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Attachment 2 - AGR 20.133 First Amendment Mintier HarnishDocuSign Envelope ID: 24B7A146-528A-48FB-9CC4-26DD6CE71499 FIRST AMENDMENT TO AGREEMENT FOR CONSUL TANT SERVICES THIS FIRST AMENDMENT AGREEMENT is dated for identification this 1 sr day of August 2020 and is made by and between TOWN OF LOS GATOS, a California municipal corporation, ("Town") and Mintier Harnish, LP, ("Consultant"), whose address is 1415 20th Street, Sacramento, CA 95811. This Agreement is made with reference to the following facts. RECITALS A.The Town and Consultant entered into an Agreement dated July 9, 2018 to provide Consultant Services for preparation of the General Plan update and Environmental Impact Report (Exhibit A). B.The Town desires to extend the Agreement to July 31, 2021. AMENDMENT 1.Time of Performance of the Amendment Agreement is hereby amended to provide that the term of the Agreement is for the period August 1, 2020 through July 31, 2021. 2.All other terms and conditions of the Agreement dated July 9, 2018, remain in full force and effect. IN WITNESS WHEREOF, the Town and Consultant have executed this First Amendment Agreement as of the date indicated above. Town of Los Gatos: I, DocuSigned by: By:�2fs� Laure Prevetti 7/28/2020 Town Manager Department Approval: Joel Paulson (Jul 23, 2020 11:09 PDT) Joel Paulson Director of Community Development Approved as to Form: Robert Schultz (Jul 23, 2020 11:11 PDT) Robert Schultz Town Attorney Consultan H= By: \ Jim Harnish, Mintier Harnish, LP DocuSigned by: 7/29/2020 ATTACHMENT 2 DocuSign Envelope ID: 24B7A146-528A-48FB-9CC4-26DD6CE71499 g-::>AGR.�\ =--· '.c.....>--- IHH, ____ _ AGREEMENT FOR CONSULTANT SERVICES THIS AGREEMENT is dated for identification this �ay of July 2018 and is made by and between TOWN OF LOS GATOS, a California municipal corporation, ("Town") and Mintier Harnish, LP, ("Consultant"), whose address is 1415 20th Street, Sacramento, CA 95811. This Agreement is made with reference to the following facts. I.RECITALS 1.1 Town desires to engage Consultant to provide Consultant Services for preparation of the General Plan update and Environmental Impact Report. 1.2 Consultant represents and affirms that they are qualified and willing to perform the desired work pursuant to this Agreement 1.3 Consultant warrants it possesses the distinct professional skills, qualifications, experience, and resources necessary to timely perform the services described in this Agreement. Consultant acknowledges Town has relied upon these warranties to retain Consultant. II.AGREEMENTS 2.1 Scope of Services. Consultant shall provide the services as described in the Scope of Services attached as Exhibit A-1 and the schedule attached as Exhibit A-2. 2.2 Term and Time of Performance. This contract will remain in effect from the date of execution through July 31, 2020. 2.3 Compliance with Laws. Consultant shall comply with all applicable laws, codes, ordinances, and regulations of governing federal, state, and local laws. Consultant represents and warrants to Town that it has all licenses, permits, qualifications, and approvals of whatsoever nature which are legally required for Consultant to practice its profession. Consultant shall maintain a Town of Los Gatos business license pursuant to Chapter 14 of the Code of the Town of Los Gatos. 2.4 Sole Responsibility. Consultant shall be responsible for employing or engaging all persons necessary to perform the services under this Agreement. 2.5 Information/Report Handling. All documents furnished to Consultant by the Town and all reports and supportive data prepared by the Consultant under this Agreement are the Town's property and shall be delivered to the Town upon the completion of Consultant's services or at the Town's written request. All reports, information, data, and exhibits prepared or assembled by Consultant in connection with the performance of its services pursuant to this Agreement are confidential until released by the Town to the pub'lic, and the Consultant shall not make any of the these documents or information available to any Page 1 of 6 DocuSign Envelope ID: 24B7A146-528A-48FB-9CC4-26DD6CE71499 2.6 individual or organization not employed by, or under contract with, the Consultant or the Town without the written consent of the Town before such release. The Town acknowledges that the reports to be prepared by the Consultant pursuant to this Agreement are for the purpose of evaluating a defined project, and Town's use of the information contained in the reports prepared by the Consultant in connection with other projects shall be solely at Town's risk, unless Consultant expressly consents to such use in writing. Town further agrees that it will not appropriate any methodology or technique of Consultant which is and has been confirmed in writing by Consultant to be a trade secret of Consultant. Compensation. Compensation for Consultant's professional services shall not exceed the $1,174,975 inclusive of all costs. Payment shall be made against tasks at costs as set forth in Exhibit B Fee Schedule. Consultant shall be compensated for services in addition to those described in Exhibit A-1 only if Consultant and Town execute a written amendment to this Agreement describing the additional services to be performed and the compensation to be paid for such services. Fees for additional services will be allocated from the ten percent contingency identified on Exhibit B Fee Schedule. Flexibility. As noted in Exhibit B Fee Schedule, the distribution of hours between firms, staff categories, and tasks are an estimate. While the total costs shall not exceed amount in Section 2.6 above, the distribution of hours/costs may vary depending on actual execution. 2.8 Billing. Billing shall be monthly by invoice within thirty (30) days of the rendering of the service and shall be accompanied by a detailed explanation of the work performed, by whom, at what rate, and on what date. Payment shall be net thirty (30) days. All invoices and statements to the Town shall be addressed as follows: Invoices: Town of Los Gatos Attn: Accounts Payable P.O. Box 655 Los Gatos, CA 95031-0655 2.9 Availability of Records. Consultant shall maintain the records supporting this billing for not less than three years following completion of the work under this Agreement. Consultant shall make these records available to authorized personnel of the Town at the Consultant's offices during business hours upon written request of the Town. 2.10 Assignability and Subcontracting. The services to be performed under this Agreement are unique and personal to the Consultant. No portion of these services shall be assigned or subcontracted without the written consent of the Town. Page 2 of 6 DocuSign Envelope ID: 