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CC - Item 4C - Award of Professional Services Agreement with Emergency Planning Consultant to Update the Local Hazard Mitigation PlanROSEMEAD CITY COUNCIL STAFF REPORT TO: THE HONORABLE MAYOR AND CITY COUNCIL MEMBERS FROM: BEN KIM, CITY MANAGER / DATE: OCTOBER 25, 2022 SUBJECT: AWARD OF PROFESSIONAL SERVICES AGREEMENT WITH EMERGENCY PLANNING CONSULTANTS TO UPDATE THE LOCAL HAZARD MITIGATION PLAN (LHMP) SUMMARY The Federal Disaster Management Act of 2000 (DMA 2000) requires every local, county, and state government to have an approved Local Hazard Mitigation Plan ("LHMP" or "the Plan"). In addition to minimizing the impact of major hazard events on the community, completion of the Plan also maintains eligibility for future hazard mitigation funding following any significant disaster. As a result of the DMA 2000 legislation, hazard mitigation is now considered to be the first step in preparing for emergencies, rather than the final step in recovery. The City's current LHMP is reaching the end of its five-year lifecycle and is set to expire next year. The City issued a Request for Proposals ("RFP") and received five (5) proposals from qualified firms. Upon further review and evaluation of the proposals, it is recommended that the City Council authorize and direct the City Manager to execute a Professional Services Agreement with Emergency Planning Consultants in the amount of $45,000 for the preparation and adoption of the Local Hazard Mitigation Plan. BACKGROUND By law, a Local Hazard Mitigation Plan must be updated every five years and approved by the Federal Emergency Management Agency ("FEMA"), California Office of Emergency Services ("CalOES"), and adopted by the City Council. The City's current LHMP will expire on October 29, 2023. It takes approximately 11 months to update an LHMP. In preparation for the update, on [June 18, 2021] the Rosemead Public Safety Department submitted a grant funding request to FEMA to fund a portion of the cost to update LHMP. On August 4, 2022, the City received a notification of an award from the CalOES in the amount of up to $45,000 with a 25% cost share from the City to hire a consultant to assist with updating the AGENDA ITEM 4.0 City Council Meeting October 25, 2022 Page 2 of 3 LHMP. The updated Plan will include any new FEMA published guidelines and strategies to reduce hazards and vulnerabilities in the community. DISCUSSION On September 1, 2022, the Public Safety Department published Request for Proposal (RFP) No. 2022-21 for Professional Consultant Services to update the Local Hazard Mitigation Plan. The City received five (5) proposals by the submittal deadlines. A summary of the proposals received is below: Firm (alphabetical order) Location Proposal Amount Emergency Planning Consultants (EPC) San Diego, CA $45,000 Nebula Safety and Environmental Irvine, CA $59,173 The Resiliency Initiative Santa Monica, CA $48,625 Integrated Solutions Consulting Edwardsville, IL $55,582.24 Foster Morrison Consulting, Ltd Peyton, CO $49,980 Staff performed a comprehensive evaluation of the proposals based on compliance with the RFP requirements including experience, understanding of the scope of services, timeline, familiarity with the City of Rosemead, and project cost. Based on the evaluation, Emergency Planning Consultants ("EPC') submitted the most qualified proposal based on the overall criteria of project understanding, qualifications of the consulting team, relative project experience, project approach, methodology, and proposed cost. EPC has extensive experience with creating emergency management plans and, specifically, Local Hazard Mitigation Plans throughout Los Angeles County including the cities of Covina, Duarte, El Monte, Glendora, La Habra Heights, La Puente, Santa Ana, Sierra Madre, and South EI Monte. In addition, EPC was retained by the City of Rosemead for the completion and adoption of the LHMP in 2018. STAFF RECOMMENDATION It is recommended that the City Council authorize and direct the City Manager to execute a Professional Services Agreement with Emergency Planning Consultants in the amount of $45,000 for the preparation and adoption of the Local Hazard Mitigation Plan. FISCAL IMPACT Funding for the LHMP update is included in the Fiscal Year 2022-23 Public Safety Department operating budget. The contract will be funded through a FEMA grant in the amount of $33,750 with a local match requirement of $11,250, or 25%, for a total cost of $45,000. City Council Meeting October 25, 2022 Page 3 of 3 STRATEGIC PLAN IMPACT The LHMP is consistent with the City of Rosemead's Strategic Plan Goal A - Safety, which is to enhance public safety for all who live, work, and play in the City of Rosemead. PUBLIC NOTICE PROCESS This item has been noticed through the regular agenda notification process. Prepared by: Mandy Wong Public Safety Supervisor Submitted by: Michael Bruckner Assistant City Manager Attachment A - RFP No. 2022-21 Attachment B - Emergency Planning Consultants Proposal Attachment A - Professional Services Agreement Attachment A Request for Proposal No. 2022-21 REQUEST FOR PROPOSAL NO. 2022-21 PROFESSIONAL CONSULTING SERVICES TO UPDATE THE LOCAL HAZARD MITIGATION PLAN SUBMITTALS: Four (4) bound copies and one (1) electronic PDF file on a flash drive of the Proposal in sealed envelope(s) must be received by the City of Rosemead's City Clerk's Office by no later than Wednesday, September 21, 2022, at 10:00 a.m. 197d Electronic proposal submittal through the City of Rosemead Vendor Portal hosted by PlanetBids at: https://Pbsystem.planetbids.com/portal/54150/portal-home Proposals submitted through PlanetBids Vendor Portal shall be submitted no later than Wednesday, September 21, 2022, at 10:00 a.m. 18161011/eT411111119:13-19101 Mandy Wong, Public Safety Supervisor City of Rosemead 8838 E. Valley Boulevard Rosemead, California 91770 (626) 569-2168 mwong@citvofrosemead.org PROPOSALS RECEIVED AFTER THE TIME AND DATE STATED ABOVE SHALL NOT BE CONSIDERED. FACSIMILE AND E-MAIL PROPOSAL WILL NOT BE ACCEPTED. INQUIRIES: Direct questions for clarification on Request for Proposal documents to Mandy Wong, Public Safety Supervisor at mwong@citvofrosemead.org or via phone at (626) 569-2168. City of Rosemead — Update Local Hazard Mitigation Plan Request for Proposal No. 2022-21 MODIFICATIONS: Any modification of this Request for Proposal will be provided to vendors who request notification of any modifications. ISSUANCE DATE: September 1, 2022 City of Rosemead — Update Local Hazard Mitigation Plan Request for Proposal No. 2022-21 CONTENTS A. Introduction/Objective........................................................................................... 4 B. Background.............................................................................................................4 C. Description of Project............................................................................................. 4 D. Scope of Services.................................................................................................... 4 E. Time, Place, And Method for Proposal Submissions .............................................. 6 F. Proposal Submittal Format..................................................................................... 7 G. Consultant Selection Schedule............................................................................... 7 H. Selection Criteria..................................................................................................... 8 I. Contract Period....................................................................................................... 8 J. Standard City Contract and Insurance Requirements ............................................ 8 K. Discretion and Liability Waiver............................................................................... 8 L. Public Records Act.................................................................................................. 9 M. Questions Regarding the RFP................................................................................. 9 N. Attachments............................................................................................................9 Attachment A: City Agreement and Insurance Requirements.......................................10 City of Rosemead — Update Local Hazard Mitigation Plan Request for Proposal No. 2022-21 A. INTRODUCTION/OBJECTIVE Through this Request for Proposal ("RFP") and evaluation process, the City of Rosemead is accepting qualified professional services to update a Local Hazard Mitigation Plan (LHMP) for the City. This Request for Proposal (RFP) seeks to secure the most qualified Consultant to plan, create and prepare the LHMP updates that identify potential risks to the City. This includes but is not limited to disease, drought, earthquakes, floods, extreme weather events, erosion, and other natural disasters. B. BACKGROUND The City of Rosemead is organized under the City Council/City Manager form of government with five departments and approximately 55 full-time employees. The City of Rosemead is a cost-conscious provider of outstanding public services to its residents and local businesses, mostly relying on the contract services model since its incorporation in 1959. The City of Rosemead is a suburb located in the San Gabriel Valley, 10 miles east of downtown Los Angeles. It is bounded on the north by the cities of Temple City and San Gabriel, on the west by Monterey Park, Alhambra, and the unincorporated Los Angeles County community of South San Gabriel, on the south by Montebello, plus by EI Monte and South EI Monte on the east. The City is 5.5 square miles (2,344 -acres) in size. Rosemead is a working-class suburb with a diverse population base. According to the 2020 Census, the City has a population of 51,185. C. DESCRIPTION OF PROJECT A consultant is being sought to update an existing Local Hazard Mitigation Plan (LHMP) for the City of Rosemead. The consultant will manage, coordinate, prepare and develop an LHMP plan that will include any new FEMA published guidelines and FEMA Review Tool, and continue to develop strategies to reduce any hazards and vulnerabilities in the community. This scope is intended to be inclusive of the entire LHMP process from initial planning through final approval by the Federal Emergency Management Agency (FEMA), and adoption by the City. The consultant shall perform all necessary planning, administration, professional analysis, supporting documentation, research, and work required for the preparation and adoption of the City of Rosemead LHMP. The final product must comply with all FEMA, CAL CES, or other emergency management professional standards currently published. It is anticipated that the contract period will start on or about November 2022. D. SCOPE OF SERVICES The scope of services to be provided by the selected consultant for this project includes but are not limited to the following: 1. Planning and Organization a. Preparation and organization of documents that thoroughly describe modes of implementation, methodology, and project management strategies or techniques that the Consultant intends to use working on the plan updates. Hold initial Kickoff Meeting with Planning Team and Stakeholders. Prepare a Work Plan and General Schedule of meetings. City of Rosemead — Update Local Hazard Mitigation Plan Request for Proposal No. 2022-21 b. Coordination of public outreach workshops to ensure that Rosemead residents and business owners can participate in the plan updates. c. The planning phase should also incorporate refining the scope of services provided by the City and creating a realistic schedule of necessary steps needed to complete the LHMP updates. 2. Risk and Vulnerability Assessment a. Identify assets and potential loss of assets within the Rosemead community. b. Identify all possible man-made and natural hazards. c. Describe geographic location including graphics using Geographic Information Systems (GIS). d. Create a hazard profile that includes an overall summary and the specific impact on the community. e. Research and review existing studies related to the hazards that may impact Rosemead and how climate change impacts those or has created new hazards. Impacts from climate change should focus on the localized hazards to the City of Rosemead rather than the global impacts. Climate change can create more frequent hazards at higher intensities that need to be addressed in this plan. f. Document all findings and analyses including technical data and output relevant to the risk assessment. 3. Hazard Mitigation Plan Strategy Maintenance Process a. Identify goals of the mitigation plan updates that define what long-term outcomes the City wants to achieve with the plan. b. Identify mitigation actions and how each action will be implemented. This should include who is responsible for various actions, funding mechanisms, timeframe for implementation, and implementation priority. This section should also focus on interpreting the status of mitigation strategies from the current Rosemead LHMP. c. Prepare a matrix that summarizes mitigation actions. 4. Plan Draft—Adoption and Approval a. Submit administrative draft of the LHMP updates to the LHMP Project Team with the City of Rosemead for comment and review according to the schedule created in phase 1. b. Collaborate and incorporate comments from the LHMP Project Team and prepare a Public Review Drafts as deemed appropriate and circulate as appropriate for public review and comment. City of Rosemead — Update Local Hazard Mitigation Plan Request for Proposal No. 2022-21 c. Prepare staff reports, exhibits, and presentations to any City Commissions and City Council. Public Review comments shall be incorporated into an Appendix of the final LHMP. d. Work with City Staff on the final adoption procedures by the City of Rosemead City Council and incorporate documentation of local adoption into the final updated LHMP. e. Work with City Staff in securing final approval letter and plan review tool from FEMA and any other applicable regulatory agencies. Under this task, the Consultant is responsible for ensuring the plans and the planning process is completed to the satisfaction of, and in accordance with the criteria established by FEMA. Should the Updated LHMP not receive approval after CalOES and FEMA review, the Consultant is responsible for reviewing the "required revision: comments provided by those agencies and perform all necessary follow-up tasks to finalize the updated LHMP to the satisfaction of FEMA. The consultant's responsibilities will be fulfilled when the Mitigation Plan is approved by CalOES and FEMA, and formally adopted by the City Council, and FEMA's letter of approval is inserted int to the Final Plan. E. TIME, PLACE, AND METHOD FOR PROPOSAL SUBMISSION Hard Copy or Electronic Submittal will be accepted as follows: 1. Hard Copy Submittals Four (4) sets of proposals and one (1) electronic PDF file on a flash drive, in sealed envelope(s) that shall be clearly marked: Request for Proposal No. 2022-21 Update to Local Hazard Mitigation Plan Do Not Open with Regular Mail ATTN: Ericka Hernandez, City Clerk City of Rosemead I City Clerk's Office 8858 E. Valley Blvd. Rosemead, CA 91770 2. Electronic Proposal Submittals: • Electronic proposals submittal through the City of Rosemead Vendor Portal hosted by PlanetBids at: httos://Dbsystem.r)lanetbids.com/portal/54150/portal-home Proposal submittal due date is Wednesday, September 21, 2022, at 10:00 a.m. Late proposals will not be considered. Faxed or e-mailed proposals will not be accepted. Hand carried proposals will be accepted before the response due date and time at the address above during normal business hours of 7:00 a.m. through 6:00 p.m., Monday through Thursday. City of Rosemead City Hall is closed on Fridays. City of Rosemead — Update Local Hazard Mitigation Plan Request for Proposal No. 2022-21 F. PROPOSAL SUBMITTAL FORMAT Proposal shall be submitted in the format specified below: 1. Cover Letter: Provide an executive summary of your proposal. 2. Table of Contents: Provide contents of proposal with page number references for each proposal section listed below. a. Section 1. Approach, and Scope of Work: Provide your understanding of the project, scope of work, schedule, and describe your approach in providing services. b. Section 2. Project Team, Key Personnel and Resumes: Provide an organization chart showing the names and responsibilities of key personnel and subconsultants. Provide resumes of all key personnel identified in the organization chart. c. Section 3. Company Qualifications: Provide qualifications of your, emphasize similar services provided, and local experience. d. Section 4. References: Provide five (5) Public Agency references for similar projects. e. Section S. Standard City Contract and Insurance Requirements: Proposers shall review the attached Standard City Contract and Insurance Requirements and provide a statement that they will comply with all aspects of the Agreement or provide any comments that they would like the City to consider. f. Section 6. Addenda Acknowledgement: If any Addenda is issued by the City, they shall be acknowledged in this section. g. Section 7. Cost Proposal: Consultant shall submit a not to exceed cost proposal listing a detailed cost for each task and sub -task; including work classification, rate, and estimated hours for each subtask of work. The general Scope of Services outlined herein is only provided as a guide in this Request for Proposals. Consultants shall provide a detailed Scope of Services in their submitted Technical Proposal as necessary to reflect the method and procedure in which they intend to provide the required professional services, consistent with the general Scope of Services. Provide your firm's current Hourly Fee Rates for staff classifications who may provide the services. G. CONSULTANT SELECTION SCHEDULE RFP DEADLINE INFORMATION DEADLINES Release of Request for Proposals 9/1/2022 Deadline to Submit Questions 9/12/2022 (by 5:00 pm) City of Rosemead — Update Local Hazard Mitigation Plan Request for Proposal No. 2022-21 Response to Questions Proposal Due Date Proposal Evaluation Tentative City Council Award Tentative Start Date H. SELECTION CRITERIA 9/14/2022 9/21/2022 (by 10:00 am) October/November 2022 October/November 2022 November 2022 The City will evaluate the Proposals submitted, and select the most qualified consultant. In evaluating the Proposals, the City may consider the following factors: • Completeness of the RFP and compliance with the required format. • Project understanding and approach to provide the requested services efficiently. • Experience and qualifications of the project team members. • Experience and qualifications of the firm. • Experience in local area and project requirements and process. • Experience in working as an extension of City staff and providing services in similar capacities with minimal direction from City staff. During the evaluation process, the City may also contact listed references (or request additional references), and include the feedback received in the evaluation factors listed above as applicable. I. CONTRACT PERIOD The contract period will be fora period of up to one-year, or upon conclusion of a successfully adopted LHMP. J. STANDARD CITY CONTRACT AND INSURANCE REQUIREMENTS City's Standard Professional Services Agreement is provided in Attachment A. Please review and provide any comments you have. City does not guarantee that any revisions to contract will be accepted. K. DISCRETION AND LIABILITY WAIVER The City reserves the right to reject all proposals or to request and obtain, from one or more of the consultants submitting proposals, supplementary information that may be necessary for City staff to analyze the consultants' proposals, pursuant to the selection criteria contained herein. The City is not liable for the costs incurred by the consultants for the preparation of this proposal. The City may require consultants to participate in additional rounds of more refined submittal before the ultimate selection is made. These rounds could encompass revision of the submittal criteria in City of Rosemead — Update Local Hazard Mitigation Plan Request for Proposal No. 2022-21 response to the nature and scope in the initial proposals. The Consultant, by submitting a response to this RFP, waives all rights to protest or seek any legal remedies whatsoever regarding any aspect of this RFP. All proposals shall be binding for a period of sixty (60) days afterthe delivery date and may be retained bythe City for examination and comparison. L. PUBLIC RECORDS ACT Proposals maybe subject to public disclosure under the California Public Records Act and other public records laws, and by submitting a proposal, the proposer waives all rights to confidentiality of any information submitted in the proposal and agrees to any and all such disclosures required or permitted by law. Proposals become the property of the City when submitted and by submitting a proposal, the proposer agrees that the City may use any information, documentation or writing contained in the proposal for any the City purpose. M. QUESTIONS REGARDING THE RFP Please direct any questions or concerns regarding this RFP to Mandy Wong, Public Safety Supervisor via email: MWong@citvofrosemead.org by September 12, 2022, by 5:00 pm. Answers to submitted questions will be posted on the Cities' website and Planetbids on September 14, 2022. N. ATTACHMENTS Attachment A— City Agreement and Insurance Requirements City of Rosemead — Update Local Hazard Mitigation Plan Request for Proposal No. 2022-21 ATTACHMENT A — PROFESSIONAL SERVICE AGREEMENT [INSERT TYPE OF PROFESSIONAL SERVICE] [INSERT COMPANY NAME] 1. PARTIES AND DATE. This Agreement is made and entered intothis this Day of , 20_ (Effective Date) by and between the City of Rosemead, a municipal organization organized under the laws of the State of California with its principal place of business at 8838 E. Valley Blvd., Rosemead, California 91770 ("City") and [INSERT COMPANY] a [INSERT TYPE OF ENTITY - CORPORATION, PARTNERSHIP, SOLE PROPRIETORSHIP OR OTHER LEGAL ENTITY] with its principal place of business at [INSERT ADDRESS] ("Consultant"). City and Consultant are sometimes individually referred to herein as "Party" and collectively as "Parties." 2. RECITALS. 2.1 Consultant. Consultant desires to perform and assume responsibility for the provision of certain professional services required by the City on the terms and conditions set forth in this Agreement. Consultant represents that it is experienced in providing [INSERT TYPE OF SERVICE] consulting services to public clients, is licensed in the State of California and is familiar with the plans of City. 2.2 Project. City desires to engage Consultant to render such ongoing professional [INSERT NAME OF PROJECT] ("Services") as set forth in this Agreement. 3. TERMS. 3.1 Scope of Services and Term. City of Rosemead — Update Local Hazard Mitigation Plan Request for Proposal No. 2022-21 3.1.1 General Scope of Services: Consultant promises and agrees to furnish to the City all labor, materials, tools, equipment, services, and incidental and customarywork necessary to fully and adequately supply the professional [INSERT TYPE OF SERVICES] services necessary for the Project, herein referred to a "Services". The Services are more particularly described in Exhibit [INSERT EXHIBIT LETTER] attached hereto and incorporated herein by reference. All Services shall be subject to, and performed in accordance with, this Agreement, the exhibits attached hereto and incorporated herein by reference, and all applicable local, state and federal laws, rules and regulations. 3.1.2 Term. The term of this Agreement shall be for a [INSERTWRITTEN YEARS] [(INSERT YEAR IN NUMBER)] year period from the Effective Date shown above, with [INSERT WRITTEN YEARS] [(INSERT YEARS)] extension at the sole and absolute discretion of the City, unless earlier terminated as provided herein. Consultant shall complete the Services within the term of this Agreement and shall meet any other established schedules and deadlines. 3.2 Responsibilities of Consultant. 3.2.1 Control and Payment of Subordinates; Independent Contractor. The Services shall be performed by Consultant or under its supervision. Consultant will determine the means, methods and details of performing the Services subject to the requirements of this Agreement. City retains Consultant on an independent contractor basis and not as an employee. Consultant retains the right to perform similar or different services for others during the term of this Agreement. Any additional personnel performing the Services under this Agreement on behalf of Consultant shall also not be employees of City and shall at all times be under Consultant's exclusive direction and control. Consultant shall pay all wages, salaries, and other amounts due such personnel in connection with their performance of Services under this Agreement and as required by law. Consultant shall be responsible for all reports and obligations respecting such additional personnel, including, but not limited to: social security taxes, income tax withholding, unemployment insurance, disability insurance, and workers' compensation insurance. 3.2.2 Schedule of Services: Consultant shall perform the Services expeditiously, within the term of this Agreement. Consultant represents that it has the professional and technical personnel required to perform the Services in conformance with such conditions. In order to facilitate Consultant's conformance with the Schedule, City shall respond to Consultant's submittals in a timely manner. Upon request of City, Consultant shall provide a more detailed schedule of anticipated performance to meet the Schedule of Services. 3.2.3 Conformance to Applicable Requirements: All work prepared by Consultant shall be subject to the approval of City. 3.2A Substitution of Key Personnel: Consultant has represented to City that City of Rosemead — Update Local Hazard Mitigation Plan Request for Proposal No. 2022-21 certain key personnel will perform and coordinate the Services under this Agreement. Should one or more of such personnel become unavailable, Consultant may substitute other personnel of at least equal competence upon written approval of City. In the event that City and Consultant cannot agree as to the substitution of key personnel, City shall be entitled to terminate this Agreement for cause. As discussed below, any personnel who fail or refuse to perform the Services in a manner acceptable to the City, or who are determined by the City to be uncooperative, incompetent, a threat to the adequate or timely completion of the Project or a threat to the safety of persons or property, shall be promptly removed from the Project by the Consultant at the request of the City. 3.2.5 City's Representative: The City hereby designates the City Manager, or his or her designee, to act as its representative for the performance of thisAgreement ("City's Representative"). City's Representative shall have the power to act on behalf of the City for all purposes under this Agreement. Consultant shall not accept direction or orders from any person other than the City's Representative or his or her designee. 3.2.6 Consultant's Representative: Consultant hereby designates [INSERT NAME], or his/her designee, to act as its representative for the performance of this Agreement ("Consultant's Representative"). Consultant's Representative shall have full authority to represent and act on behalf of the Consultant for all purposes under this Agreement. The Consultant's Representative shall supervise and direct the Services, using his/her professional skill and attention, and shall be responsible for all means, methods, techniques, sequences and procedures and for the satisfactory coordination of all portions of the Services under this Agreement. 3.2.7 Coordination of Services: Consultant agrees to work closely with City staff in the performance of Services and shall be available to City's staff, consultants and other staff at all reasonable times. 