna has also worked in various capacities for multiple cities such as Winters, Woodland, West Sacramento, Davis, Sacramento, Chico, Piedmont, Los Banos, Avenal, and Hanford. Brenna has served as the Emergency Services Coordinator for the cities of Stockton and West Sacramento, as well as the County of Yolo providing full emergency management program management responsibilities. Brenna holds a Bachelor's in Emergency Management and Public Safety.

Foster Morrison Team Strengths
➢ Demonstrated DMA/FMA/CRS planning experience in 15 states and in 7 FEMA Regions, including California and FEMA Region IX
Proposal for City of Placentia
Local Hazard Mitigation Plan
July 2022
7 FOSTER MORRISON

CONSULTING

➢ Detailed knowledge of FEMA (DMA, FMA, CRS) and state planning requirements and guidance ➢ Strong working relationship with Cal OES and FEMA Region IX and proven ability to expedite LHMPs and LHMP Updates through the Cal OES and FEMA review process with no or limited requests for changes ➢ Knowledge of California hazards and risks, past disaster history, local governments (counties, cities, and special districts), and data sources
➢ Extensive experience developing and portraying risk assessment studies supported by Hazus and GIS ➢ Strong technical expertise with an emphasis on hazards, issues, and mitigation strategies such as those associated with wildfire, drought, floods, watershed/stormwater planning, severe weather events, and climate change issues ➢ Emphasis on a strong planning process that includes high levels of public, community, and stakeholder involvement and outreach and strong meeting facilitation
➢ Experience with grant application development, project management, grant management, BCA development, and EHP clearances for FEMA funded projects
➢ Expertise in the broader emergency management program and how mitigation is best integrated and leveraged ➢ Experience leveraging hazard mitigation funding for our clients

4. Relevant Project Experience and References
This section provides an overview of the California hazard mitigation planning experience and references of the Foster Morrison Team.

Similar and Recent LHMP Project Experience
Detailed below is a summary of Foster Morrison
staff LHMP and LHMP Update projects in
California within the last seven years. The figure to
the right provides a map of the Foster Morrison
Team's recent California Hazard Mitigation
Planning experience.

All of the California projects detailed in Table 2
were completed in accordance with DMA, FMA and
CRS planning process requirements and guidance
which incorporates a 10 -step process into four
phases: 1) LHMP Planning/Development Process,
2) Risk Assessment, 3) Mitigation Strategy, and 4)
Plan Implementation and Maintenance. Execution
of the 10 -step process for each of these mitigation
planning projects resulted in FEMA -approved plans
customized to meet the needs of each community.

The plan development process and resulting plans
include: data -driven risk assessments; previous
mitigation projects and successes; comprehensive
mitigation strategies; development and coordination
of public outreach and stakeholder engagement
programs; facilitation of planning team and public
meetings; and a thorough, systematic, and fully
documented planning process. All of the completed
plans were reviewed and approved by the state and
FEMA with no or minimal request for revisions. Table
LHMP and LHMP Updates within the last seven years.

Proposal for City of Placentia
Local Hazard Mitigation Plan
July 2022
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FOSTER MORRISON
California
Hazard Mitigation Planning Experience
Vacaville$`Frame
San Rafael'` ~C'alaV
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Original Plan
Plan Update
Original and Plan Update
Original and 2 Plan Updates
Original and 3 Plan Updates
2 Plan Updates
California Counties
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1 Data Source: Cal -Atlas: Map Date: 06/2022.
14V
2 details Foster Morrison's completed and in -process California 8 FOSTER MORRISON

CONSULTING

Note: as detailed above, all of these FEMA -approved LHMP projects completed by Foster Morrison in California in the last seven years followed a similar process as that requested by the City of Placentia in their Request for Proposal (RFP). As well, the following projects were managed and performed by the same key staff identified in primary roles for the development of this City of Placentia 2023 LHMP Update. All projects were completed on time and within budget.

Table 2 Foster Morrison Staff Hazard Mitigation California Planning Experience since 2014 Project Name
East Bay Regional Park District Local Hazard Mitigation Plan Update — In process East Bay Regional Parks District
Single jurisdiction plan
Project Name
Sacramento County, CA Local Hazard Mitigation Plan — Original Plan and 3 Plan Updates - FEMA Approved (2006, 2011, 2016, 2021)
Sacramento County Department of Water Resources, City of Sacramento Public Works Multi -jurisdictional DMA/CRS-focused Plan; County, 7 incorporated communities, and 23 special districts Project Name
Yuba County, CA Local Hazard Mitigation Plan —Plan Update - FEMA Approved (2021) Yuba County Office of Emergency Services
Multi -jurisdictional DMA/CRS-focused Plan; County, 2 incorporated communities, and 9 special districts Project Name
Placer County, CA Local Hazard Mitigation Plan — Original Plan and 2 Plan Updates - FE Approved (2005, 2010, 2016, 2021)
ganization
e of Plan
Placer County Office of Emergency Services
Multi -jurisdictional DMA/CRS-focused Plan; County, 5 incorporated communities, 20 special districts Project Name
Sutter County, CA Local Hazard Mitigation Plan — Original Plan and Plan Update - FEMA Approved (2007, 2014, 2021)
Sutter County Office of Emergency Management
Multi -jurisdictional DMA/CRS-focused Plan; County, 2 incorporated communities, and 6 special districts Project Name Plumas County Local Hazard Mitigation Plan Update — FEMA Approved (2020) Plumas County Planning & Building Services
Single jurisdictional DMA Plan
Project Name
Amador County Local Hazard Mitigation Plan Update — Original Plan and 2 Plan Updates FEMA Approved (2006, 2014, 2020)
ganization
e of Plan
Amador County Sherriff's Office
Multi -jurisdictional DMA Plan; County, 5 incorporated communities, and 3 districts Project Name
Hidden Valley Lake Community Services District Local Hazard Mitigation Plan — FEMA Approved (2020)
Proposal for City of Placentia
Local Hazard Mitigation Plan
July 2022
Hidden Valley Lake Community Services District
Single -jurisdiction DMA Plan
9 FOSTER MORRISON

CONSULTING

Project Name
Butte County, CA Local Hazard Mitigation Plan — 2 Plan Updates - FEMA Approved (2014, 2019) gantzatt
e of Plan
Butte County Office of Emergency Management
Multi -jurisdictional DMA Plan; County, 5 incorporated communities, and 10 special districts Project Name
City of Garden Grove Local Hazard Mitigation Plan — FEMA Approved (2020) City of Garden Grove Water Services Division
Single -jurisdictional DMA Plan
Project Name
City of Clearlake Local Hazard Mitigation Plan — FEMA Approved (2019) City of Clearlake Engineering Department
Single -jurisdictional DMA Plan
Project Name
City of Lakeport Local Hazard Mitigation Plan — FEMA Approved (2019) City of Lakeport Department of Public Works
Single -jurisdictional DMA Plan
Project Name
City of Piedmont Local Hazard Mitigation Plan Update — FEMA Approved (2019) rgamza ton
Type of
City of Piedmont Planning Department
Single -jurisdictional DMA Plan
Project Name
Colusa County, CA Local Hazard Mitigation Plan Update — FEMA Approved (2019) -91
Colusa County Sheriff's Office, Office of Emergency Services Multi -jurisdictional DMA Plan; County, 2 incorporated communities, and 2 districts Project Name
Los Angeles Unified School District, CA Local Hazard Mitigation Plan Update — FEMA Approved (2018)
Los Angeles Unified School District, Office of Environmental Health and Safety Single -jurisdictional DMA Plan
Project Name
Lake County, CA Local Hazard Mitigation Plan Update— FEMA Approved (2018) ganization
e of Plan
Lake County Office of Emergency Services
Single -jurisdictional DMA, CRS -focused Plan
Project Name
City of Azusa, CA Local Hazard Mitigation Plan — FEMA Approved (2019) 1 City of Azusa Planning Division
Single -jurisdictional DMA Plan
Project Name
Madera County, CA Local Hazard Mitigation Plan Update— FEMA Approved (2018) Madera County Office of Sheriff
Multi -jurisdictional DMA Plan; County, 2 incorporated communities and 1 Tribe Project Name
Nevada County, CA Local Hazard Mitigation Plan Update— FEMA Approved (2018) Nevada County Office of Emergency Services
Multi -jurisdictional DMA Plan; County, 3 incorporated communities and 3 special districts Project Name
City of San Rafael, CA Local Hazard Mitigation Plan — FEMA Approved (2017) City of San Rafael Fire Department
Single- jurisdictional DMA Plan
Proposal for City of Placentia
Local Hazard Mitigation Plan
July 2022
10 FOSTER MORRISON

CONSULTING

Project Name
Modoc County, CA Local Hazard Mitigation Plan — FEMA Approved (2016) Modoc County Office of Emergency Services
Multi -jurisdictional DMA Plan; County and 1 incorporated community Project Name
Calaveras County, CA, Local Hazard Mitigation Plan — Original Plan and Plan Update - FE Approved (2010, 2015)
Calaveras County Sheriff's Office
Multi -jurisdictional DMA Plan; County and one incorporated community Project Descriptions for Similar Projects with References The following project summaries for similar hazard mitigation planning projects were managed and performed by the key staff identified in primary roles for the development of this City of Placentia 2023 LHMP. All of these projects were completed in accordance with DMA, FMA, and CRS planning process requirements and followed the same 10 -step, four phase planning process proposed for the City's LHMP. All plans have been FEMA approved.

Unique project components, issues, and challenges are described below in each of the project summaries. Client references associated with the below projects are also included. We encourage the City to contact these references as they can attest to the experience, expertise, and professionalism of the Foster Morrison Team and the quality of our Local Hazard Mitigation Plans and planning process.

Foster Morrison developed a new single jurisdictional LHMP in 2020 for the City of Garden Grove in Orange County.

Priority hazards of concern included climate change, dam failure, drought, earthquake, flood, levee failure, wildfire, and other severe weather events. Completing this plan required research to complete the hazard profile and past hazard event occurrences; completing a vulnerability analysis using the most current parcel and assessor data for the existing built environment to develop loss estimates. A new critical facilities list was developed for the City and mapped in GIS in order to assess which facilities were at risk to identified hazards. The resulting mitigation strategy identified new and ongoing mitigation projects to be included in the LHMP targeting priority hazards and their potential effects on the City, residents, and property as well as to critical facilities and infrastructure. This project was unique in the fact that the Water Services Division of the City had previously completed an annex to the Orange County Water District LHMP. While this covered the Water Services Division's property, it did not cover the rest of the City. Foster Morrison worked with the FEMA, the City, and the consultant for the Orange County Water Districts LHMP to ensure consistency of data and mitigation actions between plans as appropriate. This LHMP went through Cal OES and FEMA quickly, and was approved with no request for changes. This project was also completed on schedule and within budget.

Proposal for City of Placentia
Local Hazard Mitigation Plan
July 2022
11 FOSTER MORRISON

CONSULTING

Foster Morrison, partnering with Howell Consulting, developed the 2019 Local Hazard Mitigation Plan for the City of Piedmont, located in the East Bay Area of California. Priority hazards of concern included climate change, flood, dam failure, wildfire, earthquake, drought, and other severe weather events. The risk assessment identified areas where improvements could be made and provided the framework for the HMPC to formulate planning goals and objectives and to develop a mitigation strategy for the City of Piedmont planning area. The resulting mitigation strategy identified new and ongoing mitigation actions and projects targeting priority hazards and their mitigating effects on City assets and critical infrastructure. Unique issues in the development of this LHMP Update included the topography of the City and its location in the Bay Area. Additionally unique was the high value of the homes in the City of Piedmont. While urban in nature, much of the City is located in a Very High Fire Hazard Severity Zone requiring close coordination with Cal Fire in the development of a detailed wildfire risk assessment and a comprehensive mitigation strategy. Earthquake is also a significant hazard of concern given the City's location relative to numerous potentially active faults and the historic earthquake activity in the region. Foster Morrison worked with the City and the Association of Bay Area Governors' (ABAG) Resiliency Program to identify the best available regional data and earthquake scenarios for use in the City's risk assessment and in identifying earthquake risk reduction measures best suited for implementation by the City. Through this process, it was determined that the earthquake hazard had a compounding affect on many of the other identified hazards, which were considered in the development of the mitigation strategy. For example, earthquake was identified as a key factor for a potentially cascading, catastrophic hazard event. A large, damaging earthquake, with an epicenter close to the City could result in dam failures, landslides, and fires occurring throughout the City with disastrous results. Loss of life, injuries, property damage, and impacts to critical services and infrastructure would be significant. All of the hazard issues and vulnerabilities within the City are further compounded by structures built on steep slopes, narrow roads, and numerous ingress and egress challenges. Similar to other California communities, drought and other severe weather hazards were also considered relative to specific City vulnerabilities and associated mitigation strategies. While most of the City is considered built out, mitigation strategy planning evaluated mitigation actions and projects for both the existing built environment and for future areas of development and redevelopment. This project was completed on time and within budget and passed Cal OES and FEMA review quickly.

Proposal for City of Placentia
Local Hazard Mitigation Plan
July 2022
12 FOSTER MORRISON

CONSULTING

Foster Morrison developed an updated LHMP in 2020 for the Los Angeles Unified School District (LAUSD) in Los Angeles County, the second largest school district in the Country. Priority hazards of concern included climate change, flood, dam failure, levee failure, wildfire, earthquake, radon, drought, and other severe weather events. An entire rework of the risk assessment was completed for each identified hazard. This included reworking the hazard profile and adding new hazard event occurrences; redoing the entire vulnerability analysis to add additional items and updating the vulnerability assessment based on more recent hazard data as well as using the most current parcel and assessor data and LAUSD facility data for the existing built environment to develop loss estimates. The resulting mitigation strategy identified new and ongoing mitigation projects to be included in the LHMP targeting priority hazards and their potential effects on LAUSD staff, students, and property. Unique issues in the development of this LHMP Update included the sheer size of the District (both in terms of student numbers as well as the physical size of the District) and how the risk varies across the District. Analysis was done on LAUSD facilities by separating them into 6 regions in order to effectively categorize how the risk and vulnerability varies throughout the District. To facilitate this regional based risk assessment, which included determining detailed vulnerabilities of the District, Foster Morrison worked closely with LAUSD's Risk Management and Facilities Groups to build a customized asset inventory database for use in the risk assessment analyses. This database included, by LAUSD region, the number and types of schools; school locations; number and replacement value of structures, content replacement values, and number of students and staff by school location. Other planning challenges included addressing the unique nature of the potentially affected population of the LAUSD planning area - school aged children, with many of them living in socially vulnerable or underserved areas.

During an emergency or disaster, schools cannot just close and send everyone home. Public schools are accountable for the safety and welfare of students in their care. Schools are obligated to shelter, feed, and otherwise care for students until each minor student is reunited with a custodial adult. Further, emergencies and natural disasters often affect children differently than adults. Children's unique needs and body differences put them at greater risk during a disaster. These and other issues specific to the LAUSD were considered in the development of their LHMP Update. This plan required the Foster Morrison Team to learn the unique nature and complexities of a school district in order to develop the risk assessment and more importantly, develop a mitigation strategy that was fully integrated into LAUSD's existing plans, programs, and initiatives for risk reduction. This LHMP Update went through Cal OES and FEMA, and was approved with no request for changes. As well, it was completed on schedule and within budget.

Why Select the Foster Morrison Team
Foster Morrison was formed in order to better focus on what we most enjoy — working closely with our clients to assist them in meeting and exceeding their project goals. Foster Morrison staff are motivated problem solvers that bring a depth and variety of hazard mitigation planning experience and expertise to their clients in California and elsewhere. Likewise, Howell Consulting was founded on many of the same principals. Distinguishing features of the Foster Morrison Team, providing added value to this City of Placentia 2023 LHMP Update project, include:

Proposal for City of Placentia
Local Hazard Mitigation Plan
July 2022
13 FOSTER MORRISON

CONSULTING

➢ Small boutique firms able to provide better customer service than larger companies. With a focus on client satisfaction and projects rather than time consuming corporate objectives, the Foster Morrison Team has the flexibility and freedom to do a complete, personalized job for our clients. ➢ Extensive California LHMP experience. This includes developing numerous multi jurisdictional and single jurisdictional LHMPs and LHMP Updates for California communities in both urban and rural environments. Many of these included two, three, and four DMA planning cycles for large, countywide plans. ➢ Customization of plans and work product, driven by the data and information unique to each jurisdiction. We pride ourselves on not doing cookie -cutter plans. Foster Morrison staff continue to update approaches, processes, and work products to better align with changing DMA and CRS guidance, plan approval requirements, and updates to state level hazard mitigation plans. We build upon what still works and incorporate new ways of doing things and presenting information. In fact, most recently our mitigation action worksheet format was called out by FEMA Region IX as a model example of how to detail mitigation actions and projects in LHMPs. ➢ Strong working relationship and process collaboration with Cal OES and FEMA Region IX mitigation staff.

This allows us to understand changing DMA requirements and guidance and to discuss preferred approaches to the planning processes in order to streamline the plan approval process. This is evident from our recent Cal OES and FEMA plan reviews which have gone through the review process with no or minor requests for revisions, including six FEMA approved LHMPs in 2019, three in 2020, and four in 2021. > Over 19 years of hazard mitigation planning experience to draw from. This includes significant hazard -related expertise in a wide -range of natural hazards affecting local communities, as well as the ability to assemble and obtain FEMA approval for large multi jurisdictional LHMPs. This allows us to incorporate the best and proven strategies into all of our mitigation planning projects.
> California hazard experience and expertise. This allows us to develop robust risk assessments and comprehensive mitigation strategies designed to protect property and to reduce loss of life and injuries, as well as ensuring eligibility for mitigation related grant funding.
> Emergency Management Program expertise. With Howell Consulting, the Foster Morrison Team brings the broader, emergency management program knowledge and expertise to this hazard mitigation planning project. ➢ Proven commitment to established scopes, schedules, and budgets. Foster Morrison has a demonstrated track record of completing LHMP projects in accordance with established scopes, schedules, and budgets. As detailed herein, the Foster Morrison Team is committed to completing the City of Placentia LHMP as described with an LHMP submittal to Cal OES/FEMA by June 30, 2023, just 10 months from project kickoff.

5. Project Understanding and Approach
Foster Morrison and Howell Consulting have combined staff to provide the City with an LHMP that is tailored to the unique needs of the City. This section includes our project understanding and approach, designed to meet and exceed all of the City of Placentia's expectations to provide the City with a FEMA -approved 2023 LHMP.

Project Understanding
The primary purpose of the City of Placentia LHMP project is to reduce long-term risk and loss to people and property from hazards and to make the City more disaster resistant and better able to recover when a disaster does occur. In addition, a FEMA -approved LHMP will provide eligibility for FEMA pre- and post- disaster mitigation funding. The LHMP Update for the City will be developed to guide the City through hazard events with a forward- looking risk assessment and state-of-the-art strategies for hazard mitigation. The following paragraphs provides a brief hazard profile of the City of Placentia, including notable hazards of concern and related hazard issues to be considered in this 2023 LHMP.

The City of Placentia was incorporated in 1926. The City of Placentia is a charter city, with an elected city council, elected city clerk, and elected treasurer and a professional City Administrator with an annual General Fund budget of over $40 million and a total budget of over $45 million for fiscal year 2022-2023. The City of Placentia is served by various Proposal for City of Placentia
Local Hazard Mitigation Plan
July 2022
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major transportation facilities including two State Highways, major north -south and east -west arterials, and minor north south and east -west roadways. Placentia also has a major transit provider, the Orange County Transportation Authority (OCTA), and one freight rail line (BNSF), on which the Southern California Regional Rail Authority (SCRRA, or Metrolink) operates a commuter rail line. The California Department of Finance estimates the 2022 population for the City at 51,204.

The climate of the District's service area is characterized as a Mediterranean coastal with mild, warm, and dry summers while winters are mild and cool. According to the National Oceanic and Atmospheric Association (NOAA) average highs for the region peak in the mid 80's °F, while its mild winters temperatures average in the low 70's. Record highs for the City occurred on September 28, 2010, when the thermometer hit 107.7°. The region is subject to wide variations in annual precipitation, ranging from a low of 3.4 inches to a high of 41.5 inches since 1989. The average annual rainfall is

13.52 inches. Topography in the City is generally flat, with a minimum elevation of 187 ft above mean sea level (msl) to 988 ft above msl.

Given the geography and climate of the area, the District is vulnerable to numerous hazards as identified in the 2019 City of Placentia Safety Element. Of these hazards, wildfire, earthquake, 100 -year flood, dam failure, and drought, were considered priority natural hazards for mitigation strategy planning. The City has experienced a number of different disasters over the last 50 years, including earthquakes, floods, droughts, wildfires, energy shortages, and severe storms.

The City is located in a seismically active zone. While not located in an Alquist-Priolo zone, The District is at risk to nine different faults: the San Andreas, Yorba Linda, Puente Hills (Coyote Hills), Peralta Hills, Whittier, Newport - Inglewood, Sierra Madre, San Jacinto, and Norwalk faults. These faults, all considered active, are capable of producing earthquakes in the 4.5 — 8+ range. Even if the epicenter of a major earthquake is not located directly within the City, the aftershocks associated with an earthquake can potentially cause significant damage to Placentia. The hazards associated with aftershock earthquakes are the same as mainshock earthquakes and may cause significant damage and disruption to City facilities and infrastructure.

As of 2019, the City of Placentia is approaching "build -out" conditions with approximately 98 percent of developable land developed or in the process of developing. Approximately 54.5 acres, or 1.3 percent, of the City's total acreage is vacant. Placentia is surrounded by other build -out cities and is not adjacent to wildland areas; therefore, the risk of Wildland-Urban Interface fires is relatively nonexistent. The City does not have a significant history of fire — structural or wildland. The last multi -alarm fire in Placentia was in April 2013, and this involved a house and adjacent restaurant in the Old Town area of the City where construction is older, and the structures are closer together.

The City currently is in the midst of a severe drought as defined by the U.S. Drought Monitor. The City has been in and out of drought conditions since 2014. While the current drought has led to a lack of flooding in recent years, the threat of flooding in the City remains In fact, due to drought conditions, the likelihood of flooding due to heavy rains has actually increased. Extreme droughts reduce the soil's ability to absorb water quickly. Should a heavy rain occur, the parched ground is likely to absorb a small amount of precipitation, with the remainder becoming runoff. This can cause localized flooding, as well as quickly increase stream flows, causing flash flooding. Most of the City is not in a flood hazard zone, however, some areas on the east and south sides are in the 500 -year flood zone (0.2% chance of flooding each year) and could see increased flooding and reduced drainage from intense storms. A small pocket of homes between Highway 57 and Orangethorpe Avenue is in the 100 -year flood zone (1% chance of flooding each year) and is most likely to be impacted from flooding due to changes in rainfall. The La Jolla community in the southwest corner of Placentia is located in the 100 -year flood zone, with a portion in the 500 -year flood zone.