24B7A146-528A-48FB-9CC4-26DD6CE71499 2.11 Independent Contractor. It is understood that the Consultant, in the performance of the work and services agreed to be performed, shall act as and be an independent contractor and not an agent or employee of the Town. As an independent contractor he/she shall not obtain any rights to retirement benefits or other benefits which accrue to Town employee(s). With prior written consent, the Consultant may perform some obligations under this Agreement by subcontracting, but may not delegate ultimate responsibility for performance or assign or transfer interests under this Agreement. Consultant agrees to testify in any litigation brought regarding the subject of the work to be performed under this Agreement. Consultant shall be compensated for its costs and expenses in preparing for, traveling to, and testifying in such matters at its then current hourly rates of compensation, unless such litigation is brought by Consultant or is based on allegations of Consultant's negligent performance or wrongdoing. 2.12 Conflict of Interest. Consultant understands that its professional responsibilities are solely to the Town. The Consultant has and shall not obtain any holding or interest within the Town of Los Gatos. Consultant has no business holdings or agreements with any individual member of the Staff or management of the Town or its representatives nor shall it enter into any such holdings or agreements. In addition, Consultant warrants that it does not presently and shall not acquire any direct or indirect interest adverse to those of the Town in the subject of this Agreement, and it shall immediately disassociate itself from such an interest, should it discover it has done so and shall, at the Town's sole discretion, divest itself of such interest. Consultant shall not knowingly and shall take reasonable steps to ensure that it does not employ a person having such an interest in this performance of this Agreement. If after employment of a person, Consultant discovers it has employed a person with a direct or indirect interest that would conflict with its performance of this Agreement, Consultant shall promptly notify Town of this employment relationship, and shall, at the Town's sole discretion, sever any such employment relationship. 2.13 Equal Employment Opportunity. Consultant warrants that it is an equal opportunity employer and shall comply with applicable regulations governing equal employment opportunity. Neither Consultant nor its subcontractors do and neither shall discriminate against persons employed or seeking employment with them on the basis of age, sex, color, race, marital status, sexual orientation, ancestry, physical or mental disability, national origin, religion, or medical condition, unless based upon a bona fide occupational qualification pursuant to the California Fair Employment & Housing Act. 3.1 Ill. INSURANCE AND INDEMNIFICATION Minimum Scope of Insurance. i.Consultant agrees to have and maintain, for the duration of the contract, General Liability insurance policies insuring him/her and his/her firm to an amount not less than: one million dollars ($1,000,000) combined single limit per occurrence for bodily injury, personal injury, and property damage. Page 3 of 6 N:\DEV\Agreements\Mintier Harnish\Mintier Harnish Agreement.docx DocuSign Envelope ID: 24B7A146-528A-48FB-9CC4-26DD6CE71499 3.2 ii.Consultant agrees to have and maintain for the duration of the contract, an Automobile Liability insurance policy insuring him/her and his/her staff to an amount not less than one million dollars ($1,000,000) combined single limit per accident for bodily injury and property damage. iii.Consultant shall provide to the Town all certificates of insurance, with original endorsements effecting coverage. Consultant agrees that all certificates and endorsements are to be received and approved by the Town before work commences. iv.Consultant agrees to have and maintain, for the duration of the contract, professional liability insurance in amounts not less than one million dollars ($1,000,000) which is sufficient to insure Consultant for professional errors or omissions in the performance of the particular scope of work under this agreement. General Liability i.The Town, its officers, officials, employees, and volunteers are to be covered as insured as respects: liability arising out of activities performed by or on behalf of the Consultant; products and completed operations of Consultant; and premises owned or used by the Consultant. This requirement does not apply to the professional liability insurance required for professional errors and omissions. ii.The Consultant's insurance coverage shall be primary insurance as respects the Town, its officers, officials, employees, and volunteers. Any insurance or self-insurances maintained by the Town, its officers, officials, employees or volunteers shall be excess of the Consultant's insurance and shall not contribute with it. iii.Any failure to comply with reporting provisions of the policies shall not affect coverage provided to the Town, its officers, officials, employees or volunteers. iv.The Consultant's insurance shall apply separately to each insured against whom a claim is made or suit is brought, except with respect to the limits of the insurer's liability. All Coverages. Each insurance policy required in this item shall be endorsed to state that coverage shall not be suspended, voided, cancelled, reduced in coverage or in limits except after thirty (30) days' prior written notice by certified mail, return receipt requested, has Page 4 of 6 N:\DEV\Agreements\Mintier Harnish\Mintier Harnish Agreement.docx DocuSign Envelope ID: 24B7A146-528A-48FB-9CC4-26DD6CE71499 been given to the Town. Current certification of such insurance shall be kept on file at all times during the term of this agreement with the Town Clerk. 3.3 Workers' Compensation. Consultant shall maintain Workers' Compensation insurance as required by California law and shall provide evidence of such policy to the Town. Consultant shall ensure that all subcontractors employed by Consultant provide the required Workers' Compensation insurance for their respective employees. 3.4 Indemnification. The Consultant shall save, keep, hold harmless, and indemnify and defend the Town its officers, agent, employees, and volunteers from all damages, liabilities, penalties, costs, or expenses in law or equity that may at any time arise or be set up because of damages to property or personal injury received by reason of, or in the course of performing work which may be occasioned by a willful or negligent act or omissions of the Consultant, or any of the Consultant's officers, employees, or agents or any subconsultant. IV.GENERAL TERMS 4.1 Waiver. No failure on the part of either party to exercise any right or remedy hereunder shall operate as a waiver of any other right or remedy that party may have hereunder, nor does waiver of a breach or default under this Agreement constitute a continuing waiver of a subsequent breach of the same or any other provision of this Agreement. 