3.2.8 Standard of Care; Performance of Employees: Consultant shall perform all Services under this Agreement in a skillful and competent manner, consistent with the standards generally recognized as being employed by professionals in the same discipline in the State of California. Consultant represents and maintains that it is skilled in the professional calling necessary to perform the Services. Consultant represents that all employees and subcontractors shall have sufficient skill and experience to perform the Services assigned to them. Finally, Consultant represents that it, its employees and subcontractors have all licenses, permits, qualifications and approvals of whatever nature that are legally required to perform the Services, including a City business License, and that such licenses and approvals shall be maintained throughout the term of this Agreement. As provided for in the indemnification provisions of this Agreement, Consultant shall perform, at its own cost and expense and without reimbursement from the City, any services necessary to correct errors or omissions which are caused by the Consultant's failure to comply with the standard of care provided for herein. 3.2.9 Laws and Regulations: Consultant shall keep itself fully informed of and in compliance with applicable local state and federal laws, rules and regulations in any City of Rosemead — Update Local Hazard Mitigation Plan Request for Proposal No. 2022-21 manner affecting the performance of the Project or the Services, including all Cal/OSHA requirements, and shall give all notices required by law. Consultant shall be liable for all violations of such laws and regulations in connection with Services. If the Consultant performs any work knowing it to be contrary to such laws, rules and regulations and without giving written notice to the City, Consultant shall be solely responsible for all costs arising therefrom. Consultant shall indemnify and hold City, its officials, directors, officers, employees and agents free and harmless, pursuant to the indemnification provisions of this Agreement, from any liability to the extent found to be arising out of any failure to comply with such laws, rules or regulations. 3.2.10 Insurance: Consultant shall maintain prior to the beginning of and for the duration of this Agreement insurance coverage as specified in Exhibit B attached to and part of this agreement. 3.2.11 Safety: Contractor shall execute and maintain its work so as to avoid injury or damage to any person or property. In carrying out its Services, the Consultant shall at all times be in compliance with all applicable local, state and federal laws, rules and regulations, and shall exercise all necessary precautions for the safety of its employees appropriate to the nature of the work and the conditions under which the work is to be performed. Safety precautions as applicable shall include, but shall not be limited to: (A) adequate life protection and life saving equipment and procedures; (B) instructions in accident prevention for all employees and subcontractors, such as safe walkways, scaffolds, fall protection ladders, bridges, gang planks, confined space procedures, trenching and shoring, equipment and other safety devices, equipment and wearing apparel as are necessary or lawfully required to prevent accidents or injuries; and (C) adequate facilities for the proper inspection and maintenance of all safety measures. 3.3 Fees and Payments. 3.3.1 Compensation: Consultant shall receive compensation, including authorized reimbursements, for all Services rendered under this Agreement and shall not exceed [INSERT WRITTEN AMOUNT] Dollars [(INSERT NUMERIC AMOUNT)] and in accordance with consultant's proposal dated [INSERT DATE]. Consultant's proposal is hereby incorporated and found in Exhibit "A". Extra Work may be authorized in writing, as described below, and will be compensated at the rates and manner set forth in this Agreement. 3.3.2 Payment of Compensation: Consultant shall submit to City a monthly itemized statement which indicates work completed and hours of Services rendered by Consultant. The statement shall describe the amount of Services and supplies provided since the initial commencement date, or since the start of the subsequent billingperiods, as appropriate, through the date of the statement. City shall, within 30 days of receiving such statement, review the statement and pay all approved charges thereon. City of Rosemead — Update Local Hazard Mitigation Plan Request for Proposal No. 2022-21 3.3.3 Reimbursement for Expenses: Consultant shall not be reimbursed for any expenses unless authorized in writing by City. 3.3.4 Extra Work: At any time during the term of this Agreement, City may request that Consultant perform Extra Work. As used herein, "Extra Work" means any work which is determined byCityto be necessaryforthe proper completion of the Project, but which the parties did not reasonably anticipate would be necessary at the execution of this Agreement. Consultant shall not perform, nor be compensated for, Extra Work without written authorization from City's Representative. 3.3.5 Prevailing Wages: Consultant is aware of the requirements of California Labor Code Section 1720, et seq., and 1770, et seq., as well as California Code of Regulations, Title 8, Section 1600, et seq., ("Prevailing Wage Laws"), which require the payment of prevailing wage rates and the performance of other requirements on "public works" and "maintenance" project, as defined by the Prevailing Wage Laws, and if the total compensation is $1,000 or more, Consultant agrees to fully comply with such Prevailing Wage Laws to the extent they are applicable to Consultant. City shall provide Consultant with a copy of the prevailing rates of per diem wages in effect at the commencement of this Agreement. Consultant shall make copies of the prevailing rates of per diem wages for each craft; classification or type of worker needed to execute the Services available to interested parties upon request and shall post copies at the Consultant's principal place of business and at the project site. Consultant shall defend, indemnify and hold the City, its elected officials, officers, employees and agents free and harmless from any claim or liability arising out of any failure or alleged failure to comply with the Prevailing Wage Laws. 3A Accounting Records. 3.4.1 Maintenance and Inspection: Consultant shall maintain complete and accurate records with respect to all costs and expenses incurred under this Agreement. All such records shall be clearly identifiable. Consultant shall allow a representative of City during normal business hours to examine, audit, and make transcripts or copies of such records and any other documents created pursuant to this Agreement. Consultant shall allow inspection of all work, data, documents, proceedings, and activities related to the Agreement for a period of three (3) years from the date of final payment under this Agreement. 3.5 General Provisions. 3.5.1 Termination of Agreement. 3.5.1.1 Grounds for Termination: City may, by written notice to Consultant, terminate the whole or any part of this Agreement at any time and without cause by giving written notice to Consultant of such termination, and specifying the effective date thereof, at leastseven (7) days before the effective date of such termination. Upon termination, Consultant shall be compensated only for those services which have been adequately rendered to City, and Consultant shall be entitled to no further compensation. Consultant may not terminate this Agreement except for cause. City of Rosemead — Update Local Hazard Mitigation Plan Request for Proposal No. 2022-21 3.5.12 Effect of Termination: If this Agreement is terminated as provided herein, City may require Consultant to provide all finished or unfinished Documents/ Data and other information of any kind prepared by Consultant in connection with the performance of Services under this Agreement. Consultant shall be required to provide such document and other information within fifteen (15) days of the request. 3.5.1.3 Additional Services: In the event this Agreement is terminated in whole or in part as provided herein, City may procure, upon such terms and in such manner as it may determine appropriate, services similar to those terminated. 3.5.2 Delivery of Notices: All notices permitted or required under this Agreement shall be given to the respective parties at the following address, or at such other address as the respective parties may provide in writing for this purpose: CONSULTANT: CITY: [INSERT COMPANY NAME] [INSERT ADDRESS] Attn: [INSERT PRIMARY CONTACT] Tel: [INSERT PHONE NUMBER] City of Rosemead 8838 Valley Boulevard Rosemead, CA 91770 Attn: [INSERT CITY CONTACT] Such notice shall be deemed made when personally delivered orwhen mailed, forty- eight (48) hours by certified mail or deposit in the U.S. Mail, first-class postage prepaid and addressed to the party at its applicable address. Actual notice shall be deemed adequate notice on the date actual notice occurred, regardless of the method of service. 3.5.3 Ownership of Materials and Confidentiality. 3.5.3.1 Documents & Data; Licensing of Intellectual Property: This Agreement creates a non-exclusive and perpetual license for City to copy, use, modify, reuse, or sublicense any and all copyrights, designs, and other intellectual property embodied in plans, specifications, studies, drawings, estimates, and other documents or works of authorship fixed in any tangible medium of expression, including but not limited to, physical drawings or data magnetically or otherwise recorded on computer diskettes, which are prepared or caused to be prepared by Consultant under this Agreement ("Documents & Data"). Consultant shall require all subcontractors to agree in writing that City is granted a City of Rosemead — Update Local Hazard Mitigation Plan Request for Proposal No. 2022-21 non-exclusive and perpetual license for any Documents & Data the subcontractor prepares under this Agreement. Consultant represents and warrants that Consultant has the legal right to license any and all Documents & Data. Consultant makes no such representation and warranty in regard to Documents & Data which were prepared by design professionals other than Consultant or provided to Consultant by the City. The Documents & Data are intended for use solely with respect to the project for which they were prepared. Any reuse or modification by City shall be at City's sole risk. 3.5.3.2 Confidentiality: All ideas, memoranda, specifications, plans, procedures, drawings, descriptions, computer program data, input record data, written information, and other Documents and Data either created by or provided to Consultant in connection with the performance of this Agreement shall be held confidential by Consultant. Such materials shall not, without the prior written consent of City, be used by Consultant for any purposes other than the performance of the Services. Nor shall such materials be disclosed to any person or entity not connected with the performance of the Services or the Project. Nothing furnished to Consultant which is otherwise known to Consultant or is generally known, or has become known, to the related industry shall be deemed confidential. Consultant shall not use City's name or insignia, photographs of the Project, or any publicity pertaining to the Services or the Project in any magazine, trade paper, newspaper, television or radio production or other similar medium without the prior written consent of City. 3.5.4 Cooperation; Further Acts: The Parties shall fully cooperate with one another, and shall take any additional acts or sign any additional documents as may be necessary, appropriate or convenient to attain the purposes of this Agreement. 3.5.5 Attorney's Fees: If either party commences an action against the other party, either legal, administrative or otherwise, arising out of or in connection with this Agreement, the prevailing party in such litigation shall be entitled to have and recover from the losing party reasonable attorney's fees and all costs of such action as part of prevailing party's total damages as determined by court of competent jurisdiction or as agreed upon by the parties in settlement. 3.5.6 Indemnity and Defense. a. Indemnity and Defense To the fullest extent permitted by law, Consultant shall indemnify and hold harmless Agency and any and all of its officials, employees and agents ("Indemnified Parties") from and against any and all losses, liabilities, damages, costs and expenses, including legal counsel's fees and costs, to the extent caused by the negligent or wrongful act, error or omission of Consultant, its officers, agents, employees or subconsultants (or any agency or individual that Consultant shall bear the legal liability thereof) in the performance of services under this agreement. Consultant's duty to indemnify and hold harmless Agency shall not extend to the Agency's sole or active negligence. City of Rosemead — Update Local Hazard Mitigation Plan Request for Proposal No. 2022-21 b. Duty to Defend In the event the Agency, its officers, employees, agents and/or volunteers are made a party to any action, lawsuit, or other adversarial proceeding arising from the performance of the services encompassed by this agreement, and upon demand by Agency, Consultant shall defend the Agency at Consultant's cost or at Agency's option, to reimburse Agency for its costs of defense, including reasonable attorney's fees and costs incurred in the defense of such matters to the extent the matters arise from, relate to or are caused by Consultant's negligent acts, errors or omissions. Payment by Agency is not a condition precedent to enforcement of this provision. In the event of any dispute between Consultant and Agency, as to whether liability arises from the sole or active negligence of the Agency or its officers, employees, or agents, Consultant will be obligated to pay for Agency's defense until such time as a final judgment has been entered adjudicating the Agency as solely or actively negligent. In no event shall the cost to defend charged to the design professional exceed the design professional's proportionate percentage of fault. 3.5.7 Entire Agreement: This Agreement contains the entire Agreement of the parties with respect to the subject matter hereof, and supersedes all prior negotiations, understandings or agreements. This Agreement may only be modified by a writing signed by both parties. 3.5.8 Governing Law: This Agreement shall be governed by the laws of the State of California. Venue shall be in Los Angeles County. 3.5.9 Time of Essence: Time is of the essence for each and every provision of this Agreement. 3.5.10 City's Right to Employ Other Consultants: City reserves right to employ other consultants in connection with this Project. 3.5.11 Successors and Assigns: This Agreement shall be binding on the successors and assigns of the parties. 3.5.12 Assignment or Transfer: Consultant shall not assign, hypothecate, or transfer, either directly or by operation of law, this Agreement or any interest herein without the prior written consent of the City. Any attempt to do so shall be null and void, and any assignees, hypothecates or transferees shall acquire no right or interest by reason of such attempted assignment, hypothecation or transfer. 3.5.13 Construction; References; Captions: Since the Parties or their agents have participated fully in the preparation of this Agreement, the language of this Agreement shall be construed simply, according to its fair meaning, and not strictly for or against any Party. Any term referencing time, days or period for performance shall be deemed calendar days and not work days. All references to Consultant include all personnel, employees, City of Rosemead — Update Local Hazard Mitigation Plan Request for Proposal No. 2022-21 agents, and subcontractors of Consultant, except as otherwise specified in this Agreement. All references to City include its elected officials, officers, employees, agents, and volunteers except as otherwise specified in this Agreement. The captions of the various articles and paragraphs are for convenience and ease of reference only, and do not define, limit, augment, or describe the scope, content, or intent of this Agreement. 3.5.14 Amendment; Modification: No supplement, modification, or amendment of this Agreement shall be binding unless executed in writing and signed by both Parties. 3.5.15 Waiver: No waiver of any default shall constitute a waiver of any other default or breach, whether of the same or other covenant or condition. No waiver, benefit, privilege, or service voluntarily given or performed by a Party shall give the other Party any contractual rights by custom, estoppel, or otherwise. 3.5.16 No Third Party Beneficiaries: There are no intended third party beneficiaries of any right or obligation assumed by the Parties. 3.5.17 Invalidity; Severability: If any portion of this Agreement is declared invalid, illegal, or otherwise unenforceable by a court of competent jurisdiction, the remaining provisions shall continue in full force and effect. 3.5.18 Prohibited Interests: Consultant maintains and warrants that it has not employed nor retained any company or person, other than a bona fide employee working solely for Consultant, to solicit or secure this Agreement. Further, Consultant warrants that it has not paid nor has it agreed to pay any company or person, other than a bona fide employee working solely for Consultant, any fee, commission, percentage, brokerage fee, gift or other consideration contingent upon or resulting from the award or making of this Agreement. Consultant further agrees to file, or shall cause its employees or subconsultants to file, a Statement of Economic Interest with the City's Filing Officer as required under state law in the performance of the Services. For breach or violation of this warranty, City shall have the right to rescind this Agreement without liability. For the term of this Agreement, no member, officer or employee of City, during the term of his or her service with City, shall have any direct interest in this Agreement, or obtain any present or anticipated material benefit arising therefrom. 3.5.19 Equal Opportunity Employment: Consultant represents that it is an equal opportunity employer and it shall not discriminate against any subcontractor, employee or applicant for employment because of race, religion, color, national origin, handicap, ancestry, sex or age. Such non-discrimination shall include, but not be limited to, all activities related to initial employment, upgrading, demotion, transfer, recruitment or recruitment advertising, layoff or termination. Consultant shall also comply with all relevant provisions of City's Minority Business Enterprise program, Affirmative Action Plan or other City of Rosemead — Update Local Hazard Mitigation Plan Request for Proposal No. 2022-21 related programs or guidelines currently in effect or hereinafter enacted. 3.5.20 Labor Certification: By its signature hereunder, Consultant certifies that it is aware of the provisions of Section 3700 of the California Labor Code which require every employer to be insured against liability for Worker's Compensation or to undertake self- insurance in accordance with the provisions of that Code, and agrees to comply with such provisions before commencing the performance of the Services. 3.5.21 Authority to Enter Agreement: Consultant has all requisite power and authority to conduct its business and to execute, deliver, and perform the Agreement. Each Party warrants that the individuals who have signed this Agreement have the legal power, right, and authority to make this Agreement and bind each respective Party. 3.5.22 Counterparts: This Agreement may be signed in counterparts, each of which shall constitute an original. 3.6 Subcontracting. 3.6.1 Prior Approval Required: Consultant shall not subcontract any portion of the work required by this Agreement, except as expressly stated herein, without priorwritten approval of City. Subcontracts, if any, shall contain a provision making them subject to all provisions stipulated in this Agreement. [Signatures on next Page] City of Rosemead — Update Local Hazard Mitigation Plan Request for Proposal No. 2022-21 CITY OF ROSEMEAD Ben Kim, City Manager Date Attest: Ericka Hernandez, City Clerk Date Approved as to Form: [INSERT COMPANY NAME] 0 Name: [If Corporation, TWO SIGNATURES, President OR Vice President AND Secretary, AND CORPORATE SEAL OF CONTRACTOR REQUIRED] In Name: Rachel Richman Date City Attorney Title: City of Rosemead — Update Local Hazard Mitigation Plan Request for Proposal No. 2022-21 EXHIBIT A SCOPE OF SERVICES/ RATE SCHEDULE City of Rosemead — Update Local Hazard Mitigation Plan Request for Proposal No. 2022-21 EXIBIT B INSURANCE REQUIREMENTS Prior to the beginning of and throughout the duration of the Work, Consultant will maintain insurance in conformance with the requirements set forth below. Consultant will use existing coverage to comply with these requirements. If that existing coverage does not meet the requirements set forth here, Consultant agrees to amend, supplement, or endorse the existing coverage to do so. Consultant acknowledges that the insurance coverage and policy limits set forth in this section constitute the minimum amount of coverage required. Any insurance proceeds available to City in excess of the limits and coverage required in this agreement and which is applicable to a given loss, will be available to City. Consultant shall provide the following types and amounts of insurance: General Liability Insurance. Consultant shall maintain commercial general liability insurance with coverage at least as broad as Insurance Services Office form CG 00 01, in an amount not less than $1,000,000 per occurrence, $2,000,000 general aggregate, for bodily injury, personal injury, and property damage, and $2,000,000 completed operations aggregate. Any endorsement restricting standard ISO "insured contract" language will not be accepted. Business Auto Coverage. Consultant shall maintain automobile insurance at least as broad as Insurance Services Office form CA 00 01 covering bodily injury and property damage for all activities of the Consultant arising out of or in connection with Work to be performed under this Agreement, including coverage for any owned, hired, non -owned or rented vehicles, in an amount not less than $1,000,000 combined single limit for each accident. Workers Compensation on a state -approved policy form providing statutory benefits as required by law with employer's liability limits no less than $1,000,000 per accident or disease. Consultant shall submit to Agency, along with the certificate of insurance, a Waiver of Subrogation endorsement in favor of Agency, its officers, agents, employees, and volunteers. Technology Professional Liability or Errors and Omissions Insurance as appropriate shall be written on a policy form coverage specifically designed to protect against acts, errors, or omissions of the consultant and "Covered Professional Services" as designated in the policy must specifically include work performed under this agreement. The policy limit shall be no less than $1,000,000 per occurrence/loss, $2,000,000 general aggregate, which shall include the following coverage: A. Liability arising from the unauthorized release of information for which an entity has the legal obligation to keep private, such as personally identifiable information (PII) and protected health information (PHI). B. Network security liability arising from the unauthorized use of, access to, or tampering with computer systems, including hacker or denial of service attacks. City of Rosemead — Update Local Hazard Mitigation Plan Request for Proposal No. 2022-21 C. Liability arising from the failure of technology products (software and hardware) required under the contract for consultant to properly perform the intended services. D. Claims alleging the failure of computer security that result in the transmission of malicious code, deletion, destruction or alteration of data, or the denial of service. E. Electronic Media Liability arising from personal injury, plagiarism or misappropriation of ideas, domain name infringement or improper deep -linking or framing, and infringement or violation of intellectual property rights. F. Liability arising from the rendering, or failure to render, professional services. G. Defense costs in regulatory proceedings (state and federal) involving a violation of privacy laws or intellectual property rights. H. Crisis management and other expert services. If coverage is maintained on a claims -made basis, the Consultant shall maintain such coverage for an additional three (3) years following termination of the contract. Insurance procured pursuant to these requirements shall be written by insurers that are admitted carriers in the state of California and with an A.M. Bests rating of A- or better and a minimum financial size VII. Cyber technology errors and omissions. Consultant shall procure and maintain insurance with limits of $1,000,000 per occurrence/loss, $2,000,000 general aggregate, which shall include the following coverage: a. Liability arising from the unauthorized release of information for which an entity has the legal obligation to keep private, such as personally identifiable information (PII) and protected health information (PHI). b. Network security liability arising from the unauthorized use of, access to, or tampering with computer systems, including hacker or denial of service attacks. c. Liability arising from the failure of technology products (software and hardware) required under the contract for Consultant to properly perform the intended services. d. Claims alleging the failure of computer security that result in the transmission of malicious code, deletion, destruction or alteration of data, or the denial of service. e. Electronic Media Liability arising from personal injury, plagiarism or misappropriation of ideas, domain name infringement or improper deep -linking or framing, and infringement or violation of intellectual property rights. f. Liability arising from the rendering, or failure to render, professional services. g. Defense costs in regulatory proceedings (state and federal) involving a violation of privacy laws or intellectual property rights. h. Crisis management and other expert services. If coverage is maintained on a claims -made basis, the Consultant shall maintain such coverage for an additional three (3) years following termination of the contract. City of Rosemead — Update Local Hazard Mitigation Plan Request for Proposal No. 2022-21 General conditions pertaining to provision of insurance coverage by Consultant. Consultant and City agree to the following with respect to insurance provided by Consultant: 1. Consultant agrees to have its insurer endorse the third -party general liability coverage required herein to include as additional insureds City, its officials, employees, and agents, using standard 150 endorsement No. CG 2010. Consultant also agrees to require all contractors, and subcontractors to do likewise. 2. No liability insurance coverage provided to comply with this Agreement shall prohibit Consultant, or Consultant's employees, or agents, from waiving the right of subrogation prior to a loss. Consultant agrees to waive subrogation rights against City regardless of the applicability of any insurance proceeds, and to require all contractors and subcontractors to do likewise. 3. All insurance coverage and limits provided by Contractor and available or applicable to this agreement are intended to apply to the full extent of the policies. Nothing contained in this Agreement or any other agreement relating to the City or its operations limits the application of such insurance coverage. 4. None of the coverages required herein will be in compliance with these requirements if they include any limiting endorsement of any kind that has not been first submitted to City and approved of in writing. 