Flood inundation resulting from dam failure of Prado Dam or Carbon Canyon Dam is aslo a potential hazard for the City.

Inundation from Prado Dam would affect the very southern portions of the City. Inundation from Carbon Canyon would affect the majority of the City generally west of Rose Drive/Tustin Avenue.

In addition to the greater emphasis placed on the above hazards, the State of California has put an increased emphasis on climate change and its effects on natural hazards. Climate change can contribute to sea level rise and can exacerbate other Proposal for City of Placentia
Local Hazard Mitigation Plan
July 2022
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hazards like drought, extreme weather, flood, and wildfire. Climate change and associated issues will be addressed in this LHMP. Other natural hazards will be addressed in the LHMP, as well as any human caused hazards the City is concerned about.

Project Approach
Mitigation plans form the foundation for a community's long-term strategy to reduce disaster losses and break the cycle of disaster damage reconstruction, and repeated damage. This City of Placentia 2023 LHMP will be a single jurisdictional LHMP for the City that is inclusive of all key stakeholders and the public who wish to participate. The planning effort will consider hazards of concern to the City planning area; their risk and vulnerability to the City; and mitigation measures for all priority hazards. This LHMP will be developed pursuant to the requirements of DMA 2000, published at 44 CFR 201.6 and associated FEMA guidance, the NFIP' s CRS program, and will meet other current, applicable federal and state requirements. This includes FEMA's new LHMP guidance dated April 2022. The Foster Morrison Team will conduct all work necessary to provide the City with a Cal OES/FEMA-approved LHMP.

A FEMA -approved LHMP will maintain the City's eligibility for FEMA pre- and post -disaster funding. In addition, this LHMP will address the requirements of SB 379 (Climate Adaptation) and will be consistent with the goals and objectives outlined in the 2018 State of California Hazard Mitigation Plan. This 2023 LHMP will be developed to reflect current conditions, with a focus on hazard risk reduction for the City in accordance with the requirements set forth in the City's RFP and will be prepared utilizing the process shown in Table 3.

Table 3 City of Placentia Hazard Mitigation Planning Process Disaster Mitigation Act Planning Regulations (44 CFR 201.6) CRS/FMA Planning Steps w
201.6(c)(1)
201.6(b)(1)
201.6(b)(2) & (3)

1. Organize Resources

2. Involve the Public

3. Coordinate with Others
Phase II: Risk Assessment
201.6(c)(2)(i)
201.6(c)(2)(ii) & (iii)
Cal OES requirement

4. Assess the Hazard

5. Assess the Problem

6. Assess the Capabilities
Phase III: Mitigation Strategy
201.6(c)(3)(i)
201.6(c) (3) (ii)
201.6(c)(3)(iii)

6. Set Goals

7. Review Possible Activities

8. Draft an Action Plan
Phase IV: Plan Maintenance
201.6(c)(5)
201.6(c)(4)

9. Adopt the Plan

10. Implement, evaluate, revise
In addition, to meeting the requirements of DMA 2000, the State of California has additional requirements and initiatives to be addressed in the development of the LHMP for the City. Specifically, the City of Placentia LHMP will be written to address the applicable elements of the following California initiatives as data is available:
➢ Assembly Bill 2140 — General Plan Safety Element Incorporation ➢ Senate Bill 379 — Climate Adaptation and Resiliency Strategies Proposal for City of Placentia
Local Hazard Mitigation Plan
July 2022
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➢ Senate Bill 1000 — Environmental Justice
➢ Assembly Bill 747 - Evacuation Routes
➢ FEMA Dam Program — High Hazard Potential Dam Program
LHMP Goals and Benefits
Foster Morrison will provide the City of Placentia with a FEMA -approved LHMP focused on risk reduction citywide and designed to meet and exceed all their planning goals. This 2023 LHMP will be developed to achieve the following goals and benefits:
➢ Develop a FEMA -approved, DMA -compliant single jurisdictional LHMP for the City ➢ Align the LHMP Update with the goals and objectives of the 2018 State of California Hazard Mitigation Plan and ensure this LHMP addresses applicable elements of AB 2140, SB 379, SB 1000, AB 747, and the HHPD Program ➢ Build partnerships and collaborate with diverse stakeholders and increase opportunities to leverage local and regional data, resources, and mitigation strategies as appropriate ➢ A plan emphasis on a comprehensive mitigation strategy that is based on the risk assessment and is solution oriented ➢ Improve public safety and local resistance to damage from identified hazards through implementation of hazard risk reduction measures, thus reducing the impact and cost of disasters to the City of Placentia and taxpayers D Position the City of Placentia to compete more effectively for pre- and post -disaster mitigation funding D Educate the public and all stakeholders about the identified hazards, risks, and mitigation strategies within the City of Placentia planning area
➢ Speed community recovery when disasters occur
Project Management and Administration
Foster Morrison will provide the project management and administration for this LHMP project. This will include coordination meetings, communications, and monthly progress reports pertaining to the work, budget, and schedule.

Regular communication and close coordination with the City of Placentia Project Lead will be paramount to the successful and timely completion of this LHMP.

Team Capacity/Ability to Perform on Schedule and within Budget The Foster Morrison team fully meets all the requirements necessary for providing high quality hazard mitigation planning services for the City. Our team has a proven track record in providing clients with responsive and timely service to meet project objectives, schedules and changing work needs. In fact, all of the project in Table 2 were completed on time and at or under budget. We are committed to working on the City's LHMP project and will make staff available to complete work associated with this project in a timely fashion. As small businesses, the Foster Morrison team has great flexibility in scheduling of work and will make staff available to complete any work associated with this proposal in a timely fashion while ensuring all project objectives are met and delivery of a high-quality work product. At particular stages of the project, individual team members will be required to devote a substantial part of their effort to the work, perhaps even 100% of their capacity, at other times, project demands on individuals will be less. Additional planning staff from both Foster Morrison and Howell Consulting can also be called upon as needed to expand resources. Managing the variable and competing demands of many projects is a natural and necessary part of the Foster Morrison team's practice and is something that we have done successfully since our inception. The anticipated volume of work from this contract is well within our team's capacity to execute efficiently and effectively. The Foster Morrison team commits our team and resources to the City for this LHMP project, and will deliver the LHMP both on schedule and within budget.

Our ability to provide hazard mitigation planning services to our clients on time and on budget is evidenced by the number of repeat clients and our continued success in developing LHMPs and LHMP Updates for communities throughout California.

Proposal for City of Placentia
Local Hazard Mitigation Plan
July 2022
17 FOSTER MORRISON

CONSULTING

6. LHMP Scope of Work
Foster Morrison has reviewed the City of Placentia's RFP for a LHMP and represent that we are capable of providing and performing quality work to execute this Scope of Work as described in the RFP and to achieve all City goals. The scope will involve completion of background and technical work to support a comprehensive hazard risk assessment; conducting public outreach and facilitating the planning process; formulating and facilitating the mitigation strategy; and providing all deliverables necessary to comply with state and federal mitigation planning regulations and guidance resulting in a Cal OES compliant and FEMA -approved LHMP. The details of the planning process and how the City of Placentia will meet the objectives of this LHMP project are outlined further below in this Scope of Work.

Phase 1: Planning Process
Task 1: Organize Resources
The City Project Lead and Foster Morrison Project Manager will hold a conference call to review the project scope and schedule; discuss planning team participation and coordination; public outreach efforts, identify initial data sources and contacts, start initial data collection efforts; and plan the project kickoff meeting.

Hazard Mitigation Planning Committee
A coordinated, engaged Hazard Mitigation Planning Committee (HMPC) comprised of key City and community stakeholders is critical to a successful mitigation planning process. An HMPC for the LHMP will be organized from department representatives from the City, special districts, other agencies, and public and private stakeholders with an interest in hazards planning in the City of Placentia. In addition to these participants, planning team members may include residents, community leaders, business owners, access and functional needs groups, religious institutions, and private and nonprofit interests to provide for a representative cross-section of the community. Foster Morrison will facilitate the work of this committee with leadership and support provided by the City.

Jurisdictional (City) Participation
The City of Placentia as the single participating jurisdiction seeking FEMA approval of the LHMP will be required to participate in the hazard mitigation planning process as set forth by DMA regulations and guidance. It is assumed that the City will be required to comply with the following participation elements to receive FEMA plan approval:
➢ Provide representation on the HMPC, attend meetings, and participate in the planning process ➢ Assist in providing necessary data and identifying the unique risks that affect the City and how the risk differs across the City planning area
➢ Identify and prioritize mitigation actions/projects for the City ➢ Distribute, review, and comment on the draft plan(s)
➢ Coordinate the public outreach process and attend public meetings as necessary to solicit input from community stakeholders
➢ Formally adopt the LHMP
➢ Manage the implementation of the resulting mitigation plan All other jurisdictions and public and private stakeholders will be asked to support the planning process through representation on the HMPC, providing data and input for the risk assessment and mitigation strategy; and reviewing and providing input on plan drafts prior to finalization and submittal to Cal OES and FEMA.

Kickoff Meeting
At the beginning of the process, a kickoff meeting of the HMPC will be held to present information on the hazard mitigation planning regulations and guidance, jurisdictional participation requirements, and project scope and schedule.

This meeting will include a discussion of the hazards to be included in the LHMP and a strategy for public involvement.

Proposal for City of Placentia
Local Hazard Mitigation Plan
July 2022
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Deliverables
✓ Initial project conference call
✓ Recommendations for formation of HMPC
✓ Draft of written invitations to LHMP participants, HMPC members and other public and community stakeholders ✓ Project kickoff meetings (HMPC Meeting #1 — held in conjunction with public meeting #1) Task 2: Public Involvement
Foster Morrison will work together with the City and HMPC to define a public information outreach strategy to ensure an effective public involvement process. Public involvement and outreach efforts will be designed to educate the public, identify community concerns, and build consensus on identified risks and vulnerability to hazards and the hazard mitigation planning process in the City of Placentia. The public outreach process will focus on soliciting input from the public to better inform the LHMP at key intervals throughout the planning process and prior to submittal to Cal OES/FEMA.

Public outreach activities will: leverage existing community outreach mechanisms where available and may include:
inviting public stakeholders to serve on the HMPC; publicizing the activities of the HMPC through the City's website, press releases to local media outlets, development of a survey for inclusion on the City website; presentations and outreach on the hazard mitigation planning process combined with other community meetings; public meetings/workshops; and other outreach efforts to local public stakeholders.

In addition to the public outreach activities described above, three public meetings will be held for this LHMP. An early public meeting will be held at the beginning of the planning process to explain the DMA planning process, and to obtain input on the natural hazard issues and possible risk reduction measures in the City of Placentia. A second public meeting will be held to present the results of the risk assessment. A final public meeting will also be held at the end of the planning process to solicit comments on the draft plan prior to submittal to Cal OES/FEMA for review and approval.

Foster Morrison will maintain all meeting documentation including sign -in sheets for inclusion in the planning process appendix. As requested by the RFP, Foster Morrison will also provide refreshments for meetings to be included in the budget for this project.

Deliverables
✓ Recommendations for public makeup of the HMPC
✓ Public Information Outreach Strategy
✓ Drafts of website, press releases, newsletters, survey, etc. ✓ Development of meeting materials and coordination for other public/community outreach activities ✓ Public meetings (3 public meetings held during the same time frame as HMPC meetings #1, #2, and #5) Task 3: Coordinate with Other Agencies
DMA regulations require that the mitigation planning process include other organizations, agencies, neighboring communities, and key stakeholders. Representatives from local, state, and federal agencies and organizations with significant interests in the community, hazards, and/or mitigation will be invited to join the HMPC and be invited to participate in the LHMP development process. This will include soliciting input regarding hazards, the prioritization of hazards, and the development of best practice mitigation approaches for each identified hazard of concern.

Data Collection and Review
Foster Morrison staff will work closely with the City, HMPC, and key stakeholders to identify key resources and data to support the LHMP. In accordance with DMA standards, the LHMP Update will utilize best available data as pertaining to identified hazards of concerns, risks, vulnerabilities, community assets and critical facilities, and existing community mitigation capabilities. The most current GIS datasets and parcel and assessor data will also be collected to support the risk assessment analysis.

Proposal for City of Placentia
Local Hazard Mitigation Plan
July 2022
19 FOSTER MORRISON

CONSULTING

Coordination (and Integration) with Other Planning Efforts Also integral to the DMA planning process is the coordination and integration with other community planning mechanisms as well as with other data and information from stakeholders and agencies. Foster Morrison will work with the City, HMPC, and key stakeholders to identify and review existing plans, programs, and policies from general plans, emergency operations plans, emergency response plans, community wildfire protection plans (CWPPs), floodplain management plans, watershed plans, stormwater master plans, capital improvement program planning and budgeting, and any other relevant documents. These plans will be evaluated for effectiveness and integrated into this LHMP as appropriate. Also, as part of this task, Foster Morrison will work to ensure that this LJHMP Update is aligned with the goals, objectives, and priorities of the 2018 State of California Hazard Mitigation Plan.

Deliverables
✓ Identification, collection and review of relevant data ✓ Coordination, integration, and documentation with existing planning mechanisms ✓ Identification, coordination (and documentation) with other agencies, organizations and stakeholders Phase IL Risk Assessment
Foster Morrison will work with the City, HMPC, and key stakeholders to develop the hazard risk assessment. This multi - hazard risk assessment will include all hazards of concern to the City and will use best available data to evaluate the risk and vulnerability from identified hazard that may affect or have historically affected the City of Placentia. Where hazards and risks vary across the planning area, the differences will be noted. The risk assessment will assist the City in understanding and quantifying its risks and vulnerability to identified hazards and will form the basis of the mitigation strategy designed to reduce or eliminate risks and to reduce losses from future hazard events. As part of the updated risk assessment, an evaluation of climate change and its effects on identified hazards will be included. As prescribed by DMA requirements, the risk assessment includes three primary components: 1) hazard identification and profiles; 2) vulnerability assessment; and 3) capability assessment.

Task 4: Assess the Hazard — Hazard Identification and Profiles The first step in assessing the hazard is to identify and profile hazards as they affect the City of Placentia. This will include an evaluation of the hazard history and potential for both the City and region to be affected by various hazards.

Hazards identified in existing plans, studies, and data available from local, state, and federal sources will be consulted.

The 2018 State of California Hazard Mitigation Plan, the Orange County Hazard Mitigation Plan, the City of Placentia General Plan Safety Element, and the City's Emergency Operations Plan (EOP), will be reviewed for their current list of hazards. Hazards to be evaluated for inclusion in this LHMP include: flood -related hazards, earthquake hazards, wildfire hazards, severe weather-related hazards, drought, climate change hazards, man-made and technological, and other hazards of concern to the City.

For each identified hazard, hazard profiles will be developed to include a description of hazards that have or may occur within the City. This profile will include: a description of the hazard and its location and extent; severity and magnitude of the hazard; potential impacts; previous occurrences; hazard frequency, duration, speed of onset, and recurrence interval (probability of future events). Details of historic incidents and quantitative data will be incorporated to the greatest exten possible. The hazards will be mapped and analyzed using GIS (as described further below) and/or other data and methodologies to identify and analyze areas within the City that are at risk and vulnerable to identified hazards.

Deliverables
Ni List of hazards of concern
✓ Hazard identification and profiles section of the plan ✓ GIS mapping and analysis of each mapped hazard
Proposal for City of Placentia
Local Hazard Mitigation Plan
July 2022
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Task 5: Assess the Problem: Vulnerability Assessment
The next step of the risk assessment phase is to conduct a vulnerability assessment to determine the vulnerability of the City to identified priority hazards. The Foster Morrison team will evaluate available data and resources to determine the best approach and methodologies for analyzing community vulnerability to identified hazards of concern. Selected methodologies may include utilizing various loss estimation tools such as GIS mapping and analysis and Hazus (FEMA's loss estimation software) runs to assist in quantifying and portraying the risk from identified hazards to support mitigation strategy development and future community planning decisions.

Identify and Inventory Assets
The vulnerability assessment is designed to evaluate and quantify, where possible, potential hazard -related losses to the City. Critical to this analysis is conducting an inventory of key community assets. Federal, state, local, and community GIS resources, Orange County Assessor's data, and other best available data will be used to develop a comprehensive inventory of assets specific to the City and located in identified hazard areas which will be displayed in area maps and tables as data permits. Technological and infrastructure vulnerabilities will be noted. Photographs of City vulnerabilities will be incorporated as appropriate. It is important to note the goal of using best available existing data where feasible and to supplement as appropriate and necessary. Foster Morrison will work with the City, HMPC and key stakeholders to identify existing City and regional data and analyses. To the extent supported by available data, the following elements will be addressed:
➢ Number, types (by property use), and values of existing parcels and public and private buildings in the City of Placentia and in mapped hazard areas, based on GIS and County Assessor data > Identification of vulnerable populations and underserved populations > Critical facilities, infrastructure, utilities, and services > NFIP repetitive loss structures
> Transportation -related assets
> Communication systems
> Estimates of potential dollar losses per hazard utilizing Hazus or GIS > Economic impact of potential losses
➢ Natural, cultural, and historic resources at risk, including natural and beneficial functions ➢ Land use, development trends, and future development areas in the City and in identified hazard areas Estimate Potential Losses
Once the hazards and assets have been identified, profiled, and located, Foster Morrison will utilize established loss modeling techniques to estimate potential losses for priority hazards. For common hazards, such as earthquake and flood, Foster Morrison can make use of methods from past work, from GIS overlays of hazard and parcel/assessor data, and from FEMA publications and models, specifically Hazus and other recognized methodologies. For hazards with insufficient data or tools for identifying vulnerable assets and estimating losses, other methods will be used to identify those geographical areas and assets most at risk.

Analyze Development Trends
DMA planning requires an analysis of the existing built environment and future development relative to potential hazard impacts. Understanding the current land use, zoning, development trends, and future development plans within a community is a key component of the risk assessment and in identifying risk reduction measures. This will include identification and mapping of existing and proposed land uses and areas identified for future development. Also included will be a detailed accounting of development densities in the identified hazard areas and within the City as well as documentation of anticipated future changes in the City's land use or development. The results of this assessment will provide the City with critical information for developing a sound, forward -thinking mitigation strategy as well as determining where and how to grow in the future.

Proposal for City of Placentia
Local Hazard Mitigation Plan
July 2022
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Capability Assessment
The capability assessment is the final step of the risk assessment. Foster Morrison will conduct a local capability assessment to identify existing technical, financial, and other mitigation capabilities of the City of Placentia. By collecting information about existing capabilities as they relate to hazard mitigation, the City can assess those activities and measures already in place and how well they are working will better inform the community on designing additional and effective mitigation strategies for this LHMP.

Capabilities will be focused on those designed to reduce long-term vulnerability through alignment with core mitigation capabilities and include those detailing: planning and regulatory, administrative and technical, financial, and education and outreach. Examples of capabilities to be inventoried and documented for this LHMP update include:
➢ General plans and other applicable planning documents and studies ➢ Local land use, zoning, and building codes and regulations ➢ Floodplain management plans, studies and ordinances
➢ Emergency operations and response plans, hazard -specific annexes, and mutual aid agreements ➢ Number and types of flood insurance policies
D Stormwater management plans and regulations
D Climate Adaptation efforts
➢ Past mitigation projects and activities conducted throughout the planning area Hazard Prioritization
Following completion of the risk assessment, Foster Morrison will work with the City, HMPC, and key stakeholders to prioritize hazards of significance based on high, medium, and low risk factors. The hazards will be prioritized based on historical data; potential damage to critical infrastructure; potential loss estimates; occurrence data; and probability of location, funding, and mitigation abilities. This final prioritization process is an important element in plan development as it allows the City to focus resources on significant hazards to the community, resulting in a more focused, achievable mitigation strategy for the LHMP. The results of the risk assessment will be presented at HMPC Meeting #2.

Deliverables
✓ Draft of risk assessment section of the plan, including hazard identification and profiles, vulnerability assessment, and capability assessment
✓ GIS and Hazus analysis (as necessary and feasible to supplement existing data) ✓ Maps and tables of hazard areas, community assets, loss estimates and vulnerability analysis, as data permits ✓ Prioritization of identified hazards
✓ Presentation of risk assessment data at HMPC Meeting #2 and Public Meeting #2 (held during the same timeframe) Phase III: Develop Mitigation Strategy (Plan)
The mitigation strategy is ultimately the most important part of the plan. While the risk assessment defines the risks and vulnerability of a planning area, the mitigation strategy contains the mitigation action items and projects that will be implemented over the five-year life of this LHMP to reduce hazard -related losses, make the community more disaster resistant, and to better recover when disasters do occur.

During the mitigation strategy development phase of this LHMP, Foster Morrison will develop a complete plan draft that will: document the mitigation planning process; document the results of the risk assessment; detail plan goals and objectives; and identify and prioritize mitigation actions designed to minimize the effects of hazards on the City of Placentia.

Task 6: Set Goals
Using the results of the risk assessment, Foster Morrison will work with the City, HMPC, and key stakeholders to develop hazard mitigation goals and objectives for the LHMP. The goals and objectives will reflect the community's long-term Proposal for City of Placentia
Local Hazard Mitigation Plan
July 2022
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vision to reduce the risk to people and property within the City and will focus on enhancing overall mitigation capabilities.

Goals and objectives from other City plans and policies (e.g., General Plan, Emergency Operations Plan, watershed/stormwater plans, climate plans), as well as state plans and policies (such as the 2018 State of California and current Orange County Hazard Mitigation Plans), will be compiled and analyzed to ensure consistency with existing programs and other plan goals and objectives. Plan goals and objectives will be developed during Planning Team Meeting #3.

Deliverables
✓ Facilitation of goals and objectives update at HMPC Meeting #3 (held during the same timeframe as HMPC #4) ✓ Review and identification of plan goals and objectives from other community plans and programs ✓ Finalized list of updated plan goals and objectives
Task 7: Review Possible Activities
Once plan goals and objectives have been developed for the City of Placentia, Foster Morrison will work with the City, HMPC, and key stakeholders to identify, analyze, and prioritize a comprehensive range of mitigation actions and projects.