4.2 Governing Law. This Agreement, regardless of where executed, shall be governed by and construed to the laws of the State of California. Venue for any action regarding this Agreement shall be in the Superior Court of the County of Santa Clara. 4.3 Termination of Agreement. The Town and the Consultant shall have the right to terminate this agreement with or without cause by giving not less than fifteen days (15) written notice of termination. In the event of termination, the Consultant shall deliver to the Town all plans, files, documents, reports, performed to date by the Consultant. In the event of such termination, Town shall pay Consultant an amount that bears the same ratio to the maximum contract price as the work delivered to the Town bears to completed services contemplated under this Agreement, unless such termination is made for cause, in which event, compensation, if any, shall be adjusted in light of the particular facts and circumstances involved in such termination. 4.4 Amendment. No modification, waiver, mutual termination, or amendment of this Agreement is effective unless made in writing and signed by the Town and the Consultant. 4.5 Disputes. In any dispute over any aspect of this Agreement, the prevailing party shall be entitled to reasonable attorney's fees, including costs of appeal. Page 5 of 6 N:\DEV\Agreements\Mintier Harnish\Mintier Harnish Agreement.docx DocuSign Envelope ID: 24B7A146-528A-48FB-9CC4-26DD6CE71499 4.6 Notices. Any notice required to be given shall be deemed to be duly and properly given if mailed postage prepaid, and addressed to: To Town: Joel Paulson Community Development Director Town of Los Gatos 110 E. Main Street Los Gatos, CA 95030 Fax: (408) 354-7593 Phone: (408) 354-6879 To Consultant: Jim Harnish Mintier Harnish 1415 20th Street Sacramento, CA 95811 Phone: (916) 446-0522 E-mail: ipaulson@losgatosca.gov E-mail: iim@mintierharnish.com or personally delivered to Consultant to such address or such other address as Consultant designates in writing to Town. 4. 7 Order of Precedence. In the event of any conflict, contradiction, or ambiguity between the terms and conditions of this Agreement in respect to the Products or Services and any attachments to this Agreement, then the terms and conditions of this Agreement shall prevail over attachments or other writings. 4.8 Entire Agreement. This Agreement, including Exhibits A-1, A-2, and B, constitutes the complete and exclusive statement of the Agreement between the Town and Consultant. No terms, conditions, understandings or agreements purporting to modify or vary this Agreement, unless hereafter made in writing and signed by the party to be bound, shall be binding on either party. In WITNESS WHEREOF, the Town and Consultant have executed this Agreement. Laurel R. Prevetti, Town Manager Town of Los Gatos Department Approval: N:\DEV\Agreements\Mlntier Harnlsh\Mintier Harnish Agreement.docx Page 6 of 6 DocuSign Envelope ID: 24B7A146-528A-48FB-9CC4-26DD6CE71499 Scope of Work The following section provides our work program for the preparation of the Town of Los Gatos General Plan Update. This program is designed to respond to the scope items included in the Town's Request of Proposal (RFP) and provides for the formulation of a thoughtful and user-friendly General Plan and comprehensive program-level Environmental Impact Report (EIR) that can be used to streamline subsequent project-level proposals. The work program includes appropriate technical studies and community engagement opportunities that explore issues, opportunities, and solutions to guide the community to the year 2040. In this work program, the term "Consultants" refers to members of the Consultant Team assembled for the project. Details on community engagement activities are described under Task H, with placeholders shown under each task to show their relationship to the overall work program. Project Initiation During this task, the Consultants will work with Town staff to lay the foundation for the General Plan Update, including developing tools to be used throughout the Update, meeting with the General Plan Advisory Committee (GPAC), the Planning Commission, and Town Council, and initiating the community engagement program. The Consultants will meet with Town staff to discuss expectations for the schedule, process, and work products and to refine the scope of work to address Town comments. Following execution of the contract, the Consultants and Town staff will hold a project kick-off meeting. This meeting will confirm roles and responsibilities, establish communication protocols, refine and detail the project schedule based on actual start date, and discuss the initial ideas and strategies for community engagement (which will be refined and documented under Task H.1). Immediately following the kick off, the Consultants will tour the community with Town staff to examine key issues and opportunities that will be addressed in the General Plan Update. The Consultants will work with Town staff to confirm the Planning Area and gather and format information for a Geographic Information Systems (GIS) database covering the Planning Area. The Consultants will prepare base maps suitable for reports and display presentation, including establishing a uniform legend and title block. During the project kick-off meeting (Task A.1), the Consultants will work with Town staff to identify and obtain existing GIS resources from the Town and other identified agencies with GIS data covering the Planning Area. We will develop new GIS data and maps consistent with Town protocols and data formats to ensure easy integration into the Town's information system. At the end of the project, the Consultants will provide the Town the native files of all original data as well as project-specific GIS layers modified or created by the Consultants for the General Plan Update. Mintier Harnish -Los Gatos General Plan Update Exhibit A-1 Scope of Work 1 DocuSign Envelope ID: 24B7A146-528A-48FB-9CC4-26DD6CE71499 As described in Task H.3, the Consultants will also present selected geographic data online using ESRI ArcGIS Online and/or ESRI Story Map. Task A.3 Existing Data Collection and Compilation Knowledge of existing conditions within the Town of Los Gatos will give the Consultants, and the community, a more thorough understanding of how the Town can move forward and what has changed since the last General Plan was prepared. At the beginning of the Update process, and prior to