5. No liability policy shall contain any provision or definition that would serve to eliminate so-called "third party action over" claims, including any exclusion for bodily injury to an employee of the insured or of any contractor or subcontractor. 6. All coverage types and limits required are subject to approval, modification, and additional requirements by the City, as the need arises. Consultant shall not make any reductions in scope of coverage (e.g., elimination of contractual liability or reduction of discovery period) that may affect City's protection without City's prior written consent. 7. Proof of compliance with these insurance requirements, consisting of certificates of insurance evidencing all of the coverages required and an additional insured endorsement to Consultant's general liability policy, shall be delivered to City at or prior to the execution of this Agreement. In the event such proof of any insurance is not delivered as required, or in the event such insurance is canceled at any time and no replacement coverage is provided, City has the right, but not the duty, to obtain any insurance it deems necessary to protect its interests under this or any other agreement and to pay the premium. Any premium so paid by City shall be charged to and promptly paid by Consultant or deducted from sums due Consultant, at City option. 8. Certificate(s) are to reflect that the insurer will provide 30 days' notice to City of any cancellation of coverage. Consultant agrees to require its insurer to modify such certificates to delete any exculpatory wording stating that failure of the insurer to mail written notice of cancellation City of Rosemead — Update Local Hazard Mitigation Plan Request for Proposal No. 2022-21 imposes no obligation, or that any party will "endeavor" (as opposed to being required) to comply with the requirements of the certificate. 9. It is acknowledged by the parties of this agreement that all insurance coverage required to be provided by Consultant or any subcontractor, is intended to apply first and on a primary, noncontributing basis in relation to any other insurance or self-insurance available to City. 10. Consultant agrees to ensure that subcontractors, and any other party involved with the project who is brought onto or involved in the project by Consultant, provide the same minimum insurance coverage required of Consultant. Consultant agrees to monitor and review all such coverage and assumes all responsibility for ensuring that such coverage is provided in conformity with the requirements of this section. Consultant agrees that upon request, all agreements with subcontractors and others engaged in the project will be submitted to City for review. 11. Consultant agrees not to self -insure or to use any self-insured retentions or deductibles on any portion of the insurance required herein and further agrees that it will not allow any contractor, subcontractor, Architect, Engineer or other entity or person in any way involved in the performance of work on the project contemplated by this agreement to self -insure its obligations to City. If Consultant's existing coverage includes a deductible or self-insured retention, the deductible or self-insured retention must be declared to the City. At that time the City shall review options with the Consultant, which may include reduction or elimination of the deductible or self- insured retention, substitution of other coverage, or other solutions. 12. The City reserves the right at any time during the term of the contract to change the amounts and types of insurance required by giving the Consultant ninety (90) days advance written notice of such change. If such change results in substantial additional cost to the Consultant, the City will negotiate additional compensation proportional to the increased benefit to City. 13. For purposes of applying insurance coverage only, this Agreement will be deemed to have been executed immediately upon any party hereto taking any steps that can be deemed to be in furtherance of or towards performance of this Agreement. 14. Consultant acknowledges and agrees that any actual or alleged failure on the part of City to inform Consultant of non-compliance with any insurance requirement in no way imposes any additional obligations on City nor does it waive any rights hereunder in this or any other regard. 15. Consultant will renew the required coverage annually as long as City, or its employees or agents face an exposure from operations of any type pursuant to this agreement. This obligation applies whether or not the agreement is canceled or terminated for any reason. Termination of this obligation is not effective until City executes a written statement to that effect. 16. Consultant shall provide proof that policies of insurance required herein expiring during the term of this Agreement have been renewed or replaced with other policies providing at least the same coverage. Proof that such coverage has been ordered shall be submitted prior to expiration. A City of Rosemead — Update Local Hazard Mitigation Plan Request for Proposal No. 2022-21 coverage binder or letter from Consultant's insurance agent to this effect is acceptable. A certificate of insurance and/or additional insured endorsement as required in these specifications applicable to the renewing or new coverage must be provided to City within five days of the expiration of the coverages. 17. The provisions of any workers' compensation or similar act will not limit the obligations of Consultant under this agreement. Consultant expressly agrees not to use any statutory immunity defenses under such laws with respect to City, its employees, officials, and agents. 18. Requirements of specific coverage features, or limits contained in this section are not intended as limitations on coverage, limits, or other requirements nor as a waiver of any coverage normally provided by any given policy. Specific reference to a given coverage feature is for purposes of clarification only as it pertains to a given issue and is not intended by any party or insured to be limiting or all-inclusive. 19. These insurance requirements are intended to be separate and distinct from any other provision in this agreement and are intended by the parties here to be interpreted as such. 20. The requirements in this Section supersede all other sections and provisions of this Agreement to the extent that any other section or provision conflicts with or impairs the provisions of this Section. 21. Consultant agrees to be responsible for ensuring that no contract used by any party involved in any way with the project reserves the right to charge City or Consultant for the cost of additional insurance coverage required by this agreement. Any such provisions are to be deleted with reference to City. It is not the intent of City to reimburse any third party for the cost of complying with these requirements. There shall be no recourse against City for payment of premiums or other amounts with respect thereto. Consultant agrees to provide immediate notice to City of any claim or loss against Consultant arising out of the work performed underthis agreement. City assumes no obligation or liability by such notice, but has the right (but not the duty) to monitor the handling of any such claim or claims if they are likely to involve City. U W 1.11.' 1 w1lb Emergency Planning Consultants Proposal 1 FL606 mEmergency Consultants September 15, 2022 This proposal from Emergency Planning Consultants (EPC) responds to the City Rosemead's RFP No. 2022-21 Update Local Hazard Mitigation Plan (LHMP). It has been my honor to have written more than 125 FEMA -approved hazard mitigation plans. More important, EPC authored Rosemead's FEMA -approved 2018 LHMP. It's also important to note that EPC prepared a long list of mitigation plans for other jurisdictions throughout Los Angeles County including the County's 2014 All -Hazards Mitigation Plan. Hazard mitigation planning has been at the very core of "recovery planning" for decades but the Disaster Mitigation Act of 2000 elevated the importance of developing pre - disaster mitigation activities. Mitigation activities includes projects, programs, and plans that assist with minimizing or eliminating threats associated with hazards. Since the passage of DMA 2000 there have been numerous case studies proving that the steps taken ahead to minimize and/or eliminate risks has greatly reduced damages and loss of life. Like wearing a seat belt in a car, mitigation has revolutionized disaster outcomes. Whether thought of as "insurance" or a "good investment", there is no doubt that mitigation is the right thing to do. If that's not enough incentive, federal regulations require public jurisdictions to maintain a FEMA -approved HMP in order to be eligible for post -disaster Hazard Mitigation Grant Program funds. Additionally, recently there has been considerable discussion among other federal agencies about the future need for HMPs to qualify for other types of post -disaster funding. EPC maintains the outstanding qualifications required to conduct hazard research and mapping, facilitate a robust planning process, actively encourage public involvement, negotiate with the California Office of Emergency Services (Cal OES) and the Federal Emergency Management Agency (FEMA) during the formal review process, and garner adoption by the City of Rosemead City Council. EPC President Carolyn Harshman has enjoyed two careers: City Planning and Emergency Management. Both careers required continued improvement in professional skills of research, data collection, mapping, stakeholder involvement and community outreach, technical writing, public speaking, training design and delivery. Without a doubt, Emergency Planning Consultants is the subject matter expert in the field of hazard mitigation in California having written the most FEMA - approved plans in California. The identified EPC Team members have been with the firm for a significant amount of time and are expected to continue as such through the term of the Professional Service Agreement. EPC agrees that replacement of key team members will not be permitted without prior consultation with approval by the City. Carolyn J. Harshman is the sole proprietor of the woman -owned business known as Emergency Planning Consultants. The DBA (Doing Business As) is maintained through the County of San Diego, California. This proposal is valid for a period of one year and is signed by the sole proprietor of Emergency Planning Consultants. Respectfully, Carolyn J. Harshman, MPA, CEM President Emergency Planning Consultants Cell: 858-922-6964 epc(ftacbell.net www.carolynharshman.com 2 TABLE OF CONTENTS Section 1. Approach and Scope of Work Section 2. Project Team, Key Personnel and Resumes Section 3. Company Qualifications Section 4. References Section 5. Standard City Contract and Insurance Requirements Section 6. Addenda Acknowledgement Section 7. Cost Proposal Page 4 Page 14 Page 18 Page 19 Page 19 Page 19 Page 19 Section 1. Approach and Scope of Work Approach Emergency Planning Consultants (EPC) will draw valuable content from the City's 2018 Local Hazard Mitigation Plan including its mitigation strategy actions, plan goals, and hazard history. An updated FEMA -approved HMP will maintain the City's eligibility to compete for Hazard Mitigation Grant Program funds which are made available to jurisdictions within the declared area following a Presidential Disaster Declaration. Additionally, FEMA new BRIC program (Building Resilient Infrastructure and Communities) is an annual source of mitigation funds available to jurisdictions with FEMA - approved mitigation plans. The intent of the federal government's Disaster Mitigation Act of 2000 (DMA 2000) is three -fold: a) To gather hazard, vulnerability, and mitigation information from the local level for use in state -level planning. b) To ensure that state and local hazard mitigation planning is coordinated to the greatest extent practical. c) To ensure that local jurisdictions are made aware of the hazards and vulnerabilities within their jurisdiction and to develop strategies to reduce those vulnerabilities. In order to meet all of those objectives, FEMA developed a "checklist' for use by the State and Federal reviewers. The Region IX Local Hazard Mitigation Plan Review Tool (FEMA Review Tool) includes the following tasks: ➢ Element A: Planning Process ➢ Element B: Hazard Identification and Risk Assessment ➢ Element C: Mitigation Strategy ➢ Element D: Plan Review, Evaluation, and Implementation ➢ Element E: Plan Adoption (by City Council) Regarding to the FEMA regulations for hazard mitigation planning, the project approach will definitely integrate the new guidelines identified in Local Mitigation Planning Policy Guide that was released April 19, 2022, and effective April 19, 2023. At present, FEMA has not yet released an updated FEMA Review Tool to coincide with the new Planning Policy Guide. However, EPC is aware of the intended release and will utilize the newest FEMA Review Tool available at the time of submission to Cal OES. It's important to note that it is especially important to hire a consulting firm with an extensive history of preparing FEMA - approved Mitigation Plans. Without adequate experience, it would be common to spend as much time in the "Cal OES and FEMA review phase" as in preparing the actual plan. EPC prepares approvable plans and in the event a Cal OES or FEMA reviewer disagrees, has years of experience in discussing the regulations and differences in interpretation in order to gain approval. Scope of Work Preparation of a mitigation plan incorporates all of the federal requirements relating to local hazard mitigation plans. EPC's hazard mitigation planning approach has been perfected since 2005 when the federal government first required plans for local jurisdictions. Since that time great effort and time has gone into tracking the changes of "interpretations" by the regulatory agencies of the DMA 2000 legislation. Without publishing updates to the originating legislation, FEMA instead has published guidelines (see below) and has amended the FEMA Review Tool used to judge the adequacy of plans. Understanding all the changes in interpretation is critical to writing a plan that can go through the state and FEMA reviewers with only minor revisions. State and FEMA have both made significant staffing changes over the past year resulting in more consistent reviews and fewer unjustified requested changes. Recently, FEMA review staff have worked closely with state review staff to better understand the requirements in order to streamline the review process. With so many FEMA approved plans, obviously EPC clearly understands both the regulations and "interpretations" so goes into the review process as aligned as possible. All said, the key to an efficient and successful review is to be absolutely certain that every required component is clearly indicated in the plan. EPC accomplishes this through the use of "milestones" throughout the plan indicating the exact FEMA Review Tool reference. Nothing can replace EPC's years of experience and track record at facilitating and writing FEMA -approved Mitigation Plans. This experience has also prepared us for any unexpected challenges with other aspects of the planning process — Planning Team Meetings, community outreach, facilitating the formal review, and participating in the adoption meeting. EPC prides itself on working closely with the jurisdiction's Point of Contact to bend and adjust to the content, format, and scheduling needs. EPC methodology is based on a dedication to continuous learning and improvement. Every mitigation plan is a mix of the community profile and hazards. This is balanced with the federal regulations and planning directives from the State of California. As each EPC mitigation plan is written it is tempered by lessons learned about hazards and recent interpretations by the Cal OES and FEMA reviewers. To ensure compliance with the federal regulations, the plan will include "milestones" indicating the location of required content. The project objectives will be met by following EPC rigid process of data collection, hazard research, meeting management, and mastery of the regulations guiding the development of hazard mitigation plans. Although an "approval" is ever important, the focus on the project approach is create a planning process that will imprint the Planning Team through the implementation phase. EPC takes great pride in building a culture of awareness regarding hazard mitigation. As identified in the detailed project approach and schedule later in the proposal, Project Manager Carolyn Harshman will have eyes on the project at all times including facilitating each of the Planning Team meetings, the Community Outreach, and City Council meeting. She will also be the sole contract for the City Project Manager and will leader the EPC Support Staff through daily communications. Her most important role will be as the Principal Planner as she weaves the work of the EPC Support Staff into the plan's writing. As for managing challenges that may arise, recent COVID-19 project management effort was seamless as meetings became virtual. The most common obstacle in the planning process is the lack of time on the part of the jurisdiction's planning team members. EPC totally understand how local government staffs are stretched to the limit. That's the reason we take so much pride in "doing the heavy lifting". We do the research and the homework and develop tools to make the planning process easy and hopefully even fun. In total, the Planning Team can expect to spend no more than 10 hours on the entire project. There are 4 2 -hour meetings and 2 hours will be needed to review the First Draft Plan. As for the City Project Manager, more time will be required for EPC communications, information requests, and participating in the Community Outreach process, and City Council meeting. Altogether, the City Project Manager can expect to spend approximately 20-30 hours on the project. All the external review details and negotiations will be handled by EPC. Planninq and Organization Planning Process The project will be supported by the involvement of two groups of stakeholders: 1) Primary - Planning Team, and 2) Secondary - General Public and External Agencies. The purpose and commitments are delineated below. M Public Involvement (General Public and External Agencies) will be the backbone of the Community Outreach portion of the project and the options for involving the public will be discussed at the first Planning Team meeting. In order to comply with FEMA requirements, it is critical that individuals and organizations outside of the Planning Team have access to the plan during the "plan writing process". In addition to other outreach activities, EPC will provide the following community outreach tools: o Distribution a range of EPC -produced handouts sharing mitigation techniques available to residents and businesses. ll' 4 \ E A R T H Q U A K E e W- - - MINIMIN OR ENMINAM THREATS ASSOCIATED WUH HAZARDS m ❑s mlw.�oµmw.s � ❑ sncw r.w ❑ Gavma.ek.mMmoKwr.cn: uM��3 'r runru� em way IWFncOx�ncINWY1MKW o Links to hazard information allowing home and business owners to identify specific hazards impacting their own properties (State of California's MyHazards). FEMA requires the Draft Plan be made available to the general public and external agencies (e.g., adjoining jurisdictions, servicing special districts, etc.) during the plan writing phase. EPC recommends posting the Second Draft Plan on the City's website and using existing notification methods including social media, newsletters, or other means to inform the general public of the Plan's availability. As for the external agencies, EPC will provide email content for distribution to the various agencies (not yet including Cal OES and FEMA) including the link to the posting of the Second Draft Plan. All information gathered will be included in the Third Draft Plan. • Planning Team EPC recommends that the Planning Team consist of representatives from departments within the City with responsibilities identified in the 2018 HMP. A week in advance of the 4th Planning Team meeting, the First Draft Plan will be distributed. As City participants are selected for the Team, it's important to keep in mind that hazard mitigation focuses on regulatory controls as well as construction and maintenance of buildings and infrastructure. EPC will provide agendas, handouts, minutes, and PowerPoints for each meeting. EPC President Carolyn Harshman will facilitate each of the four meetings. As of now, it is expected that the meetings will be delivered virtually. EPC maintains a Zoom account. Should the City choose a different medium for conducting meeting, EPC will accommodate those requests. o Planning Team Meeting #1 (2 hours) • The purpose of the first meeting is to provide a general overview of the project, update plan goals, review project timeline, gather pertinent documents, confirm roles and membership of the Planning Team, review the concepts and standards contained in the DMA 2000 regulations and FEMA Review Tool, discuss availability of mapping resources, and examine the initial hazard assessment. o Opportunities relating to the community outreach approach will also be discussed. o Planning Team Meeting #2 (2 hours) • The purpose of the second meeting is to begin work on the Mitigation Strategy. This will involve capturing the status of the mitigation actions identified in the 2018 HMP along with other existing mitigation activities since that plan. EPC will work in advance of the meeting to review the General Plan -Safety Element, Annual Budget, and Capital Improvement Program in order to capture any already identified mitigation -related projects or policies that can be included in the plan. o Planning Team Meeting #3 (2 hours) ■ The purpose of the third meeting is to develop new mitigation action items. During the meeting EPC will distribute a planning tool that contains a comprehensive list of mitigation actions from a wide variety of jurisdictional plans. The use of this comprehensive list will assist and expedite the Planning Team's process of identifying existing and future mitigation actions. o Planning Team Meeting #4 (2 hours) • Review of the First Draft Plan will be preceded by advance distribution of the document to the Planning Team. The meeting will provide an opportunity for the Planning Team to provide input to the First Draft Plan. Also, this meeting will include a discussion on final preparations and logistics for soliciting input from the general public and external agencies during the distribution of the Second Draft Plan. Risk and Vulnerability Assessment The update to the Hazard Mitigation Plan will be completed in compliance with the requirements of the federal government Disaster Mitigation Act of 2000 (DMA 2000), FEMA's Local Multi - Hazard Mitigation Planning Guidance published July 2008, the Local Mitigation Plan Review Guide published in October 2011, and the Local Mitigation Planning Handbook published March Local Mitigation 2013. Building on those materials and other FEMA mitigation Plan Review Guide "how-to guides", the following methodology will be utilized: F"'" Hazard Identification and Profiles will be included in the Risk Assessment. EPC will build off of the Risk Assessment in the 2018 LHMP, 2019 County of Los Angeles All -Hazards Mitigation Plan, and the 2019 California State Mitigation Plan. Additionally, the 2010 General Plan -Public Safety Element and the Emergency Operations Plan will be reviewed for hazard and risk -related information as well as history of previous occurrences. In addition to using information from these resources, the plan will include ways to cross-reference and integrate the mitigation plan with the other documents identified above. EPC also maintains a broad range of resources for information regarding historical disasters. EPC will consider the hazards included in the 2018 Plan (earthquake, flooding, windstorm, dam failure, drought) along with additional hazards now posing a significant threat to the jurisdiction. The "threshold" for significance is that a hazard event will impact the jurisdiction so severely that a Local Disaster Declaration would be justified. During the first Planning Team meeting, the hazards will be discussed, and EPC will provide recommendations on a final hazards list. The Risk Assessment in the LHMP will include hazard -specific chapters including EPC - produced HAZUS-MH maps and reports (see below). • Local Capability Assessment includes a list of the programs (budgets, facility improvement plans), policies, and personnel available within the jurisdiction to complete the Mitigation Strategy. • Asset Vulnerability will also be included in the Risk Assessment specifically identifying each of the City -owned essential and critical facilities as to hazard vulnerability. In addition to the HAZUS maps and reports discussed below, EPC will produce hazard -specific maps showing location of the City's essential and critical facilities. • Community Profile will be developed for the project area. More than just demographics and organizational structure, the Profile will reflect the history and unique characteristics of the community. • Mapping resources within the jurisdiction will be utilized by EPC to assist the reader in understanding the location and vulnerability to hazards. Additionally, EPC will produce any other maps necessary to properly explain the location of hazards as they relate to critical and essential facilities. Also, see below for a discussion on HAZUS-MH. � r l YOMTL.