Utilizing the risk assessment and considering other ongoing community mitigation programs policies and plans, mitigation actions will be developed. Close coordination and consideration of these other planning efforts and studies will be critical to the development and implementation of a successful mitigation strategy moving forward that is both reasonable and achievable.

The review and assessment of mitigation actions and projects will occur at HMPC Meeting #4, where a comprehensive range of potential mitigation actions will be identified for each priority hazard designed to reduce hazard impacts and disaster losses and to meet the LHMP goals and objectives. Identified mitigation projects will address the effects of hazards on future development and new structures as well as on existing buildings and infrastructure. In developing mitigation alternatives, this plan will adhere to the model of mitigation activities promoted by DMA and CRS, which classifies mitigation measures into the following six categories: Prevention, Property Protection, Emergency Services, Structural Projects, Natural Resource Protection, and Public Information Programs.

The mitigation actions will be reviewed to ensure best practices and to identify mitigation partnerships where feasible.

The end result of this mitigation planning process will be a list of prioritized hazard mitigation action items that best meet the City of Placentia's needs for hazard damage reduction.

Deliverables
✓ Facilitation and identification of mitigation action alternatives for all hazards ✓ Mitigation action/project identification/prioritization at HMPC Meeting #4 (held during same timeframe as HMPC Meeting #3)
Task 8: Draft an Action Plan: Mitigation Implementation Strategy Upon finalization of goals and objectives and mitigation actions and projects, the City, HMPC, and key stakeholders will develop priority actions for inclusion in the mitigation strategy portion of the plan. A comprehensive, prioritized mitigation strategy is paramount in focusing community resources to reduce City vulnerability to the destructive consequences of hazards and to promote efficient recovery and reconstruction when disasters do occur.

This process will involve using a set of criteria, a "scoring" system, for prioritizing potential mitigation actions and projects to ensure that they: are reasonable and achievable; reflect the priorities of the City and are based on the risk assessment. Fundamental to the prioritization process for mitigation measures are key factors such as life, property, health, and safety protection, as well as qualitative cost benefit considerations and the availability of FEMA or other funding sources for any given project. The STAPLEE approach promoted by FEMA will be used as a framework for Proposal for City of Placentia
Local Hazard Mitigation Plan
July 2022
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developing additional prioritization criteria. The STAPLEE approach analyzes the Social, Technical, Administrative, Political, Legal, Economic, and Environmental feasibility of proposed mitigation actions.

Foster Morrison, will work with the City to develop an implementation strategy plan for each identified mitigation project that will provide information on project implementation, including a description of the project details, risk reduction goals, alternative actions considered, benefit -cost considerations, possible funding sources, project schedule, and responsible agency. The implementation strategy will also include recommendations for implementation and integration with other City planning efforts and programs. The end result will be a mitigation action strategy of prioritized projects for the City of Placentia.

Deliverables
✓ Finalization of prioritized mitigation strategy addressing all mitigation categories ✓ Development of implementation strategy and compilation of Mitigation Action Worksheets completed by the City ✓ Draft of mitigation action strategy portion of the plan Task 8a: Draft Plan
Using state and federal guidance to ensure that all DMA requirements are being met, a complete first draft of the LHMP will be prepared. This will result in a comprehensive LHMP that presents all relevant data and incudes a community profile/demographics, planning process, risk assessment, mitigation strategy implementation plan, and procedures for plan maintenance.

Document the Mitigation Planning Process
The plan development process will be thoroughly documented, including the evaluation of risks and vulnerability of hazards to the City and the process used to identify, analyze, and prioritize the mitigation strategy. A separate planning process narrative and chapter will be developed to document the plan development process, which will include establishing a record of meetings and participation. This chapter will also detail coordination with other agencies and integration with other planning mechanisms as well as the process that will be used to implement and maintain the LHMP.

A detailed description of the public outreach and education strategies implemented for this LHMP will be included and thoroughly documented. A separate planning process appendix will be developed to provide supporting documentation to the process to meet all planning process documentation requirements.

Plan Review and Finalization Process
A complete first draft of the LHMP will be provided to the City, HMPC, and key stakeholders for review and comment.

Comments and revisions will be incorporated into a second public review draft and distributed to the public for review and comment via the City website. All public and private stakeholders will have an opportunity to provide input to the plan, both during the drafting stage and prior to submittal to Cal OES/FEMA. A public meeting will be held to solicit comments on the draft plan prior to submittal to Cal OES/FEMA as described in Task 2 of this Scope of Work. A final HMPC meeting, HMPC Meeting #5, will be held to discuss any public comments and final input into the plan document.

Deliverables
✓ Development and documentation of the mitigation planning process chapter and the planning process appendix to meet DMA documentation requirements
✓ First draft of the LHMP for review by the City, HMPC, and key stakeholders ✓ Second public review draft of the LHMP Update for public review ✓ Facilitation of HMPC Meetings #5 and Public Meeting #3 on the public review draft Plan (held during the same timeframe)
Proposal for City of Placentia
Local Hazard Mitigation Plan
July 2022
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CONSULTING

Phase IV: Plan Maintenance Process
Task 9: Final Plan Submittal and Adoption
Based on feedback from the public meeting and final input during HMPC Meeting #5, a final draft will be developed for submittal to Cal OES and FEMA for preliminary review and approval. Based on this review, requested changes to the draft LHMP will be made to assist with City adoption. Foster Morrison will make all revisions and will work with Cal OES and FEMA to ensure that the LHMP receives approval from Cal OES and FEMA for formal adoption by the City.

The draft and final LHMP, with all supporting materials will be provided in Microsoft Word docx, high resolution pdf, TIFF and JPEG format. Materials will be provided on x6Samsung FIT Plus USB 3.1 drives. In addition ten printed and bound copies will be provided. All records related to the development of the LHMP will be provided to the City at the end of the process along with the hard copies.

Deliverables
✓ Third draft for Cal OES and FEMA submission
✓ Preparation of Cal OES/FEMA plan review tool
✓ Final draft of the LHMP for formal adoption
✓ Adoption documentation
✓ Final Plan delivery to the City of Placentia in accordance with the RFP requirements Task 10: Develop Procedures to Implement, Monitor, and Update the Plan Foster Morrison will work with the City to determine procedures and a schedule for implementing, monitoring, evaluating, and updating the City of Placentia LHMP. The plan maintenance requirements will be developed to ensure the plan is a living document updated annually to reflect new and changing hazards, conditions, and new state and federal requirements. This will include:
> A method and schedule of monitoring, evaluating, and updating the plan, which includes criteria used, responsible office, and process for annual reviews and a formal five-year update. > A process by which the plan will be incorporated into other existing planning mechanisms and requirements such as the City EOP, General Plan, ordinances, fiscal budgets, and other related planning mechanisms. ➢ A discussion of how the City will continue to involve the public in the plan maintenance and update process and documentation of all public involvement activities.

Deliverables
✓ Draft of implementation, monitoring, and update process

7. LHMP Project Schedule
Generally, the LHMP Update process takes 12-18 months, or longer, from project kickoff to plan submittal and approval by Cal OES and FEMA. With a signed contract and a project start date by September 1, 2022, and timely participation by the City, Foster Morrison is prepared to conduct all plan development activities with a plan submittal to Cal OES/FEMA by June 30, 2023. Foster Morrison has completed many projects in the past with similar accelerated timelines. A proposed schedule, including key milestones and HMPC and public meetings in bold, is included below in Table 4. Upon contract award, identified timeframes and overall schedule can be modified to better reflect the needs of the City of Placentia.

Proposal for City of Placentia
Local Hazard Mitigation Plan
July 2022
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Table 4 City of Placentia 2022 - 2023 LHMP Schedule
hase/Task
Sep Oct Nov Dec
Jan
Feb Mar Apr May Jun Jul Aug Sep Oct
hase 1: LHMP Planning Process
Task 1: Organize Resources
HMPC #1 - Kickoff/Public Mtg. #1
Task 2: Public Involvement
Task 3: Coordinate with Other Agencies
hase II: Risk Assessment
Task 4: Assess the Hazard
Task 5: Assess the Problem
Capability Assessment
HMPC #2/Public Mtg. #2
hase : tttgatton trategy
Task 6: Set Goals
Task 7: Review Possible Activities
HMPC #3 & 4
Task 8: Draft an Action Plan
Task 8a: Draft Plan
Draft Plan to City/HMPC
City/HMPC Review and Comments to FM
Public Review Draft to City
Public Review and all final Comments
HMPC #5/Public Mtg #3
Task 9: Final Plan Submittal and Adoption
Plan Submittal to Cal OES/FEMA
FM to make any requested revisions
City Adoption
Final FEMA Approval and LHMP Delivery/Closeout
Task 10: Implement, Monitor and Update
Proposal for City of Placentia
Local Hazard Mitigation Plan
July 2022
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'41.111r!ii°
26 FOSTER MORRISON

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8. Required Proposal Statements
As requested by the RFP, this section provides the required proposal statements.

A. Request for Performance with Proposal Requirements
Foster Morrison has reviewed the project requirements, and other terms and conditions specified in this RFP and agree to adhere to all requirements and terms in full. No Addenda to this RFP were issued as of July 25, 2022. This proposal remains valid for one hundred twenty (120) days.

B. Proprietary Information
Foster Morrison acknowledges that nothing contained in the submitted proposal is considered proprietary.

C. No Substitution of Designated Staff
Foster Morrison assures that the designated project team, including sub -consultants, will be used for this project and that departure or reassignment of, or substitution for, any member of the designated project team or sub-consultant(s) shall not be made without the prior written approval of the City.

D. No Conflict of Interest
Foster Morrison warrants that there are no past, on-going, or potential conflicts of interest that the Project Team may have as a result of performing the work/services included under this RFP for the City of Placentia.

E. No Collusion
Foster Morrison warrants that there has not been any collusion of any nature with other proposing firms in the development and submittal of this proposal.

F. Compliance with Contract Insurance and Indemnification Requirements Foster Morrison has reviewed the contract terms specific to insurance and indemnification in the sample agreement, and agree to adhere to all requirements and terms in full.

9. Exceptions
The Foster Morrison Team has reviewed the project requirements, contract terms, and other terms and conditions specified in this RFP and agree to comply with all terms in full. No exceptions are being requested.

Proposal for City of Placentia
Local Hazard Mitigation Plan
July 2022
27 FOSTER MORRISON

J.;
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Foster Morri S
10298 Boulder Ridge.

Peyton, CO. 80.831
303.717.7171
zvww.foster

AC D

CERTIFICATE OF LIABILITY INSURANCE

DATE (MM/DD/YYYY)
01/05/2023
THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS

CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER, AND THE CERTIFICATE HOLDER.

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

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

PRODUCER
Security First Insurance Agency
7851 S Elati St
Suite 100
Littleton

INSURED
Foster Morrison Consulting Ltd
10298 Boulder Ridge Dr
Peyton

COVERAGES
CO 80120
iN:ONCT Pam Horan
AME:TA
1 PHONE (303)730-2327
L.AIC No. Emil.

ADM$JL S: pam,[email protected]
INSURER A :

INSURER B :

INSURER C:

INSURER D:

INSURER E :

CO 80831-4002 I INSURER F :

CERTIFICATE NUMBER: CL231527103
EIB[IRER(S} AFFORDING COVERAGE
Hartford Underwriters Ins Co
Beazley Insurance Company, Inc.

FAX Noi: (303) 730-2930
REVISION NUMBER:

THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS

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POLICY EFF POLICY EXP
INS() WVD POLICY NUMBER (MM/DD/YYYY) . 101001DDJYYYY) LIMITS INSR '

LTR TYPE OF INSURANCE

X COMMERCIAL GENERAL LIABILITY
A
A

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

POLICY ❑ PRO-
JECT
JECT
OTHER:

AUTOMOBILE LIABILITY
LOC

ANY AUTO
- OWNED SCHEDULED

AUTOS ONLY AUTOS

XHIRED NON -OWNED

AUTOS ONLY AUTOS ONLY

X UMBRELLA LIAB

A - EXCESS LIAB
B
OCCUR

CLAIMS -MADE
DED 1><1. RETENTION S 10,000

WORKERS COMPENSATION

AND EMPLOYERS' LIABILITY

ANY PROPRIETOR/PARTNER/EXECUTIVE
OFFICER/MEMBER EXCLUDED?
(Mandatory in NH)
If yes, describe under
DESCRIPTION OF OPERATIONS below
Professional Liability
Y Y 34SBMAM5R8F 09/25/2022 09/25/2023
34SBMAM5R8F
Y 34SBMAM5R8F
YIN
❑ N/A
V204D3220601

EACH OCCURRENCE
Oriente It7.1'h1Vl W)
PREM ISES•fEa occurrence)
MED EXP (Any one person)

PERSONAL &ADV INJURY

GENERAL AGGREGATE

PRODUCTS - COMP/OP AGG
-I COMSIN ED SINGLE LIMIT
(Ea accident)
BODILY INJURY (Per person)
09/25/2022 09/25/2023 I BODILY INJURY (Per accident)

IPROPERTY DAMAGE
!Per accident)
NAIC #
30104
37540
2,000,000
1,000,000
10,000
2,000,000
4,000,000
4,000,000
09/25/2022 09/25/2023

EACH OCCURRENCE

AGGREGATE
$ 2,000,000
1 STATUTE 1 1 ER
I E.L. EACH ACCIDENT $
1 E.L. DISEASE - EA EMPLOYEE $
EL, DISEASE - POLICY LIMIT $
Each Claim
1,000,000
1,000,000
$2.000.000
09/25/2022 09/25/2023 Aggregate $2,000,000
DESCRIPTION OF OPERATIONS/LOCATIONS /VEHICLES (ACORD 101, Additional Remarks Schedule, may be attached if more space is required) The certificate holder is an additional insured as their interest may appear when required by written contract.

CERTIFICATE HOLDER
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401 East Chapman Ave
Placentia
CA 92870

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SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE

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

AUTHORIZED REPRESENTATIVE
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THE

HARTFORD

BUSINESS LIABILITY COVERAGE FORM
Various provisions in this Policy restrict coverage. Read the entire Policy carefully to determine rights, duties and what is and is not covered.

Throughout this Coverage Part the words "you" and "your" refer to the Named Insured shown in the Declarations. The words "we", "us" and "our" refer to the insurance company shown in the Declarations. "Policy period", as used in this Coverage Part, means the period from the effective date of this Coverage Part to the expiration date of the Coverage Part as stated in the Declarations or the date of cancellation, whichever is earlier.

The word "insured" means any person or organization qualifying as such under Section C. Who Is An Insured.

Other words and phrases that appear in quotation marks have special meaning. Refer to Section F. Liability And Medical Expenses Definitions.

A. COVERAGES

1. Business Liability Coverage (Bodily Injury, Property Damage, Personal And Advertising Injury) Insuring Agreement
a. We will pay those sums that the insured becomes legally obligated to pay as damages because of "bodily injury", "property damage" or "personal and advertising injury" to which this insurance applies. We will have the right and duty to defend the insured against any "suit" seeking those damages. However, we will have no duty to defend the insured against any "suit" seeking damages for "bodily injury', "property damage" or "personal and advertising injury" to which this insurance does not apply.

We may, at our discretion, investigate any "occurrence" or offense and settle any claim or "suit" that may result. But:
(1) The amount we will pay for damages is limited as described in Section D. Liability And Medical Expenses Limits Of Insurance; and
(2) Our right and duty to defend ends when we have used up the applicable limit of insurance in the payment of judgments, settlements or medical expenses to which this insurance applies.

No other obligation or liability to pay sums or perform acts or services is covered unless explicitly provided for under Coverage Extension - Supplementary Payments.
b. This insurance applies:
(1) To "bodily injury" and "property damage" only if:
(a) The "bodily injury" or "property damage" is caused by an "occurrence" that takes place in the "coverage territory";
(b) The "bodily injury" or "property damage" occurs during the policy period; and (c) Prior to the policy period, no insured listed under Paragraph 1. of Section C. Who Is An Insured and no "employee" authorized by you to give or receive notice of an "occurrence" or claim, knew that the "bodily injury" or "property damage" had occurred, in whole or in part. If such a listed insured or authorized "employee" knew, prior to the policy period, that the "bodily injury" or "property damage" occurred, then any continuation, change or resumption of such "bodily injury" or "property damage" during or after the policy period will be deemed to have been known prior to the policy period. (2) To "personal and advertising injury" caused by an offense arising out of your business, but only if the offense was committed in the "coverage territory" during the policy period. c. "Bodily injury" or "property damage" will be deemed to have been known to have occurred at the earliest time when any insured listed under Paragraph 1. of Section C. Who Is An Insured or any "employee" authorized by you to give or receive notice of an "occurrence" or claim:
(1) Reports all, or any part, of the "bodily injury" or "property damage" to us or any other insurer; (2) Receives a written or verbal demand or claim for damages because of the "bodily injury' or "property damage"; or
Form SL 00 00 10 18 Page 1 of 22
© 2018, The Hartford
(May include copyrighted material of Insurance Services Office, Inc., with its permission)

THE

HARTFORD
(3) Becomes aware by any other means that "bodily injury" or "property damage" has occurred or has begun to occur.
d. Damages because of "bodily injury" include damages claimed by any person or organization for care, loss of services or death resulting at any time from the "bodily injury". e. Incidental Medical Malpractice
(1) "Bodily injury' arising out of the rendering of or failure to render professional health care services as a physician, dentist, nurse, emergency medical technician or paramedic shall be deemed to be caused by an "occurrence", but only if:
(a) The physician, dentist, nurse, emergency medical technician or paramedic is employed by you to provide such services; and
(b) You are not engaged in the business or occupation of providing such services. (2) For the purpose of determining the limits of insurance for incidental medical malpractice, any act or omission together with all related acts or omissions in the furnishing of these services to any one person will be considered one "occurrence".

2. Medical Expenses
Insuring Agreement
a. We will pay medical expenses as described below for "bodily injury" caused by an accident:
(1) On premises you own or rent;
(2) On ways next to premises you own or rent; or
(3) Because of your operations;
provided that:
(1) The accident takes place in the "coverage territory" and during the policy period; (2) The expenses are incurred and reported to us within three years of the date of the accident; and (3) The injured person submits to examination, at our expense, by physicians of our choice as often as we reasonably require.
b. We will make these payments regardless of fault. These payments will not exceed the applicable limit of insurance. We will pay reasonable expenses for:
(1) First aid administered at the time of an accident;
(2) Necessary medical, surgical, x-ray and dental services, including prosthetic devices; and (3) Necessary ambulance, hospital, professional nursing and funeral services.

3. Coverage Extension - Supplementary Payments
a. We will pay, with respect to any claim we investigate or settle, or any "suit" against an insured we defend:
(1) All expenses we incur.
(2) Up to $1,000 for the cost of bail bonds required because of accidents or traffic law violations arising out of the use of any vehicle to which Business Liability Coverage for "bodily injury" applies. We do not have to furnish these bonds.

The cost of appeal bonds or bonds to release attachments, but only for bond amounts within the applicable limit of insurance. We do not have to furnish, finance, arrange for, guarantee, or collateralize these bonds, whether the collateralization is characterized as premium or not. (4) All reasonable expenses incurred by the insured at our request to assist us in the investigation or defense of the claim or "suit", including actual loss of earnings up to $500 a day because of time off from work. (5) All court costs taxed against the insured in the "suit". However, such costs do not include attorneys' fees, attorneys' expenses, witness or expert fees, or any other expenses of a party taxed against the insured. (6) Prejudgment interest awarded against the insured on that part of the judgment we pay. If we make an offer to pay the applicable limit of insurance, we will not pay any prejudgment interest based on that period of time after the offer.
(3)
Form SL 00 00 10 18
© 2018, The Hartford
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(7) All interest on the full amount of any judgment that accrues after entry of the judgment and before we have paid, offered to pay, or deposited in court the part of the judgment that is within the applicable limit of insurance.

Any amounts paid under (1) through (7) above will not reduce the Limits of Insurance. b. If we defend an insured against a "suit" and an indemnitee of the insured is also named as a party to the "suit", we will defend that indemnitee if all of the following conditions are met:
(1) The "suit" against the indemnitee seeks damages for which the insured has assumed the liability of the indemnitee in a contract or agreement that is an "insured contract"; (2) This insurance applies to such liability assumed by the insured; (3) The obligation to defend, or the cost of the defense of, that indemnitee, has also been assumed by the insured in the same "insured contract";
(4) The allegations in the "suit" and the information we know about the "occurrence" are such that no conflict appears to exist between the interests of the insured and the interest of the indemnitee; (5) The indemnitee and the insured ask us to conduct and control the defense of that indemnitee against such "suit" and agree that we can assign the same counsel to defend the insured and the indemnitee; and (6) The indemnitee:
(a) Agrees in writing to:
(i) Cooperate with us in the investigation, settlement or defense of the "suit"; (ii) Immediately send us copies of any demands, notices, summonses or legal papers received in connection with the "suit";
(iii) Notify any other insurer whose coverage is available to the indemnitee; and (iv) Cooperate with us with respect to coordinating other applicable insurance available to the indemnitee; and
(b) Provides us with written authorization to:
(i) Obtain records and other information related to the "suit"; and (ii) Conduct and control the defense of the indemnitee in such "suit".

So long as the above conditions are met, attorneys' fees incurred by us in the defense of that indemnitee, necessary litigation expenses incurred by us and necessary litigation expenses incurred by the indemnitee at our request will be paid as Supplementary Payments.

Notwithstanding the provisions of Paragraph 1.b.(b) of Section B. Exclusions, such payments will not be deemed to be damages for "bodily injury" and "property damage" and will not reduce the Limits of Insurance.

Our obligation to defend an insured's indemnitee and to pay for attorneys' fees and necessary litigation expenses as Supplementary Payments ends when:
(1) We have used up the applicable limit of insurance in the payment of judgments or settlements; or (2) The conditions set forth above, or the terms of the agreement described in Paragraph (6) above, are no longer met.

B. EXCLUSIONS

1. Applicable To Business Liability Coverage
This insurance does not apply to:
a. Expected Or Intended Injury
(1) "Bodily injury" or "property damage" expected or intended from the standpoint of the insured. This exclusion does not apply to "bodily injury" or "property damage" resulting from the use of reasonable force to protect persons or property; or
(2) "Personal and advertising injury" arising out of an offense committed by, at the direction of or with the consent or acquiescence of the insured with the expectation of inflicting "personal and advertising injury".