initiation of public engagement, the Consultants will compile (including native format files whenever possible) the following: Applicable plans, studies, and analysis documents that currently exist within the various departments in the Town of Los Gatos that pertain to the General Plan. Documents may include, but are not limited to: ■General Plan ■Specific Plans ■Hazard mitigation plan ■Parks, open space, trails and recreation plans ■ Municipal Code ■Any other pertinent information, documents, plans, and other items identified by Town Staff ■Applicable plans, studies, and analysis documents concerning Infrastructure and utilities ■ Geographic information system (GIS) data ■Transportation plans Pertinent information that is contained in these documents will be reviewed and used by the Consultants to develop the Existing Conditions Background Report (see Task B) that will be provided with the General Plan Update. The Consultants will use and rely upon these existing resources to develop the General Plan and EIR information. The scope of work and budget are based on the availability and use of secondary data and the development of planning level qualitative assessments that are typical for a general plan update. This information will be supplemented with data collected by our team as described in Task B, Existing Conditions Background Report GPAC Meeting #1 will be held during this task to facilitate data identification and collection (see Task H.S). Engagement Activities During Task A: ■Task H.1: ■Task H.2: ■ Task H.3: ■Task H.4: ■Task H-5: ■ Task H-7: ■Task H.8: 2 I Scope of Work Community Engagement Strategy Branding and Project Logo Set Up Online Engagement Newsletter #1, General Plan Update Overview GPAC#l Community Workshop #1, Project Initiation Joint Study Session #1, Introduction to the General Plan Update Mintier Harnish -Los Gatos General Plan Update DocuSign Envelope ID: 24B7A146-528A-48FB-9CC4-26DD6CE71499 Products: •Kick-off Meeting Summary (digital version) •GIS Base Maps (digital version) The term "digital version" is used in this scope of work as the provision of deliverables in both their native format for staff use (e.g., MS Word, MS Excel) and a PDF format that is both print ready and bookmarked for online use. Task B Prepare Existing Conditions Background Report During this task, the Consultants will compile information on existing conditions within the town and Planning Area organized by the topics to be covered in the General Plan Update. The Existing Conditions Background Report (Background Report) will focus on identifying and evaluating existing conditions and future trends that will influence the development of the General Plan Update, the EIR, and the future of the community. Task B.l Administrative Draft Background Report The Consultants will prepare an Administrative Draft Background Report and submit it to Town staff for review and comment. The Report will highlight current conditions and trends, and identify future opportunities and constraints, which will lay the groundwork for subsequent policy development. The report will address, at a minimum, the topics described in the request for proposals (RFP), although some reorganization and combinations are proposed. •Land Use •Population, Employment, and Housing •Circulation and Transportation •Biological Resources•Cultural Resources•Economics•Infrastructure•Public Services•Noise •Air Quality •Safety and Hazards • Geology •Hydrology and Water Quality During this task, the Consultants will compile information on existing conditions within the Planning Area organized by the topics identified above. This assessment will not only support the development of goals, policies, and programs, but will also serve as the setting information sections in the EIR. Compiling existing conditions information will involve reviewing existing and draft documents (e.g., existing General Plan elements, zoning, other plans, special studies, El Rs) and contacting appropriate agencies and organizations serving the community. The Existing Conditions Report will include maps, charts, graphs, and photographs to illustrate conditions and trends in an easy-to-read format. Each topic area of the report will address the following: Mintier Harnish -Los Gatos General Plan Update Scope of Work I 3 DocuSign Envelope ID: 24B7A146-528A-48FB-9CC4-26DD6CE71499 ■Introduction to the topic; ■Key terms (as appropriate to topic); ■Regulatory setting outlining key Federal, State, and local regulations and policies that are pertinent to the topic; ■A summary of existing conditions and setting; ■A brief description of key constraints and opportunities; and ■References (i.e., document citations, websites, and personal communications). Land Use. The Consultants will analyze the existing General Plan land uses and adopted plans that affect development in Los Gatos. The Consultant will map and analyze existing land uses based on available GIS and/or Assessor's data and identify opportunities and constraints for future development and reuse. The Consultants will also describe regional planning efforts affecting the town. This section will also summarize the community character of Los Gatos neighborhoods and districts and the design characteristics of each. This will include describing architectural patterns, community gateways, and major geographic features that define the character of Los Gatos. Population, Employment, Housing, and Fiscal Stability. The Consultants will examine the demographic, employment, and market demand data for different land uses, including retail, industrial, and office development. For the demographic information, the Consultants will use a combination of primary data from the U.S. Census of Population, the American Community Survey, the Local Employment Dynamics database, Association of Bay Area G�,vernments (ABAG), and the California Department of Finance. This data, supplemented by information provided by Town staff, will include measures and trends such as population, housing characteristics, income distribution, educational attainment, ethnicity, commute patterns, and tenure. We will prepare an overview of economic characteristics and analyze the recent employment trends to verify the leading sectors in the Los Gatos economic base. This analysis will address the types of office and light industrial uses that may be attracted to Los Gatos. For the local demand component, the Consultants will analyze the retail market in Los Gatos, including household demand, business-to-business transactions, and visitor spending. Using sales data provided by the Town sales tax audit firm, we will prepare the retail leakage analysis and provide recommendations on potential commercial development opportunities. We will also prepare a projection of future market growth for Los Gatos based on anticipated household growth and trends in the regional market area. Based on this analysis, the Consultants will develop recommendations for strategic actions and policies to help support the town's retail sector and address potential market threats related to changing market conditions. The Consultants will also look at the current job-housing balance and use the labor force data and commute patterns to assess housing needs. We will look at how the existing labor force patterns compare with the employment base. The distribution of occupational employment and labor force by occupation can serve as an indicator for the types of housing that the labor force and job base will demand. The Consultants will also identify the existing service levels for various institutions in Los Gatos, such as education and health care facilities, and compare them with other communities. This will help assess future needs, based on population and/or employment growth. 