[LLO city of Monb fia ® 9 w Dam v.nv a Estimating Potential Losses will be accomplished through the use of HAZUS- MH (Hazards United States — Multi -Hazard) — a software produced by FEMA designed to estimate loss projections for earthquake, hurricane, flooding, and tsunami. EPC will prepare a minimum of three HAZUS-MH Level 2 maps and reports. The specific scenarios will be selected in coordination with the Planning Team. HAZUS-MH utilizes data from the most recent U.S. Census. That information is overlaid with a hazard scenario (e.g., San Andreas Fault). In the case of an earthquake scenario, the HAZUS-MH output is a map showing shaking intensities along with a detailed report on impacts to people, structures, infrastructure, and utilities. A dam inundation sample HAZUS-MH flood map prepared by EPC is shown on the left. Hazard Mitigation Plan StrategV and Maintenance Process Mitigation Strategy • Hazard Mitigation Goals will be built off of the goals in the 2018 HMP. This task will be accomplished during the first Planning Team meeting. Hazard Mitigation Actions Items are the very core of the mitigation plan. The mitigation actions in the 2018 HMP will be the starting point of this process in order to establish the accomplishments since the original plan. In addition to the action itself, FEMA now requires additional detail in describing the various action items. The entire Mitigation Strategy will be updated to comply with all contemporary FEMA standards. During the third Planning Team meeting our focus will be on developing new action items. This will include capturing ongoing activities not included in the 2018 HMP as well as developing new items for the future. Future ideas will be created by Planning Team members as well as drawn from pertinent General Plan policies and the Capital Improvement Program. During this brainstorming process, members will be encouraged to think through the various hazards and come up with projects and programs that could be funded through the federal Hazard Mitigation Grant Program (HMGP) and other state and federal pre- and post -disaster funding mechanisms. EPC will present simple tools for ranking cost and benefit. Prior to 10 both of the meetings, EPC will prepare and distribute materials that will streamline discussions during the meetings. Maintenance Process Plan Maintenance chapter identifies the timing and tasks involved in implementing the FEMA -approved LHMP. While the Mitigation Actions Matrix itself will contain all of the FEMA -mandated and practical information required to implement, the Plan Maintenance chapter will outline the schedule and process for implementing the Matrix. The Plan Maintenance chapter will include an Implementation Plan for tracking progress on a quarterly/annual basis. Following is an example of what the Implementation Plan will look like: Incorporation into Existing Planning Mechanisms is particularly important if mitigation is to be achieved successfully. It's common for the City's General Plan, Emergency Operations Plan, Zoning Ordinance, Floodplain Management Plan, Storm Water Management Plan, or other regulatory documents to be closely associated with many of the mitigation actions items. FEMA wants to ensure that the mitigation plan is not a stand-alone document but rather part of a comprehensive approach to hazard mitigation. Plan Draft - Approval and Adoption To begin the formal review and approval process, EPC will forward an electronic copy of the Third Draft Plan and a FEMA Review Tool to Cal OES. Following any DMA 2000 - justified revisions by EPC, Cal OES will forward the Third Draft Plan to FEMA for review and issuance of an Approval Pending Adoption. As with the review by Cal OES, EPC will complete any DMA 2000 -justified revisions while being certain to protect the City 11 Plan Goals Addressedro a P9e E ro ry 2 I V n C 5 31 e r F — Ee a M f— E 4 s s A c i S Y — T yy Y 0 E c = 3 yy k Q u sCY U' n G a g FtF y$ S — m e a JR M11-1 Continue to integrate Disaster Yearly X X X X X GF/GR, GPQO/RC H Reyised— thegoalsandactionRems Management coordinating from the Haurd Mitigation Planning organization. Plan (Plan) Into existing Committee(DMPQ Hold monthly regulatory documents and meetings programs, where address Issues appropriate. MH -2 Identify and pursue DMPC yearly X X X X X GF/GR, GP/ZO/RC H ReNsed— fuming opportunities to coordinating developandlmplemem organization. local mitigation activities. Monthly Gram Committee Meetings Incorporation into Existing Planning Mechanisms is particularly important if mitigation is to be achieved successfully. It's common for the City's General Plan, Emergency Operations Plan, Zoning Ordinance, Floodplain Management Plan, Storm Water Management Plan, or other regulatory documents to be closely associated with many of the mitigation actions items. FEMA wants to ensure that the mitigation plan is not a stand-alone document but rather part of a comprehensive approach to hazard mitigation. Plan Draft - Approval and Adoption To begin the formal review and approval process, EPC will forward an electronic copy of the Third Draft Plan and a FEMA Review Tool to Cal OES. Following any DMA 2000 - justified revisions by EPC, Cal OES will forward the Third Draft Plan to FEMA for review and issuance of an Approval Pending Adoption. As with the review by Cal OES, EPC will complete any DMA 2000 -justified revisions while being certain to protect the City 11 from unfair or unjustified revisions. Upon receipt of the Approval Pending Adoption letter from FEMA, the Final Draft Plan will be scheduled for presentation to the City Council for adoption. EPC will prepare a staff report, resolution, and PowerPoint. EPC President Carolyn Harshman will be available for a virtual presentation to the City Council should that be desired. Following the Council meeting, proof of adoption will be forwarded to FEMA. FEMA will then send an email and Letter of Approval which EPC will be incorporate into the Final Plan. EPC will continue to lead the planning process until the Letter of Approval is received from FEMA and incorporated into the Final Plan. Schedule The Project Schedule below recommends a fast-track approach to the Planning Process. Rather than monthly Planning Team meetings, the first 3 will be weekly. This approach keeps the information fresh in the minds of the Team and allows us to get the Plan in the hands of the formal reviewers (Cal OES, FEMA) much quicker. This will ensure the City's eligibility for HMGP and other grants requiring approved mitigation plans. 12 13 0 010 Planning and Organization First Draft, Second Draft, Third Draft, Final Draft, X X X X X X X X X X Final Planning Team Meeting #1 LHMP Overview and X Initial Hazard Briefing Planning Team Meeting #2 HAZUS and Status of X 2018 Mitigation Action Items Planning Team Meeting #3 Future Mitigation X Action Items Planning Team Meeting #4 Review First Draft X Plan Encourage Public Participation in Household and X Business Mitigation Activities Social Media General Public Input to Second Draft Plan X External Agencies Provide Input to Second Draft X Plan Risk and Vulnerability Assessment Conduct Risk and Vulnerability Assessment X X Prepare HAZUS and Critical Asset Mas X X Prepare Capability Assessment X X Hazard Mitigation Plan Strategy and Maintenance Process Update Mitigation Actions X Prepare New Miti ation Actions X Include Monitoring, Evaluating and Updating the X X Plan Adoption and Approval Submit Third Draft Plan to Cal OES/FEMA. X X X X Complete Mandated Revisions. Receive FEMA's Approval Pending Adoption X Post and Conduct City Council Meeting to Adopt X the Final Draft Plan Submit Proof of Adoption to FEMA X Receive FEMA Final Approval X Incorporate FEMA Final Approval into Final Plan X Note: recently the formal review process has taken 4 months however historically it has ranged from 6 months to as much as 1 year 13 Section 2. Project Team, Key Personnel and Resumes The EPC Team selected for this project is the perfect balance of subject matter history, expertise, background, and local knowledge. Following are an organizational chart proposed for this project as well as introductions to the EPC Team members. Name: Carolyn J. Harshman, CEM Education: Master of Public Administration Professional Affiliations: International Association of Emergency Managers, California Emergency Services Association, Natural Hazard Mitigation Association Professional Licenses and Certifications: Certified Emergency Manager Carolyn Harshman, CEM is the sole proprietor Owner and President of Emergency Planning Consultants and will serve as the Consultant Project Manager and Principal Planner. Preparing a Hazard Mitigation Plan requires subject matter expertise in the areas of emergency response planning, hazard mitigation planning, mapping, and land use planning. With backgrounds in both land use planning and emergency management, Ms. Harshman is the right fit for facilitating the planning project. Ms. Harshman will serve as the Consultant Project Manager to the City Project Manager and maintains responsibility for all aspects of the contracted services. Monthly status updates will be provided to the City Project Manager concerning budget and work progress. Invoices will be submitted according to the terms of the contract. As Principal Planner, Ms. Harshman will lead the project by facilitating and participating at all Local Planning Team meetings, community outreach activities, and the City Council meeting. She will serve as the principal author and maintain quality control over the document at all times. Ms. Harshman will also manage relationships and work products from EPC staff, ensuring quality control and continuous improvement by conducting weekly meetings with the EPC Team. Prior to working in the field of emergency management, Ms. Harshman enjoyed a combined 20 -year career as a city, regional, and redevelopment planner for the County of San Diego, City of San Diego, and Southeastern Economic Development Corporation. In her role as a land use planner Ms. Harshman prepared General Plan Amendments, Community Plans, Zoning Ordinance revisions, and conducted hundreds of community meetings. As a local government staff member for so many years, Carolyn is very familiar with the organization, roles, and responsibilities of government entities. Ms. Harshman began work in the field of emergency management in 1984 when she was hired as a hazard planner for the County of San Diego's Office of Disaster Preparedness. There she updated the County's Emergency Operations Plan and also served as the Hazards Officer. Responding to requests from other jurisdictions to provide consulting services, Carolyn began part-time work as a consultant in 1986 writing Multi -Hazard Functional Plans (now known as Emergency Operations Plans) and providing training. In 1996, she ended her career with local government and established Emergency Planning Consultants. 14 Ms. Harshman has been a member of FEMA's Emergency Management Institute's Planning Advisory Board since 2005, involved in each update to the Emergency Planning Course (G235). Also, she taught FEMA's pilot course deliveries for the Comprehensive Preparedness Guide (CPG) 101. The revised CPG 101 regulations provide guidance on styles and content for emergency operations plans, placing emphasis on engaging the "whole community" — including those with access and functional needs, children, and those with household pets and service animals. Carolyn has completed and teaches FEMA Master Trainer Program courses as well as a variety of other courses at the Emergency Management Institute, California Specialized Training Institute, and as an adjunct instructor at a variety of educational facilities. Ms. Harshman holds a Master of Public Administration (MPA) degree from San Diego State University and is a Certified Emergency Manager (CEM), as conferred by the International Association of Emergency Managers. Actively engaged in professional development, Ms. Harshman was in FEMA's first cohort of the National Emergency Management Executive Academy. Ms. Harshman is an active leader in the International Association of Emergency Managers, serving as Chair of the Conference Committee, Chair of the Leadership Symposium, Chair of the Membership & Marketing Committee, President of IAEM-USA Region 9 (California, Arizona, Nevada, Hawaii, and Pacific Territories), Second Vice President for IAEM- USA, First Vice President for IAEM-USA, and now proud to be serving as President for IAEM-USA. EPC Support Team Program. Name: Israel Estrada, CEM Education: Master of Science — Emergency Management Israel Estrada, CEM is an independent contractor serving as the Lead Hazard Research and Plan Writing Analyst. He is responsible for hazard and demographic research, writing, technical services, graphics, and data analysis. Israel has worked for several years as a local emergency manager producing a range of plans, training, and exercises. Israel is a Certified Emergency Manager as conferred by the International Association of Emergency Managers. He is soon to complete FEMA's Master Exercise Practitioner Program and FEMA's Planning Practitioner Israel's first work with EPC was in 2019. 15 Name: Alex L. Fritzler Education: Bachelor of Arts — Business Administration Alex Fritzler is a part-time EPC contractor serving as the Mapping Analyst. He is responsible for hazard and demographic research, writing, technical services, graphics, data analysis, mapping services, and HAZUS. Alex has assisted with the preparation of more than thirty local government hazard mitigation plans and HAZUS projects since joining EPC in 2010. Name: Megan R. Fritzler Education: Bachelor of Arts — Liberal Studies Megan Fritzler is a part-time EPC contractor serving as the Hazard Research and Plan Writing Analyst. She is responsible for hazard and demographic research and writing in support of hazard mitigation plans. Since 2018, Megan has assisted with the preparation of ten local government hazard mitigation plans including two multi - jurisdictional plans now in the FEMA review phase: Los Angeles County Metropolitan Transportation Authority (Metro) and Sonoma County Office of Education. Organizational Chart 16 Key Personnel Resume CAROLYN J. HARsrm4AN, MPA, CEM E D U C A T I O N MASTER OF PUBLIC ADMINISTRATION, SAN DIEGO STATE UNIVERSITY, 1977 BACHELOR OF ARTS, PSYCHOLOGY, SAN DIEGO STATE UNIVERSITY, 1974 C E R T I F I C A T I O N Certified Emergency Manager (CEM®), International Association of Emergency Managers E X P E R I E N C E President (1984 to Present), Emergency Planning Consultants, San Diego, California. Consulting contracts with broad spectrum of government entities and non-profit organizations. Certified Master Trainer through the Federal Emergency Management Agency; Trainings have included California SEMS Introduction and EOC courses; ICS 100, 200, 300, 400, 402, 800; NIMS 700 and a wide variety of FEMA courses. Exercise services have included full-scale/field exercises (8), functional exercises (250), and tabletops (1,500). Specializing in Local Hazard Mitigation Plans since 2005 with a total of 150 FEMA -approved to date. Faculty (1984 to Present), National University, FEMA's Emergency Management Institute, San Diego State University, Cal Poly San Luis Obispo, California State Fire Marshal, California Specialized Training Institute, National Disaster Preparedness Training Program (University of Hawaii). Senior Projects Manager (1995 to 1996), Southeastern Economic Development Corporation, San Diego, California. Management of Projects & Development Division for City of San Diego's Redevelopment Agency. Director of Training & Development (1987 to 1995), City of San Diego, San Diego, California. Management of organizational effectiveness and training programs for City Planning Department and the Building Inspection Department. City Planner (1985 to 1987), City of San Diego Planning Department, San Diego, California. Operations Officer (1982 to 1985), County of San Diego Office of Disaster Preparedness, San Diego, California. Project Manager on County's Emergency Operations Plan, Hazard Analysis, Dam Evacuation Plans, Drought Plan, and Damage Assessment Process. Public Information Officer and Exercise Officer. Operational responsibilities included Emergency Operations Center activations. Regional Land Use Planner (1977 to 1982), County of San Diego Department of Planning and Land Use, San Diego, California. PROFESSIONAL AFFILIATIONS International Association of Emergency Managers (IAEM), Member, 1996 -present, IAEM-USA President 2021-2022 California Emergency Services Association (CESA), Member, 2000 -present National Hazard Mitigation Association (NHMA), Member, 2012 -present 17 Section 3. Company Qualifications Although EPC will gladly provide a comprehensive list of emergency management consulting accomplishments (plans, training, and exercises), below is the list of the hazard mitigation plans (2016 -present). Staff assignments: Harshman (CH), Israel Estrada (IE), Alex Fritzler (AF), Megan Fritzler (MF). Ms. Harshman served/serves as the Project Manager and Principal Planner for each of these projects. Jurisdiction Hazard Mitigation Antelope Valley Transit Authority FEMA Approved 2017 CH, AF Chula Vista Elementary School District FEMA Approved 2016 CH, AF Cities of Rancho Palos Verdes and Rolling Hills Estates FEMA Approved 2020 CH, MF City of Bellflower (also included General Plan Safety Element FEMA Approved 2018 CH, AF City of Bradbury FEMA Approved 2019 CH, AF City of Buena Park (also included Emergency Operations Plan FEMA Approved 2017 CH, AF City of Compton Plan Writing Phase 2022 CH, IE City of Covina FEMA Approved 2020 CH, MF City of Duarte FEMA Approved 2020 CH, MF City of EI Monte FEMA Approved 2017 CH, MF City of Glendora FEMA Approved 2016 CH, AF City of La Habra Heights FEMA Approved 2022 CH, MF City of La Puente (also included Emergency Operations Plan FEMA Approved 2018 CH, AF City of Lomita (also included Emergency Operations Plan FEMA Approved 2018 CH, AF City of Long Beach (also included Continuity of Operations Plan FEMA Approved 2017 CH, AF City of Montebello (also included General Plan Safety Element FEMA Approved 2017 CH, AF City of Rolling Hills FEMA Approved 2019 CH, AF City of Rosemead FEMA Approved 2018 CH, AF City of Santa Ana FEMA Review 2022 CH, MF City of Santa Fe Springs FEMA Approved 2018 CH, AF City of San Fernando FEMA ADDroved 2021 CH, MF City of Signal Hill Plan Writing Phase 2022 CH, IE City of Sierra Madre FEMA Approved 2020 CH, MF City of South EI Monte FEMA Approved 2021 CH, MF City of Walnut, Mt. San Antonio Community College District, Walnut Valley Unified School District FEMA Approved 2020 CH, AF City of Whittier FEMA Approved 2016 CH, AF Cucamonga Valley Water District FEMA Approved 2019 CH, MF Granite School District (Salt Lake City, Utah FEMA Approved 2019 CH, AF Juru a Community Services District FEMA Approved 2021 CH, AF Iia Jurisdiction Hazard Mitigation Los Angeles County Metropolitan Transit Authority LA Metro FEMA Approval Pending Adoption 2022 CH, MF Morongo Unified School District FEMA Approved 2020 CH, MF Mountains Recreation and Conservation Authority FEMA Review 2022 CH, MF Omnitrans FEMA Approved 2019 CH, MF Public Water Agencies Group Plan Writing Phase 2022 CH, IE, AF Sonoma County Office of Education (Multi- Jurisdictional Hazard Mitigation Plan Cal OES Review 2022 CH, MF Southwestern Community Coll e a District FEMA Approved 2016 CH, AF Town of Yucca Valle FEMA Approved 2018 CH, AF Section 4. References Agency Los Angeles Metropolitan Ms. Moniek Pointer, (213) 264-0858 Transportation Authority Manager, Emergency Management Department City of Sierra Madre Mr. Brent Bartlett, Fire Chief, (626) 264-8692 Fire Department City of San Fernando Mr. Ken Jones, Management (818) 898-1240 Analyst, Public Works Department City of Duarte Mr. Jason Golding, (626) 357-7931 x231 Planning Division Manager City of South EI Monte Mr. Colby Cataldi, Community 626-579-6540 ext. 3218 Development Director EPC President Carolyn Harshman has reviewed the City's Contract Sample and Insurance Requirements and agrees to comply with all aspects of the Agreement. Section 6. Addenda Acknowledgement No addenda or question/answers were posted regarding this request for proposal. Section 7. Cost Proposal The Cost Proposal is based on the following classifications, names, and hourly rates: Project Manager and Principal Planner: Carolyn J. Harshman ($250/hr) Lead Hazard Research and Plan Writing Analyst: Israel Estrada ($150/hr) Mapping Analyst: Alex Fritzler ($100/h r) Hazard Research and Plan Writing Analyst: Megan Fritzler ($100/hr) 19 C) 0 2 8 8 8 8/ \\ 8 e \ , , - -4 " 6 \ % 61)- _ Q Q & I .` 8 R K , Lo k k . Lo \ / ' 2 J � @ '\ 7 8 8 8 8 06 R R R R k 69, . - ' 6 k J G v n I co + § § 0 . c c$ £ 0 Q1mmak \EC �, «, ( {%r t d m UJ:] E k/\ f� 2 \ Er— D \ S );G »Q2 &§ 2§ $fes CL 2< o t ° m 6 ƒ m > ca-« a CL m« ; 0§\ 00 M\CL 2 $orcr,)o � of§ o_. o§ �_.� 3. CPI 10c o (I)-co- Lu o;e »«m�$)2$$2' oma N E.G� 4) 2� ceo-` �� �a qn2 5CLE«0-E7 ;mr c' \e _ om E2b§' 2f�<ro<aq) k. 6{--_--e=k_o��om==««�a�� o«_�a-a�Sc§ �.; ��c�_ oc °� CL .2 I7� �.E„]Q-oc=F■E< Eooa=2mc:o.� o.&]ea]E� N a 2m � • ” E e°- m12�2222T <.-°o-moo. mLU -, \ �2�wa 0 e f&§Xk�«o�co=.Eee 0 ��:o§E2 -m=%«S;-�_2��#�04) 20 .l=o o« = �±EoSiE«»6«2CaNm>4) §oo(\� '2(303/A/3±7pw0\z ff (Dƒ3§m±a§�a0-2`� Attachment C Professional Services Agreement ATTACHMENT PROFESSIONAL SERVICE AGREEMENT PROFESSIONAL SERVICES AGREEMENT EMERGENCY PLANNING CONSULTANTS PARTIES AND DATE. This Agreement is made and entered into this 25th day of October, 2022 by and between the City of Rosemead, a municipal organization organized under the laws of the State of California with its principal place of business at 8838 E. Valley Blvd., Rosemead, California 91770 ("City") and Emergency Planning Consultants (EPC) a private company with its principal place of business at 3665 Ethan Allen Avenue, San Diego, California, 92117 ("Consultant'). City and Consultant are sometimes individually referred to herein as "Party" and collectively as "Parties." 2. RECITALS. 2.1 Consultant. Consultant desires to perform and assume responsibility for the provision of certain professional services required by the City on the terms and conditions set forth in this Agreement. Consultant represents that it is experienced in providing Hazard Mitigation Plans to the public clients and is familiar with the equivalent plan of the State of California as well as federal regulations pertaining to hazard mitigation planning, is licensed in the State of California and is familiar with the plans of City. 2.2 Project. City desires to engage Consultant to render such ongoing professional services to create an updated Hazard Mitigation Plan for submission to the Federal Emergency Management Agency (FEMA) via the California Office of Emergency Services (Cal OES) ("Project') as set forth in this Agreement. Following receipt of a "conditional approval' from FEMA, the plan will be presented to the City of Rosemead City Council for adoption. Next, the plan will be resubmitted to FEMA for final approval. The plan will be written, and the planning process be conducted in such a manner to be consistent with the guidelines of the Disaster Mitigation Act of 2000. The Consultant assumes responsibility for gathering research data and conducting a hazard analysis but will rely on City department representatives for their historical knowledge and the City's capabilities to prepare for and mitigate against natural disasters. See Exhibit A: Scope of Services/Rate Schedule for details on the overall project. ("Services") as set forth in this Agreement. 3. TERMS. 3.1 Scope of Services and Term. 3.1.1 General Scope of Services: Consultant promises and agrees to furnish to the City all labor, materials, tools, equipment, services, and incidental and customary work necessary to fully and adequately supply the professional consulting services necessary for the Project, herein referred to a "Services". The Services are more particularly described in Exhibit "A" attached hereto and incorporated herein by reference. All Services shall be subject to, and performed in accordance with, this Agreement, the exhibits attached hereto and incorporated herein by reference, and all applicable local, state and federal laws, rules and regulations. 3.1.2 Term. The term of this Agreement shall be from October 25, 2022 to December 31, 2023. unless earlier terminated as provided herein. Consultant shall complete the Services within the term of this Agreement and shall meet any other established schedules and deadlines. 32 Responsibilities of Consultant. 3.2.1 Control and Payment of Subordinates; Independent Contractor. The Services shall be performed by Consultant or under its supervision. Consultant will determine the means, methods and details of performing the Services subject to the requirements of this Agreement. City retains Consultant on an independent contractor basis and not as an employee. Consultant retains the right to perform similar or different services for others during the term of this Agreement. Any additional personnel performing the Services under this Agreement on behalf of Consultant shall also not be employees of City and shall at all times be under Consultant's exclusive direction and control. Consultant shall pay all wages, salaries, and other amounts due such personnel in connection with their performance of Services under this Agreement and as required by law. Consultant shall be responsible for all reports and obligations respecting such additional personnel, including, but not limited to: social security taxes, income tax withholding, unemployment insurance, disability insurance, and workers' compensation insurance. 32.2 Schedule of Services: Consultant shall perform the Services expeditiously, within the term of this Agreement. Consultant represents that it has the professional and technical personnel required to perform the Services in conformance with such conditions. In order to facilitate Consultant's conformance with the Schedule, City shall respond to Consultant's submittals in a timely manner. Upon request of City, 2 Consultant shall provide a more detailed schedule of anticipated performance to meet the Schedule of Services. 3.2.3 Conformance to Applicable Requirements: All work prepared by Consultant shall be subject to the approval of City. 3.2A Substitution of Key Personnel: Consultant has represented to City that certain key personnel will perform and coordinate the Services under this Agreement. Should one or more of such personnel become unavailable, Consultant may substitute other personnel of at least equal competence upon written approval of City. In the event that City and Consultant cannot agree as to the substitution of key personnel, City shall be entitled to terminate this Agreement for cause. As discussed below, any personnel who fail or refuse to perform the Services in a manner acceptable to the City, or who are determined by the City to be uncooperative, incompetent, a threat to the adequate or timely completion of the Project or a threat to the safety of persons or property, shall be promptly removed from the Project by the Consultant at the request of the City. 3.2.5 City's Representative: The City hereby designates the City Manager, or his or her designee, to act as its representative for the performance of this Agreement ("City's Representative"). City's Representative shall have the power to act on behalf of the City for all purposes under this Agreement. Consultant shall not accept direction or orders from any person other than the City's Representative or his or her designee. 3.2.6 Consultant's Representative: Consultant hereby designates Carolyn Harshman, president, Emergency Planning Consultants, or his/her designee, to act as its representative for the performance of this Agreement ("Consultant's Representative"). Consultant's Representative shall have full authority to represent and act on behalf of the Consultant for all purposes under this Agreement. The Consultant's Representative shall supervise and direct the Services, using his/her professional skill and attention, and shall be responsible for all means, methods, techniques, sequences and procedures and forthe satisfactory coordination of all portions of the Services under this Agreement. 3.2.7 Coordination of Services: Consultant agrees to work closely with City staff in the performance of Services and shall be available to City's staff, consultants and other staff at all reasonable times. 3.2.8 Standard of Care; Performance of Employees: Consultant shall perform all Services under this Agreement in a skillful and competent manner, consistent with the standards generally recognized as being employed by professionals in the same discipline in the State of California. Consultant represents and maintains that it is skilled in the professional calling necessary to perform the Services. Consultant represents that all employees and subcontractors shall have sufficient skill and experience to perform the Services assigned to 3 them. Finally, Consultant represents that it, its employees and subcontractors have all licenses, permits, qualifications and approvals of whatever nature that are legally required to perform the Services, including a City business License, and that such licenses and approvals shall be maintained throughout the term of this Agreement. As provided for in the indemnification provisions of this Agreement, Consultant shall perform, at its own cost and expense and without reimbursement from the City, any services necessary to correct errors or omissions which are caused by the Consultant's failure to comply with the standard of care provided for herein. 3.2.9 Laws and Regulations: Consultant shall keep itself fully informed of and in compliance with applicable local state and federal laws, rules and regulations in any manner affecting the performance of the Project or the Services, including all Cal/OSHA requirements, and shall give all notices required by law. Consultant shall be liable for all violations of such laws and regulations in connection with Services. If the Consultant performs any work knowing it to be contrary to such laws, rules and regulations and without giving written notice to the City, Consultant shall be solely responsible for all costs arising therefrom. Consultant shall indemnify and hold City, its officials, directors, officers, employees and agents free and harmless, pursuant to the indemnification provisions of this Agreement, from any liability to the extent found to be arising out of any failure to comply with such laws, rules or regulations. 