Form SL 00 00 10 18 Page 3 of 22
© 2018, The Hartford
(May include copyrighted material of Insurance Services Office, Inc., with its permission)

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b. Contractual Liability
(1) "Bodily injury" or "property damage"; or
(2) "Personal and advertising injury"
for which the insured is obligated to pay damages by reason of the assumption of liability in a contract or agreement.

This exclusion does not apply to liability for damages because of:
(a) "Bodily injury", "property damage" or "personal and advertising injury" that the insured would have in the absence of the contract or agreement; or
(b) "Bodily injury" or "property damage" assumed in a contract or agreement that is an "insured contract", provided the "bodily injury" or "property damage" occurs subsequent to the execution of the contract or agreement. Solely for the purpose of liability assumed in an "insured contract", reasonable attorneys' fees and necessary litigation expenses incurred by or for a party other than an insured are deemed to be damages because of "bodily injury" or "property damage" provided:
(1) Liability to such party for, or for the cost of, that party's defense has also been assumed in the same "insured contract"; and
(ii) Such attorneys' fees and litigation expenses are for defense of that party against a civil or alternative dispute resolution proceeding in which damages to which this insurance applies are alleged.
c. Liquor Liability
"Bodily injury" or "property damage" for which any insured may be held liable by reason of:
(1) Causing or contributing to the intoxication of any person; (2) The furnishing of alcoholic beverages to a person under the legal drinking age or under the influence of alcohol;
(3) Providing or failing to provide transportation with respect to any person that may be under the influence of alcohol; or
(4) Any statute, ordinance or regulation relating to the sale, gift, distribution or use of alcoholic beverages.

This exclusion applies even if the claims allege negligence or other wrongdoing in the supervision, hiring, employment, training or monitoring of others by an insured, if the "bodily injury" or "property damage" involved that which is described in Paragraph (1), (2), (3) or (4) above.

However, this exclusion applies only if you are in the business of manufacturing, distributing, selling, serving or furnishing alcoholic beverages. For the purposes of this exclusion, permitting a person to bring alcoholic beverages on your premises, for consumption on your premises, whether or not a fee is charged or a license is required for such activity, is not by itself considered the business of selling, serving, or furnishing alcoholic beverages.
d. Workers' Compensation And Similar Laws
Any obligation of the insured under a workers' compensation, disability benefits or unemployment compensation law or any similar law.
e. Employer's Liability
"Bodily injury" to:
(1) An "employee" of the insured arising out of and in the course of:
(a) Employment by the insured; or
(b) Performing duties related to the conduct of the insured's business; or (2) The spouse, child, parent, brother or sister of that "employee" as a consequence of (1) above.

This exclusion applies:
(1) Whether the insured may be liable as an employer or in any other capacity; and (2) To any obligation to share damages with or repay someone else who must pay damages because of the injury.

Form SL 00 00 10 18 Page 4 of 22
© 2018, The Hartford
(May include copyrighted material of Insurance Services Office, Inc., with its permission)

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This exclusion does not apply to liability assumed by the insured under an "insured contract'. f. Pollution
(1) "Bodily injury", "property damage" or "personal and advertising injury" arising out of the actual, alleged or threatened discharge, dispersal, seepage, migration, release or escape of "pollutants":
(a) At or from any premises, site or location which is or was at any time owned or occupied by, or rented or loaned to any insured. However, this paragraph does not apply to:
(i) "Bodily injury" if sustained within a building and caused by smoke, fumes, vapor or soot produced by or originating from equipment that is used to heat, cool or dehumidify the building, or equipment that is used to heat water for personal use, by the building's occupants or their guests; (ii) "Bodily injury" or "property damage" for which you may be held liable, if you are a contractor and the owner or lessee of such premises, site or location has been added to this Coverage Part as an additional insured with respect to your ongoing operations performed for that additional insured at that premises, site or location and such premises, site or location is not and never was owned or occupied by, or rented or loaned to, any insured, other than that additional insured; or (iii) "Bodily injury" or "property damage" arising out of heat, smoke or fumes from a "hostile fire"; (b) At or from any premises, site or location which is or was at any time used by or for any insured or others for the handling, storage, disposal, processing or treatment of waste; (c) Which are or were at any time transported, handled, stored, treated, disposed of, or processed as waste by or for:
(i) Any insured; or
(11) Any person or organization for whom you may be legally responsible; (d) At or from any premises, site or location on which any insured or any contractors or subcontractors working directly or indirectly on any insured's behalf are performing operations if the "pollutants" are brought on or to the premises, site or location in connection with such operations by such insured, contractor or subcontractor. However, this paragraph does not apply to:
(i)
"Bodily injury" or "property damage" arising out of the escape of fuels, lubricants or other operating fluids which are needed to perform the normal electrical, hydraulic or mechanical functions necessary for the operation of "mobile equipment" or its parts, if such fuels, lubricants or other operating fluids escape from a vehicle part designed to hold, store or receive them. This exception does not apply if the "bodily injury" or "property damage" arises out of the intentional discharge, dispersal or release of the fuels, lubricants or other operating fluids, or if such fuels, lubricants or other operating fluids are brought on or to the premises, site or location with the intent that they be discharged, dispersed or released as part of the operations being performed by such insured, contractor or subcontractor;
(ii) "Bodily injury" or "property damage" sustained within a building and caused by the release of gases, fumes or vapors from materials brought into that building in connection with operations being performed by you or on your behalf by a contractor or subcontractor; or (iii) "Bodily injury" or "property damage" arising out of heat, smoke or fumes from a "hostile fire"; or (e) At or from any premises, site or location on which any insured or any contractors or subcontractors working directly or indirectly on any insured's behalf are performing operations if the operations are to test for, monitor, clean up, remove, contain, treat, detoxify or neutralize, or in any way respond to, or assess the effects of, "pollutants".
(2) Any loss, cost or expense arising out of any:
(a) Request, demand, order or statutory or regulatory requirement that any insured or others test for, monitor, clean up, remove, contain, treat, detoxify or neutralize, or in any way respond to, or assess the effects of, "pollutants"; or
(b) Claim or "suit" by or on behalf of a governmental authority for damages because of testing for, monitoring, cleaning up, removing, containing, treating, detoxifying or neutralizing, or in any way responding to, or assessing the effects of, "pollutants".

Form SL 00 00 10 18 Page 5 of 22
© 2018, The Hartford
(May include copyrighted material of Insurance Services Office, Inc., with its permission)

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However, this paragraph does not apply to liability for damages because of "property damage" that the insured would have in the absence of such request, demand, order or statutory or regulatory requirement, or such claim or "suit" by or on behalf of a governmental authority.

Aircraft, Auto Or Watercraft
(1) Unmanned Aircraft
"Bodily injury" or "property damage" arising out of the ownership, maintenance, use or entrustment to others of any aircraft that is an "unmanned aircraft". Use includes operation and "loading or unloading".

This Exclusion g.(1) applies even if the claims against any insured allege negligence or other wrongdoing in the supervision, hiring, employment, training or monitoring of others by that insured, if the "bodily injury" or "property damage" arises out of the ownership, maintenance, use or entrustment to others of any aircraft that is an "unmanned aircraft".
(2) Aircraft (Other Than Unmanned Aircraft), Auto or Watercraft "Bodily injury" or "property damage" arising out of the ownership, maintenance, use or entrustment to others of any aircraft (other than "unmanned aircraft"), "auto" or watercraft owned or operated by or rented or loaned to any insured. Use includes operation and "loading or unloading".

This Exclusion g.(2) applies even if the claims against any insured allege negligence or other wrongdoing in the supervision, hiring, employment, training or monitoring of others by that insured, if the "bodily injury" or "property damage" arises out of the ownership, maintenance, use or entrustment to others of any aircraft (other than "unmanned aircraft"), "auto" or watercraft that is owned or operated by or rented or loaned to any insured.

This Exclusion g.(2) does not apply to:
(a) A watercraft while ashore on premises you own or rent; (b) A watercraft you do not own that is:
(i) Less than 51 feet long; and
(ii) Not being used to carry persons or property for a charge; (c) Parking an "auto" on, or on the ways next to, premises you own or rent, provided the "auto" is not owned by or rented or loaned to you or the insured;
(d) Liability assumed under any "insured contract" for the ownership, maintenance or use of aircraft (other than "unmanned aircraft") or watercraft;
(e) "Bodily injury" or "property damage" arising out of:
(i) The operation of any of the machinery or equipment listed in Paragraph f.(2) or f.(3) of the definition of "mobile equipment"; or
(ii) The operation of machinery or equipment that is attached to, or part of, a land vehicle that would qualify under the definition of "mobile equipment" if it were not subject to a compulsory or financial responsibility law or other motor vehicle insurance or motor vehicle registration law where it is licensed or principally garaged; or
(f) An aircraft (other than "unmanned aircraft") that is not owned by any insured and is hired, chartered or loaned with a paid crew. However, this exception does not apply if the insured has any other insurance for such "bodily injury" or "property damage", whether the other insurance is primary, excess, contingent or on any other basis.
h. Mobile Equipment
"Bodily injury" or "property damage" arising out of:
(1) The transportation of "mobile equipment" by an "auto" owned or operated by or rented or loaned to any insured; or
(2) The use of "mobile equipment" in, or while in practice or preparation for, a prearranged racing, speed or demolition contest or in any stunting activity.

Form SL 00 00 10 18 Page 6 of 22
© 2018, The Hartford
(May include copyrighted material of Insurance Services Office, Inc., with its permission)

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i. War
"Bodily injury", "property damage" or "personal and advertising injury", however caused, arising, directly or indirectly, out of:
(1) War, including undeclared or civil war;
(2) Warlike action by a military force, including action in hindering or defending against an actual or expected attack, by any government, sovereign or other authority using military personnel or other agents; or (3) Insurrection, rebellion, revolution, usurped power, or action taken by governmental authority in hindering or defending against any of these.
j. Professional Services
"Bodily injury", "property damage" or "personal and advertising injury" arising out of the rendering of or failure to render any professional service. This includes but is not limited to:
(1) Legal, accounting or advertising services;
(2) Preparing, approving, or failing to prepare or approve maps, shop drawings, opinions, reports, surveys, field orders, change orders, designs or drawings and specifications; (3) Supervisory, inspection, architectural or engineering activities; (4) Medical, surgical, dental, x-ray or nursing services, treatment, advice or instruction; (5) Any health or therapeutic service treatment, advice or instruction; (6) Any service, treatment, advice or instruction for the purpose of appearance or skin enhancement, hair removal or replacement or personal grooming;
(7) Optical or hearing aid services including the prescribing, preparation, fitting, demonstration or distribution of ophthalmic lenses and similar products or hearing aid devices; (8) Optometry or optometric services including but not limited to examination of the eyes and the prescribing, preparation, fitting, demonstration or distribution of ophthalmic lenses and similar products; (9) Any:
(a) Body piercing (not including ear piercing);
(b) Tattooing, including but not limited to the insertion of pigments into or under the skin; and (c) Similar services;
(10)Pharmaceutical services including but not limited to:
(a) The administering, prescribing, preparing, distributing or compounding of pharmaceutical drugs, vaccinations, immunizations or any of their component parts; (b) The providing of or failure to provide home health care or home infusion products or services; and (c) Advising and consulting customers;
(11)Computer consulting, design or programming services, including web site design.

This exclusion applies even if the claims allege negligence or other wrongdoing in the supervision, hiring, employment, training or monitoring of others by an insured, if the "bodily injury", "property damage", or "personal and advertising injury" arises out of the rendering of or the failure to render any professional service.

Paragraphs (4) and (5) of this exclusion do not apply to the Incidental Medical Malpractice coverage afforded under Paragraph 1.e. in Section A. Coverages.
k. Damage To Property
"Property damage" to:
(1)
Property you own, rent or occupy, including any costs or expenses incurred by you, or any other person, organization or entity, for repair, replacement, enhancement, restoration or maintenance of such property for any reason, including prevention of injury to a person or damage to another's property; (2) Premises you sell, give away or abandon, if the "property damage" arises out of any part of those premises;
Form SL 00 00 10 18
© 2018, The Hartford
(May include copyrighted material of Insurance Services Office, Inc., with its permission)

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(3) Property loaned to you;
(4) Personal property in the care, custody or control of the insured; (5) That particular part of real property on which you or any contractors or subcontractors working directly or indirectly on your behalf are performing operations, if the "property damage" arises out of those operations; or
(6) That particular part of any property that must be restored, repaired or replaced because "your work" was incorrectly performed on it.

Paragraphs (1), (3) and (4) of this exclusion do not apply to "property damage" (other than damage by fire) to premises, including the contents of such premises, rented to you for a period of 7 or fewer consecutive days. A separate limit of insurance applies to Damage To Premises Rented To You as described in Section D. Limits Of Insurance.

Paragraph (2) of this exclusion does not apply if the premises are "your work" and were never occupied, rented or held for rental by you.

Paragraphs (3) and (4) of this exclusion do not apply to the use of elevators.

Paragraphs (3), (4), (5) and (6) of this exclusion do not apply to liability assumed under a sidetrack agreement.

Paragraphs (3) and (4) of this exclusion do not apply to "property damage" to borrowed equipment while not being used to perform operations at a job site.

Paragraph (6) of this exclusion does not apply to "property damage" included in the "products -completed operations hazard".

I. Damage To Your Product
"Property damage" to "your product" arising out of it or any part of it. m. Damage To Your Work
"Property damage" to "your work" arising out of it or any part of it and included in the "products -completed operations hazard".

This exclusion does not apply if the damaged work or the work out of which the damage arises was performed on your behalf by a subcontractor.
n. Damage To Impaired Property Or Property Not Physically Injured "Property damage" to "impaired property" or property that has not been physically injured, arising out of:
(1) A defect, deficiency, inadequacy or dangerous condition in "your product" or "your work"; or (2) A delay or failure by you or anyone acting on your behalf to perform a contract or agreement in accordance with its terms.

This exclusion does not apply to the loss of use of other property arising out of sudden and accidental physical injury to "your product" or "your work" after it has been put to its intended use. o. Recall Of Products, Work Or Impaired Property
Damages claimed for any loss, cost or expense incurred by you or others for the loss of use, withdrawal, recall, inspection, repair, replacement, adjustment, removal or disposal of:
(1) "Your product";
(2) "Your work"; or
(3) "Impaired property";
if such product, work or property is withdrawn or recalled from the market or from use by any person or organization because of a known or suspected defect, deficiency, inadequacy or dangerous condition in it. p. Personal And Advertising Injury
"Personal and advertising injury":
(1) Arising out of oral, written, electronic, or any other manner of publication of material, if done by or at the direction of the insured with knowledge of its falsity; Form SL 00 00 10 18
© 2018, The Hartford
(May include copyrighted material of Insurance Services Office, Inc., with its permission)

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(2) Arising out of oral, written, electronic, or any other manner of publication of material whose first publication took place before the beginning of the policy period; (3) Arising out of a criminal act committed by or at the direction of the insured; (4) Arising out of any breach of contract, except an implied contract to use another's "advertising idea" in your "advertisement";
(5) Arising out of the failure of goods, products or services to conform with any statement of quality or performance made in your "advertisement";
(6) Arising out of the wrong description of the price of goods, products or services; (7) Arising out of:
(a) Any actual or alleged infringement or violation of any intellectual property rights, such as copyright, patent, right of publicity, trademark, trade dress, trade name, trade secret, service mark or other designation of origin or authenticity; or
(b) Any injury or damage alleged in any claim or "suit" that also alleges an infringement or violation of any intellectual property right, whether such allegation of infringement or violation is made against you, or by you or by any other party involved in the claim or "suit", regardless of whether this insurance would otherwise apply.

However, this exclusion does not apply if the only allegation in the claim or "suit" involving any intellectual property right is limited to:
(i) Infringement, in your "advertisement", of:
a. Copyright;
b. Slogan; unless the slogan is also a trademark, trade dress, trade name, service mark or other designation of origin or authenticity; or
c. Title of any literary or artistic work; or
(ii) Copying, in your "advertisement", a person's or organization's "advertising idea" or style of "advertisement".

Paragraph (7)(b)ii above shall not apply to claims or "suits" alleging infringement or violation of trademark, trade dress, trade name, service mark or other designation of origin or authenticity. (8) Arising out of an offense committed by an insured whose business is:
(a) Advertising, broadcasting, publishing or telecasting; (b) Designing or determining content of web sites for others; or (c) An Internet search, access, content or service provider.

However, this exclusion does not apply to Paragraphs a., b. and c. under the definition of "personal and advertising injury" in Section F. Liability And Medical Expenses Definitions.

For the purposes of this exclusion, the placing of frames, borders, or links, or advertising, for you or others anywhere on the Internet, is not by itself, considered the business of advertising, broadcasting, publishing or telecasting;
(9) Arising out of an electronic chat room or bulletin board the insured hosts, owns, or over which the insured exercises control;
(10)Arising out of the unauthorized use of another's name or product in your e-mail address, domain name or metatags, or any other similar tactics to mislead another's potential customers; (11)Arising out of the violation of a person's right of privacy created by any state or federal act.

However, this exclusion does not apply to liability for damages that the insured would have in the absence of such state or federal act;
(12)Arising out of:
(a) Advertising content for others on your web site,
(b) Placing a link to a web site of others on your web site; Form SL 00 00 10 18 Page 9 of 22
© 2018, The Hartford
(May include copyrighted material of Insurance Services Office, Inc., with its permission)

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(c) Content from a web site of others displayed within a frame or border on your web site. Content includes information, code, sounds, text, graphics or images; or (d) Computer code, software or programming used to enable:
(i) Your web site; or
(ii) The presentation or functionality of an "advertisement" or other content on your web site; (13)Arising out of a violation of any anti-trust law;
(14)Arising out of the fluctuation in price or value of any stocks, bonds or other securities; (15)Arising out of any access to or disclosure of any person's or organization's confidential or personal information, including patents, trade secrets, processing methods, customer lists, financial information, credit card information, health information or any other type of nonpublic information.

This exclusion applies even if damages are claimed for notification costs, credit monitoring expenses, forensic expenses, public relations expenses or any other loss, cost or expense incurred by you or others arising out of any access to or disclosure of any person's or organization's confidential or personal information; or
(16)Arising out of the ownership, maintenance, use or entrustment to others of any aircraft that is an "unmanned aircraft". Use includes operation and "loading or unloading".

This exclusion applies even if the claims against any insured allege negligence or other wrongdoing in the supervision, hiring, employment, training or monitoring of others by that insured, if the "personal and advertising injury" arises out of the ownership, maintenance, use or entrustment to others of any aircraft that is an "unmanned aircraft".

However, this exclusion does not apply if the only allegation in the claim or "suit" involves an intellectual property right which is limited to:
(a) Infringement, in your "advertisement", of:
(i) Copyright;
(ii) Slogan; or
(iii) Title of any literary or artistic work; or
(b) Copying, in your "advertisement", a person's or organization's "advertising idea" or style of "advertisement".
q. Access Or Disclosure Of Confidential Or Personal Information And Data -Related Liability (1)
Damages because of "bodily injury" or "property damage" arising out of any access to or disclosure of any person's or organization's confidential or personal information, including patents, trade secrets, processing methods, customer lists, financial information, credit card information, health information or any other type of nonpublic information; or
(2) Damages arising out of the loss of, loss of use of, damage to, corruption of, inability to access, or inability to manipulate "electronic data".

This exclusion applies even if such damages are claimed for notification costs, credit monitoring expenses, forensic expenses, public relations expenses or any other loss, cost or expense incurred by you or others arising out of that which is described in Paragraphs (1) or (2) above.

However, unless Paragraph (1) above applies, this exclusion does not apply to damages because of "bodily injury".
r. Employment -Related Practices
"Bodily injury" or "personal and advertising injury" to:
(1) A person arising out of any:
(a) Refusal to employ that person;
(b) Termination of that person's employment; or
Form SL 00 00 10 18
© 2018, The Hartford
(May include copyrighted material of Insurance Services Office, Inc., with its permission)

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(c) Employment-related practices, policies, acts or omissions, such as coercion, demotion, evaluation, reassignment, discipline, defamation, harassment, humiliation, discrimination, malicious prosecution or false arrest directed at that person; or
(2) The spouse, child, parent, brother or sister of that person as a consequence of "bodily injury" or "personal and advertising injury" to that person at whom any of the employment-related practices described in Paragraphs (a), (b), or (c) above is directed.

This exclusion applies:
(1) Whether the injury -causing event described in Paragraphs (a), (b), or (c) above occurs before employment, during employment or after employment of that person; (2) Whether the insured may be liable as an employer or in any other capacity; and (3) To any obligation to share damages with or repay someone else who must pay damages because of the injury.
s. Asbestos
(1)
(2)
"Bodily injury", "property damage" or "personal and advertising injury" arising out of the "asbestos hazard"
Any damages, judgments, settlements, Toss, costs or expenses that:
(a) May be awarded or incurred by reason of any claim or "suit" alleging actual or threatened injury or damage of any nature or kind to persons or property which would not have occurred in whole or in part but for the "asbestos hazard";
(b) Arise out of any request, demand, order or statutory or regulatory requirement that any insured or others test for, monitor, clean up, remove, encapsulate, contain, treat, detoxify or neutralize or in any way respond to or assess the effects of an "asbestos hazard"; or (c) Arise out of any claim or "suit" for damages because of testing for, monitoring, cleaning up, removing, encapsulating, containing, treating, detoxifying or neutralizing or in any way responding to or assessing the effects of an "asbestos hazard".
t. Recording And Distribution Of Material Or Information In Violation Of Law "Bodily injury", "property damage", or "personal and advertising injury" arising directly or indirectly out of any action or omission that violates or is alleged to violate:
(1) The Telephone Consumer Protection Act (TCPA), including any amendment of or addition to such law; (2) The CAN -SPAM Act of 2003, including any amendment of or addition to such law; (3) The Fair Credit Reporting Act (FCRA), and any amendment of or addition to such law, including the Fair and Accurate Credit Transaction Act (FACTA); or
(4) Any federal, state or local statute, ordinance or regulation, other than the TCPA, CAN -SPAM Act of 2003 or FCRA and their amendments and additions, that addresses, prohibits or limits the printing, dissemination, disposal, collecting, recording, sending, transmitting, communicating or distribution of material or information.

Damage To Premises Rented To You — Exception For Damage By Fire, Lightning Or Explosion Exclusions c. through h. and k. through o. do not apply to damage by fire, lightning or explosion to premises rented to you or temporarily occupied by you with permission of the owner. A separate limit of insurance applies to this coverage as described in Section D. Liability And Medical Expenses Limits Of Insurance.