4 I Scope of Work Mintier Harnish -Los Gatos General Plan Update DocuSign Envelope ID: 24B7A146-528A-48FB-9CC4-26DD6CE71499 Based on the market analysis above and factoring in the potential supply of land for different uses (employment-generating and residential), we will produce a market projection that addresses future demand for different land uses, as well as forecasts that will identify a range of potential needs for different types of spaces. The Consultants will also prepare an analysis of the Town budget and how land uses affect Town revenues and costs. This will provide a foundation for later fiscal analysis of land use alternatives or changes in development capacity through the General Plan process. Circulation and Transportation (Mobility). The Consultants will compile data and information on the existing transportation system, including roadways, transit services, and bicycle and pedestrian facilities. The Consultants will prepare a detailed description accompanied with maps and graphics illustrating the roadway system, bicycle and pedestrian facilities, peak hour traffic counts, pedestrian/bicycle counts, and transit routes/stops. We will use available Census and travel survey data to describe the travel behavior of Los Gatos residents and employees. Federal, State, regional, and local regulations pertaining to multimodal circulation in Los Gatos. The Consultants will review collision data available through the California Highway Patrol's SWITRS reports to identify specific "hot spots" that have experienced high rates of automobile, pedestrian, and/or bicyclist collisions. The Consultants will determine existing intersection levels of service using the collected traffic volume data, intersection geometric configurations, and signal phasing (to be provided by the Town). The Consultants will conduct weekday AM and PM peak period traffic counts (vehicles, bikes, and pedestrians) for 10 key study intersections and 24-hour counts on 20 roadway segments (for informational purposes). We will develop the exact list of locations in cooperation with Town staff. To represent typical conditions, we will collect all data during a typical non-holiday weekday and while local schools are in session. Using transit ridership data from VTA and input from Town staff, we will map key transit trip origins and destinations and used to assess connectivity of transit service. Transit operations will include the peak load factors for bus routes serving Los Gatos. We will map key pedestrian and bicycle origins and destinations to assess the pedestrian and bicycle network completeness. We will identify gaps in the pedestrian and bicycle networks. Biological Resources. The Consultant will summarize sensitive habitats, principal vegetation cover types, and special-status and endangered species. This will include primary source material from the Santa Clara Valley Habitat Plan, supplemented with limited windshield surveys and review of existing biology studies completed for the town. Cultural Resources. The Consultant will summarize historic structures and locations and conduct archeological sensitivity analyses for both prehistoric and historic sites using records maintained at the regional information center and in published research papers. The Consultant will ensure that appropriate individuals are contacted with the surrounding Native American Tribes to ensure sensitive cultural resources are documented appropriately. This section will include areas for the protection of cultural resources consistent with recent State mandates (SB 18). Economics. See Economics, Population, Employment, and Housing description, above. Mintier Harnish -Los Gatos General Plan Update Scope of Work I 5 DocuSign Envelope ID: 24B7A146-528A-48FB-9CC4-26DD6CE71499 Public Facilities, Services, and Infrastructure. The Consultant will summarize infrastructure, resources, services, and facilities related to: water supply and delivery, wastewater collection and disposal, stormwater drainage, solid waste and recycling, energy and telecommunications, law enforcement, fire protection, health care, schools and education, and government services. For each of the topical areas described, the Consultant will identify planned facility improvements and estimate future demands based on projected development compared to available capacity and planned improvements, identifying potential facility and/or service shortfalls. The Consultant will also assess if the General Plan must include information related to recent State mandates that require cities to identify service needs for unincorporated disadvantaged communities (SB 244). Noise. The Consultant will review existing noise data, including recent El Rs and studies, and summarize the existing noise environment in Los Gatos resulting from major roadways and highways, and stationary noise sources and activities. The Consultant will also document existing noise-sensitive areas and sites. The Consultant will also summarize current information on ground vibration. The Consultant will also update existing noise contours based on the data collected during the noise monitoring survey and traffic data developed/ collected. Air Quality. The Consultant will summarize existing air quality conditions within Los Gatos and the nearby vicinity. This will specifically include the location of existing sensitive receptors and emission sources, existing mass emissions, ambient air quality concentration data from the most applicable monitoring station(s), attainment designations, and natural factors that relate to the transport and dispersion of air pollutants. This summary will include applicable Federal, State, and local regulations, as well as thresholds of significance recommended by Bay Area Air Quality Management District (BAAQMD) and rules for which