3.2.10 Insurance: Consultant shall maintain prior to the beginning of and for the duration of this Agreement insurance coverage as specified in Exhibit "B" attached to and part of this agreement. 3.2.11 Safety: Contractor shall execute and maintain its work so as to avoid injury or damage to any person or property. In carrying out its Services, the Consultant shall at all times be in compliance with all applicable local, state and federal laws, rules and regulations, and shall exercise all necessary precautions for the safety of its employees appropriate to the nature of the work and the conditions under which the work is to be performed. Safety precautions as applicable shall include, but shall not be limited to: (A) adequate life protection and life saving equipment and procedures; (B) instructions in accident prevention for all employees and subcontractors, such as safe walkways, scaffolds, fall protection ladders, bridges, gang planks, confined space procedures, trenching and shoring, equipment and other safety devices, equipment and wearing apparel as are necessary or lawfully required to prevent accidents or injuries; and (C) adequate facilities for the proper inspection and maintenance of all safety measures. 3.3 Fees and Payments. 3.3.1 Compensation: Consultant shall receive compensation, including authorized reimbursements, for all Services rendered under this Agreement and shall not exceed Forty -Five Thousand Dollars ($45,000.00) and in accordance with consultant's proposal dated September 19, 2022. Consultant's proposal is hereby incorporated and found in Exhibit "A". Extra Work may be authorized in writing, as 2 described below, and will be compensated at the rates and manner set forth in this Agreement. 3.3.2 Payment of Compensation: Consultant shall submit to City a monthly itemized statement which indicates work completed and hours of Services rendered by Consultant. The statement shall describe the amount of Services and supplies provided since the initial commencement date, or since the start of the subsequent billing periods, as appropriate, through the date of the statement. City shall, within 30 days of receiving such statement, review the statement and pay all approved charges thereon. 3.3.3 Reimbursement for Expenses: Consultant shall not be reimbursed for any expenses unless authorized in writing by City. 3.3.4 Extra Work: At any time during the term of this Agreement, City may request that Consultant perform Extra Work. As used herein, "Extra Work" means any work which is determined by City to be necessary for the proper completion of the Project, but which the parties did not reasonably anticipate would be necessary at the execution of this Agreement. Consultant shall not perform, nor be compensated for, Extra Work without written authorization from City's Representative. 3.3.5 Prevailing Wages: Consultant is aware of the requirements of California Labor Code Section 1720, et seq., and 1770, et seq., as well as California Code of Regulations, Title 8, Section 1600, et seq., ("Prevailing Wage Laws"), which require the payment of prevailing wage rates and the performance of other requirements on "public works" and "maintenance" project, as defined by the Prevailing Wage Laws, and if the total compensation is $1,000 or more, Consultant agrees to fully comply with such Prevailing Wage Laws to the extent they are applicable to Consultant. City shall provide Consultant with a copy of the prevailing rates of per diem wages in effect at the commencement of this Agreement. Consultant shall make copies of the prevailing rates of per diem wages for each craft; classification or type of worker needed to execute the Services available to interested parties upon request and shall post copies at the Consultant's principal place of business and at the project site. Consultant shall defend, indemnify and hold the City, its elected officials, officers, employees and agents free and harmless from any claim or liability arising out of any failure or alleged failure to comply with the Prevailing Wage Laws. 3.4 Accounting Records. 3.4.1 Maintenance and Inspection: Consultant shall maintain complete and accurate records with respect to all costs and expenses incurred under this Agreement. All such records shall be clearly identifiable. Consultant shall allow a representative of City during normal business hours to examine, audit, and make transcripts or copies of such records and any other documents created pursuant to this Agreement. Consultant shall allow inspection of all work, data, documents, proceedings, and activities related to the Agreement for a period of three (3) years from the date of final payment under this Agreement. 5 3.5 General Provisions. 3.5.1 Termination of Agreement. 3.5.1.1 Grounds for Termination: City may, by written notice to Consultant, terminate the whole or any part of this Agreement at any time and without cause by giving written notice to Consultant of such termination, and specifying the effective date thereof, at least seven (7) days before the effective date of such termination. Upon termination, Consultant shall be compensated only for those services which have been adequately rendered to City, and Consultant shall be entitled to no further compensation. Consultant may not terminate this Agreement except for cause. 3.5.12 Effect of Termination: If this Agreement is terminated as provided herein, City may require Consultant to provide all finished or unfinished Documents/ Data and other information of any kind prepared by Consultant in connection with the performance of Services under this Agreement. Consultant shall be required to provide such document and other information within fifteen (15) days of the request. 3.5.1.3 Additional Services: In the event this Agreement is terminated in whole or in part as provided herein, City may procure, upon such terms and in such manner as it may determine appropriate, services similar to those terminated. 3.5.2 Delivery of Notices: All notices permitted or required under this Agreement shall be given to the respective parties at the following address, or at such other address as the respective parties may provide in writing for this purpose: CONSULTANT: Emergency Planning Consultants 3665 Ethan Allen Avenue San Diego, CA 92117 Attn: Carolyn J. Harshman Tel: 858-922-6964 CITY: City of Rosemead 8838 Valley Boulevard Rosemead, CA 91770 Attn: Mike Bruckner 1• Such notice shall be deemed made when personally delivered or when mailed, forty- eight (48) hours by certified mail or deposit in the U.S. Mail, first-class postage prepaid and addressed to the party at its applicable address. Actual notice shall be deemed adequate notice on the date actual notice occurred, regardless of the method of service. 3.5.3 Ownership of Materials and Confidentiality. 3.5.3.1 Documents & Data; Licensing of Intellectual Property: This Agreement creates a non-exclusive and perpetual license for City to copy, use, modify, reuse, or sublicense any and all copyrights, designs, and other intellectual property embodied in plans, specifications, studies, drawings, estimates, and other documents or works of authorship fixed in any tangible medium of expression, including but not limited to, physical drawings or data magnetically or otherwise recorded on computer diskettes, which are prepared or caused to be prepared by Consultant under this Agreement ("Documents & Data"). Consultant shall require all subcontractors to agree in writing that City is granted a non-exclusive and perpetual license for any Documents & Data the subcontractor prepares under this Agreement. Consultant represents and warrants that Consultant has the legal right to license any and all Documents & Data. Consultant makes no such representation and warranty in regard to Documents & Data which were prepared by design professionals other than Consultant or provided to Consultant by the City. The Documents & Data are intended for use solely with respect to the project for which they were prepared. Any reuse or modification by City shall be at City's sole risk. 3.5.32 Confidentiality: All ideas, memoranda, specifications, plans, procedures, drawings, descriptions, computer program data, input record data, written information, and other Documents and Data either created by or provided to Consultant in connection with the performance of this Agreement shall be held confidential by Consultant. Such materials shall not, without the prior written consent of City, be used by Consultant for any purposes other than the performance of the Services. Nor shall such materials be disclosed to any person or entity not connected with the performance of the Services or the Project. Nothing furnished to Consultant which is otherwise known to Consultant or is generally known, or has become known, to the related industry shall be deemed confidential. Consultant shall not use City's name or insignia, photographs of the Project, or any publicity pertaining to the Services or the Project in any magazine, trade paper, newspaper, television or radio production or other similar medium without the prior written consent of City. 3.5.4 Cooperation; Further Acts: The Parties shall fully cooperate with one another, and shall take any additional acts or sign any additional documents as may be necessary, appropriate or convenient to attain the purposes of thisAgreement. 3.5.5 Attorney's Fees: If either party commences an action against the other party, either legal, administrative or otherwise, arising out of or in connection with this Agreement, the prevailing party in such litigation shall be entitled to have and 7 recover from the losing party reasonable attorney's fees and all costs of such action as part of prevailing party's total damages as determined by court of competent jurisdiction or as agreed upon by the parties in settlement. 3.5.6 Indemnity and Defense. a. Indemnity and Defense To the fullest extent permitted by law, Consultant shall indemnify and hold harmless Agency and any and all of its officials, employees and agents ("Indemnified Parties") from and against any and all losses, liabilities, damages, costs and expenses, including legal counsel's fees and costs, to the extent caused by the negligent or wrongful act, error or omission of Consultant, its officers, agents, employees or subconsultants (or any agency or individual that Consultant shall bear the legal liability thereof) in the performance of services under this agreement. Consultant's duty to indemnify and hold harmless Agency shall not extend to the Agency's sole or active negligence. b. Duty to Defend In the event the Agency, its officers, employees, agents and/or volunteers are made a party to any action, lawsuit, or other adversarial proceeding arising from the performance of the services encompassed by this agreement, and upon demand by Agency, Consultant shall defend the Agency at Consultant's cost or at Agency's option, to reimburse Agency for its costs of defense, including reasonable attorney's fees and costs incurred in the defense of such matters to the extent the matters arise from, relate to or are caused by Consultant's negligent acts, errors or omissions. Payment by Agency is not a condition precedent to enforcement of this provision. In the event of any dispute between Consultant and Agency, as to whether liability arises from the sole or active negligence of the Agency or its officers, employees, or agents, Consultant will be obligated to pay for Agency's defense until such time as a final judgment has been entered adjudicating the Agency as solely or actively negligent. In no event shall the cost to defend charged to the design professional exceed the design professional's proportionate percentage of fault. 3.5.7 Entire Agreement: This Agreement contains the entire Agreement of the parties with respect to the subject matter hereof, and supersedes all prior negotiations, understandings or agreements. This Agreement may only be modified by a writing signed by both parties. 3.5.8 Governing Law: This Agreement shall be governed by the laws of the State of California. Venue shall be in Los Angeles County. 3.5.9 Time of Essence: Time is of the essence for each and every provision of this Agreement. 3.5.10 City's Right to Employ Other Consultants: City reserves right to employ other consultants in connection with this Project. 3 3.5.11 Successors and Assigns: This Agreement shall be binding on the successors and assigns of the parties. 3.5.12 Assignment or Transfer: Consultant shall not assign, hypothecate, or transfer, either directly or by operation of law, this Agreement or any interest herein without the prior written consent of the City. Any attempt to do so shall be null and void, and any assignees, hypothecates or transferees shall acquire no right or interest by reason of such attempted assignment, hypothecation or transfer. 3.5.13 Construction; References; Captions: Since the Parties or their agents have participated fully in the preparation of this Agreement, the language of this Agreement shall be construed simply, according to its fair meaning, and not strictly for or against any Party. Any term referencing time, days or period for performance shall be deemed calendar days and not work days. All references to Consultant include all personnel, employees, agents, and subcontractors of Consultant, except as otherwise specified in this Agreement. All references to City include its elected officials, officers, employees, agents, and volunteers except as otherwise specified in this Agreement. The captions of the various articles and paragraphs are for convenience and ease of reference only, and do not define, limit, augment, or describe the scope, content, or intent of this Agreement. 3.5.14 Amendment; Modification: No supplement, modification, or amendment of this Agreement shall be binding unless executed in writing and signed by both Parties. 3.5.15 Waiver: No waiver of any default shall constitute a waiver of any other default or breach, whether of the same or other covenant or condition. No waiver, benefit, privilege, or service voluntarily given or performed by a Party shall give the other Party any contractual rights by custom, estoppel, or otherwise. 3.5.16 No Third Party Beneficiaries: There are no intended third party beneficiaries of any right or obligation assumed by the Parties. 3.5.17 Invalidity; Severability: If any portion of this Agreement is declared invalid, illegal, or otherwise unenforceable by a court of competent jurisdiction, the remaining provisions shall continue in full force and effect. 3.5.18 Prohibited Interests: Consultant maintains and warrants that it has not employed nor retained any company or person, other than a bona fide employee working solely for Consultant, to solicit or secure this Agreement. Further, Consultant warrants that it has not paid nor has it agreed to pay any company or person, other than a bona fide employee working solely for Consultant, any fee, commission, percentage, brokerage fee, gift or other consideration contingent upon or resulting from 0 the award or making of this Agreement. Consultant further agrees to file, or shall cause its employees or subconsultants to file, a Statement of Economic Interest with the City's Filing Officer as required under state law in the performance of the Services. For breach or violation of this warranty, City shall have the right to rescind this Agreement without liability. For the term of this Agreement, no member, officer or employee of City, during the term of his or her service with City, shall have any direct interest in this Agreement, or obtain any present or anticipated material benefit arising therefrom. 3.5.19 Equal Opportunity Employment: Consultant represents that it is an equal opportunity employer and it shall not discriminate against any subcontractor, employee or applicant for employment because of race, religion, color, national origin, handicap, ancestry, sex or age. Such non-discrimination shall include, but not be limited to, all activities related to initial employment, upgrading, demotion, transfer, recruitment or recruitment advertising, layoff or termination. Consultant shall also comply with all relevant provisions of City's Minority Business Enterprise program, Affirmative Action Plan or other related programs or guidelines currently in effect or hereinafter enacted. 3.5.20 Labor Certification: By its signature hereunder, Consultant certifies that it is aware of the provisions of Section 3700 of the California Labor Code which require every employer to be insured against liability for Worker's Compensation or to undertake self- insurance in accordance with the provisions of that Code, and agrees to comply with such provisions before commencing the performance of the Services. 3.5.21 Authority to Enter Agreement: Consultant has all requisite power and authority to conduct its business and to execute, deliver, and perform the Agreement. Each Party warrants that the individuals who have signed this Agreement have the legal power, right, and authority to make this Agreement and bind each respective Party. 3.5.22 Counterparts: This Agreement may be signed in counterparts, each of which shall constitute an original. 3.6 Subcontracting. 3.6.1 Prior Approval Required: Consultant shall not subcontract any portion of the work required by this Agreement, except as expressly stated herein, without priorwritten approval of City. Subcontracts, if any, shall contain a provision making them subject to all provisions stipulated in this Agreement. [Signatures on next Page] 10 CITY OF ROSEMEAD Ben Kim, City Manager Attest: Ericka Hernandez, City Clerk Approved as to Form: Emergency Planning Consultants Date By: Date Name: [If Corporation, TWO SIGNATURES, President OR Vice President AND Secretary, AND CORPORATE SEAL OF CONTRACTOR REQUIRED] By: Rachel Richman Date Name: City Attorney Title: 11 EXHIBITA SCOPE OF SERVICES/ RATE SCHEDULE Section 1. Approach and Scope of Work Approach I Hazard Mitigation Plan Emergency Planning Consultants (EPC) will draw valuable content from the City's 2018 Local Hazard Mitigation Plan including its mitigation strategy actions, plan goals, and hazard history. An updated FEMA -approved HMP will maintain the City's eligibility to compete for Hazard Mitigation Grant Program funds which are made available to jurisdictions within the declared area following a Presidential Disaster Declaration. Additionally, FEMA new BRIC k program (Building Resilient Infrastructure and Communities) is an annual source of mitigation funds available to jurisdictions with pnC-p FEMA -approved mitigation plans. The intent of the federal government's Disaster Mitigation Act of 2000 (DMA 2000) is three -fold: a) To gather hazard, vulnerability, and mitigation information from the local level for use in state -level planning. b) To ensure that state and local hazard mitigation planning is coordinated to the greatest extent practical. c) To ensure that local jurisdictions are made aware of the hazards and vulnerabilities within their jurisdiction and to develop strategies to reduce those vulnerabilities. In order to meet all of those objectives, FEMA developed a "checklist" for use by the State and Federal reviewers. The Region IX Local Hazard Mitigation Plan Review Tool (FEMA Review Tool) includes the following tasks: ➢ Element A: Planning Process ➢ Element B: Hazard Identification and Risk Assessment ➢ Element C: Mitigation Strategy ➢ Element D: Plan Review, Evaluation, and Implementation ➢ Element E: Plan Adoption (by City Council) 12 Regarding to the FEMA regulations for hazard mitigation planning, the project approach will definitely integrate the new guidelines identified in Local Mitigation Planning Policy Guide that was released April 19, 2022, and effective April 19, 2023. At present, FEMA has not yet released an updated FEMA Review Tool to coincide with the new Planning Policy Guide. However, EPC is aware of the intended release and will utilize the newest FEMA Review Tool available at the time of submission to Cal OES. It's important to note that it is especially important to hire a consulting firm with an extensive history of preparing FEMA - approved Mitigation Plans. Without adequate experience, it would be common to spend as much time in the "Cal OES and FEMA review phase" as in preparing the actual plan. EPC prepares approvable plans and in the event a Cal OES or FEMA reviewer disagrees, has years of experience in discussing the regulations and differences in interpretation in order to gain approval. Scope of Work Preparation of a mitigation plan incorporates all of the federal requirements relating to local hazard mitigation plans. EPC's hazard mitigation planning approach has been perfected since 2005 when the federal government first required plans for local jurisdictions. Since that time great effort and time has gone into tracking the changes of "interpretations" by the regulatory agencies of the DMA 2000 legislation. Without publishing updates to the originating legislation, FEMA instead has published guidelines (see below) and has amended the FEMA Review Tool used to judge the adequacy of plans. Understanding all the changes in interpretation is critical to writing a plan that can go through the state and FEMA reviewers with only minor revisions. State and FEMA have both made significant staffing changes over the past year resulting in more consistent reviews and fewer unjustified requested changes. Recently, FEMA review staff have worked closely with state review staff to better understand the requirements in order to streamline the review process. With so many FEMA approved plans, obviously EPC clearly understands both the regulations and "interpretations" so goes into the review process as aligned as possible. All said, the key to an efficient and successful review is to be absolutely certain that every required component is clearly indicated in the plan. EPC accomplishes this through the use of "milestones" throughout the plan indicating the exact FEMA Review Tool reference. Nothing can replace EPC's years of experience and track record at facilitating and writing FEMA -approved Mitigation Plans. This experience has also prepared us for any unexpected challenges with other aspects of the planning process — Planning Team Meetings, community outreach, facilitating the formal review, and participating in the adoption meeting. EPC prides itself on working closely with the jurisdiction's Point of Contact to bend and adjust to the content, format, and scheduling needs. EPC methodology is based on a dedication to continuous learning and improvement. Every mitigation plan is a mix of the community profile and hazards. This is balanced with the federal regulations and planning directives from the State of California. As each EPC mitigation plan is written it is tempered by lessons learned about hazards and recent interpretations by the Cal OES and FEMA reviewers. To ensure compliance with the federal regulations, the plan will include "milestones" indicating the location of required content. The project objectives will be 13 met by following EPC rigid process of data collection, hazard research, meeting management, and mastery of the regulations guiding the development of hazard mitigation plans. Although an "approval" is ever important, the focus on the project approach is create a planning process that will imprint the Planning Team through the implementation phase. EPC takes great pride in building a culture of awareness regarding hazard mitigation. As identified in the detailed project approach and schedule later in the proposal, Project Manager Carolyn Harshman will have eyes on the project at all times including facilitating each of the Planning Team meetings, the Community Outreach, and City Council meeting. She will also be the sole contract for the City Project Manager and will leader the EPC Support Staff through daily communications. Her most important role will be as the Principal Planner as she weaves the work of the EPC Support Staff into the plan's writing. As for managing challenges that may arise, recent COVID-19 project management effort was seamless as meetings became virtual. The most common obstacle in the planning process is the lack of time on the part of the jurisdiction's planning team members. EPC totally understand how local government staffs are stretched to the limit. That's the reason we take so much pride in "doing the heavy lifting". We do the research and the homework and develop tools to make the planning process easy and hopefully even fun. In total, the Planning Team can expect to spend no more than 10 hours on the entire project. There are 4 2 -hour meetings and 2 hours will be needed to review the First Draft Plan. As for the City Project Manager, more time will be required for EPC communications, information requests, and participating in the Community Outreach process, and City Council meeting. Altogether, the City Project Manager can expect to spend approximately 20-30 hours on the project. All the external review details and negotiations will be handled by EPC. Planninq and Organization Planning Process The project will be supported by the involvement of two groups of stakeholders: 1) Primary - Planning Team, and 2) Secondary - General Public and External Agencies. The purpose and commitments are delineated below. Public Involvement (General Public and External Agencies) will be the backbone of the Community Outreach portion of the project and the options for involving the public will be discussed at the first Planning Team meeting. In order to comply with FEMA requirements, it is critical that individuals and organizations outside of the Planning Team have access to the plan during the "plan writing process". In addition to other outreach activities, EPC will provide the following community outreach tools: c Distribution a range of EPC -produced handouts sharing mitigation techniques available to residents and businesses. 