2. Applicable To Medical Expenses Coverage
We will not pay expenses for "bodily injury":
a. Any Insured
To any insured, except "volunteer workers".
b. Hired Person
To a person hired to do work for or on behalf of any insured or a tenant of any insured.

Form SL 00 00 10 18 Page 11 of 22
© 2018, The Hartford
(May include copyrighted material of Insurance Services Office, Inc., with its permission)

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c. Injury On Normally Occupied Premises
To a person injured on that part of premises you own or rent that the person normally occupies. d. Workers' Compensation And Similar Laws
To a person, whether or not an "employee" of any insured, if benefits for the "bodily injury" are payable or must be provided under a workers' compensation or disability benefits law or a similar law. e. Athletics Activities
To a person injured while practicing, instructing or participating in any physical exercises or games, sports or athletic contests.
f. Products -Completed Operations Hazard
Included with the "products -completed operations hazard". g. Business Liability Exclusions
Excluded under Business Liability Coverage.

C. WHO IS AN INSURED

1. If you are designated in the Declarations as:
a. An individual, you and your spouse are insureds, but only with respect to the conduct of a business, other than that described in b. through e. below, of which you are the sole owner. b. A partnership or joint venture, you are an insured. Your members, your partners, and their spouses are also insureds, but only with respect to the conduct of your business. c. A limited liability company, you are an insured. Your members are also insureds, but only with respect to the conduct of your business. Your managers are insureds, but only with respect to their duties as your managers.
d. An organization other than a partnership, joint venture or limited liability company, you are an insured. Your "executive officers" and directors are insureds, but only with respect to their duties as your officers or directors. Your stockholders are also insureds, but only with respect to their liability as stockholders. e. A trust, you are an insured. Your trustees are also insureds, but only with respect to their duties as trustees.

2. Each of the following is also an insured:
a. Employees And Volunteer Workers
Your "volunteer workers" only while performing duties related to the conduct of your business, or your "employees", other than either your "executive officers" (if you are an organization other than a partnership, joint venture or limited liability company) or your managers (if you are a limited liability company), but only for acts within the scope of their employment by you or while performing duties related to the conduct of your business.

However, none of these "employees" or "volunteer workers" are insureds for:
(1) "Bodily injury" or "personal and advertising injury":
(a) To you, to your partners or members (if you are a partnership or joint venture), to your members (if you are a limited liability company), or to a co -"employee" while in the course of his or her employment or performing duties related to the conduct of your business, or to your other "volunteer workers" while performing duties related to the conduct of your business; (b) To the spouse, child, parent, brother or sister of that co -"employee" or that "volunteer worker" as a consequence of Paragraph (1)(a) above;
(c) For which there is any obligation to share damages with or repay someone else who must pay damages because of the injury described in Paragraphs (1)(a) or (b) above; or (d) Arising out of his or her providing or failing to provide professional health care services.

If you are not in the business of providing professional health care services, Paragraph (d) does not apply to any nurse, emergency medical technician or paramedic employed by you to provide such services. (2) "Property damage" to property:

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(a) Owned, occupied or used by:
(b) Rented to, in the care, custody or control of, or over which physical control is being exercised for any purpose by you, any of your "employees", "volunteer workers", any partner or member (if you are a partnership or joint venture), or any member (if you are a limited liability company). b. Real Estate Manager
Any person (other than your "employee" or "volunteer worker"), or any organization while acting as your real estate manager.
c. Temporary Custodians Of Your Property
Any person or organization having proper temporary custody of your property if you die, but only:
(1) With respect to liability arising out of the maintenance or use of that property; and (2) Until your legal representative has been appointed. d. Legal Representative If You Die
Your legal representative if you die, but only with respect to duties as such. That representative will have all your rights and duties under this insurance.
e. Unnamed Subsidiary
Any subsidiary and subsidiary thereof, of yours which is a legally incorporated entity of which you own a financial interest of more than 50% of the voting stock on the effective date of this Coverage Part.

The insurance afforded herein for any subsidiary not shown in the Declarations as a named insured does not apply to injury or damage with respect to which an insured under this insurance is also an insured under another policy or would be an insured under such policy but for its termination or upon the exhaustion of its limits of insurance.

3. Newly Acquired Or Formed Organization
Any organization you newly acquire or form, other than a partnership, joint venture or limited liability company, and over which you maintain financial interest of more than 50% of the voting stock, will qualify as a Named Insured if there is no other similar insurance available to that organization. However:
a. Coverage under this provision is afforded only until the 180th day after you acquire or form the organization or the end of the policy period, whichever is earlier; and b. Coverage under this provision does not apply to:
(1) "Bodily injury" or "property damage" that occurred; or (2) "Personal and advertising injury" arising out of an offense committed before you acquired or formed the organization.

4. Operator Of Mobile Equipment
With respect to "mobile equipment" any person is an insured while driving such equipment along a public highway with your permission. Any other person or organization responsible for the conduct of such person is also an insured, but only with respect to liability arising out of the operation of the equipment, and only if no other insurance of any kind is available to that person or organization for this liability. However, no person or organization is an insured with respect to:
a. "Bodily injury" to a co -"employee" of the person driving the equipment; or b. "Property damage" to property owned by, rented to, in the charge of or occupied by you or the employer of any person who is an insured under this provision.

5. Operator Of Nonowned Watercraft
With respect to watercraft you do not own that is less than 51 feet Tong and is not being used to carry persons or property for a charge, any person is an insured while operating such watercraft with your permission. Any other person or organization responsible for the conduct of such person is also an insured, but only with respect to liability arising out of the operation of the watercraft, and only if no other insurance of any kind is available to that person or organization for this liability.

However, no person or organization is an insured with respect to:

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a. "Bodily injury" to a co -employee" of the person operating the watercraft; or b. "Property damage" to property owned by, rented to, in the charge of or occupied by you or the employer of any person who is an insured under this provision.

No person or organization is an insured with respect to the conduct of any current or past partnership, joint venture or limited liability company that is not shown as a Named Insured in the Declarations.

D. LIABILITY AND MEDICAL EXPENSES LIMITS OF INSURANCE

1. The Most We Will Pay
The Limits of Insurance shown in the Declarations and the rules below fix the most we will pay regardless of the number of:
a. Insureds;
b. Claims made or "suits" brought; or
c. Persons or organizations making claims or bringing "suits".

2. Aggregate Limits
The most we will pay for:
a. Damages because of "bodily injury" and "property damage" included in the "products -completed operations hazard" is the Products -Completed Operations Aggregate Limit shown in the Declarations. b. Damages because of all other "bodily injury", "property damage" or "personal and advertising injury", including medical expenses, is the General Aggregate Limit shown in the Declarations.

This General Aggregate limit does not apply to "property damage" to premises while rented to you or temporarily occupied by you with permission of the owner, arising out of fire, lightning or explosion.

3. Each Occurrence Limit
Subject to 2.a. or 2.b above, whichever applies, the most we will pay for the sum of all damages because of all "bodily injury", "property damage" and medical expenses arising out of any one "occurrence" is the Liability and Medical Expenses Limit shown in the Declarations.

The most we will pay for all medical expenses because of "bodily injury" sustained by any one person is the Medical Expenses Limit shown in the Declarations.

4. Personal And Advertising Injury Limit
Subject to 2.b. above, the most we will pay for the sum of all damages because of all "personal and advertising injury" sustained by any one person or organization is the Personal and Advertising Injury Limit shown in the Declarations.

5. Damage To Premises Rented To You Limit
The Damage To Premises Rented To You Limit is the most we will pay under Business Liability Coverage for damages because of "property damage" to any one premises, while rented to you, or in the case of damage by fire, lightning or explosion, while rented to you or temporarily occupied by you with permission of the owner.

In the case of damage by fire, lightning or explosion, the Damage to Premises Rented To You Limit applies to all damage proximately caused by the same event, whether such damage results from fire, lightning or explosion or any combination of these.

6. How Limits Apply To Additional Insureds
The most we will pay on behalf of a person or organization who is an additional insured under this Coverage Part is the lesser of:
a. The limits of insurance required in a written contract, written agreement or permit; or b. The Limits of Insurance shown in the Declarations
Such amount shall be a part of and not in addition
described in this Section.

If more than one limit of insurance under this Policy and "suit", the most we will pay under this Policy and the
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coverages applicable to such claim or "suit". However, this paragraph does not apply to the Medical Expenses limit set forth in Paragraph 3. above.

The Limits of Insurance of this Coverage Part apply separately to each consecutive annual period and to any remaining period of less than 12 months, starting with the beginning of the policy period shown in the Declarations, unless the policy period is extended after issuance for an additional period of less than 12 months. In that case, the additional period will be deemed part of the last preceding period for purposes of determining the Limits of Insurance.

E. LIABILITY AND MEDICAL EXPENSES GENERAL CONDITIONS

1. Bankruptcy
Bankruptcy or insolvency of the insured or of the insured's estate will not relieve us of our obligations under this Coverage Part.

2. Duties In The Event Of Occurrence, Offense, Claim Or Suit a. Notice Of Occurrence Or Offense
You or any additional insured under this Coverage Part must see to it that we are notified as soon as practicable of an "occurrence" or an offense which may result in a claim. To the extent possible, notice should include:
(1) How, when and where the "occurrence" or offense took place; (2) The names and addresses of any injured persons and witnesses; and (3) The nature and location of any injury or damage arising out of the "occurrence" or offense. b. Notice Of Claim
If a claim is made or "suit" is brought against any insured, you or any additional insured under this Coverage Part must:
(1) Immediately record the specifics of the claim or "suit" and the date received; and (2) Notify us as soon as practicable.

You or any additional insured under this Coverage Part must see to it that we receive a written notice of the claim or "suit" as soon as practicable.
c. Assistance And Cooperation Of The Insured
You and any other involved insured must:
(1) Immediately send us copies of any demands, notices, summonses or legal papers received in connection with the claim or "suit";
(2) Authorize us to obtain records and other information; (3) Cooperate with us in the investigation, settlement of the claim or defense against the "suit"; and (4) Assist us, upon our request, in the enforcement of any right against any person or organization that may be liable to the insured because of injury or damage to which this insurance may also apply. d. Obligations At The Insured's Own Cost
No insured will, except at that insured's own cost, voluntarily make a payment, assume any obligation, or incur any expense, other than for first aid, without our consent. e. Additional Insured's Other Insurance
If we cover a claim or "suit" under this Coverage Part that may also be covered by other insurance available to an additional insured under this Coverage Part, such additional insured must submit such claim or "suit" to the other insurer for defense and indemnity.

However, this provision does not apply to the extent that you have agreed in a written contract, written agreement or permit that this insurance is primary and non-contributory with such additional insured's own insurance.
f. Knowledge Of An Occurrence, Offense, Claim Or Suit
Paragraphs a. and b. apply to you or to any additional insured under this Coverage Part only when such "occurrence", offense, claim or "suit" is known to:

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(1) You or any additional insured under this Coverage Part that is an individual; (2) Any partner, if you or an additional insured under this Coverage Part is a partnership; (3) Any manager, if you or an additional insured under this Coverage Part is a limited liability company; (4) Any "executive officer or insurance manager, if you or an additional insured under this Coverage Part is a corporation;
(5) Any trustee, if you or an additional insured under this Coverage Part is a trust; or (6) Any elected or appointed official, if you or an additional insured under this Coverage Part is a political subdivision or public entity.

This Paragraph f. applies separately to you and any additional insured under this Coverage Part.

3. Legal action Against Us
No person or organization has a right under this Coverage Part:
a. To join us as a party or otherwise bring us into a "suit" asking for damages from an insured; or b. To sue us on this Coverage Part unless all of its terms have been fully complied with.

A person or organization may sue us to recover on an agreed settlement or on a final judgment against an insured; but we will not be liable for damages that are not payable under the terms of this insurance or that are in excess of the applicable limit of insurance. An agreed settlement means a settlement and release of liability signed by us, the insured and the claimant or the claimant's legal representative.

4. Separation Of Insureds
Except with respect to the Limits of Insurance, and any rights or duties specifically assigned in this Policy to the first Named Insured, this insurance applies:
a. As if each Named Insured were the only Named Insured; and b. Separately to each insured against whom a claim is made or "suit" is brought.

5. Representations
a. When You Accept This Policy
By accepting this Policy, you agree:
(1) The statements in the Declarations are accurate and complete; (2) Those statements are based upon representations you made to us; and (3) We have issued this Policy in reliance upon your representations. b. Unintentional Failure To Disclose Hazards
If unintentionally you should fail to disclose all hazards relating to the conduct of your business at the inception date of this Coverage Part, we shall not deny any coverage under this Coverage Part because of such failure.

6. Other Insurance
If other valid and collectible insurance is available for a loss we cover under this Coverage Part, our obligations are limited as follows:
a. Primary Insurance
This insurance is primary except when b. below applies. If other insurance is also primary, we will share with all that other insurance by the method described in c. below. b. Excess Insurance
This insurance is excess over any of the other insurance, whether primary, excess, contingent or on any other basis:
(1) Your Work
That is Fire, Extended Coverage, Builder's Risk, Installation Risk, Owner Controlled Insurance Program or OCIP, Contractor Controlled Insurance Program or CCIP, Wrap Up Insurance or similar coverage for "your work";
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(2) Premises Rented To You
That is fire, lightning or explosion insurance for premises rented to you or temporarily occupied by you with permission of the owner;
Tenant Liability
That is insurance purchased by you to cover your liability as a tenant for "property damage" to premises rented to you or temporarily occupied by you with permission of the owner; (4) Aircraft, Auto Or Watercraft
If the Toss arises out of the maintenance or use of aircraft, "autos" or watercraft to the extent not subject to Exclusion g. of Section B. Exclusions.

Property Damage To Borrowed Equipment Or Use Of Elevators If the loss arises out of "property damage" to borrowed equipment or the use of elevators to the extent not subject to Exclusion k. of Section B. Exclusions.
(6) When You Are Added As An Additional Insured To Other Insurance That is other insurance available to you covering liability for damages arising out of the premises or operations, or products and completed operations, for which you have been added as an additional insured by that insurance; or
When You Add Others As An Additional Insured To This Insurance That is other insurance available to an additional insured.

However, the following provisions apply to other insurance available to any person or organization who is an additional insured under this Coverage Part:
(a) Primary Insurance When Required By Contract
This insurance is primary if you have agreed in a written contract, written agreement or permit that this insurance be primary. If other insurance is also primary, we will share with all that other insurance by the method described in c. below.
(b) Primary And Non -Contributory To Other Insurance When Required By Contract If you have agreed in a written contract, written agreement or permit that this insurance is primary and non-contributory with the additional insured's own insurance, this insurance is primary and we will not seek contribution from that other insurance.

Paragraphs (a) and (b) do not apply to other insurance to which the additional insured has been added as an additional insured.

When this insurance is excess, we will have no duty under this Coverage Part to defend the insured against any "suit" if any other insurer has a duty to defend the insured against that "suit". If no other insurer defends, we will undertake to do so, but we will be entitled to the insured's rights against all those other insurers.

When this insurance is excess over other insurance, we will pay only our share of the amount of the loss, if any, that exceeds the sum of:
(1) The total amount that all such other insurance would pay for the loss in the absence of this insurance; and
(2) The total of all deductible and self-insured amounts under all that other insurance.

We will share the remaining loss, if any, with any other insurance that is not described in this Excess Insurance provision and was not bought specifically to apply in excess of the Limits of Insurance shown in the Declarations of this Coverage Part.
c. Method Of Sharing
If all the other insurance permits contribution by equal shares, we will follow this method also. Under this approach, each insurer contributes equal amounts until it has paid its applicable limit of insurance or none of the loss remains, whichever comes first.
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If any of the other insurance does not permit contribution by equal shares, we will contribute by limits. Under this method, each insurer's share is based on the ratio of its applicable limit of insurance to the total applicable limits of insurance of all insurers.

7. Transfer Of Rights Of Recovery Against Others To Us
a. Transfer Of Rights Of Recovery
If the insured has rights to recover all or part of any payment, including Supplementary Payments, we have made under this Coverage Part, those rights are transferred to us. The insured must do nothing after loss to impair them. At our request, the insured will bring "suit" or transfer those rights to us and help us enforce them. This condition does not apply to Medical Expenses Coverage. b. Waiver Of Rights Of Recovery (Waiver Of Subrogation) If the insured has waived any rights of recovery against any person or organization for all or part of any payment, including Supplementary Payments, we have made under this Coverage Part, we also waive that right, provided the insured waived their rights of recovery against such person or organization in a contract, agreement or permit that was executed prior to the injury or damage.

F. LIABILITY AND MEDICAL EXPENSES DEFINITIONS

1. "Advertisement" means a notice that is broadcast or published to the general public or specific market segments about your goods, products or services for the purpose of attracting customers or supporters. For the purpose of this definition:
a.
b.

Notices that are published include material placed on the Internet or on communication; and
Regarding web sites, only that part of a web site that is about your goods, purpose of attracting customers or supporters is considered an advertisement.

2. "Advertising idea" means any idea for an "advertisement".

3. "Asbestos hazard" means an exposure or threat of exposure to the actual or alleged properties of asbestos and includes the mere presence of asbestos in any form.

4. "Auto" means:
a. A land motor vehicle, trailer or semi -trailer designed for travel on public roads, including any attached machinery or equipment; or
b. Any other land vehicle that is subject to a compulsory or financial responsibility law or other motor vehicle insurance or motor vehicle registration law where it is licensed or principally garaged.

However, "auto" does not include "mobile equipment".

5. "Bodily injury" means physical:
a. Injury;
b. Sickness; or
c. Disease
sustained by a person and, if arising out of the above, mental anguish or death at any time.

6. "Coverage territory" means:
a. The United States of America (including its territories and possessions), Puerto Rico and Canada; b. International waters or airspace, but only if the injury or damage occurs in the course of travel or transportation between any places included in a. above; c. All other parts of the world if the injury or damage arises out of:
(1) Goods or products made or sold by you in the territory described in a. above; (2) The activities of a person whose home is in the territory described in a. above, but is away for a short time on your business; or
similar electronic means of
products or services for the
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(3) "Personal and advertising injury" offenses that take place through the Internet or similar electronic means of communication.
provided the insured's responsibility to pay damages is determined in the United States of America (including its territories and possessions), Puerto Rico or Canada, in a "suit" on the merits according to the substantive law in such territory, or in a settlement we agree to.

7. "Electronic data" means information, facts or computer programs stored as or on, created or used on, or transmitted to or from computer software (including systems and applications software), on hard or floppy disks, CD-ROMs, tapes, drives, cells, data processing devices or any other repositories of computer software which are used with electronically controlled equipment. The term computer programs, referred to in the foregoing description of "electronic data", means a set of related electronic instructions which direct the operations and functions of a computer or device connected to it, which enable the computer or device to receive, process, store, retrieve or send data.

8. "Employee" includes a "leased worker". "Employee" does not include a "temporary worker".

9. "Executive officer" means a person holding any of the officer positions created by your charter, constitution, by- laws or any other similar governing document.

10. "Hostile fire" means one which becomes uncontrollable or breaks out from where it was intended to be.

11. "Impaired property" means tangible property, other than "your product" or "your work", that cannot be used or is less useful because:
a. It incorporates "your product" or "your work" that is known or thought to be defective, deficient, inadequate or dangerous; or
b. You have failed to fulfill the terms of a contract or agreement; if such property can be restored to use by:
a. The repair, replacement, adjustment or removal of "your product" or "your work"; or b. Your fulfilling the terms of the contract or agreement.

12. "Insured contract" means:
a. A contract for a lease of premises. However, that portion of the contract for a lease of premises that indemnifies any person or organization for damage by fire, lightning or explosion to premises while rented to you or temporarily occupied by you with permission of the owner is subject to the Damage To Premises Rented To You limit described in Section D. Liability And Medical Expenses Limits Of Insurance. b. A sidetrack agreement;
c. Any easement or license agreement, including an easement or license agreement in connection with construction or demolition operations on or within 50 feet of a railroad; d. Any obligation, as required by ordinance, to indemnify a municipality, except in connection with work for a municipality;
e. An elevator maintenance agreement; or
f. That part of any other contract or agreement pertaining to your business (including an indemnification of a municipality in connection with work performed for a municipality) under which you assume the tort liability of another party to pay for "bodily injury" or "property damage" to a third person or organization. Tort liability means a liability that would be imposed by law in the absence of any contract or agreement.

Paragraph f. includes that part of any contract or agreement that indemnifies a railroad for "bodily injury" or "property damage" arising out of construction or demolition operations within 50 feet of any railroad property and affecting any railroad bridge or trestle, tracks, road -beds, tunnel, underpass or crossing.

However, Paragraph f. does not include that part of any contract or agreement:
(1) That indemnifies an architect, engineer or surveyor for injury or damage arising out of:
(a) Preparing, approving or failing to prepare or approve maps, shop drawings, opinions, reports, surveys, field orders, change orders, designs or drawings and specifications; or (b) Giving directions or instructions, or failing to give them, if that is the primary cause of the injury or damage; or
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(2) Under which the insured, if an architect, engineer or surveyor, assumes liability for an injury or damage arising out of the insured's rendering or failure to render professional services, including those listed in (1) above and supervisory, inspection, architectural or engineering activities.

13. "Leased worker" means a person leased to you by a labor leasing firm under an agreement between you and the labor leasing firm, to perform duties related to the conduct of your business. "Leased worker" does not include a "temporary worker".

14. "Loading or unloading" means the handling of property a. After it is moved from the place where it is accepted for movement into or onto an aircraft, watercraft or "auto";
b. While it is in or on an aircraft, watercraft or "auto"; or c. While it is being moved from an aircraft, watercraft or "auto" to the place where it is finally delivered; but "loading or unloading" does not include the movement of property by means of a mechanical device, other than a hand truck, that is not attached to the aircraft, watercraft or "auto".

15. "Mobile equipment" means any of the following types of land vehicles, including any attached machinery or equipment:
a. Bulldozers, farm machinery, forklifts and other vehicles designed for use principally off public roads; b. Vehicles maintained for use solely on or next to premises you own or rent; c. Vehicles that travel on crawler treads;
d. Vehicles, whether self-propelled or not, on which are permanently mounted:
(1) Power cranes, shovels, loaders, diggers or drills; or (2) Road construction or resurfacing equipment such as graders, scrapers or rollers; e. Vehicles not described in a., b., c., or d. above that are not self-propelled and are maintained primarily to provide mobility to permanently attached equipment of the following types:
(1) Air compressors, pumps and generators, including spraying, welding, building cleaning, geophysical exploration, lighting and well servicing equipment; or
(2) Cherry pickers and similar devices used to raise or lower workers; f. Vehicles not described in a., b., c., or d. above maintained primarily for purposes other than the transportation of persons or cargo.