compliance will be required. Safety and Hazards (including Geology). The Consultant will summarize existing natural and manmade hazards. As part of this evaluation, the Consultant will summarize the geological environment and associated hazards. This section will address Seismic Hazard Zones (i.e., Seismic Hazards Mapping Act of 1990 and the Alquist-Priolo Earthquake Fault Zoning Act of 1972) and soil strength properties. The Consultant will describe major creeks, streams, and drainages, and will summarize the latest FEMA floodplain mapping to illustrate potential safety and development constraints. The Consultant will summarize urban and wildland fire risks, fire hazard risk areas, and fire protection resources. The Consultant will also summarize major users and producers of hazardous materials within or adjacent to the Town. Hydrology and Water Quality. The Consultant will summarize sources of groundwater and surface water, water consumption rates, measures used to conserve water, and renewable water facilities and resources. This section will document potential pollution sources, areas susceptible to water quality degradation, and source issues and capacity constraints. Greenhouse Gas Emissions and Climate Change Adaptation. The Consultants will prepare a climate change background report and existing GHG inventory that includes a discussion of climate change and how the General Plan Update should address this issue, including both the reduction of GHG emissions and climate change vulnerability and adaptation. The report will briefly summarize relevant background information regarding these topics and lay out a framework for the General Plan Update to address climate change, including how the General Plan can implement the existing Sustainability Plan (2012) to serve as a "plan for the reduction of GHG emission" to achieve streamlining benefits per Section 15183.5 of the State CEQA Guidelines. 6 I Scope of Work Mintier Harnish -Los Gatos General Plan Update DocuSign Envelope ID: 24B7A146-528A-48FB-9CC4-26DD6CE71499 •GHG Emissions. The Consultants will summarize relevant legislation and guidance regarding preparation of a GHG reduction strategy or climate action plan, including the five-step process of preparing an inventory (updates since the 2012 inventory was conducted) and forecasts (including through 2030 and the General Plan horizon year), setting new GHG targets, and developing updated and/or new GHG reduction measures. The Consultants will also prepare an inventory of recent annual GHG emissions for communitywide activities within Los Gatos, building off of the data contained in the 2012 Sustainability Plan, using information provided by the Town, energy utilities, the traffic consultant, and other sources such as Plan Bay Area or other regional planning documents. The Consultants will prepare the inventory in accordance with established GHG inventory protocols that are appropriate for local municipalities (e.g., Local Government Operations Protocol [LGOP] and ICLEI Communitywide Protocol). The inventory will be focused primarily on emissions that are within the Town's jurisdictional control or influence. The inventory will not attempt to quantify emissions that are outside the scope of the effort, such as lifecycle/carbon footprint analysis or changes in carbon sequestration or storage in natural or working lands. The inventory will serve as the reference point from which emissions forecasts and reduction targets can be prepared during later phases of the project. •Climate Change Adaptation. The Consultants will prepare a communitywide, planning-level climate change vulnerability assessment, using tools and methods established by the Governor's Office of Planning and Research (OPR), the California Natural Resources Agency (CNRA), and the California Energy Commission (CEC), including the Cal-Adapt web-based tool, the Adaptation Planning Guide, the 2017 General Plan Guidelines, and other resources. The assessment will examine the adverse effects of climate change relevant to Los Gatos, building on townwide work already completed as part of the Sustainability Plan and existing policies/programs contained in the existing Environment and Sustainability Element. Key issues that will be addressed include extreme heat, changes in precipitation and drought, increased risk of flooding and wildfire, and other impacts. The assessment will help inform SB 379 adaptation measures to be included in the General Plan Policy Document. Healthy Communities. The Healthy Communities chapter will examine public health challenges facing Los Gatos and identify opportunities for improving health and well-being of residents though a variety of land use, transportation, and other built environment strategies. Our analyses will shed light on key public health issues impacted by the built environment including: obesity, chronic diseases, lack of physical activity and unhealthy eating, injuries, asthma, and health disparities. The Consultant will look at the impact of these issues on special populations such as children, youth, and seniors. The Consultant will also identify a set of healthy community indicators that will be used to describe community factors in Los Gatos that support or act as barriers to active and healthy lifestyles. The Consultant will use GIS maps and graphics to present these findings and illustrate the local "place-health" connections. Environmental Justice. Community health, environmental justice, and social equity are emerging as important issues that communities are addressing in general plans. SB 1000 requires jurisdictions that have disadvantaged communities to adopt an environmental justice (EJ) element or incorporate EJ policies into their general plans. Based on a review of CalEnviroscreen 3.0, which is considered the default tool used to identify disadvantaged communities, there are not currently any areas identified that would require special treatment as part of the General Plan Update, but this fact will be documented as part of the Background Report. Mintier Harnish -Los Gatos General Plan Update Scope of Work I 7 DocuSign Envelope ID: 24B7A146-528A-48FB-9CC4-26DD6CE71499 Task B.2 Public Draft Background Report Following review by Town staff, the Consultants will revise the Background Report and provide a Public Draft document for review with the GPAC, the Planning Commission, Town Council, and community (see Tasks H.9and H.11). Task B.3 General Plan Audit Report An initial step in the update of the General Plan will be an assessment {audit) of the current General Plan. This assessment will look at the current plan and revisions and additions needed to address changes in State law, the new 2017 OPR General Plan Guidelines, and contemporary planning practice and content. In addition