14 E A R T H Q U A K E MINIMNE OR EUNNAM MREAR AOIAR W NAEARW ❑ . wam.a e.wnean orcnea. ❑ oA m�.sm rvo�+v o ❑ waaa.a �� am ❑ s ❑ Gama ay.oba emelt WlaPr ❑ bMmY a WmMe aM wo. M®NYC��Wu1gYMCl o Links to hazard information allowing home and business owners to identify specific hazards impacting their own properties (State of California's MyHazards). FEMA requires the Draft Plan be made available to the general public and external agencies (e.g., adjoining jurisdictions, servicing special districts, etc.) during the plan writing phase. EPC recommends posting the Second Draft Plan on the City's website and using existing notification methods including social media, newsletters, or other means to inform the general public of the Plan's availability. As for the external agencies, EPC will provide email content for distribution to the various agencies (not yet including Cal OES and FEMA) including the link to the posting of the Second Draft Plan. All information gathered will be included in the Third Draft Plan. Planning Team EPC recommends that the Planning Team consist of representatives from departments within the City with responsibilities identified in the 2018 HMP. A week in advance of the 4tI' Planning Team meeting, the First Draft Plan will be distributed. As City participants are selected for the Team, it's important to keep in mind that hazard mitigation focuses on regulatory controls as well as construction and maintenance of buildings and infrastructure. EPC will provide agendas, handouts, minutes, and PowerPoints for each meeting. EPC President Carolyn Harshman will facilitate each of the four meetings. As of now, it is expected that the meetings will be delivered virtually. EPC maintains a Zoom account. Should the City choose a different medium for conducting meeting, EPC will accommodate those requests. o Planning Team Meeting #1 (2 hours) 15 • The purpose of the first meeting is to provide a general overview of the project, update plan goals, review project timeline, gather pertinent documents, confirm roles and membership of the Planning Team, review the concepts and standards contained in the DMA 2000 regulations and FEMA Review Tool, discuss availability of mapping resources, and examine the initial hazard assessment. o Opportunities relating to the community outreach approach will also be discussed. o Planning Team Meeting #2 (2 hours) • The purpose of the second meeting is to begin work on the Mitigation Strategy. This will involve capturing the status of the mitigation actions identified in the 2018 HMP along with other existing mitigation activities since that plan. EPC will work in advance of the meeting to review the General Plan -Safety Element, Annual Budget, and Capital Improvement Program in order to capture any already identified mitigation -related projects or policies that can be included in the plan. o Planning Team Meeting #3 (2 hours) • The purpose of the third meeting is to develop new mitigation action items. During the meeting EPC will distribute a planning tool that contains a comprehensive list of mitigation actions from a wide variety of jurisdictional plans. The use of this comprehensive list will assist and expedite the Planning Team's process of identifying existing and future mitigation actions. o Planning Team Meeting #4 (2 hours) • Review of the First Draft Plan will be preceded by advance distribution of the document to the Planning Team. The meeting will provide an opportunity for the Planning Team to provide input to the First Draft Plan. Also, this meeting will include a discussion on final preparations and logistics for soliciting input from the general public and external agencies during the distribution of the Second Draft Plan. Risk and VulnerabilitV Assessment The update to the Hazard Mitigation Plan will be completed in compliance with the requirements of the federal government Disaster Mitigation Act of 2000 (DMA 2000), FEMA's Local Multi -Hazard Mitigation Planning Guidance published July 2008, the Local Mitigation Plan Review Guide published in October 2011, and the Local Mitigation Planning Handbook published March 2013. Building on those Local Mitigation materials and other FEMA mitigation "how-to guides", the following Plan Review Guide methodology will be utilized: FEMA Hazard Identification and Profiles will be included in the Risk Assessment. EPC will build off of the Risk Assessment in the 2018 LHMP, 2019 County of Los Angeles All -Hazards Mitigation Plan, and the 2019 California State Mitigation Plan. Additionally, the 2010 General Plan -Public Safety Element and the Emergency Operations Plan will be reviewed for hazard and risk -related information as well as history of previous occurrences. In addition to using information from these resources, the plan will include ways to cross-reference and integrate the mitigation plan with the other documents identified above. EPC also maintains a broad range of resources for information regarding historical disasters. EPC will consider the hazards included in the 2018 Plan (earthquake, flooding, windstorm, dam failure, drought) along with additional hazards now posing a significant threat to the jurisdiction. The "threshold" for 16 significance is that a hazard event will impact the jurisdiction so severely that a Local Disaster Declaration would be justified. During the first Planning Team meeting, the hazards will be discussed, and EPC will provide recommendations on a final hazards list. The Risk Assessment in the LHMP will include hazard -specific chapters including EPC - produced HAZUS-MH maps and reports (see below). • Local Capability Assessment includes a list of the programs (budgets, facility improvement plans), policies, and personnel available within the jurisdiction to complete the Mitigation Strategy. • Asset Vulnerability will also be included in the Risk Assessment specifically identifying each of the City -owned essential and critical facilities as to hazard vulnerability. In addition to the HAZUS maps and reports discussed below, EPC will produce hazard -specific maps showing location of the City's essential and critical facilities. • Community Profile will be developed for the project area. More than just demographics and organizational structure, the Profile will reflect the history and unique characteristics of the community. • Mapping resources within the jurisdiction will be utilized by EPC to assist the reader in understanding the location and vulnerability to hazards. Additionally, EPC will produce any other maps necessary to properly explain the location of hazards as they relate to critical and essential facilities. Also, see below for a discussion on HAZUS-MH. • Estimating Potential Losses will be accomplished through the use of HAZUS-MH (Hazards United States — Multi -Hazard) — a software produced by FEMA designed to estimate loss projections for earthquake, hurricane, flooding, and tsunami. EPC will prepare a minimum of three HAZUS-MH Level 2 maps and reports. The specific scenarios will be selected in coordination with the Planning Team. HAZUS-MH utilizes data from the most recent U.S. Census. That information is overlaid with a hazard scenario (e.g., San Andreas Fault). In the case of an earthquake scenario, the HAZUS-MH output is a map showing shaking intensities along with a detailed report on impacts to people, structures, infrastructure, and utilities. A dam inundation sample HAZUS-MH flood map prepared by EPC is shown on the left. 17 Hazard Mitigation Plan Strategy and Maintenance Process Mitigation Strategy • Hazard Mitigation Goals will be built off of the goals in the 2018 HMP. This task will be accomplished during the first Planning Team meeting. Hazard Mitigation Actions Items are the very core of the mitigation plan. The mitigation actions in the 2018 HMP will be the starting point of this process in order to establish the accomplishments since the original plan. In addition to the action itself, FEMA now requires additional detail in describing the various action items. The entire Mitigation Strategy will be updated to comply with all contemporary FEMA standards. During the third Planning Team meeting our focus will be on developing new action items. This will include capturing ongoing activities not included in the 2018 HMP as well as developing new items for the future. Future ideas will be created by Planning Team members as well as drawn from pertinent General Plan policies and the Capital Improvement Program. During this brainstorming process, members will be encouraged to think through the various hazards and come up with projects and programs that could be funded through the federal Hazard Mitigation Grant Program (HMGP) and other state and federal pre- and post -disaster funding mechanisms. EPC will present simple tools for ranking cost and benefit. Prior to both of the meetings, EPC will prepare and distribute materials that will streamline discussions during the meetings. Maintenance Process Plan Maintenance chapter identifies the timing and tasks involved in implementing the FEMA -approved LHMP. While the Mitigation Actions Matrix itself will contain all of the FEMA -mandated and practical information required to implement, the Plan Maintenance chapter will outline the schedule and process for implementing the Matrix. The Plan Maintenance chapter will include an Implementation Plan for tracking progress on a quarterly/annual basis. Following is an example of what the Implementation Plan will look like: 0 Plan Goals Addressed ` c 5 a' m m 2 s i e Y 0sim' g a Ba ��c�' 9s'e9E x Y«I B = C '—�� v >+ 9. >' d 5 c a y q 6 tl S gay „ e'm 8 m� `v B:at 002 0' 11 R�E� Mhl.l ontlnuetoiotegrate Disaster Yearly X X X X X GF/GR, GP/ZO/BC H Rayised— theSoak and x!.nems Management coordinating from the Hazard Mitigation Planning organiation. Man (Man) into existing Committee(DMPC) Hold monthly regulatory documents and meetings programs, where address Issues appropriate. MW2Identify and pursue OMPC YearV, % X X % X GF/GII, GP/2O/BC fuMtrgoppomngiesto deyelop and implement bnl mitigation activities. TR.l.d 0 Incorporation into Existing Planning Mechanisms is particularly important if mitigation is to be achieved successfully. It's common for the City's General Plan, Emergency Operations Plan, Zoning Ordinance, Floodplain Management Plan, Storm Water Management Plan, or other regulatory documents to be closely associated with many of the mitigation actions items. FEMA wants to ensure that the mitigation plan is not a stand-alone document but rather part of a comprehensive approach to hazard mitigation. Plan Draft - Approval and Adoption To begin the formal review and approval process, EPC will forward an electronic copy of the Third Draft Plan and a FEMA Review Tool to Cal OES. Following any DMA 2000 -justified revisions by EPC, Cal OES will forward the Third Draft Plan to FEMA for review and issuance of an Approval Pending Adoption. As with the review by Cal OES, EPC will complete any DMA 2000 -justified revisions while being certain to protect the City from unfair or unjustified revisions. Upon receipt of the Approval Pending Adoption letter from FEMA, the Final Draft Plan will be scheduled for presentation to the City Council for adoption. EPC will prepare a staff report, resolution, and PowerPoint. EPC President Carolyn Harshman will be available for a virtual presentation to the City Council should that be desired. Following the Council meeting, proof of adoption will be forwarded to FEMA. FEMA will then send an email and Letter of Approval which EPC will be incorporate into the Final Plan. EPC will continue to lead the planning process until the Letter of Approval is received from FEMA and incorporated into the Final Plan. Schedule The Project Schedule below recommends a fast-track approach to the Planning Process. Rather than monthly Planning Team meetings, the first 3 will be weekly. This approach keeps the information fresh in the minds of the Team and allows us to get the Plan in the hands of the formal reviewers (Cal OES, FEMA) much quicker. This will ensure the City's eligibility for HMGP and other grants requiring approved mitigation plans. 19 i i Planning and Organization First Draft, Second Draft, Third Draft, Final Draft, Final X X X X X X X X X X Planning Team Meeting #1 LHMP Overview and Initial Hazard Briefing X Planning Team Meeting #2 HAZUS and Status of 2018 Mitigation Action Items X Planning Team Meeting #3 Future Mitigation Action Items X Planning Team Meeting #4 Review First Draft Plan X Encourage Public Participation in Household and Business Mitigation Activities Social Media X General Public Input to Second Draft Plan X External Agencies Provide Input to Second Draft Plan X Risk and Vulnerability Assessment Conduct Risk and Vulnerability Assessment X X Prepare HAZUS and Critical Asset Mas X X Prepare Capability Assessment X X Hazard Mitigation Plan Strategy and Maintenance Process Update Mitigation Actions X Prepare New Mitigation Actions X Include Monitoring, Evaluating and Updating the Plan X X Adoption and Approval Submit Third Draft Plan to Cal OES/FEMA. Complete Mandated Revisions. X X X X Receive FEMA's Approval Pending Adoption X Post and Conduct City Council Meeting to Adopt the Final Draft Plan X Submit Proof of Adoption to FEMA I X Receive FEMA Final Approval X Incor orate FEMA Final Approval into Final Plan X * Note: recently the formal review process has taken 4 months however historically it has ranged from 6 months to as much as 1 year :L 20 COST PROPOSAL Harshm ':Hours/Cost .: Task Planning and Organization Writing Drafts and Final Plan 401$10,000 40/$6,000 $16,000 Steering Committee Meeting Preparation and 321$8,000 $8,000 Delivery 4 total Community Outreach Strategy and Delivery 41$1,000 $1,000 Incorporate Public and External Agency Input to 4311,000 $1 000 Second Draft Plan Submit Third Draft Plan to Cal OES/FEMA- 8/$2 000 S2.000 Complete Mandated Revisions. Post and Conduit City Council Meeting to Adopt the Final Draft Plan (includes staff report, 4/51,000 $1,000 resolution, PowerPoint presentation materials Risk Assessment Conduct Risk Assessment and Capability 40/$6,000 50/$5,000 $11,000 Assessment includes hazard -specific Prepare HAZUS includes maps and r 501$5,000 $5,000 Hazard Miticiation Strategy Develop Mitigation Actions for Ongoing City Projects (included in Planning Process - Steering Committee meetings) Develop Mitigation Actions for Future City Projects (included in Planning Process - Steering Committee meetings) Task D: Hazard Mitigation Plan Maintenance Process Prepare Plan Maintenance Chapter defining Monitoring, Evaluating and Updating the Pian included under Planning Process - Plan Writing) ToWI $45,000.00 EXHIBIT B INSURANCE REQUIREMENTS Prior to the beginning of and throughout the duration of the Work, Consultant will maintain insurance in conformance with the requirements set forth below. Consultant will use existing coverage to comply with these requirements. If that existing coverage does not meet the requirements set forth here, Consultant agrees to amend, supplement, or endorse the existing coverage to do so. Consultant acknowledges that the insurance coverage and policy limits set forth in this section constitute the minimum amount of coverage required. Any insurance proceeds available to City in excess of the limits and coverage required in this agreement and which is applicable to a given loss, will be available to City. Consultant shall provide the following types and amounts of insurance: General Liability Insurance. Consultant shall maintain commercial general liability insurance with coverage at least as broad as Insurance Services Office form CG 00 01, in an amount not less than $1,000,000 per occurrence, $2,000,000 general aggregate, for bodily injury, personal injury, and property damage, and $2,000,000 completed operations aggregate. Any endorsement restricting standard ISO "insured contract" language will not be accepted. Business Auto Coverage. Consultant shall maintain automobile insurance at least as broad as Insurance Services Office form CA 00 01 covering bodily injury and property damage for all activities of the Consultant arising out of or in connection with Work to be performed under this Agreement, including coverage for any owned, hired, non -owned or rented vehicles, in an amount not less than $1,000,000 combined single limit for each accident. Workers Compensation on a state -approved policy form providing statutory benefits as required by law with employer's liability limits no less than $1,000,000 per accident or disease. Consultant shall submit to Agency, along with the certificate of insurance, a Waiver of Subrogation endorsement in favor of Agency, its officers, agents, employees, and volunteers. Technology Professional Liability or Errors and Omissions Insurance as appropriate shall be written on a policy form coverage specifically designed to protect against acts, errors, or omissions of the consultant and "Covered Professional Services" as designated in the policy must specifically include work performed under this agreement. The policy limit shall be no less than $1,000,000 per occurrence/loss, $2,000,000 general aggregate, which shall include the following coverage: A. Liability arising from the unauthorized release of information for which an entity has the legal obligation to keep private, such as personally identifiable information (PII) and protected health information (PHI). B. Network security liability arising from the unauthorized use of, access to, or tampering with computer systems, including hacker or denial of service attacks. C. Liability arising from the failure of technology products (software and hardware) required under the contract for consultant to properly perform the intended services. D. Claims alleging the failure of computer security that result in the transmission of malicious code, deletion, destruction or alteration of data, or the denial of service. E. Electronic Media Liability arising from personal injury, plagiarism or misappropriation of ideas, domain name infringement or improper deep -linking or framing, and infringement or violation of intellectual property rights. F. Liability arising from the rendering, or failure to render, professional services. G. Defense costs in regulatory proceedings (state and federal) involving a violation of privacy laws or intellectual property rights. H. Crisis management and other expert services. If coverage is maintained on a claims -made basis, the Consultant shall maintain such coverage for an additional three (3) years following termination of the contract. Insurance procured pursuant to these requirements shall be written by insurers that are admitted carriers in the state of California and with an A.M. Bests rating of A- or better and a minimum financial size VII. Cyber technology errors and omissions. Consultant shall procure and maintain insurance with limits of $1,000,000 per occurrence/loss, $2,000,000 general aggregate, which shall include the following coverage: a. Liability arising from the unauthorized release of information for which an entity has the legal obligation to keep private, such as personally identifiable information (PII) and protected health information (PHI). b. Network security liability arising from the unauthorized use of, access to, or tampering with computer systems, including hacker or denial of service attacks. c. Liability arising from the failure of technology products (software and hardware) required under the contract for Consultant to properly perform the intended services. d. Claims alleging the failure of computer security that result in the transmission of malicious code, deletion, destruction or alteration of data, or the denial of service. e. Electronic Media Liability arising from personal injury, plagiarism or misappropriation of ideas, domain name infringement or improper deep -linking or framing, and infringement or violation of intellectual property rights. f. Liability arising from the rendering, or failure to render, professional services. g. Defense costs in regulatory proceedings (state and federal) involving a violation of privacy laws or intellectual property rights. Crisis management and other expert services. If coverage is maintained on a claims -made basis, the Consultant shall maintain such coverage for an additional three (3) years following termination of the contract. General conditions pertaining to provision of insurance coverage by Consultant. Consultant and City agree to the following with respect to insurance provided by Consultant: 1. Consultant agrees to have its insurer endorse the third -party general liability coverage required herein to include as additional insureds City, its officials, employees, and agents, using standard ISO endorsement No. CG 2010. Consultant also agrees to require all contractors, and subcontractors to do likewise. 2. No liability insurance coverage provided to comply with this Agreement shall prohibit Consultant, or Consultant's employees, or agents, from waiving the right of subrogation prior to a loss. Consultant agrees to waive subrogation rights against City regardless of the applicability of any insurance proceeds, and to require all contractors and subcontractors to do likewise. 3. All insurance coverage and limits provided by Contractor and available or applicable to this agreement are intended to apply to the full extent of the policies. Nothing contained in this Agreement or any other agreement relating to the City or its operations limits the application of such insurance coverage. 4. None of the coverages required herein will be in compliance with these requirements if they include any limiting endorsement of any kind that has not been first submitted to City and approved of in writing. 5. No liability policy shall contain any provision or definition that would serve to eliminate so-called "third party action over" claims, including any exclusion for bodily injury to an employee of the insured or of any contractor or subcontractor. 6. All coverage types and limits required are subject to approval, modification, and additional requirements by the City, as the need arises. Consultant shall not make any reductions in scope of coverage (e.g., elimination of contractual liability or reduction of discovery period) that may affect City's protection without City's prior written consent. 7. Proof of compliance with these insurance requirements, consisting of certificates of insurance evidencing all of the coverages required and an additional insured endorsement to Consultant's general liability policy, shall be delivered to City at or prior to the execution of this Agreement. In the event such proof of any insurance is not delivered as required, or in the event such insurance is canceled at any time and no replacement coverage is provided, City has the right, but not the duty, to obtain any insurance it deems necessary to protect its interests under this or any other agreement and to paythe premium. Any premium so paid by City shall be charged to and promptly paid by Consultant or deducted from sums due Consultant, at City option. 8. Certificate(s) are to reflect that the insurer will provide 30 days' notice to City of any cancellation of coverage. Consultant agrees to require its insurer to modify such certificates to delete any exculpatory wording stating that failure of the insurer to mail written notice of cancellation imposes no obligation, or that any party will "endeavor" (as opposed to being required) to comply with the requirements of the certificate. 9. It is acknowledged by the parties of this agreement that all insurance coverage required to be provided by Consultant or any subcontractor, is intended to apply first and on a primary, noncontributing basis in relation to any other insurance or self-insurance available to City. 10. Consultant agrees to ensure that subcontractors, and any other party involved with the project who is brought onto or involved in the project by Consultant, provide the same minimum insurance coverage required of Consultant. Consultant agrees to monitor and review all such coverage and assumes all responsibility for ensuring that such coverage is provided in conformity with the requirements of this section. Consultant agrees that upon request, all agreements with subcontractors and others engaged in the project will be submitted to City for review. 11. Consultant agrees not to self -insure or to use any self-insured retentions or deductibles on any portion of the insurance required herein and further agrees that it will not allow any contractor, subcontractor, Architect, Engineer or other entity or person in any way involved in the performance of work on the project contemplated by this agreement to self -insure its obligations to City. If Consultant's existing coverage includes a deductible or self-insured retention, the deductible or self-insured retention must be declared to the City. At that time the City shall review options with the Consultant, which may include reduction or elimination of the deductible or self- insured retention, substitution of other coverage, or other solutions. 12. The City reserves the right at any time during the term of the contract to change the amounts and types of insurance required by giving the Consultant ninety (90) days advance written notice of such change. If such change results in substantial additional cost to the Consultant, the City will negotiate additional compensation proportional to the increased benefit to City. 13. For purposes of applying insurance coverage only, this Agreement will be deemed to have been executed immediately upon any party hereto taking any steps that can be deemed to be in furtherance of or towards performance of this Agreement. 14. Consultant acknowledges and agrees that any actual or alleged failure on the part of City to inform Consultant of non-compliance with any insurance requirement in no way imposes any additional obligations on City nor does it waive any rights hereunder in this or any other regard. 15. Consultant will renew the required coverage annually as long as City, or its employees or agents face an exposure from operations of any type pursuant to this agreement. This obligation applies whether or not the agreement is canceled or terminated for any reason. Termination of this obligation is not effective until City executes a written statement to that effect. 16. Consultant shall provide proof that policies of insurance required herein expiring during the term of this Agreement have been renewed or replaced with other policies providing at least the same coverage. Proof that such coverage has been ordered shall be submitted prior to expiration. A coverage binder or letter from Consultant's insurance agent to this effect is acceptable. A certificate of insurance and/or additional insured endorsement as required in these specifications applicable to the renewing or new coverage must be provided to City within five days of the expiration of the coverages. 17. The provisions of any workers' compensation or similar act will not limit the obligations of Consultant under this agreement. Consultant expressly agrees not to use any statutory immunity defenses under such laws with respect to City, its employees, officials, and agents. 18. Requirements of specific coverage features, or limits contained in this section are not intended as limitations on coverage, limits, or other requirements nor as a waiver of any coverage normally provided by any given policy. Specific reference to a given coverage feature is for purposes of clarification only as it pertains to a given issue and is not intended by any party or insured to be limiting or all-inclusive. 19. These insurance requirements are intended to be separate and distinct from any other provision in this agreement and are intended by the parties here to be interpreted as such. 20. The requirements in this Section supersede all other sections and provisions of this Agreement to the extent that any other section or provision conflicts with or impairs the provisions of this Section. 21. Consultant agrees to be responsible for ensuring that no contract used by any party involved in any way with the project reserves the right to charge City or Consultant for the cost of additional insurance coverage required by this agreement. Any such provisions are to be deleted with reference to City. It is not the intent of City to reimburse any third party for the cost of complying with these requirements. There shall be no recourse against City for payment of premiums or other amounts with respect thereto. Consultant agrees to provide immediate notice to City of any claim or loss against Consultant arising out of the work performed under this agreement. City assumes no obligation or liability by such notice, but has the right (but not the duty) to monitor the handling of any such claim or claims if they are likely to involve City. FMERPLA-02 RAJASRAM COVERAGES OFRTIFICATF NHMRFP- 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 CONTRACTOR OTHER DOCUMENT WITH RESPECT TO WHICH THIS A`ORD' CERTIFICATE OF LIABILITY INSURANCE DATE9128/2022I 'NSR TYPE OF INSURANCE IADDL INRD THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER, AND THE CERTIFICATE HOLDER. IMPORTANT: If the certificate holder is an ADDITIONAL INSURED, the policy(les) must have ADDITIONAL INSURED provisions or be endorsed. If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy, certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). Nicole Hatcher PRODUCER MEICDNTACT NFP ProPe•l & Casualty Services, Inc. -. INC, No, EMI: (480) 998-8038 INC, No): 3636 No bel UfIV@ IL Suite 340 ADDAI : nicole.hatcher@nfp.com _ San Diego, CA 92122 .. __ INSURERISI AFFORDING COVERAGE NAICN INSURER A. Sentinel IDSuranCe i)Om Pany Ltd _ 111000 INSURED INSURERB:Hartford Accident and lndemnl CO _ 22357 _ Emergency Planning Consultants INsuRERc:Underwriters Lloyds London 132727 3665 Ethan Allen Ave. INSURER D San Diego, CA 92117 ' INSURER E: _ INSURER F: COVERAGES OFRTIFICATF NHMRFP- 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 CONTRACTOR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAYBE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. 