However, self-propelled vehicles with the following types of permanently attached equipment are not "mobile equipment" but will be considered "autos":
(1) Equipment, of at least 1,000 pounds gross vehicle weight, designed primarily for:
(a) Snow removal;
(b) Road maintenance, but not construction or resurfacing; or (c) Street cleaning;
(2) Cherry pickers and similar devices mounted on automobile or truck chassis and used to raise or lower workers; and
(3) Air compressors, pumps and generators, including spraying, welding, building cleaning, geophysical exploration, lighting and well servicing equipment.

However, "mobile equipment" does not include any land vehicle that is subject to a compulsory or financial responsibility law or other motor vehicle insurance or motor vehicle registration law where they are licensed or principally garaged. Land vehicles subject to a compulsory or financial responsibility law or other motor vehicle insurance law or motor vehicle registration law are considered "autos".

16. "Occurrence" means an accident, including continuous or repeated exposure to substantially the same general harmful conditions.

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

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a. False arrest, detention or imprisonment;
b. Malicious prosecution;
c. The wrongful eviction from, wrongful entry into, or invasion of the right of private occupancy of a room, dwelling or premises that a person or organization occupies, committed by or on behalf of its owner, landlord or lessor;
d. Oral, written, electronic, or any other manner of publication of material that slanders or libels a person or organization or disparages a person's or organization's goods, products or services; e. Oral, written, electronic, or any other manner of publication of material that violates a person's right of privacy; f. Copying, in your "advertisement", a person's or organization's "advertising idea" or style of "advertisement"; or g. Infringement of copyright, slogan, or title of any literary or artistic work, in your "advertisement".

18. "Pollutants" means any solid, liquid, gaseous or thermal irritant or contaminant, including smoke, vapor, soot, fumes, acids, alkalis, chemicals and waste. Waste includes materials to be recycled, reconditioned or reclaimed.

19. "Products -completed operations hazard";
a. Includes all "bodily injury" and "property damage" occurring away from premises you own or rent and arising out of "your product" or "your work" except:
(1) Products that are still in your physical possession; or (2) Work that has not yet been completed or abandoned. However, "your work" will be deemed to be completed at the earliest of the following times
(a) When all of the work called for in your contract has been completed. (b) When all of the work to be done at the job site has been completed if your contract calls for work at more than one job site.
(c) When that part of the work done at a job site has been put to its intended use by any person or organization other than another contractor or subcontractor working on the same project.

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

The "bodily injury" or "property damage" must occur away from premises you own or rent, unless your business includes the selling, handling or distribution of "your product" for consumption on premises you own or rent.
b. Does not include "bodily injury" or "property damage" arising out of:
(1) The transportation of property, unless the injury or damage arises out of a condition in or on a vehicle not owned or operated by you, and that condition was created by the "loading or unloading" of that vehicle by any insured; or
(2) The existence of tools, uninstalled equipment or abandoned or unused materials.

20. "Property damage" means:
a. Physical injury to tangible property, including all resulting loss of use of that property. All such loss of use shall be deemed to occur at the time of the physical injury that caused it; or b. Loss of use of tangible property that is not physically injured. All such Toss of use shall be deemed to occur at the time of "occurrence" that caused it.

As used in this definition, "electronic data" is not tangible property.

21. "Suit" means a civil proceeding in which damages because of "bodily injury", "property damage" or "personal and advertising injury" to which this insurance applies are alleged. "Suit" includes:
a. An arbitration proceeding in which such damages are claimed and to which the insured must submit or does submit with our consent; or
b. Any other alternative dispute resolution proceeding in which such damages are claimed and to which the insured submits with our consent.

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22. "Temporary worker" means a person who is furnished to you to substitute for a permanent "employee" on leave or to meet seasonal or short-term workload conditions.

23. "Unmanned aircraft" means an aircraft that is not:
a. Designed;
b. Manufactured; or
c. Modified after manufacture;
to be controlled directly by a person from within or on the aircraft.

24. "Volunteer worker" means a person who:
a. Is not your "employee";
b. Donates his or her work;
c. Acts at the direction of and within the scope of duties determined by you; and d. Is not paid a fee, salary or other compensation by you or anyone else for their work performed for you.

25. "Your product":
a. Means:
(1) Any goods or products, other than real property, manufactured, sold, handled, distributed or disposed of by:
(a) You;
(b) Others trading under your name; or
(c) A person or organization whose business or assets you have acquired; and (2) Containers (other than vehicles), materials, parts or equipment furnished in connection with such goods or products.
b. Includes:
(1) Warranties or representations made at any time with respect to the fitness, quality, durability, performance or use of "your product"; and
(2) The providing of or failure to provide warnings or instructions. c. Does not include vending machines or other property rented to or located for the use of others but not sold.

26. "Your work":
a. Means:
(1) Work or operations performed by you or on your behalf; and (2) Materials, parts or equipment furnished in connection with such work or operations. b. Includes:
(1) Warranties or representations made at any time with respect to the fitness, quality, durability, performance or use of "your work"; and
(2) The providing of or failure to provide warnings or instructions.

Form SL 00 00 10 18 Page 22 of 22
© 2018, The Hartford
(May include copyrighted material of Insurance Services Office, Inc., with its permission)

THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY.

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BLANKET ADDITIONAL INSURED BY CONTRACT - UMBRELLA
This endorsement modifies insurance provided under the following.

UMBRELLA LIABILITY SUPPLEMENTAL POLICY
Except as otherwise stated in this endorsement, the terms and conditions of the Supplemental Policy apply.

A. The following is added to Paragraph 2. of Section C. WHO IS AN INSURED:
a. Any person or organization when you have agreed, because of a written contract or written agreement, or when required by a written permit issued by a state or governmental agency or subdivision or political subdivision, to provide insurance such as is afforded under this Supplemental Policy, but only with respect to your operations performed by you or on your behalf, "your work" or facilities owned or used by you.

This provision does not apply:
(1) Unless the written contract or written agreement has been executed, or the permit has been issued, prior to the "bodily injury," "property damage," or "personal and advertising injury"; (2) Unless the limits of liability specified in such written contract, written agreement or permit are greater than the limits of liability provided by the "underlying insurance''; and (3) Beyond the period of time required by the written contract, written agreement or permit; However, no such person or organization is an "insured" under this provision if such person or organization qualifies as an "insured" by any other provision of this Supplemental Policy. b. With respect to the insurance afforded to the persons or organizations qualifying as an "insured" in Paragraph a. above, the following additional exclusion applies:
(1) This insurance does not apply to "bodily injury", "property damage" or "personal and advertising injury" arising out of the rendering of or the failure to render any professional services, including:
(a) The preparing, approving, or failure to prepare or approve, maps, shop drawings, opinions, reports, surveys, field orders, change orders, designs or drawings and specifications; or (b) Supervisory, surveying, inspection, architectural or engineering activities.

This exclusion applies even if the claims allege negligence or other wrongdoing in the supervision, hiring, employment, training or monitoring of others by an "insured", if the "bodily injury", "property damage", or "personal and advertising injury" arises out of the rendering of or the failure to render any professional service.
c. The insurance afforded to such "insured" will not be broader than that which you are required by the contract, agreement or permit to provide for such "insured".
d. The insurance afforded to such "insured" only applies to the extent permitted by law.

Form SU 00 02 10 18 Page 1 of 1
© 2018, The Hartford
(May include copyrighted material of Insurance Services Office, Inc., with its permission)

THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY.

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HARTFORD

BLANKET ADDITIONAL INSURED BY CONTRACT
This endorsement modifies insurance provided under the following:

BUSINESS LIABILITY COVERAGE FORM
Except as otherwise stated in this endorsement, the terms and conditions of the Policy apply.

A. The following is added to Section C. WHO IS AN INSURED:

Additional Insureds When Required By Written Contract, Written Agreement Or Permit The person(s) or organization(s) identified in Paragraphs a. through f. below are additional insureds when you have agreed, in a written contract or written agreement, or when required by a written permit issued by a state or governmental agency or subdivision or political subdivision that such person or organization be added as an additional insured on your Coverage Part, provided the injury or damage occurs subsequent to the execution of the contract or agreement, or the issuance of the permit.

A person or organization is an additional insured under this provision only for that period of time required by the contract, agreement or permit.

However, no such person or organization is an additional insured under this provision if such person or organization is included as an additional insured by any other endorsement issued by us and made a part of this Coverage Part.

The insurance afforded to such additional insured will not be broader than that which you are required by the contract, agreement, or permit to provide for such additional insured.

The insurance afforded to such additional insured only applies to the extent permitted by law.

The limits of insurance that apply to additional insureds are described in Section D. LIABILITY AND MEDICAL EXPENSES LIMITS OF INSURANCE. How this insurance applies when other insurance is available to an additional insured is described in the Other Insurance Condition in Section E. LIABILITY AND MEDICAL EXPENSES GENERAL CONDITIONS.
a. Vendors
Any person(s) or organization(s) (referred to below as vendor), but only with respect to "bodily injury" or "property damage" arising out of "your products" which are distributed or sold in the regular course of the vendor's business and only if this Coverage Part provides coverage for "bodily injury" or "property damage" included within the "products -completed operations hazard".
(1) The insurance afforded to the vendor is subject to the following additional exclusions:

This insurance does not apply to:
(a) "Bodily injury" or "property damage" for which the vendor is obligated to pay damages by reason of the assumption of liability in a contract or agreement. This exclusion does not apply to liability for damages that the vendor would have in the absence of the contract or agreement; (b) Any express warranty unauthorized by you;
(c) Any physical or chemical change in the product made intentionally by the vendor; (d) Repackaging, except when unpacked solely for the purpose of inspection, demonstration, testing, or the substitution of parts under instructions from the manufacturer, and then repackaged in the original container;
(e) Any failure to make such inspections, adjustments, tests or servicing as the vendor has agreed to make or normally undertakes to make in the usual course of business, in connection with the distribution or sale of the products;
(f) Demonstration, installation, servicing or repair operations, except such operations performed at the vendor's premises in connection with the sale of the product; (g) Products which, after distribution or sale by you, have been labeled or relabeled or used as a container, part or ingredient of any other thing or substance by or for the vendor; or Form SL 30 32 10 18 Page 1 of 3
© 2018, The Hartford
(May include copyrighted material of Insurance Services Office, Inc., with its permission)

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(h) "Bodily injury" or "property damage" arising out of the sole negligence of the vendor for its own acts or omissions or those of its employees or anyone else acting on its behalf. However, this exclusion does not apply to:
(i) The exceptions contained in Paragraphs (d) or (f); or (ii) Such inspections, adjustments, tests or servicing as the vendor has agreed to make or normally undertakes to make in the usual course of business, in connection with the distribution or sale of the products.
(2) This insurance does not apply to any insured person or organization from whom you have acquired such products, or any ingredient, part or container, entering into, accompanying or containing such products. b. Lessors Of Equipment
(1) Any person or organization from whom you lease equipment; but only with respect to their liability for "bodily injury", "property damage" or "personal and advertising injury" caused, in whole or in part, by your maintenance, operation or use of equipment leased to you by such person or organization. (2) With respect to the insurance afforded to these additional insureds, this insurance does not apply to any "occurrence" which takes place after you cease to lease that equipment. c. Lessors Of Land Or Premises
(1) Any person or organization from whom you lease land or premises, but only with respect to liability arising out of the ownership, maintenance or use of that part of the land or premises leased to you. (2) With respect to the insurance afforded to these additional insureds, this insurance does not apply to:
(a) Any "occurrence" which takes place after you cease to lease that land or be a tenant in that premises; or (b) Structural alterations, new construction or demolition operations performed by or on behalf of such person or organization.
d. Architects, Engineers Or Surveyors
(1) Any architect, engineer, or surveyor, but only with respect to liability for "bodily injury", "property damage" or "personal and advertising injury" caused, in whole or in part, by your acts or omissions or the acts or omissions of those acting on your behalf:
(a) In connection with your premises; or
(b) In the performance of your ongoing operations performed by you or on your behalf. (2) With respect to the insurance afforded to these additional insureds, the following additional exclusion applies:
(a) This insurance does not apply to "bodily injury", "property damage" or "personal and advertising injury" arising out of the rendering of or the failure to render any professional services, including:
(i) The preparing, approving, or failure to prepare or approve, maps, shop drawings, opinions, reports, surveys, field orders, change orders, designs or drawings and specifications; or (ii) Supervisory, surveying, inspection, architectural or engineering activities.

This exclusion applies even if the claims allege negligence or other wrongdoing in the supervision, hiring, employment, training or monitoring of others by an insured, if the "bodily injury", "property damage", or "personal and advertising injury" arises out of the rendering of or the failure to render any professional service.
(b) This insurance does not apply to "bodily injury" or "property damage" included within the "products - completed operations hazard".
e. State Or Governmental Agency Or Subdivision Or Political Subdivision Issuing Permit (1) Any state or governmental agency or subdivision or political subdivision, but only with respect to operations performed by you or on your behalf for which the state or governmental agency or subdivision or political subdivision has issued a permit.
(2) With respect to the insurance afforded to these additional insureds, this insurance does not apply to:
(a) "Bodily injury", "property damage" or "personal and advertising injury" arising out of operations performed for the federal government, state or municipality; or
Form SL 30 32 10 18 Page 2 of 3
© 2018, The Hartford
(May include copyrighted material of Insurance Services Office, Inc., with its permission)

THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY.

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(b) "Bodily injury" or "property damage" included within the "products -completed operations hazard". f. Any Other Party
(1) Any other person or organization who is not in one of the categories or classes listed above in Paragraphs a. through e. above, but only with respect to liability for "bodily injury", "property damage" or "personal and advertising injury" caused, in whole or in part, by your acts or omissions or the acts or omissions of those acting on your behalf:
(a) In the performance of your ongoing operations performed by you or on your behalf; (b) In connection with your premises owned by or rented to you; or (c) In connection with "your work" and included within the "products -completed operations hazard", but only if:
(i) The written contract, written agreement or permit requires you to provide such coverage to such additional insured; and
(ii) This Coverage Part provides coverage for "bodily injury" or "property damage" included within the "products -completed operations hazard".
(2) With respect to the insurance afforded to these additional insureds, the following additional exclusion applies:

This insurance does not apply to "bodily injury", "property damage" or "personal and advertising injury" arising out of the rendering of, or the failure to render, any professional architectural, engineering or surveying services, including:
(a) The preparing, approving, or failure to prepare or approve, maps, shop drawings, opinions, reports, surveys, field orders, change orders, designs or drawings and specifications; or (b) Supervisory, surveying, inspection, architectural or engineering activities.

This exclusion applies even if the claims allege negligence or other wrongdoing in the supervision, hiring, employment, training or monitoring of others by an insured, if the "bodily injury", "property damage", or "personal and advertising injury" arises out of the rendering of or the failure to render any professional service described in Paragraphs f.(2)(a) or f.(2)(b) above.

Form SL 30 32 10 18 Page 3 of 3
© 2018, The Hartford
(May include copyrighted material of Insurance Services Office, Inc., with its permission)

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UMBRELLA LIABILITY SUPPLEMENTAL POLICY
In this Supplemental Policy the words "you" and "your" refer to the Named Insured first shown in the Supplemental Policy Declarations and any other person or organization qualifying as a Named Insured under this Supplemental Policy. The words "we", "us" and "our" refer to the insurance company shown in the Supplemental Policy Declarations.

Other words and phrases that appear in quotation marks also have special meanings. Refer to Section F. DEFINITIONS.

IN RETURN FOR THE PAYMENT OF THE PREMIUM and in reliance upon the statements in the Supplemental Policy Declarations made a part hereof, and subject to all of the terms of this Supplemental Policy we agree with you as follows:

A. COVERAGES

1. Umbrella Liability Insurance
Insuring Agreement
a. We will pay those sums that the "insured" becomes legally obligated to pay as "damages" in excess of the "underlying insurance or of the "self-insured retention" when no "underlying insurance" applies, because of "bodily injury", "property damage" or "personal and advertising injury" to which this insurance applies caused by an "occurrence". But, the amount we will pay as "damages" is limited as described in Section D. LIMITS OF INSURANCE.

No other obligation or liability to pay sums or perform acts or services is covered unless explicitly provided for under Section B. INVESTIGATION, DEFENSE, SETTLEMENT.
b. This insurance applies to "bodily injury", "property damage" or "personal and advertising injury" only if:
(1) The "bodily injury" or "property damage" occurs during the "policy period", or the "personal and advertising injury" is caused by an offense committed during the "policy period"; and (2) Prior to the "policy period", no "insured" listed under Paragraph 1. of Section C. WHO IS AN INSURED and no "employee" authorized by you to give or receive notice of an "occurrence" or claim, knew that the "bodily injury" or "property damage" had occurred, in whole or in part. If such a listed "insured" or authorized "employee" knew, prior to the "policy period", that the "bodily injury" or "property damage" occurred, then any continuation, change or resumption of such "bodily injury" or "property damage" during or after the "policy period" will be deemed to have been known prior to the "policy period". c. "Bodily injury" or "property damage" will be deemed to have been known to have occurred at the earliest time when any "insured" listed under Paragraph 1. of Section C. WHO IS AN INSURED or any "employee" authorized by you to give or receive notice of an "occurrence" or claim:
(1) Reports all, or any part, of the "bodily injury" or "property damage" to us or any other insurer; (2) Receives a written or verbal demand or claim for "damages" because of the "bodily injury" or "property damage"; or
(3) Becomes aware by any other means that "bodily injury" or "property damage" has occurred or has begun to occur.

2. Exclusions
This Supplemental Policy does not apply to:
a. Pollution
Any obligation:
(1) To pay for the cost of investigation, defense or settlement of any claim or "suit" against any "insured" alleging actual or threatened injury or damage of any nature or kind to persons or property which arises out of or would not have occurred but for the "pollution hazard"; or (2) To pay any "damages", judgments, settlements, Toss, costs or expenses that may be awarded or incurred:
(a) By reason of any such claim or "suit" or any such injury or damage; or (b) In complying with any action authorized by law and relating to such injury or damage.

Form SU 00 00 12 19 Page 1 of 18
© 2019, The Hartford
(May include copyrighted material of Insurance Services Office, Inc., with its permission)

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EXCEPTION
This exclusion does not apply:
(a) To "bodily injury" to any of your "employees" arising out of and in the course of their employment by you; or
(b) To injury or damage as to which valid and collectible "underlying insurance" with at least the minimum limits shown in the Extension Schedule Of Underlying Insurance is in force and applicable to the "occurrence". In such event, any coverage afforded by this Supplemental Policy for the "occurrence" will be subject to the pollution exclusions of the "underlying insurance" and to the conditions, limits and other provisions of this Supplemental Policy. But, in the event that such valid and collectable "underlying insurance" is not maintained with limits of liability as set forth in the Extension Schedule Of Underlying Insurance, this Exception (b) does not apply. (c) Exception (b) also does not apply to "bodily injury" or "property damage" arising out of the actual, alleged or threatened discharge, dispersal, seepage, migration, release or escape of "pollutants":
(i) That are, or that are contained in any property that is:
(aa) Being transported or towed by, or handled for movement into, onto or from, any "auto"; (bb) Otherwise in the course of transit by or on behalf of the "insured"; or (cc) Being stored, disposed of, treated or processed in or upon any "auto"; (ii) Before the "pollutants" or any property in which the "pollutants" are contained are moved from the place where they are accepted by the "insured" for movement into or onto any "auto"; or (iii) After the "pollutants" or any property in which the "pollutants" are contained are moved from any "auto" to the place where they are finally delivered, disposed of or abandoned by the "insured". (d) Paragraph (i) above does not apply to fuels, lubricants, fluids, exhaust gases or other similar "pollutants" that are needed for or result from the normal electrical, hydraulic or mechanical functioning of an "auto", covered by the "underlying insurance" or its parts, if:
(i) The "pollutants" escape, seep, migrate, or are discharged or released directly from an "auto" part designed by its manufacturer to hold, store, receive or dispose of such "pollutants"; and (ii) The "bodily injury", "property damage" or "covered pollution cost or expense" does not arise out of the operation of any equipment listed in Paragraphs f.(2) or f.(3). of the definition of "mobile equipment".
(e) Paragraphs (c)(ii) and (c)(iii) above do not apply to "accidents" that occur away from premises owned by or rented to an "insured" with respect to "pollutants" not in or upon an "auto" covered by the "underlying insurance" if:
(i) The "pollutants" or any property in which the "pollutants" are contained are upset, overturned or damaged as a result of the maintenance or use of the "auto"; and (ii) The discharge, dispersal, seepage, migration, release or escape of the "pollutants" is caused directly by such upset, overturn or damage.
b. Workers' Compensation And Similar Laws
Any obligation of the "insured" under a workers' compensation, disability benefits or unemployment compensation law or any similar law.
c. Contractual Liability
Liability assumed by the "insured" under any contract or agreement with respect to an "occurrence" taking place before the contract or agreement is executed.
d. Personal And Advertising Injury
"Personal and advertising injury".
(1) EXCEPTION
This exclusion does not apply to the extent that coverage for such "personal and advertising injury" is provided by "underlying insurance", but in no event shall any "personal and advertising injury" coverage Form SU 00 00 12 19 Page 2 of 18
© 2019, The Hartford
(May include copyrighted material of Insurance Services Office, Inc., with its permission)

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provided under this Supplemental Policy apply to any claim or "suit" to which "underlying insurance" does not apply. This EXCEPTION applies only to the extent that such coverage provided by the "underlying insurance" is maintained having limits as set forth in the Schedule Of Underlying Insurance.

When this EXCEPTION applies, the insurance provided under this Supplemental Policy for "personal and advertising injury" will follow the same provisions, exclusions and limitations that are contained in the applicable "underlying insurance", unless otherwise directed by this insurance.

This EXCEPTION does not apply to:
(a) Aircraft (Unmanned Aircraft)
"Personal and advertising injury" arising out of the ownership, maintenance, use or entrustment to others of any aircraft that is an "unmanned aircraft'. Use includes operation and "loading or unloading".