to meeting current requirements and planning practice, we will also work with Town staff to evaluate the existing General Plan to determine what works, what does not work, and where the plan is not providing adequate or current guidance. This will be done using our proprietary General Plan Evaluation Tool. This Tool provides insights on the existing General Plan clarity; linkages to other plans; progress in achieving desired outcomes; and whether goals, policies, and actions should be carried forward, modified, or removed. The results of this review will be documented in a General Plan Audit Report. Engagement Activities During Task B: ■ Task H.3: Online Existing Conditions Story Map (digital version) ■ Task H.9: GPAC Meeting #2, Review Existing Conditions Report ■Task H.10: Newsletter #2, Existing Conditions and Trends ■Task H.11: Joint Study Session #2, Review Existing Conditions Report Products: ■Administrative Draft Background Report (8 hard copies and digital version) ■Public Draft Background Report (30 hard copies, CD, and digital version) ■General Plan Audit Report {digital version) Task C Identify Issues, Opportunities, and Constraints The objective of this task will be to work with the community on the identification of the issues, opportunities, and constraints that should be addressed as part of the General Plan Update. The items to be addressed will be identified by: ■Items identified by the Town Council for the Update (RFP page 3) ■Findings from the Background Report and technical input from the Consultants ■Input from the community (Community Workshop #2) ■Input from stakeholder interviews •Updated input from the Town Council and Planning Commission 8 I Scope of Work Mintier Harnish -Los Gatos General Plan Update DocuSign Envelope ID: 24B7A146-528A-48FB-9CC4-26DD6CE71499 Task C. l Administrative Draft Issues, Opportunities, and Constraints Summary The Consultants will summarize the key issues, opportunities, and constraints identified based on the findings in the Draft Background Report, input from community workshops, stakeholder interviews, and Joint Town Council/Planning Commission study sessions. Task C.2 Public Draft Issues, Opportunities, and Constraints Summary Following review by Town staff, the Consultants will revise the Administrative Draft and prepare a Public Draft Issues, Opportunities, and Constraints Summary for review with the GPAC, the Planning Commission, Town Council, and community (Tasks H.12, H.13, and H.14). Task C.3 Final Issues, Opportunities, and Constraints Summary Following review by the Town Council and Planning Commission, the Consultants will revise the document and prepare a final Issues, Opportunities, and Constraints Summary. Engagement Activities During Task C: ■Task H.12: Community Workshop #2, Issues, Opportunities, and Constraints Identification •Task H.13: GPAC Meeting #3, Review Issues, Opportunities, and Constraints Report ■Task H.14: Joint Study Session #3, Review Issues, Opportunities, and Constraints Report Products: •Administrative Draft Issues, Opportunities, and Constraints Report (digital version) •Public Draft Issues, Opportunities, and Constraints Report (30 hard copies, digital version) •Final Issues, Opportunities, and Constraints Report (digital version) Task D Development of a General Plan Vision A General Plan vision statement and guiding principles are intended to reflect what community members value most about their community and the shared aspirations of what they envision their community being in the future. The vision statement should be inspirational and set the key values and aspirations for the General Plan's guiding principles, goals, policies, and implementation measures. The guiding principles should provide more specific guidance that provides the fundamental rules or doctrine that the Town will use to guide General Plan goals, policies, and implementation measures. During this task, the Los Gatos Vision Statement and Guiding Principles will be developed to guide the preparation of the General Plan Update. Task D. l Administrative Draft Vision and Guiding Principles The Consultants will prepare the Administrative Draft Vision Statement that represents the ideal future for the community and a set of Guiding Principles that support the Vision and represent the Town's core values. We will base the Vision and Guiding Principles on public input gathered at the stakeholder interviews, community workshops, GPAC meetings, and Town Council/Planning Commission study sessions, as well as input from Town staff. Mintier Harnish -Los Gatos General Plan Update Scope of Work I 9 DocuSign Envelope ID: 24B7A146-528A-48FB-9CC4-26DD6CE71499 Task D.2 Public Draft Vision and Guiding Principles Following review by Town staff, the Consultants will revise the Administrative Draft and prepare a Public Draft Vision and Guiding Principles for review with the GPAC, the Planning Commission, Town Council, and community (Tasks H.15, H.16, and H.17). Task D.3 Final Vision and Guiding Principles Following review by the Town Council and Planning Commission, the Consultants will revise the document and prepare the final Vision and Guiding Principles that the Town will use to guide development of the General Plan Update. Engagement Activities During Task D: ■Task H.15: Community Workshop #3, Vision and Guiding Principles ■Task H.16: GPAC Meeting #4, Review Draft Vision and Guiding Principles ■Task H.17: Joint Study Session #4, Vision and Guiding Principles Products: ■Administrative Draft Vision and Guiding Principles (digital version) ■Public Draft Vision and Guiding Principles (30 hard copies, digital version) ■Final Vision and Guiding Principles (digital version) Task E Development of Alternatives During this task, the Consultants will work with Town staff and the community to prepare, evaluate, and ultimately define a preferred policy and land use alternative that will be the basis of the General Plan Update. This task involves developing alternative scenarios for special planning areas and other key locations in the community and evaluating the implications of each alternative. We will also evaluate each alternative based on responsiveness to the key issues, opportunities, and constraints (from Task C) and the Vision and Guiding Principles developed in Task D. Task E.l Administrative Draft Alternatives Report Based on inputs received from the community as well as ideas from the Consultant team, the Consultants will prepare an Administrative Draft Alternatives Report for review by Town staff and the GPAC. This Report will contain a mix of land use and circulation alternatives as well as key policy alternatives. Based on the RFP, the land use and circulation alternatives may potentially address: land use mix, development options for key sites, approaches