'NSR TYPE OF INSURANCE IADDL INRD SUER POLICY NUMBER POLICY EFF POLICY EXP MD LIMITS A X COMMERCIAL GENERAL LIABILITY III EACH OCCURRENCE $ 2'000'000 CLAIMS -MADE X OCCUR C X X 72SBABD5799 10/4/2022 10/4/2023 DAMAGE TO RENTED 1,000,000 MI a occurrence $ MED EXPAn Dne rson $ 10'000 _ PERSONAL&ADV INJURY $ 2'000'000 GEN'L AGGREGATE LIMIT APPLIES PER: GENERAL AGGREGATE $ 4'000'000 PRODUCTS-COMPIGPAGG $ 4,000,000 X POLICY jE�T LOC $ OTHER'. AUTOMOBILE LIABILITY COMBINE[ SINGLE LIMIT $ NE_D_ BODILY INJURY Per mon $ ANY AUTO OWNED SCHEDULED AUTOS ONLY F_ AUTOS BODILY INJURY Per am0ent $ PROPERTY DAMAGE Per accitlen[ $ HIRED�I NON -AWNED AUTOS ONLY '_� AUTOS ONLY _ $ UMBRELLA LIAB OCCUR EACH OCCURRENCE $ AGGREGATE $ EXCESS LIAB CLAIMS -MADE 1 DED RETENTION$ g B WORKERS COMPENSATION ANDEMPLOYERR'LIABINER YIN, OFFANY PERMEMBERIPARTNERIEXEGUTIVE X (Me story NH) (Me story m NH) I NIA II 7ZWECAG2PT3 '. 5/212022 5/2/2023 TE OTRH- X I PER 1,000,000 E.L. EACH ACCIDENT $ I, E.L. DISEASE -EA EMPLOYEE'S 1,000,000 EL. DISEASE - POLICY LIMIT 1,000,000 $ If yes, describe under DESCRIPTION OF OPERATIONS below C E&O/Professional Lia H6338PIMA220 4/28/2022 4/28/2023 Per Claim 1,000,000 DESCRIPTION OF OPERATIONS I LOCATIONS I VEHICLES (ACORD 101, Additional Remarks Schedule, may be attached a more space Is require Events: Release Request for Proposals 9/1/2022 Deadline to Submit Questions - 9/12/2022 (by 5:00 I &sponse to Questions - 9114/2022 1 Re: of - 1 pm) Proposal Due Date - 9/21/2022 (by 10:00 am) I Proposal Evaluation - October/November 2022 1 Tentative City Council Award - October/November 20221 Tentative Start Date - November 20221 PROPOSAL NO. 2022-21, THE LOCAL HAZARD MITIGATION PLAN. City of Rosemead its officials, employees, and agents are named Additional Insureds as respects to General Liability. This insurance is primary and non-contributory with any other insurance of the additional insured, so long as a written contract or agreement to such exists prior to a loss. A Waiver of subrogation in favor of the additional insured applies as respects to General Liability coverage so long as written contract or agreement exists, as per attached endorsement Form SS 00 08 04 05. CERTIFICATE HOLDER CANCELLATION ACORD 25 (2016103) © 1988-2015 ACORD CORPORATION. All rights reserved. The ACORD name and logo are registered marks of ACORD SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE Ci Of Rosemead City THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. 8838 E. Valley Boulevard Rosemead, CA 91770 AUTHORIZED REPRESENTATIVE ACORD 25 (2016103) © 1988-2015 ACORD CORPORATION. All rights reserved. The ACORD name and logo are registered marks of ACORD QUICK REFERENCE BUSINESS LIABILITY COVERAGE FORM READ YOUR POLICY CAREFULLY BUSINESS LIABILITY COVERAGE FORM A. COVERAGES Business Liability Medical Expenses Coverage Extension - Supplementary Payments B. EXCLUSIONS C. WHO IS AN INSURED D. LIABILITY AND MEDICAL EXPENSES LIMITS OF INSURANCE Beginning on Page 1 1 2 2 3 10 14 E. LIABILITY AND MEDICAL EXPENSES GENERAL CONDITIONS 15 1. Bankruptcy 15 2. Duties In The Event Of Occurrence, Offense, Claim Or Suit 15 3. Financial Responsibility Laws 16 4. Legal Action Against Us 16 5. Separation Of Insureds 16 6. Representations 16 7. Otherinsurance 16 8. Transfer Of Rights Of Recovery Against Others To Us 17 F. OPTIONAL ADDITIONAL INSURED COVERAGES 18 Additional Insureds 18 G. LIABILITY AND MEDICAL EXPENSES DEFINITIONS 20 Form SS 00 08 04 05 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 policy the words "you" and "your" refer to the Named Insured shown in the Declarations. The words "we", "us" and "our" refer to the stock insurance company member of The Hartford providing this insurance. The word "insured" means any person or organization qualifying as such under Section C. - Who Is An Insured. Other words and phrases that appear in quotation marks have special meaning. Refer to Section G. - 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; Form SS 00 08 04 05 Page 1 of 24 © 2005, The Hartford BUSINESS LIABILITY COVERAGE FORM (2) Receives a written or verbal demand or b. We will make these payments regardless of claim for damages because of the "bodily fault. These payments will not exceed the injury" or "property damage" or applicable limit of insurance. We will pay (3) Becomes aware by any other means that reasonable expenses for: "bodily injury" or "property damage" has (1) First aid administered at the time of an occurred or has begun to occur. accident; d. Damages because of "bodily injury" include (2) Necessary medical, surgical, x-ray and damages claimed by any person or dental services, including prosthetic organization for care, loss of services or devices, and death resulting at any time from the "bodily (3) Necessary ambulance, hospital, injury". professional nursing and funeral e. Incidental Medical Malpractice services. (1) "Bodily injury" arising out of the 3. COVERAGE EXTENSION - rendering of or failure to render SUPPLEMENTARY PAYMENTS professional health care services as a a. We will pay, with respect to any claim or physician, dentist, nurse, emergency "suit" we investigate or settle, or any "suit" medical technician or paramedic shall against an insured we defend: be deemed to be caused by an "occurrence", but only if: (1) All expenses we incur. (a) The physician, dentist, nurse, (2) Up to $1,000 for the cost of bail bonds emergency medical technician or required because of accidents or traffic paramedic is employed by you to law violations arising out of the use of provide such services; and any vehicle to which Business Liability Coverage for "bodily injury" applies. We (b) You are not engaged in the do not have to furnish these bonds. business or occupation of providing such services. (3) The cost of appeal bonds or bonds to release attachments, but only for bond (2) For the purpose of determining the amounts within the applicable limit of limits of insurance for incidental medical insurance. We do not have to furnish malpractice, any act or omission these bonds. together with all related acts or omissions in the furnishing of these (4) All reasonable expenses incurred by the services to any one person will be insured at our request to assist us in the considered one "occurrence". investigation or defense of the claim or "suit", including actual loss of earnings 2. MEDICAL EXPENSES up to $500 a day because of time off Insuring Agreement from work. a. We will pay medical expenses as described (5) All costs taxed against the insured in below for "bodily injury" caused by an the "suit". accident: (6) Prejudgment interest awarded against (1) On premises you own or rent; the insured on that part of the judgment (2) On ways next to premises you own or we pay. If we make an offer to pay the rent; or applicable limit of insurance, we will not pay any prejudgment interest based on (3) Because of your operations; that period of time after the offer. provided that: (7) All interest on the full amount of any (1) The accident takes place in the judgment that accrues after entry of the "coverage territory" and during the judgment and before we have paid, policy period; offered to pay, or deposited in court the (2) The expenses are incurred and reported part of the judgment that is within the to us within three years of the date of applicable limit of insurance. the accident; and Any amounts paid under (1) through (7) (3) The injured person submits to above will not reduce the limits of insurance. examination, at our expense, by physicians of our choice as often as we reasonably require. Page 2 of 24 Form SS 00 08 04 05 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 B 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". BUSINESS LIABILITY COVERAGE FORM 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 i.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. 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". 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 Form SS 00 08 04 05 Page 3 of 24 BUSINESS LIABILITY COVERAGE FORM (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: (i) 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: or (3) Any statute, ordinance or regulation relating to the sale, gift, distribution or use of alcoholic beverages. This exclusion applies only if you are in the business of manufacturing, distributing, 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. 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 subparagraph 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 your policy 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 Page 4 of 24 Form SS 00 08 04 05 BUSINESS LIABILITY COVERAGE FORM (iii) "Bodily injury" or "property released as part of the damage" arising out of heat, operations being performed smoke or fumes from a by such insured, contractor or "hostile fire"; subcontractor; (b) At or from any premises, site or (ii) "Bodily injury" or "property location which is or was at any damage" sustained within a time used by or for any insured or building and caused by the others for the handling, storage, release of gases, fumes or disposal, processing or treatment vapors from materials brought of waste; into that building in connection (c) Which are or were at any time with operations being performed transported, handled, stored, by you or on your behalf by a treated, disposed of, or processed contractor or subcontractor; or as waste by or for: (iii) "Bodily injury" or "property (i) Any insured; or damage" arising out of heat, smoke or fumes from a (ii) Any person or organization for fire re "hostile "; or whom you may be legally responsible; (e) At or from any premises, site or location on which any insured or any (d) At or from any premises, site or contractors or subcontractors locationon which any insured or working directly or indirectly on any any contractors or subcontractors insured's behalf are performing working directly or indirectly on operations if the operations are to any nsurtlyed's behalf are test for, monitor, clean up, remove, performing operations if the contain, treat, detoxify or neutralize, "pollutants" are brought on or to or in any way respond to, or assess the premises, site or location in the effects of, "pollutants". connection with such operations by such insured, contractor or (2) Any loss, cost or expense arising out subcontractor. However, this of any: subparagraph does not apply to: (a) Request, demand, order or statutory (i) "Bodily injury" or "property or regulatory requirement that any damage" arising out of the insured or others test for, monitor, escape of fuels, lubricants or clean up, remove, contain, treat, other operating fluids which are detoxify or neutralize, or in any way needed to perform the normal respond to, or assess the effects of, electrical, hydraulic or "pollutants"; or mechanical functions (b) Claim or suit by or on behalf of a necessary for the operation of governmental authority for "mobile equipment" or its parts, damages because of testing for, if such fuels, lubricants or other monitoring, cleaning up, removing, operating fluids escape from a containing, treating, detoxifying or vehicle part designed to hold, neutralizing, or in any way store or receive them. This responding to, or assessing the exception does not apply if the effects of, "pollutants". "bodily injury" or "property However, this paragraph does not damage" arises out of the apply to liability for damages because intentional discharge, dispersal of "property damage" that the insured or release of the fuels, would have in the absence of such lubricants or other operating request, demand, order or statutory or fluids, or if such fuels, regulatory requirement, or such claim lubricants or other operating or "suit" by or on behalf of a fluids are brought on or to the governmental authority. premises, site or location with the intent that they be discharged, dispersed or Form SS 00 08 04 05 Page 5 of 24 BUSINESS LIABILITY COVERAGE FORM g. Aircraft, Auto Or Watercraft "Bodily injury' or "property damage" arising out of the ownership, maintenance, use or entrustment to others of any aircraft, "auto" or watercraft owned or operated by or rented or loaned to any insured. 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 "occurrence" which caused the "bodily injury" or "property damage" involved the ownership, maintenance, use or entrustment to others of any aircraft, "auto" or watercraft that is owned or operated by or rented or loaned to any insured. This exclusion does not apply to: (1) A watercraft while ashore on premises you own or rent; (2) A watercraft you do not own that is: (a) Less than 51 feet long; and (b) Not being used to carry persons for a charge; (3) 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; (4) Liability assumed under any "insured contract" for the ownership, maintenance or use of aircraft or watercraft; (5) "Bodily injury" or "property damage" arising out of the operation of any of the equipment listed in Paragraph f.(2) or f.(3) of the definition of "mobile equipment"; or (6) An 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. 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; Page 6 of 24 Form SS 00 08 04 05 (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) Services in the practice of pharmacy; and (11) Computer consulting, design or programming services, including web site design. 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 anothers property; (2) Premises you sell, give away or abandon, if the "property damage" arises out of any part of those premises; (3) Property loaned to you; (4) Personal property in the care, custody or control of the insured; (5) That particular part of real properly 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. BUSINESS LIABILITY COVERAGE FORM 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. Form SS 00 08 04 05 Page 7 of 24 BUSINESS LIABILITY COVERAGE FORM o. Recall Of Products, Work Or Impaired (c) Title of any literary or artistic work; Property (8) Arising out of an offense committed by Damages claimed for any loss, cost or an insured whose business is: expense incurred by you or others for the (a) Advertising, broadcasting, loss of use, withdrawal, recall, inspection, publishing or telecasting; repair, replacement, adjustment, removal (b) Designing or determining content or disposal of: of web sites for others; or (1) "Your product"; (c) An Internet search, access, (2) "Your work'; or content or service provider. (3) "Impaired property" However, this exclusion does not if such product, work or property is apply to Paragraphs a., b. and c. withdrawn or recalled from the market or under the definition of "personal and from use by any person or organization advertising injury" in Section G. — because of a known or suspected defect, Liability And Medical Expenses deficiency, inadequacy or dangerous Definitions. condition in it. For the purposes of this exclusion, p. Personal And Advertising Injury placing an "advertisement" for or "Personal and advertising injury": linking to others on your web site, by (1) Arising out of oral, written or electronic itself, is not considered the business of advertising, broadcasting, publication of material, if done by or at publishing or telecasting; the direction of the insured with knowledge of its falsity; (9) Arising out of an electronic chat room (2) Arising out of oral, written or electronic or bulletin board the insured hosts, publication of material whose first owns, or over which the insured publication took place before the exercises control; beginning of the policy period; (10) Arising out of the unauthorized use of (3) Arising out of a criminal act committed another's name or product in your e-mail by or at the direction of the insured; address, domain name or metatags, or any other similar tactics to mislead (4) Arising out of any breach of contract, another's potential customers; except an implied contract to use (11) Arising out of the violation of a another's "advertising idea" in your person's right of privacy created by "advertisement"; any state or federal act. (5) Arising out of the failure of goods, However, this exclusion does not products or services to conform with apply to liability for damages that the any statement of quality or insured would have in the absence of performance made in your such state or federal act; "advertisement" (6) Arising out of the wrong description of (12) Arising out of: the price of goods, products or services; (a) An "advertisement" for others on (7) Arising out of any violation of any your web site; intellectual property rights such as (b) Placing a link to a web site of copyright, patent, trademark, trade others on your web site; name, trade secret, service mark or (c) Content from a web site of others other designation of origin or displayed within a frame or border authenticity. on your web site. Content includes However, this exclusion does not information, code, sounds, text, apply to infringement, in your graphics or images; or "advertisement", of (d) Computer code, software or (a) Copyright; programming used to enable: (b) Slogan, unless the slogan is also (i) Your web site; or a trademark, trade name, service (ii) The presentation or functionality mark or other designation of origin of an "advertisement' or other or authenticity; or content on your web site; Page 8 of 24 Form SS 00 08 04 05 (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; or (15) Arising out of discrimination or humiliation committed by or at the direction of any "executive officer", director, stockholder, partner or member of the insured. q. Electronic Data Damages arising out of the loss of, loss of use of, damage to, corruption of, inability to access, or inability to manipulate "electronic data". 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 (c) Employment-related practices, policies, acts or omissions, such as coercion, demotion, evaluation, reassignment, discipline, defamation, harassment, humiliation or discrimination 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 the 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 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. s. Asbestos (1) "Bodily injury', "property damage" or "personal and advertising injury" arising out of the "asbestos hazard". (2) Any damages, judgments, settlements, loss, costs or expenses that: BUSINESS LIABILITY COVERAGE FORM (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. Violation Of Statutes That Govern E - Mails, Fax, Phone Calls Or Other Methods Of Sending Material Or Information "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; or (3) Any statute, ordinance or regulation, other than the TCPA or CAN -SPAM Act of 2003, that prohibits or limits the 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. Form SS 00 08 04 05 Page 9 of 24 BUSINESS LIABILITY COVERAGE FORM 2. Applicable To Medical Expenses Coverage e. A trust, you are an insured. Your trustees We will not pay expenses for "bodily injury": are also insureds, but only with respect to their duties as trustees. a. Any Insured To any insured, except "volunteer workers". 2. Each of the following is also an insured: b. Hired Person a. Employees And Volunteer Workers To a person hired to do work for or on behalf Your "volunteer workers" only while of any insured or a tenant of any insured. performing duties related to the conduct of your business, or your "employees", other c. Injury On Normally Occupied Premises than either your "executive officers" (if you To a person injured on that part of are an organization other than a premises you own or rent that the person partnership, joint venture or limited liability normally occupies. company) or your managers (if you are a d. Workers' Compensation And Similar limited liability company), but only for acts Laws within the scope of their employment by To a person, whether or not an you or while performing duties related to "employee" of any insured, if benefits for the conduct of your business. the "bodily injury" are payable or must be However, none of these "employees" or provided under a workers' compensation "volunteer workers" are insureds for: or disability benefits law or a similar law. (1) "Bodily injury" or "personal and e. Athletics Activities advertising injury": To a person injured while practicing, (a) To you, to your partners or instructing or participating in any physical members (if you are a partnership exercises or games, sports or athletic or joint venture), to your members contests. (if you are a limited liability f. Products -Completed Operations Hazard company), or to a co -"employee" while in the course of his or her Included with the "products -completed employment or performing duties operations hazard". related to the conduct of your g. Business Liability Exclusions business, or to your other Excluded under Business Liability Coverage. "volunteer workers" while performing duties related to the C. WHO IS AN INSURED conduct of your business; 1. If you are designated in the Declarations as: (b) To the spouse, child, parent, a. An individual, you and your spouse are brother or sister of that co - insureds, but only with respect to the "employee" or that "volunteer conduct of a business of which you are the worker" as a consequence of sole owner. Paragraph (1)(a) above; b. A partnership or joint venture, you are an (c) For which there is any obligation insured. Your members, your partners, and to share damages with or repay their spouses are also insureds, but only with someone else who must pay respect to the conduct of your business. damages because of the injury c. A limited liability company, you are an described in Paragraphs (1)(a) or insured. Your members are also insureds, (b) above; or but only with respect to the conduct of your (d) Arising out of his or her providing business. Your managers are insureds, but or failing to provide professional only with respect to their duties as your health care services. managers. If you are not in the business of d. An organization other than a partnership, providing professional health care joint venture or limited liability company, you services, Paragraph (d) does not apply are an insured. Your "executive officers" and to any nurse, emergency medical directors are insureds, but only with respect technician or paramedic employed by to their duties as your officers or directors. you to provide such services. Your stockholders are also insureds, but only (2) "Property damage" to property: with respect to their liability as stockholders. (a) Owned, occupied or used by, Page 10 of 24 Form SS 00 08 04 05 BUSINESS LIABILITY COVERAGE FORM (b) Rented to, in the care, custody or b. Coverage under this provision does not control of, or over which physical apply to: control is being exercised for any (1) "Bodily injury" or "property damage" purpose by you, any of your that occurred; or "employees", "volunteer workers", any partner or member (if you are (2) "Personal and advertising injury" a partnership or joint venture), or arising out of an offense committed any member (if you are a limited before you acquired or formed the liability company). organization. b. Real Estate Manager 4. Operator Of Mobile Equipment Any person (other than your "employee" or With respect to "mobile equipment" registered in "volunteer worker"), or any organization your name under any motor vehicle registration while acting as your real estate manager. law, any person is an insured while driving such c. Temporary Custodians Of Your equipment along a public highway with your Property permission. Any other person or organization responsible for the conduct of such person is Any person or organization having proper also an insured, but only with respect to liability temporary custody of your property if you arising out of the operation of the equipment, and die, but only: only if no other insurance of any kind is available (1) With respect to liability arising out of the to that person or organization for this liability. maintenance or use of that property; and However, no person or organization is an insured (2) Until your legal representative has with respect to: been appointed. a. "Bodily injury" to a co -"employee" of the d. Legal Representative If You Die person driving the equipment; or Your legal representative if you die, but b. "Property damage" to property owned by, only with respect to duties as such. That rented to, in the charge of or occupied by representative will have all your rights and you or the employer of any person who is duties under this insurance. an insured under this provision. e. Unnamed Subsidiary 5. Operator of Nonowned Watercraft Any subsidiary and subsidiary thereof, of With respect to watercraft you do not own that yours which is a legally incorporated entity is less than 51 feet long and is not being used of which you own a financial interest of to carry persons for a charge, any person is an more than 50% of the voting stock on the insured while operating such watercraft with effective date of this Coverage Part. your permission. Any other person or The insurance afforded herein for any organization responsible for the conduct of subsidiary not shown in the Declarations such person is also an insured, but only with as a named insured does not apply to respect to liability arising out of the operation injury or damage with respect to which an the watercraft, and only no other insured under this insurance is also an i n insurance any kind iavailable to that insured under another policy or would be anization for this liability. Person or organization an insured under such policy but for its However, no person or organization is an termination or upon the exhaustion of its insured with respect to: limits of insurance. a. "Bodily injury" to a co -"employee" of the 3. Newly Acquired Or Formed Organization person operating the watercraft; or Any organization you newly acquire or form, b. "Property damage" to property owned by, other than a partnership, joint venture or rented to, in the charge of or occupied by limited liability company, and over which you you or the employer of any person who is maintain financial interest of more than 50% of an insured under this provision. the voting stock, will qualify as a Named 6. Additional Insureds When Required By Insured if there is no other similar insurance Written Contract, Written Agreement Or available to that organization. However: Permit a. Coverage under this provision is afforded The person(s) or organization(s) identified in only until the 180th day after you acquire Paragraphs a. through f. below are additional or form the organization or the end of the insureds when you have agreed, in a written policy period, whichever is earlier; and Form SS 00 08 04 05 Page 11 of 24 BUSINESS LIABILITY COVERAGE FORM contract, written agreement or because of a permit issued by a state or political subdivision, that such person or organization be added as an additional insured on your policy, 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 an endorsement issued by us and made a part of this Coverage Part, including all persons or organizations added as additional insureds under the specific additional insured coverage grants in Section F. —Optional Additional Insured Coverages. 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 (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: The exceptions contained in Subparagraphs (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. Page 12 of 24 Form SS 00 08 04 05 C. 9 (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. 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. 