This exclusion applies even if the claims against any "insured" allege negligence or other wrongdoing in the supervision, hiring, employment, training or monitoring of others by that "insured", if the "personal and advertising injury" arises out of the ownership, maintenance, use or entrustment to others of any aircraft that is an "unmanned aircraft".

However, this Paragraph (a) does not apply if the only allegation in the claim or "suit" involves an intellectual property right which is limited to:
(i)
Infringement, in your "advertisement", of:
(aa) Copyright;
(bb) Slogan; or
(cc) Title of any literary or artistic work; or
(ii) Copying, in your "advertisement", a person's or organization's "advertising idea" or style of "advertisement"; or
(b) Access Or Disclosure Of Confidential Or Personal Information "Personal and advertising injury" arising out of any access to or disclosure of any person's or organization's confidential or personal information, including patents, trade secrets, processing methods, customer lists, financial information, credit card information, health information or any other type of nonpublic information.

This exclusion applies even if damages are claimed for notification costs, credit monitoring expenses, forensic expenses, public relations expenses or any other loss, cost or expense incurred by you or others arising out of any access to or disclosure of any person's or organization's confidential or personal information.
e. Underlying Insurance
The amount of any injury or damage:
(1) Covered by "underlying insurance" but for any defense which any underlying insurer may assert because of the "insured's" failure to comply with any condition of its coverage part, policy, or endorsement; or (2) For which damages would have been payable by "underlying insurance" but for the actual or alleged insolvency or financial impairment of an underlying insurer. f. Aircraft (Other Than Unmanned Aircraft)
(1) "Bodily injury" or "property damage" arising out of the ownership, operation, maintenance, use, entrustment to others, or "loading or unloading" of any aircraft (other than "unmanned aircraft"):
(a) Owned by any "insured"; or
(b) Chartered or loaned to any "insured".

This exclusion applies even if the claims allege negligence or other wrongdoing in the supervision, hiring, employment, training or monitoring of others by an "insured", if the "bodily injury" or "property damage" arises out of the ownership, maintenance, use or entrustment to others of any aircraft (other than "unmanned aircraft") that is owned or operated by or rented or loaned to any "insured".

Form SU 00 00 12 19 Page 3of18
© 2019, The Hartford
(May include copyrighted material of Insurance Services Office, Inc., with its permission)

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(2) This exclusion does not apply to aircraft (other than "unmanned aircraft") that is:
(a) Hired, chartered or loaned with a paid crew; but
(b) Not owned by any "insured".
(3) This exclusion does not apply to "bodily injury" to any of your "employees" arising out of and in the course of their employment by you.

Aircraft (Unmanned Aircraft)
"Bodily injury" or "property damage" arising out of the ownership, maintenance, use or entrustment to others of any aircraft that is an "unmanned aircraft". Use includes operation and "loading or unloading".

This exclusion applies even if the claims against any "insured" allege negligence or other wrongdoing in the supervision, hiring, employment, training or monitoring of others by that "insured", if the "bodily injury" or "property damage" arises out of the ownership, maintenance, use or entrustment to others of any aircraft that is an "unmanned aircraft".
h. Watercraft
"Bodily injury" or "property damage" arising out of the ownership, operation, maintenance, use, entrustment to others, "loading or unloading" of any watercraft.

This exclusion applies even if the claims allege negligence or other wrongdoing in the supervision, hiring, employment, training or monitoring of others by an "insured", if the "bodily injury" or "property damage" arises out of the ownership, maintenance, use or entrustment to others, of any watercraft that is owned or operated by or rented or loaned to, any "insured".

This exclusion does not apply to:
(1) Watercraft you do not own that is:
(a) Less than 51 feet long; and
(b) Not being used to carry persons or property for a charge; (2) "Bodily injury" to any of your "employees" arising out of and in the course of their employment by you; or (3) Any watercraft while ashore on premises owned by, rented to or controlled by you. i. War
Any injury or damage, however caused, arising, directly or indirectly, out of:
(1) War, including undeclared or civil war;
(2) Warlike action by a military force, including action in hindering or defending against an actual or expected attack by any government, sovereign or other authority using military personnel or other agents; or (3) Insurrection, rebellion, revolution, usurped power, or action taken by governmental authority in hindering or defending against any of these.
j. Damage To Property
"Property damage" to property you own.
k. Damage To Your Product
"Property damage" to "your product" arising out of it or any part of it.

I. Damage To Your Work
"Property damage" to "your work" arising out of it or any part of it and included in the "products -completed operations hazard".

This exclusion does not apply if the damaged work or the work out of which the damage arises was performed on your behalf by a subcontractor.
m. Damage To Impaired Property Or Property Not Physically Injured "Property damage" to "impaired property" or property that has not been physically injured arising out of:
(1) A defect, deficiency, inadequacy or dangerous condition in "your product" or "your work"; or (2) A delay or failure by you or anyone acting on your behalf to perform a contract or agreement in accordance with its terms.

Form SU 00 00 12 19 Page 4of18
© 2019, The Hartford
(May include copyrighted material of Insurance Services Office, Inc., with its permission)

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This exclusion does not apply to the loss of use of other property arising out of sudden and accidental physical injury to "your product" or "your work" after it has been put to its intended use. n. Recall Of Products, Work Or Impaired Property
Damages claimed for any Toss, cost or expense incurred by you or others for the loss of use, withdrawal, recall, inspection, repair, replacement, adjustment, removal or disposal of:
(1) "Your product";
(2) "Your work"; or
(3) "Impaired property";
if such product, work or property is withdrawn or recalled from the market or from use by any person or organization because of a known or suspected defect, deficiency, inadequacy or dangerous condition in it. o. Expected Or Intended
"Bodily injury" or "property damage" expected or intended from the standpoint of the "insured".

This exclusion does not apply to "bodily injury" or "property damage" resulting from the use of reasonable force to protect persons or property.
p. Employer's Liability
"Bodily injury" to:
(1) An "employee" of the "insured" arising out of and in the course of:
(a) Employment by the "insured"; or
(b) Performing duties related to the conduct
of the "insured's" business; or
(2) The spouse, child, parent, brother or sister of that "employee" as a consequence of Paragraph (1) above.

This exclusion applies whether the "insured" may be liable as an employer or in any other capacity, and to any obligation to share damages with or repay someone else who must pay damages because of the injury.

EXCEPTIONS:

This exclusion does not apply to liability assumed by the "insured" under an "insured contract".

With respect to injury arising out of an "auto" covered under the applicable "underlying insurance," this exclusion does not apply to "bodily injury" to domestic "employees" not entitled to workers' compensation benefits. For the purposes of this exclusion, a domestic "employee" is a person engaged in household or domestic work performed principally in connection with a residence premises.

This exclusion does not apply to the extent that valid "underlying insurance" for the employer's liability risks described above exists or would have existed but for the exhaustion of underlying limits for "bodily injury".

To the extent this exclusion does not apply, the insurance provided under this Supplemental Policy for the employer's liability risks described above will follow the same provisions, exclusions and limitations that are contained in the applicable "underlying insurance", unless otherwise directed by this insurance. q. Property Damage To Employee's Property
With respect to coverage afforded any of your "employees", "property damage" to property owned or occupied by or rented or loaned to:
(1) That "employee";
(2) Any of your other "employees";
(3) Any of your partners or members (if you are a partnership or joint venture); or (4) Any of your members (if you are a limited liability company). r. First—Party Auto Or Mobile Equipment Coverages
Any claim arising out of or relating to an "auto" or "mobile equipment" for:
(1) Uninsured or underinsured motorists coverage;
(2) Personal injury protection;
Form SU 00 00 12 19 Page 5 of 18
© 2019, The Hartford
(May include copyrighted material of Insurance Services Office, Inc., with its permission)

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(3) Auto medical payments coverage;
(4) First -party physical damage coverage; or
(5) Any similar no-fault coverage by whatever name called; unless this Supplemental Policy is endorsed to provide such coverage. s. Employment Practices Liability
Any injury or damage to:
(1) A person arising out of any:
(a) Refusal to employ that person;
(b) Termination of that person's employment; or
(c) Employment-related practices, policies, acts or omissions, such as coercion, demotion, evaluation, reassignment, discipline, defamation, harassment, humiliation, discrimination, malicious prosecution or false arrest directed at that person; or
(2) The spouse, child, parent, brother or sister of that person, as a consequence of "bodily injury" or "personal and advertising injury" to that person at whom any of the employment-related practices described in Paragraphs (1)(a), (1)(b) or (1)(c) above is directed. (3) This exclusion applies:
(a) Whether the injury -causing event described in Paragraphs (1)(a), (1)(b) or (1)(c) above occurs before employment, during employment or after employment of that person; (b) Whether the "insured" may be liable as an employer or in any other capacity; and (c) To any obligation to share damages with or repay someone else who must pay damages because of the injury.
t. Employee Retirement Income Security Act
Any liability arising out of intentional or unintentional violation of any provision of the Employee Retirement Income Security Act of 1974, Public Law 93-406 (commonly referred to as the Revision Act of 1974), or any amendments to them.
u. Asbestos
Any injury, damages, loss, cost or expense, including but not limited to "bodily injury", "property damage" or "personal and advertising injury" arising out of, or relating to, in whole or in part, the "asbestos hazard" that:
(1) May be awarded or incurred by reason of any claim or "suit" alleging actual or threatened injury or damage of any nature or kind to persons or property which would not have occurred in whole or in part but for the "asbestos hazard"; or
(2) Arise out of any request, demand, order, or statutory or regulatory requirement that any "insured" or others test for, monitor, clean up, remove, encapsulate, contain, treat, detoxify or neutralize or in any way respond to or assess the effects of any "asbestos hazard"; or (3) Arise out of any claim or "suit" for damages because of testing for, monitoring, cleaning up, removing, encapsulating, containing, treating, detoxifying or neutralizing or in any way responding to or assessing the effects of an "asbestos hazard".
v. Racing And Stunting Activities
"Bodily injury" or "property damage" arising out of the ownership, operation, maintenance, use, entrustment to others, or "loading or unloading" of an "auto" or "mobile equipment" while being used in any:
(1) Prearranged or organized racing, speed or demolition contest; (2) Stunting activity; or
(3) Preparation for any such contest or activity.
w. Access Or Disclosure Of Confidential Or Personal Information And Data -Related Liability (1) Damages because of "bodily injury" or "property damage" arising out of any access to or disclosure of any person's or organization's confidential or personal information, including patents, trade secrets, Form SU 00 00 12 19 Page 6of18
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processing methods, customer lists, financial information, credit card information, health information or any other type of nonpublic information; or
(2) Damages arising out of the loss of, loss of use of, damage to, corruption of, inability to access, or inability to manipulate "electronic data".

This exclusion applies even if such damages are claimed for notification costs, credit monitoring expenses, forensic expenses, public relations expenses or any other loss, cost or expense incurred by you or others arising out of that which is described in Paragraph (1) or (2) above.

However, unless Paragraph (1) above applies, this exclusion does not apply to "damages" because of "bodily injury".
x. Limited Underlying Coverage
Any injury, damage, loss, costs or expense, including but not limited to "bodily injury", "property damage" or "personal and advertising injury" for which:
(1) "Underlying insurance" provides coverage; but that
(2) Because of a provision within the "underlying insurance", such coverage is provided at a limit or limits of insurance that are less than the limit(s) for the "underlying insurance" shown on the Extension Schedule Of Underlying Insurance.
y. Recording And Distribution Of Material Or Information In Violation Of Law "Bodily injury", "property damage", or "personal and advertising injury" arising directly or indirectly out of any action or omission that violates or is alleged to violate:
(1)
(2)
(3)
The Telephone Consumer Protection Act (TCPA), including any amendment of or addition to such law; The CAN -SPAM Act of 2003, including any amendment of or addition to such law; The Fair Credit Reporting Act (FORA), and any amendment of or addition to such law, including the Fair and Accurate Credit Transaction Act (FACTA); or
(4) Any federal, state, or local statute, ordinance or regulation, other than the TCPA, CAN -SPAM Act of 2003 or FCRA and their amendments and additions, that addresses, prohibits or limits the printing, dissemination, disposal, collecting, recording, sending, transmitting, communicating or distribution of material or information.
z. Nuclear Energy Liability Exclusion (Broad Form)
(1) "Bodily injury" or "property damage":
(a) With respect to which an "insured" under this Supplemental Policy is also an "insured" under a Nuclear Energy Liability Policy issued by the Nuclear Energy Liability Insurance Association, Mutual Atomic Energy Liability Underwriters, Nuclear Insurance Association of Canada or any of their successors, or would be an "insured" under any such policy but for its termination upon exhaustion of its limit of liability; or
(b) Resulting from the "hazardous properties" of "nuclear material" and with respect to which:
(i)
Any person or organization is required to maintain financial protection pursuant to the Atomic Energy Act of 1954, or any law amendatory thereof, or
(ii) The "insured" is, or had this policy not been issued would be, entitled to indemnity from the United States of America, or any agency thereof, under any agreement entered into by the United States of America, or any agency thereof, with any person or organization. (2) "Bodily injury" or "property damage" resulting from the "hazardous properties" of "nuclear material" if:
(a) The "nuclear material":
(i) Is at any "nuclear facility" owned by, or operated by or on behalf of, an "insured"; or (ii) Has been discharged or dispersed therefrom;
(b) The "nuclear material" is contained in "spent fuel" or "waste" at any time possessed, handled, used, processed, stored, transported or disposed of by or on behalf of an "insured"; or Form SU 00 00 12 19 Page 7 of 18
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(c) The "bodily injury" or "property damage" arises out of the furnishing by an "insured" of services, materials, parts or equipment in connection with the planning, construction, maintenance, operation or use of any "nuclear facility", but if such facility is located within the United States of America, its territories or possessions or Canada, this exclusion (c) applies only to "property damage" to such "nuclear facility" and any property thereat.
(3) As used in this exclusion:
"Property damage" includes all forms of radioactive contamination of property.

B. INVESTIGATION, DEFENSE, SETTLEMENT

1. With respect to "bodily injury", "property damage" or "personal and advertising injury" to which this insurance applies (whether or not the "self-insured retention" applies) and for which no coverage is provided under any "underlying insurance" or for which the underlying limits of any "underlying insurance" have been exhausted solely by payments of damages because of "occurrences" during the "policy period"; we:
a. Will have the right and the duty to defend any "suit" against the "insured" seeking "damages" on account thereof, even if such "suit" is groundless, false or fraudulent; but our right and duty to defend end when we have used up the applicable limit of insurance in the payment of judgments or settlements under coverages afforded by this Supplemental Policy;
b. May make such investigation and settlement of any claim or "suit" as we deem expedient; c. Will pay:
(1) All expenses incurred by us;
(2) All court costs taxed against the "insured" in any "suit" defended by us. However, such costs do not include attorneys' fees, attorneys' expenses, witness or expert fees, or any other expenses of a party taxed against the "insured"; and
All interest on the entire amount of any judgment therein which accrues after the entry of the judgment and before we have paid or tendered or deposited in court that part of the judgment which does not exceed the applicable limit of insurance;
(4) All premiums on appeal bonds required in any such "suit", premiums on bonds to release attachments in any such "suit" for an amount not in excess of the applicable limit of insurance, and the cost of bail bonds required of the "insured" because of an "accident" or traffic law violation arising out of the operation of any vehicle to which this Supplemental Policy applies, but we will have no obligation to apply for, furnish, finance, arrange for, guarantee, or collateralize, these bonds, whether the collateralization is characterized as premium or not;
All reasonable expenses incurred by the "insured" at our request in assisting us in the investigation or defense of any claim or "suit", including actual loss of earnings not to exceed $500 per day per "insured"; and the amounts incurred in Paragraph c. above, are not subject to the "self-insured retention" and are payable in addition to any applicable limit of insurance.

We may pay any part or all of the "self insured retention" to pay a judgment or to effect settlement of a claim or "suit", and upon notification of the action taken, the "insured" shall promptly reimburse us for such amounts paid.

2. You agree to arrange for the investigation, defense or settlement of any claim or "suit" in any country where we may be prevented by law from carrying out this agreement. We will pay defense expenses incurred with our written consent in connection with any such claim or "suit" in addition to any applicable limit of insurance. We will also promptly reimburse you for our proper share, but subject to the applicable limit of insurance, of any settlement above the "self-insured retention" or "underlying insurance" made with our written consent.

3. We will have the right to associate at our expense with the "insured" or any underlying insurer in the investigation, defense or settlement of any claim or "suit" which in our opinion may require payment hereunder. In no event, however, will we contribute to the cost or expenses incurred by any underlying insurer. (3)
(5)
C. WHO IS AN INSURED

1. If you are designated in the Supplemental Policy Declarations as:

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a. An individual, you and your spouse are "insureds", but only with respect to the conduct of a business, other than that described in b. through e. below, of which you are the sole owner. b. A partnership or joint venture, you are an "insured". Your members, your partners, and their spouses are also "insureds", but only with respect to the conduct of your business. c. A limited liability company, you are an "insured". Your members are also "insureds", but only with respect to the conduct of your business. Your managers are "insureds", but only with respect to their duties as your managers.
d. An organization other than a partnership, joint venture or limited liability company, you are an "insured". Your "executive officers" and directors are "insureds", but only with respect to their duties as your officers or directors. Your stockholders are also "insureds", but only with respect to their liability as stockholders. e. A trust, you are an "insured". Your trustees are also "insureds", but only with respect to their duties as trustees.

2. Each of the following is also an "insured":
a. Your "volunteer workers" only while performing duties related to the conduct of your business or your "employees" other than your "executive officers" (if you are an organization other than a partnership, joint venture or limited liability company) or your managers (if you are a limited liability company),.but only for acts:
(1) Within the scope of their employment by you or while performing duties related to the conduct of your business; and
(2) Only if such "volunteer workers" or "employees" are "insureds" in the "underlying insurance" with limits of liability at least as high as set forth in the Extension Schedule Of Underlying Insurance, subject to all the limitations upon coverage and all other policy terms and conditions of such "underlying insurance" and this Supplemental Policy.
b. Any person or organization having proper temporary custody of your property if you die, but only:
(1) With respect to liability arising out of the maintenance or use of that property; and (2) Until your legal representative has been appointed. c. Your legal representative if you die, but only with respect to his or her duties as such. That representative will have all your rights and duties under this insurance.

3. With respect to any "auto", any person or entity that qualifies as an insured under the "underlying insurance" is an "insured" under this Supplemental Policy, subject to all the limitations of such "underlying insurance".

4. With respect to "mobile equipment", any person is an "insured" while driving such equipment along a public highway with your permission. Any other person or organization responsible for the conduct of such person is also an "insured", but only with respect to liability arising out of the operation of the equipment, and only if no other insurance of any kind is available to that person or organization for this liability. However, no person or organization is an "insured" with respect to:
a. "Bodily injury" to a co -"employee" of the person driving the equipment; or b. "Property damage" to property owned by, rented to, in the charge of or occupied by you or the employer of any person who is an "insured" under this provision.

5. Any organization you newly acquire or form, other than a partnership, joint venture or limited liability company, and over which you maintain financial interest of more than 50'10 of the voting stock, will qualify as an "insured" if there is no other similar insurance available to that organization.

However:
a. Coverage under this provision is afforded only until the 180th day after you acquire or form the organization or the end of the "policy period", whichever is earlier;
b. This insurance does not apply to "bodily injury" or "property damage" that occurred before you acquired or formed the organization; and
c. This insurance does not apply to "personal and advertising injury" arising out of an offense committed before you acquired or formed the organization.

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6. Each person or organization, not included as an "insured" in Paragraphs 1., 2., 3., 4., or 5., who is an insured in the "underlying insurance is an "insured" under this Supplemental Policy subject to all the terms, conditions and limitations of such "underlying insurance.

With respect to any person or organization who is not an insured under "underlying insurance" but qualifies as an "insured" under this Supplemental Policy, coverage under this Supplemental Policy shall apply only to Toss in excess of the amount of the "underlying insurance" or "self-insured retention" applicable to you.

However, coverage afforded by reason of the provisions set forth above applies only to the extent:
a. Of the scope of coverage provided by the applicable "underlying insurance" but in no event shall coverage be broader than the scope of coverage provided by this Supplemental Policy and any endorsements attached hereto; and
b. That such coverage provided by the applicable "underlying insurance" is maintained having limits as set forth in the Extension Schedule Of Underlying Insurance.

7. No person or organization is an "insured" with respect to the conduct of any current or past partnership, joint venture or limited liability company that is not shown as a Named Insured in the Supplemental Policy Declarations.

D. LIMITS OF INSURANCE

1. The Limits of Insurance shown in the Supplemental Policy Declarations and the rules below fix the most we will pay regardless of the number of:
a. "Insureds";
b. Claims made or "suits" brought;
c. Persons or organizations making claims or bringing "suits"; or d. Coverages under which "damages" are covered under this Supplemental Policy.

2. The Limit of Insurance stated as the General Aggregate Limit is the most we will pay for the sum of "damages", other than "damages":
a. Because of injury or damage included within the "products -completed operations hazard"; b. Because of "bodily injury" by disease to your "employees" arising out of and in the course of their employment by you; and
c. Because of "bodily injury" or "property damage" arising out of the ownership, operation, maintenance, use, entrustment to others, or "loading or unloading" of any "auto".

3. The Limit of Insurance stated as the Products Completed Operations Aggregate Limit is the most we will pay for "damages" included within the "products -completed operations hazard".

4. The Limit of Insurance stated as the Bodily Injury By Disease Aggregate Limit is the most we will pay for "damages" because of "bodily injury" by disease to your "employees" arising out of and in the course of their employment by you.

5. Subject to Paragraphs 2., 3., or 4. above, whichever applies, the Each Occurrence Limit is the most we will pay for "damages" because of all "bodily injury", "property damage", and "personal and advertising injury" arising out of any one "occurrence".

6. If coverage provided to an additional insured under this Supplemental Policy is required by a written contract, written agreement or permit, the most we will pay on behalf of the additional insured is the amount of insurance:
a. Required by the written contract, written agreement or permit, less any amounts payable by any "underlying insurance"; or
b. Available under the applicable Limits of Insurance shown in the Supplemental Policy Declarations, whichever is less.

Such additional insured coverage provided by this Supplemental Policy will not be broader than coverage provided by the "underlying insurance".

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7. Our obligations under this insurance, except for our obligations under the Cancellation and Nonrenewal Conditions, end when the applicable Limit of Insurance available is used up. If we pay any amounts for "damages" in excess of that Limit of Insurance, you agree to reimburse us for such amounts.