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: 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 by or for you, 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, inspection, architectural or engineering activities. BUSINESS LIABILITY COVERAGE FORM e. Permits Issued By State Or Political Subdivisions (1) Any state or political subdivision, but only with respect to operations performed by you or on your behalf for which the state 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 state or municipality; or (b) 'Bodily injury' or "property damage" included within the 'products - completed operations hazard". f. Any Other Party (1) Any other person or organization who is not an insured under 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; (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 or written agreement 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, 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: Foran SS 00 08 04 05 Page 13 of 24 BUSINESS LIABILITY COVERAGE FORM (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, inspection, architectural or engineering activities. The limits of insurance that apply to additional insureds are described in Section D. — Limits Oflnsurance. 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. 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 applies separately to each of your "locations" owned by or rented to you. "Location" means premises involving the same or connecting lots, or premises whose connection is interrupted only by a street, roadway or right-of-way of a railroad. 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 specified in a written contract, written agreement or permit issued by a state or political subdivision: or b. The Limits of Insurance shown in the Declarations. Such amount shall be a part of and not in addition to the Limits of Insurance shown in the Declarations and described in this Section. Page 14 of 24 Form SS 00 08 04 05 BUSINESS LIABILITY COVERAGE FORM If more than one limit of insurance under this (1) Immediately send us copies of any policy and any endorsements attached thereto demands, notices, summonses or applies to any claim or "suit", the most we will pay legal papers received in connection under this policy and the endorsements is the with the claim or "suit"; single highest limit of liability of all coverages (2) Authorize us to obtain records and applicable to such claim or "suit". However, this other information; paragraph does not apply to the Medical Expenses (3) Cooperate with us in the investigation, limit set forth in Paragraph 3. above. settlement of the claim or defense The Limits of Insurance of this Coverage Part apply against the "suit"; and separately to each consecutive annual pedod and to (4) Assist us, upon our request, in the any remaining period of less than 12 months, starting enforcement any right against any with the beginning of the policy period shown in the person or organization that may be Declarations, unless the policy period is extended liable the insured because of injury after issuance for an additional period of less than 12 or damage which this insurance months. In that case, the additional period will be may also apply . deemed part of the last preceding period for purposes of determining the Limits of Insurance. d. Obligations At The Insured's Own Cost E. LIABILITY AND MEDICAL EXPENSES No insured will, except at that insured's own cost, voluntarily make a payment, assume GENERAL CONDITIONS any obligation, or incur any expense, other 1. Bankruptcy than for first aid, without our consent. Bankruptcy or insolvency of the insured or of e. Additional Insured's Other Insurance the insured's estate will not relieve us of our If we cover a claim or "suit' under this obligations under this Coverage Part. Coverage Part that may also be covered 2. Duties In The Event Of Occurrence, by other insurance available to an Offense, Claim Or Suit additional insured, such additional insured a. Notice Of Occurrence Or Offense must submit such claim or "suit" to the other insurer for defense and indemnity. You or any additional insured must see to it that we are notified as soon as However, this provision does not apply to practicable of an "occurrence" or an the extent that you have agreed in a offense which may result in a claim. To written contract, written agreement or the extent possible, notice should include: permit that this insurance is primary and non-contributory with the additional (1) How, when and where the "occurrence" insured's own insurance. or offense took place; f. Knowledge Of An Occurrence, Offense, (2) The names and addresses of any Claim Or Suit injured persons and witnesses; and Paragraphs a. and b. apply to you or to (3) The nature and location of any injury any additional insured only when such or damage arising out of the "occurrence", offense, claim or "suit' is ,occurrence" or offense. known to: b. Notice Of Claim (1) You or any additional insured that is If a claim is made or "suit" is brought an individual; against any insured, you or any additional 2 () Any partner, if you or an additional insured must: insured is a partnership; (1) Immediately record the specifics of the (3) Any manager, if you or an additional claim or "suit" and the date received; insured is a limited liability company; and (4) Any "executive officer" insurance (2) Notify us as soon as practicable. manager, if you or an additional You or any additional insured must see to insured is a corporation; it that we receive a written notice of the (5) Any trustee, if you or an additional claim or "suit" as soon as practicable. insured is a trust; or c. Assistance And Cooperation Of The 8 () Any elected or appointed official, if you Insured or an additional insured is a political You and any other involved insured must: subdivision or public entity. Form SS 00 08 04 05 Page 15 of 24 BUSINESS LIABILITY COVERAGE FORM This Paragraph f. applies separately to you and any additional insured. 3. Financial Responsibility Laws a. When this policy is certified as proof of financial responsibility for the future under the provisions of any motor vehicle financial responsibility law, the insurance provided by the policy for "bodily injury' liability and "property damage" liability will comply with the provisions of the law to the extent of the coverage and limits of insurance required by that law. b. With respect to "mobile equipment" to which this insurance applies, we will provide any liability, uninsured motorists, underinsured motorists, no-fault or other coverage required by any motor vehicle law. We will provide the required limits for those coverages. 4. Legal Action Against Us No person or organization has a right under this Coverage Form: 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 Form 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. 5. 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. 6. 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. 7. 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 or similar coverage for "your work'; (2) Premises Rented To You That is fire, lightning or explosion insurance for premises rented to you or temporarily occupied by you with permission of the owner; (3) Tenant Liability That is insurance purchased by you to cover your liability as a tenant for '.property damage" to premises rented to you or temporarily occupied by you with permission of the owner; (4) Aircraft, Auto Or Watercraft If the loss arises out of the maintenance or use of aircraft, "autos" or watercraft to the extent not subject to Exclusion g. of Section A. — Coverages. (5) 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 A. — Coverages. Page 16 of 24 Form SS 00 08 04 05 BUSINESS LIABILITY COVERAGE FORM (6) When You Are Added As An When this insurance is excess over other Additional Insured To Other insurance, we will pay only our share of Insurance the amount of the loss, if any, that That is other insurance available to exceeds the sum of: you covering liability for damages (1) The total amount that all such other arising out of the premises or insurance would pay for the loss in the operations, or products and completed absence of this insurance; and operations, for which you have been (2) The total of all deductible and self - added as an additional insured by that insured amounts under all that other insurance; or insurance. (7) When You Add Others As An We will share the remaining loss, if any, with Additional Insured To This any other insurance that is not described in Insurance this Excess Insurance provision and was not That is other insurance available to an bought specifically to apply in excess of the additional insured. Limits of Insurance shown in the However, the following provisions Declarations of this Coverage Part. apply to other insurance available to c. Method Of Sharing any person or organization who is an If all the other insurance permits additional insured under this Coverage contribution by equal shares, we will follow Part. this method also. Under this approach, (a) Primary Insurance When each insurer contributes equal amounts Required By Contract until it has paid its applicable limit of This insurance is primary if you insurance or none of the loss remains, have agreed in a written contract, whichever comes first. written agreement or permit that If any of the other insurance does not permit this insurance be primary. If other contribution by equal shares, we will insurance is also primary, we will contribute by limits. Underthis method, each share with all that other insurance insurers share is based on the ratio of its by the method described in c. applicable limit of insurance to the total below. applicable limits of insurance of all insurers. (b) Primary And Non -Contributory 8. Transfer Of Rights Of Recovery Against To Other Insurance When Others To Us Required By Contract a. Transfer Of Rights Of Recovery If you have agreed in a written If the insured has rights to recover all or contract, written agreement or part of any payment, including permit that this insurance is Supplementary Payments, we have made primary and non-contributory with under this Coverage Part, those rights are the additional insured's own transferred to us. The insured must do insurance, this insurance is nothing after loss to impair them. At our primary and we will not seek request, the insured will bring "suit" or contribution from that other transfer those rights to us and help us insurance. enforce them. This condition does not Paragraphs (a) and (b) do not apply to apply to Medical Expenses Coverage, other insurance to which the additional b. Waiver Of Rights Of Recovery (Waiver insured has been added as an Of Subrogation) additional insured. If the insured has waived any rights of W When this insurance is excess, we will recovery against any person or have no duty under this Coverage Part to organization for all or part of any payment, defend the insured against any "suit" if any including Supplementary Payments, we other insurer has a duty to defend the have made under this Coverage Part, we insured against that "suit". If no other also waive that right, provided the insured insurer defends, we will undertake to do waived their rights of recovery against so, but we will be entitled to the insured's such person or organization in a contract, rights against all those other insurers. agreement or permit that was executed prior to the injury or damage. Form SS 00 08 04 05 Page 17 of 24 BUSINESS LIABILITY COVERAGE FORM F. OPTIONAL ADDITIONAL INSURED COVERAGES If listed or shown as applicable in the Declarations, one or more of the following Optional Additional Insured Coverages also apply. When any of these Optional Additional Insured Coverages apply, Paragraph 6. (Additional Insureds When Required by Written Contract, Written Agreement or Permit) of Section C., Who Is An Insured, does not apply to the person or organization shown in the Declarations. These coverages are subject to the terms and conditions applicable to Business Liability Coverage in this policy, except as provided below: 1. Additional Insured - Designated Person Or Organization WHO IS AN INSURED under Section C. is amended to include as an additional insured the person(s) or organization(s) shown in the Declarations, but only with respect to liability for "bodily injury", "property damage' or "personal and advertising injury" caused, in whole or in part, by your acts or omissions or the acts or omissions of those acting on your behalf: a. In the performance of your ongoing operations; or b. In connection with your premises owned by or rented to you. 2. Additional Insured - Managers Or Lessors Of Premises a. WHO IS AN INSURED under Section C. is amended to include as an additional insured the person(s) or organization(s) shown in the Declarations as an Additional Insured - Designated Person Or Organization; but only with respect to liability arising out of the ownership, maintenance or use of that part of the premises leased to you and shown in the Declarations. b. With respect to the insurance afforded to these additional insureds, the following additional exclusions apply: This insurance does not apply to: (1) Any 'occurrence' which takes place after you cease to be a tenant in that premises; or (2) Structural alterations, new construction or demolition operations performed by or on behalf of such person or organization. 3. Additional Insured -Grantor Of Franchise WHO IS AN INSURED under Section C. is amended to include as an additional insured the person(s) or organization(s) shown in the Declarations as an Additional Insured - Grantor Of Franchise, but only with respect to their liability as grantor of franchise to you. 4. Additional Insured - Lessor Of Leased Equipment a. WHO IS AN INSURED under Section C. is amended to include as an additional insured the person(s) or organization(s) shown in the Declarations as an Additional Insured — Lessor of Leased Equipment, but only with respect to liability for "bodily injury', "property damage" or "personal and advertising injury' caused, in whole or in part, by your maintenance, operation or use of equipment leased to you by such person(s) or organization(s). b. 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. 5. Additional Insured - Owners Or Other Interests From Whom Land Has Been Leased a. WHO IS AN INSURED under Section C. is amended to include as an additional insured the person(s) or organization(s) shown in the Declarations as an Additional Insured — Owners Or Other Interests From Whom Land Has Been Leased, but only with respect to liability arising out of the ownership, maintenance or use of that part of the land leased to you and shown in the Declarations. b. With respect to the insurance afforded to these additional insureds, the following additional exclusions apply: This insurance does not apply to: (1) Any 'occurrence' that takes place after you cease to lease that land; or (2) Structural alterations, new construction or demolition operations performed by or on behalf of such person or organization. 6. Additional Insured - State Or Political Subdivision — Permits a. WHO IS AN INSURED under Section C. is amended to include as an additional insured the state or political subdivision shown in the Declarations as an Additional Page 18 of 24 Form SS 00 08 04 05 BUSINESS LIABILITY COVERAGE FORM Insured — State Or Political Subdivision - (e) Any failure to make such Permits, but only with respect to inspections, adjustments, tests or operations performed by you or on your servicing as the vendor has agreed behalf for which the state or political to make or normally undertakes to subdivision has issued a permit. make in the usual course of b. With respect to the insurance afforded to business, in connection with the these additional insureds, the following distribution or sale of the products; additional exclusions apply: (f) Demonstration, installation, This insurance does not apply to: servicing or repair operations, (1) "Bodily injury", "property damage" or except such operations performed "personal and advertising injury" at the vendor's premises in arising out of operations performed for connection with the sale of the the state or municipality; or product; (2) "Bodily injury" or "property damage" (9) Products which, after distribution included in the "product -completed or sale by you, have been labeled operations" hazard. or relabeled or used as a container, part or ingredient of any 7. Additional Insured —Vendors other thing or substance by or for a. WHO IS AN INSURED under Section C. is the vendor; or amended to include as an additional (h) "Bodily injury" or "property insured the person(s) or organization(s) damage" arising out of the sole (referred to below as vendor) shown in the negligence of the vendor for its Declarations as an Additional Insured - own acts or omissions or those of Vendor, but only with respect to "bodily its employees or anyone else injury" or "property damage" arising out of acting on its behalf. However, this "your products" which are distributed or exclusion does not apply to: sold in the regular course of the vendor's (i) The exceptions contained in business and only if this Coverage Part Subparagraphs (d) or (f); or provides coverage for "bodily injury" or "property damage" included within the (ii) Such inspections, "products -completed operations hazard". adjustments, tests or servicing b. The insurance afforded to the vendor is as the vendor has agreed tomake subject to the following additional exclusions: or normally undertakes to make in the usual course of (1) This insurance does not apply to: business, in connection with (a) "Bodily injury" or "property the distribution or sale of the damage" for which the vendor is products. obligated to pay damages by (2) This insurance does not apply to any reason of the assumption of insured person or organization from liability in a contract or agreement. whom you have acquired such This exclusion does not apply to products, or any ingredient, part or liability for damages that the container, entering into, vendor would have in the absence accompanying or containing such of the contract or agreement; products. (b) Any express warranty 8. Additional Insured — Controlling Interest unauthorized by you, WHO IS AN INSURED under Section C. is (c) Any physical or chemical change amended to include as an additional insured in the product made intentionally the person(s) or organization(s) shown in the by the vendor; Declarations as an Additional Insured — (d) Repackaging, unless unpacked Controlling Interest, but only with respect to solely for the purpose of inspection, their liability arising out of: demonstration, testing, or the a. Their financial control of you; or substitution of parts under b. Premises they own, maintain or control instructions from the manufacturer, while you lease or occupy these premises. and then repackaged in the original container; Form SS 00 08 04 05 Page 19 of 24 BUSINESS LIABILITY COVERAGE FORM This insurance does not apply to structural alterations, new construction and demolition operations performed by or for that person or organization. 9. Additional Insured — Owners, Lessees Or Contractors — Scheduled Person Or Organization a. WHO IS AN INSURED under Section C. is amended to include as an additional insured the person(s) or organization(s) shown in the Declarations as an Additional Insured — Owner, Lessees Or Contractors, 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: (1) In the performance of your ongoing operations for the additional insured(s); or (2) In connection with "your work" performed for that additional insured and included within the "products - completed operations hazard", but only if this Coverage Part provides coverage for "bodily injury" or "property damage" included within the "products -completed operations hazard". b. With respect to the insurance afforded to these additional insureds, this insurance does not apply to "bodily injury", "property damage" or "personal an advertising injury" arising out of the rendering of, or the failure to render, any professional architectural, engineering or surveying services, including: (1) The preparing, approving, or failure to prepare or approve, maps, shop drawings, opinions, reports, surveys, field orders, change orders, designs or drawings and specifications; or (2) Supervisory, inspection, architectural or engineering activities. 10. Additional Insured — Co -Owner Of Insured Premises WHO IS AN INSURED under Section C. is amended to include as an additional insured the person(s) or Organization(s) shown in the Declarations as an Additional Insured — Co - Owner Of Insured Premises, but only with respect to their liability as co-owner of the premises shown in the Declarations. The limits of insurance that apply to additional insureds are described in Section D. — 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. G. LIABILITY AND MEDICAL EXPENSES DEFINITIONS 1. "Advertisement" means the widespread public dissemination of information or images that has the purpose of inducing the sale of goods, products or services through: a. (1) Radio; (2) Television; (3) Billboard; (4) Magazine; (5) Newspaper; b. The Internet, but only that part of a web site that is about goods, products or services for the purposes of inducing the sale of goods, products or services; or c. Any other publication that is given widespread public distribution. However, "advertisement" does not include: a. The design, printed material, information or images contained in, on or upon the packaging or labeling of any goods or products; or b. An interactive conversation between or among persons through a computer network. 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 land motor vehicle, trailer or semi -trailer designed for travel on public roads, including any attached machinery or equipment. But "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: Page 20 of 24 Form SS 00 08 04 05 BUSINESS LIABILITY COVERAGE FORM a. The United States of America (including its b. You have failed to fulfill the terms of a territories and possessions), Puerto Rico contract or agreement; and Canada; if such property can be restored to use by: b. International waters or airspace, but only if a. The repair, replacement, adjustment or the injury or damage occurs in the course removal of "your product" or "your work"; of travel or transportation between any places included in a. above; or c. All other parts of the world if the injury or b. Your fulfilling the terms of the contract or damage arises out of: agreement, (1) Goods or products made or sold by you 12. "Insured contract" means: in the territory described in a. above; a. A contract for a lease of premises. (2) The activities of a person whose home However, that portion of the contract for a is in the territory described in a. lease of premises that indemnifes any above, but is away for a short time on person or organization for damage by fire, your business; or lightning or explosion to premises while rented to you or temporarily occupied by (3) "Personal and advertising injury" you with permission of the owner is offenses that take place through the subject to the Damage To Premises Internet or similar electronic means of Rented To You limit described in Section communication D. — Liability and Medical Expenses Limits provided the insured's responsibility to pay of Insurance. damages is determined in the United States of b. A sidetrack agreement; America (including its territories and c. Any easement or license agreement, possessions), Puerto Rico or Canada, in a "suit" including an easement or license on the merits according to the agreement in connection with construction substantive law in such territory, or in a or demolition operations on or within 50 settlement we agree to. feet of a railroad; 7. "Electronic data" means information, facts or d. Any obligation, as required by ordinance, programs: to indemnify a municipality, except in a. Stored as or on; connection with work for a municipality; b. Created or used on; or e. An elevator maintenance agreement; or c. Transmitted to or from f. That part of any other contract or computer software, including systems and agreement pertaining to your business applications software, hard or floppy disks, (including an indemnification of a CD-ROMS, tapes, drives, cells, data municipality in connection with work processing devices or any other media which performed for a municipality) under which are used with electronically controlled you assume the tort liability of another equipment. party to pay for "bodily injury" or "property 8. "Employee" includes a "leased worker". damage" to a third person or organization, "Employee" does not include a "temporary provided the "bodily injury" or "property worker". damage" is caused, in whole or in part, by 9. "Executive officer" means a person holding you or by those acting on your behalf. Tort liability means a liability that would be any of the officer positions created by your imposed by law in the absence of any charter, constitution, by-laws or any other contract or agreement. similar governing document. 10. "Hostile fire" means one which becomes Paragraph f. includes that part of any uncontrollable or breaks out from where it was contract or agreement that indemnifies a intended to be. railroad for "bodily injury" or "property damage" arising out of construction or 11. "Impaired property" means tangible property, demolition operations within 50 feet of any other than "your product" or "your work", that railroad property and affecting any railroad cannot be used or is less useful because: bridge or trestle, tracks, road -beds, tunnel, a. It incorporates "your product" or "your work" underpass or crossing. that is known or thought to be defective, However, Paragraph f. does not include deficient, inadequate or dangerous; or that part of any contract or agreement: Form SS 00 08 04 05 Page 21 of 24 BUSINESS LIABILITY COVERAGE FORM (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 (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. 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: a. False arrest, detention or imprisonment; b. Malicious prosecution; Page 22 of 24 Form SS 00 08 04 05 c. The wrongful eviction from, wrongful entry into, or invasion of the right of private occupancy of a room, dwelling or premises that the person occupies, committed by or on behalf of its owner, landlord or lessor; d. Oral, written or electronic 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 or electronic 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"; g. Infringement of copyright, slogan, or title of any literary or artistic work, in your "advertisement"; or h. Discrimination or humiliation that results in injury to the feelings or reputation of a natural person. 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. BUSINESS LIABILITY COVERAGE FORM 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 loss 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. 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. "Volunteer worker" means a person who a. Is not your "employee" Form SS 00 08 04 05 Page 23 of 24 BUSINESS LIABILITY COVERAGE FORM b. Donates his or her work; (2) The providing of or failure to provide c. Acts at the direction of and within the warnings or instructions. scope of duties determined by you; and c. Does not include vending machines or d. Is not paid a fee, salary or other other property rented to or located for the compensation by you or anyone else for use of others but not sold. their work performed for you. 25. "Your work": 24. "Your product": a. Means: a. Means: (1) Work or operations performed by you (1) Any goods or products, other than real or on your behalf; and property, manufactured, sold, handled, 2 () Materials, parts or equipment distributed or disposed of by: furnished in connection with such work (a) You; or operations. (b) Others trading under your name; b. Includes: or (1) Warranties or representations made at (c) A person or organization whose any time with respect to the fitness, business or assets you have quality, durability, performance or use acquired; and of "yourwork"; and (2) Containers (other than vehicles), (2) The providing of or failure to provide materials, parts or equipment warnings or instructions. 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 Page 24 of 24 Form SS 00 08 04 05