8. The limits of this Supplemental Policy apply separately to each consecutive annual period and to any remaining period of less than 12 months, starting with the beginning of the "policy period" shown in the Supplemental Policy Declarations. However, if the "policy period" is extended after issuance for an additional period of Tess than 12 months, the additional period will be deemed part of the last preceding period for the purpose of determining the Limits of Insurance.

E. CONDITIONS

1. Premium
All premiums for this Supplemental Policy shall be computed in accordance with the Premium Section of the Supplemental Policy Declarations. The premium stated as such in the Supplemental Policy Declarations is a deposit premium only which shall be credited to the amount of any earned premium. At the end of the "policy period", the earned premium may be recomputed for such period, and upon notice thereof to the Named Insured first shown in the Supplemental Policy Declarations, shall become due and payable by such Named Insured. If the total earned premium for the "policy period" is less than the premium previously paid and more than the minimum premium, we shall return to such Named Insured the unearned portion paid by such Named Insured.

The Named Insured first shown in the Supplemental Policy Declarations shall maintain records of such information as is necessary for premium computation, and shall send copies of such records to us upon our request.

2. Inspection And Audit
We shall be permitted but not obligated to inspect your property and operations at any time. Neither our right to make inspections, nor the making thereof, nor any report thereon, shall constitute an undertaking on your behalf or for your benefit or that of others to determine or warrant that such property or operations are:
a. Safe;
b. Healthful; or
c. In compliance with any law, rule or regulation.

We may examine and audit your books and records at any time during the "policy period" and extensions thereof and within three years after the final termination of this Supplemental Policy, insofar as they relate to the subject matter of this Supplemental Policy.

3. Duties In The Event Of Occurrence, Claim Or Suit
a. You, or any other "insured" under this Supplemental Policy must see to it that we are notified as soon as practicable of an "occurrence" which may result in a claim under this Supplemental Policy. (1) This requirement applies only when such "occurrence" is known to any of the following:
(a) You, or any other "insured" under this Supplemental Policy that is an individual; (b) Any partner, if you or any other "insured" under this Supplemental Policy is a partnership; (c) Any manager, if you or any other "insured" under this Supplemental Policy is a limited liability company;
(d) Any "executive officer or insurance manager, if you or any other "insured" under this Supplemental Policy is a corporation.
(e) Any trustee, if you or any other "insured" under this Supplemental Policy is a trust; or (f) Any elected or appointed official, if you or any other "insured" under this Supplemental Policy is a political subdivision or public entity.

This duty applies separately to you and any other "insured" under this Supplemental Policy. (2) To the extent possible, notice should include:
(a) How, when and where the "occurrence" took place;
(b) The names and addresses of any injured persons and witnesses; and Form SU 00 00 12 19 Page 11 of 18
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(c) The nature and location of any injury or damage arising out of the "occurrence". b. If a claim is made or "suit" is brought against any "insured", you or any other "insured" under this Supplemental Policy must:
(1) Immediately record the specifics of the claim or "suit" and the date received; and (2) Notify us in writing as soon as practicable if the claim or "suit" is likely to exceed the amount of the "self- insured retention" or "underlying insurance", whichever applies. c. You or any other "insured" under this Supplemental Policy must:
(1) Immediately send us copies of any demands, notices, summonses or legal papers received in connection with the claim or "suit" involving or likely to involve a sum in excess of any "self-insured retention" or "underlying insurance, whichever applies;
(2) Authorize us to obtain records and other information; (3) Cooperate with us in the investigation or settlement of the claim or defense against the "suit"; and (4) Assist us, upon our request in the enforcement of any right against any person or organization that may be liable to any "insured" because of injury or damage to which this Supplemental Policy or any "underlying insurance" or "self-insured retention" may also apply. d. No "insured" will, except at that "insured's" own cost, make or agree to any settlement for a sum in excess of:
(1) The total limits of "underlying insurance"; or
(2) The "self-insured retention" if no "underlying insurance" applies, without our consent.
e. No "insured" will, except at that "insured's" own cost, make a payment, assume any obligation, or incur any expenses, other than first aid, without our consent.

4. Assistance And Cooperation Of The Insured
The "insured" shall:
a. Cooperate with us and comply with all the terms and conditions of this Supplemental Policy; and b. Cooperate with any of the underlying insurers as required by the terms and conditions of the "underlying insurance" and comply with all the terms and conditions thereof.

The "insured" shall enforce any right of contribution or indemnity against any person or organization who may be liable to the "insured" because of "bodily injury', "property damage" or "personal and advertising injury" with respect to this Supplemental Policy or any "underlying insurance".

5. Legal Action Against Us
No person or organization has a right under this Supplemental Policy:
a. To join us as a party or otherwise bring us into a "suit" asking for damages from an "insured"; or b. To sue us on this Supplemental Policy unless all of its terms and those of the "underlying insurance" have been fully complied with.

A person or organization may sue us to recover on an agreed settlement or on a final judgment against an "insured"; but, we will not be liable for damages that are not payable under the terms of this Supplemental Policy or that are in excess of the applicable Limits of Insurance. An agreed settlement means a settlement and release of liability signed by us, the "insured" and the claimant or the claimant's legal representative.

6. Appeals
a. In the event the "insured", or any insurers providing coverage to which this Supplemental Policy is excess, elects to appeal a judgment in excess of such "underlying insurance", any applicable self-insured retention, and any other valid and collectible insurance, we shall be liable, in addition to the applicable Limit of Insurance, to pay the premium on appeal bonds for that portion of the judgment in excess of the "underlying insurance", self-insured retention, and any other valid and collectible insurance and within the applicable limit of insurance under this Supplemental Policy, but we will have no obligation to apply for, furnish, finance, arrange for, guarantee, or collateralize, those bonds, whether the collateralization is characterized as premium or not.

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However, if we have paid, offered to pay, or deposited in court that part of the judgment that is within the applicable limit of this Supplemental Policy, then we will have no obligation to pay any premium on an appeal bond, and the "insured" or the "insured's" underlying insurers or both will bear:
(1) The full cost and duty of obtaining any appeal bond; and (2) The taxable costs, disbursements and additional interest incidental to such appeal.

If the claim is settled for less than the judgment amount, we shall only be liable for that portion of the settlement that is in excess of any applicable "underlying insurance", self-insured retention, and any other valid and collectible insurance and within the applicable limit of this Supplemental Policy. b. If the "insured", or any insurers providing coverage to which this Supplemental Policy is excess, elect not to appeal a judgment in excess of such "underlying insurance", applicable self-insured retention, and any other valid and collectible insurance, then we shall have the right to pursue such appeal. In that case, if the "insured" or the "insured's" underlying insurers have paid, offered to pay, or deposited in court that part of the judgment that is within the applicable limit of such "underlying insurance", self- insured retention, and any other valid and collectible insurance, then we shall be liable, in addition to the applicable limit of insurance, for:
(1) All expenses incurred by us;
(2) All court costs taxed against the "insured" in connection with such appeal However, such costs do not include attorneys' fees, attorneys' expenses, witness or expert fees, or any other expenses of a party taxed against the "insured";
(3) All interest on the entire amount of the judgment which accrues after the "insured" or the "insured's" underlying insurers have paid, offered to pay, or deposited in court that part of the judgment which is within the limits of the "underlying insurance" self-insured retention, and any other valid and collectible insurance; and
(4) All premiums on appeal bonds for the amount of the judgment that is within the limits of any self-insured retention. "underlying insurance", and this Supplemental Policy, but we will have no obligation to apply for, furnish, finance, arrange for, guarantee, or collateralize, those bonds, whether the collateralization is characterized as premium or not;

7. Other Insurance
This Supplemental Policy shall apply in excess of all "underlying insurance" whether or not valid and collectible. It shall also apply in excess of other valid and collectible insurance (except other insurance purchased specifically to apply in excess of this insurance) which also applies to any loss for which insurance is provided by this Supplemental Policy.

These excess provisions apply, whether such other insurance is stated to be:
a. Primary;
b. Contributing;
c. Excess; or
d. Contingent;
Provided that if such other insurance provides umbrella coverage in excess of "underlying insurance" or a self- insured retention, this Supplemental Policy shall contribute therewith with respect to "damages".

However, in the event that there is such other umbrella coverage available to cover such excess loss on an excess basis, we will pay only our share of the amount of such excess loss payable under this Supplemental Policy.

8. Transfer Of Rights Of Recovery Against Others To Us
a. If the "insured" has rights to recover all or a part of any payment we have made under this Supplemental Policy, those rights are transferred to us. The "insured" must do nothing after a loss to impair them. At our request, the "insured" will bring "suit" or transfer those rights to us and help us enforce them. b. Recoveries shall be applied to reimburse:
(1) First, any interest (including the Named Insured) that paid any amount in excess of our limit of liability; Form SU 00 00 12 19 Page 13 of 18
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(2) Second, us, along with any other insurers with whom we participate in a loss on a quota share basis at the same layer;
(3) Third, such interests (including the Named Insured) of whom this insurance is excess.

However, a different apportionment may be made to effect settlement of a claim by agreement signed by all interests.
c. Reasonable expenses incurred in the exercise of rights of recovery shall be apportioned among all interests in the ratio of their respective losses for which recovery is sought.

9. Changes
This Supplemental Policy contains all the agreements between you and us concerning the insurance afforded.

Notice to any agent, or knowledge possessed by any agent or any other person shall not effect a waiver or a change in any part of this Supplemental Policy, or stop us from asserting any rights under the terms of this Supplemental Policy.

The Named Insured first shown in the Supplemental Policy Declarations is authorized on behalf of all "insureds" to agree with us on changes in the terms of this Supplemental Policy.

If the terms are changed, the changes will be shown in an endorsement issued by us and made a part of this Supplemental Policy.

10. Separation Of Insureds
Except with respect to the Limits of Liability, and any rights or duties specifically assigned in this Supplemental Policy to the Named Insured first shown in the Supplemental Policy Declarations, this insurance applies:
a. As if each Named Insured were the only Named Insured; and b. Separately to each "insured" against whom claim is made or "suit" is brought.

11. Maintenance Of Underlying Insurance
Policies, endorsements, and coverage parts affording in total the coverage and limits stated in the Extension Schedule Of Underlying Insurance shall be maintained in full effect during the currency of this Supplemental Policy. Your failure to comply with the foregoing shall not invalidate this Supplemental Policy, but in the event of such failure, we shall be liable only to the extent that we would have been liable had you complied with this Paragraph 11.

The Named Insured first shown in the Supplemental Policy Declarations shall give us written notice as soon as practicable of any of the following:
a. Any change in the coverage or in the limits of any "underlying insurance, including but not limited to a change from occurrence coverage to claims made coverage;
b. Termination of part or all of one or more of the policies, endorsements, or coverage parts of "underlying insurance";
c. Reduction or exhaustion of an aggregate limit of liability of any "underlying insurance".

The "self-insured retention" shall not apply should the "underlying insurance" be exhausted by the payment of claims or "suits" which are also covered by this Supplemental Policy.

12. Cancellation
a. The Named Insured first shown in the Supplemental Policy Declarations may cancel this Supplemental Policy by mailing or delivering to us or to any of our authorized agents advance written notice of cancellation. b. We may cancel this Supplemental Policy by mailing or delivering to the Named Insured first shown in the Supplemental Policy Declarations at the address shown in the Supplemental Policy Declarations, written notice of cancellation at least:
(1) 10 days before the effective date of cancellation if such Named Insured fails to pay the premium or any installment when due; or
(2) 30 days before the effective date of cancellation if we cancel for any other reason.

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c. If notice is mailed, proof of mailing will be sufficient proof of notice. Notice will state the effective date of cancellation. The "policy period" will end on that date. Delivery of such notice by the Named Insured first shown in the Supplemental Policy Declarations or by us will be equivalent to mailing. d. If the Named Insured first shown in the Supplemental Policy Declarations cancels, the refund may be less than pro rata, but we will retain any minimum premium stated as such in the Supplemental Policy Declarations. If we cancel, the refund will be pro rata. The cancellation will be effective even if we have not made or offered a refund.

13. Nonrenewal
a. If we decide not to renew, we will mail or deliver to the Named Insured first shown in the Supplemental Policy Declarations, at the address shown in the Supplemental Policy Declarations, written notice of nonrenewal at least 30 days before the end of the "policy period".
b. If notice is mailed, proof of mailing will be sufficient proof of notice. c. If we offer to renew but such Named Insured does not accept, this Supplemental Policy will not be renewed at the end of the current "policy period".

14. Workers' Compensation Agreement
With respect to "bodily injury" to any officer or other "employee" arising out of and in the course of employment by you, you represent and agree that you have not abrogated and will not abrogate your defenses under any Workers' Compensation Law by rejection of such law or otherwise. If at any time during the "policy period" you abrogate such defenses, the insurance for "bodily injury" to such officer or other "employee" automatically terminates at the same time.

15. Bankruptcy Or Insolvency Of Insured
In the event of the bankruptcy or insolvency of the "insured" or any entity comprising the "insured", we shall not be relieved of any of our obligations under this Supplemental Policy.

16. Representations Or Fraud
By accepting this Supplemental Policy, you agree:
a. The statements in the Supplemental Policy Declarations are accurate and complete; b. The statements in the Extension Schedule Of Underlying Insurance are accurate and complete; c. The statements in a. and b. are based upon representations you made to us; d. We have issued this Supplemental Policy in reliance upon your representations; and e. This Supplemental Policy is void in any case of fraud by you as it relates to this Supplemental Policy or any claim under this Supplemental Policy.

F. DEFINITIONS
Except as otherwise provided in this Section or amended by endorsement, the words or phrases that appear in quotation marks within this Supplemental Policy shall follow the definitions of the applicable "underlying insurance".

1. "Accident" includes continuous or repeated exposure to the same conditions resulting in "bodily injury" or "property damage".

2. "Auto" means:
a. A land motor vehicle, trailer or semitrailer designed for travel on public roads, including any attached machinery or equipment; or
b. Any other land vehicle that is subject to a compulsory or financial responsibility law or other motor vehicle insurance or motor vehicle registration law where it is licensed or principally garaged.

However, "auto" does not include "mobile equipment".

3. "Covered pollution cost or expense":
a. Means any cost or expense arising out of:
(1) Any request, demand or order; or
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(2) Any claim or "suit" by or on behalf of a governmental authority demanding that the "insured" or others test for, monitor, clean up, remove, contain, treat, detoxify or neutralize, or in any way respond to, or assess the effects of "pollutants".
b. Does not include any cost or expense arising out of the actual, alleged or threatened discharge, dispersal, seepage, migration, release or escape of "pollutants":
(1) That are, or that are contained in any property that is:
(a) Being transported or towed by, handled, or handled for movement into, onto or from, any "auto"; (b) Otherwise in the course of transit by or on behalf of the "insured"; or (c) Being stored, disposed of, treated or processed in or upon any "auto"; or (2) Before the "pollutants" or any property in which the "pollutants" are contained are moved from the place where they are accepted by the "insured" for movement into or onto any "auto"; or (3) After the "pollutants" or any property in which the "pollutants" are contained are moved from any "auto" to the place where they are finally delivered, disposed of or abandoned by the "insured". c. Paragraph (1)(a) above does not apply to fuels, lubricants, fluids, exhaust gases or other similar "pollutants" that are needed for or result from the normal electrical, hydraulic or mechanical functioning of an "auto", covered by the "underlying insurance" or its parts, if:
(1) The "pollutants" escape, seep, migrate, or are discharged or released directly from an "auto" part designed by its manufacturer to hold, store, receive or dispose of such "pollutants"; and (2) The "bodily injury", "property damage" or "covered pollution cost or expense" does not arise out of the operation of any equipment listed in Paragraphs f.(2) or f.(3) of the definition of "mobile equipment". d. Paragraphs b.(1)(b) and b.(1)(c) above do not apply to "accidents" that occur away from premises owned by or rented to an "insured" with respect to "pollutants" not in or upon an "auto" covered by the "underlying insurance" if:
(1) The "pollutants" or any property in which the "pollutants" are contained are upset, overturned or damaged as a result of the maintenance or use of the "auto"; and (2) The discharge, dispersal, seepage, migration, release or escape of the "pollutants" is caused directly by such upset, overturn or damage.

4. "Damages" means a monetary award, monetary settlement or monetary judgment. "Damages" include prejudgment interest awarded against the "insured" on that part of the judgment we pay. a. The following are not considered "damages" and are not covered by this Supplemental Policy:
(1) Fines, penalties, sanctions or taxes;
(2) Attorney's fees and costs associated with any non -monetary relief awarded against the "insured"; or (3) Any monetary award, monetary settlement or monetary judgment for which insurance is prohibited by the law(s) applicable to the construction of this Supplemental Policy.

5. "Hazardous properties" include radioactive, toxic or explosive properties.

6. "Insured" means any person or organization qualifying as an "insured" in the applicable Who Is An Insured provision of this Supplemental Policy, including any additional insured added by endorsement. The insurance afforded applies separately to each "insured" against whom claim is made or "suit" is brought, except with respect to the limit of our liability under Section D. LIMITS OF INSURANCE.

7. "Mobile equipment" means any of the following types of land vehicles, including any attached machinery or equipment:
a. Bulldozers, farm machinery, forklifts and other vehicles designed for use principally off public roads; b. Vehicles maintained for use solely on or next to premises you own or rent; c. Vehicles that travel on crawler treads;
d. Vehicles, whether self-propelled or not, on which are permanently mounted:
(1) Power cranes, shovels, loaders, diggers or drills; or Form SU 00 00 12 19 Page 16of18
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(2) Road construction or resurfacing equipment such as graders, scrapers or rollers; e. Vehicles not described in a., b., c., or d. above that are not self-propelled and are maintained primarily to provide mobility to permanently attached equipment of the following types:
(1) Air compressors, pumps and generators, including spraying, welding, building cleaning, geophysical exploration, lighting and well servicing equipment; or
(2) Cherry pickers and similar devices used to raise or lower workers; f. Vehicles not described in a., b., c., or d. above maintained primarily for purposes other than the transportation of persons or cargo.

However, self-propelled vehicles with the following types of permanently attached equipment are not "mobile equipment" but will be considered "autos":
(1) Equipment, of at least 1,000 pounds gross vehicle weight, designed primarily for:
(a) Snow removal;
(b) Road maintenance, but not construction or resurfacing; or (c) Street cleaning;
(2) Cherry pickers and similar devices mounted on automobile or truck chassis and used to raise or lower workers; and
(3) Air compressors, pumps and generators, including spraying, welding, building cleaning, geophysical exploration, lighting and well servicing equipment.

However, "mobile equipment" does not include any land vehicle that is subject to a compulsory or financial responsibility law or other motor vehicle insurance or motor vehicle registration law where they are licensed or principally garaged. Land vehicles subject to a compulsory or financial responsibility law or other motor vehicle insurance law or motor vehicle registration law are considered "autos".

8. "Nuclear facility" means:
a. Any "nuclear reactor";
b. Any equipment or device designed or used for:
(1) Separating the isotopes of uranium or plutonium;
(2) Processing or utilizing "spent fuel"; or
(3) Handling, processing or packaging "waste";
c. Any equipment or device used for the processing, fabricating or alloying of special nuclear material if at any time the total amount of such material in the custody of the "insured" at the premises where such equipment or device is located consists of or contains more than 25 grams of plutonium or uranium 233 or any combination thereof, or more than 250 grams of uranium 235; or d. Any structure, basin, excavation, premises or place prepared or used for the storage or disposal of "waste"; and includes the site on which any of the foregoing is located, all operations conducted on such site and all premises used for such operations.

9. "Nuclear material" means source material, special nuclear material or by-product material.

Source material, special nuclear material and by-product material have the meanings given to them in the Atomic Energy Act of 1954 or in any law amendatory thereof.

10. "Nuclear reactor" means any apparatus designed or used to sustain nuclear fission in a self-supporting chain reaction or to contain a critical mass of fissionable material.

11. "Occurrence" means:
a. With respect to "bodily injury" or "property damage", an "accident", including continuous or repeated exposure to substantially the same general harmful conditions; and b. With respect to "personal and advertising injury", an offense described in the definition of "personal and advertising injury" in the "underlying insurance".

Form SU 00 00 12 19 Page 17of18
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12. "Policy period" as used in this Supplemental Policy means the period beginning with the effective date stated as such in the Supplemental Policy Declarations and ending with the earlier of:
a. The date of cancellation of this Supplemental Policy; or b. The expiration date stated as such in the Supplemental Policy Declarations.

13. "Pollution hazard" means an actual exposure or threat of exposure to the corrosive, toxic or other harmful properties of any solid, liquid, gaseous or thermal:
a. Pollutants;
b. Contaminants;
c. Irritants; or
d. Toxic substances;
including smoke, vapors, soot, fumes, acids, alkalis, chemicals, or waste materials consisting of or containing any of the foregoing. Waste includes materials to be recycled, reconditioned, or reclaimed.

14. "Self-insured retention" means the amount stated as such in the Supplemental Policy Declarations which is retained and payable by the "insured" with respect to each "occurrence".

15. "Spent fuel" means any fuel element or fuel component, solid or liquid, which has been used or exposed to radiation in a "nuclear reactor".

16. "Underlying insurance" means the insurance policies, coverage parts, and endorsements listed in the Extension Schedule Of Underlying Insurance, including any renewals or replacements thereof, which provide the underlying coverages and limits stated in the Schedule Of Underlying Insurance.

The limits of "underlying insurance" include:
(1) Any applicable deductible amount;
(2) Any participation of any "insured"; and
(3) Any applicable self-insured retention;
Less the amount, if any, by which the aggregate limit of such insurance has been reduced by any payment relating to any act, error, omission, injury, damage or offense for which insurance is provided by this Supplemental Policy. The coverages and limits of such policies, coverage parts, and endorsements and any such deductible amount, participation or "self-insured retention" shall be deemed to be applicable regardless of:
(1) Any defense which any underlying insurer may assert because of the "insured's" failure to comply with any condition of its policy, coverage part, or endorsement; or (2) The actual or alleged insolvency or financial impairment of any underlying insurer or any "insured".

The risk of insolvency or financial impairment of any underlying insurer or any "insured" is borne by you and not by us.

17. "Waste" means any waste material:
a. Containing by-product material other than the tailings or wastes produced by the extraction or concentration of uranium or thorium from any ore processed primarily for its source material content; and b. Resulting from the operation by any person or organization of any "nuclear facility" included under the first two paragraphs of the definition of "nuclear facility".

Form SU 00 00 12 19 Page 18of18
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(May include copyrighted material of Insurance Services Office, Inc., with its permission)