to commercial corridors, circulation options, and interactions between land use and transportation systems. The Alternatives Report will include maps and descriptions for land use, circulation, and policy alternatives that cover each of the areas and topics identified earlier. We will group location-specific alternatives into alternative packages that achieve the Vision and Guiding Principles. The assessment conducted will include an evaluation of alternatives in terms of implications for land use and community character, economic development, fiscal health, mobility and connectivity, public facilities and services, and the natural environment. For each policy alternative, the Consultants will identify the issues for which there is clear policy choice and direction, as well as issues where choice and direction is not as clear. We will complete a 10 I Scope of Work Mintier Harnish-Los Gatos General Plan Update DocuSign Envelope ID: 24B7A146-528A-48FB-9CC4-26DD6CE71499 qualitative comparative assessment of the policy implications of each alternative based on clarity and congruence with key issues. The Consultants will prepare an Alternatives Report that clearly communicates the potential implications of each alternative, supporting a more informed choice. We will base the assessment of each alternative choice primarily on a qualitative look at factors that can be used to differentiate the alternatives and their potential impacts on the community relative to achieving the Vision and Guiding Principles. There are two areas where we will provide more quantifiable information: fiscal impacts and the transportation system. The work done at this stage is designed to help the community evaluate the alternatives presented and is not intended to be a full CEQA alternatives analysis (which will be performed as part of a later task). Subtask E.1a Fiscal Impact Analysis The Consultants will prepare an analysis of the fiscal and economic impact of proposed land use changes being considered as part of the General Plan Update. This may be in the form of an alternatives analysis or an analysis of the preferred land use plan, as needed in the overall process. The fiscal analysis will project Town tax revenues and other revenues normally affected by growth in population, jobs, and development. The Consultants will estimate the increases in service capacity needed to support the proposed growth levels or from changes in the land use mix. The fiscal model allows us to evaluate land uses separately to assist in identifying an optimal land use mix from the standpoint of generating sufficient tax base to support Town services. Subtask E.1b Transportation System Alternatives The Consultants will develop trip generation and VMT estimates using our MainStreet tool for each of the land use alternatives. These trip generation and VMT estimates will be used in the selection of the preferred alternative. The Consultants will also provide qualitative assessments of each alternative using criteria developed in concert with Town staff to reflect Los Gatos community values. They may include items such as the availability of transportation services, the potential to increase traffic congestion, and the potential to reduce average VMT. Task E.2 Public Draft Alternatives Report Following review by Town staff, the Consultants will revise the Administrative Draft and prepare a Public Draft Alternatives Report for review with the GPAC, Planning Commission, Town Council, and community (Tasks H.19, H.20, H.21, and H.22). Engagement Activities During Task E: •Task H.18: Newsletter #3: Alternatives •Task H.19: Community Workshop #4, Alternative Choices •Task H.20: GPAC Meeting #5, Review Draft Alternatives Report •Task H.21: Planning Commission Study Session #5, Alternatives Report •Task H.22: Town Council Study Session #5, Alternatives Report Products: •Administrative Draft Alternatives Report (digital version) •Public Draft Alternatives Report (30 hard copies and digital version) Mintier Harnish -Los Gatos General Plan Update Scope of Work I 11 DocuSign Envelope ID: 24B7A146-528A-48FB-9CC4-26DD6CE71499 Task F General Plan Goals and Policy Development Based on the extensive work resulting from the Background Report, technical studies, visioning, and alternatives planning in previous tasks, the Consultants will prepare the draft General Plan. The Consultants will prepare a General Plan document that is attractive, contemporary, and user-friendly, using extensive photos, illustrations, and maps. We are also proposing to include the development of a web-based General Plan at the end of the project. Task F.1 Administrative Draft General Plan For the Update, the Consultants will address all the requirements of State law, such as complete streets, flood risk reduction, and environmental justice, using the 2017 OPR General Plan Guidelines as a guide. The Plan will reflect best practices for addressing contemporary planning issues, such as retail trends, transportation technology, and community health. It is expected that the cross-cutting topics of climate change, sustainability, resiliency, and healthy communities would be themes addressed throughout the Plan, rather than separate, standalone elements; however, we will discuss options with Town staff. The General Plan will include an Introduction and Table of Contents, and at a minimum, will update the content of the elements that make up the current Los Gatos General Plan: •Land Use Element; •Community Design; •Transportation Element (Circulation}; •Vasona Light Rail Element; •Open Space, Parks, and Recreation Element (Open Space}; •Environment and Sustainability Element (Conservation); •Noise Element; •Safety Element; and •Human Services Element. Prior to the start of this task, and considering the results of the General Plan Audit conducted earlier, the Consultants will work with Town staff to determine the outline (framework) for the General Plan Update. To support this, the Consultants will review with Town staff a selection of plan formats that could be used. This could include the combination of existing elements or the addition of new elements to meet current and projected needs. As part of this task, the Consultants will develop policies and programs to reduce GHG emissions as part of an integrated GHG reduction strategy. The current Housing Element will be integrated into the General Plan Update when the final documents are prepared at the end of the project. The Town's current Housing Element will not be updated as part of this project. Implementation Strategy The Consultants will prepare a comprehensive implementation strategy that includes discrete, tangible actions the Town will undertake to implement the goals and policies. The Consultants will also review current implementation ordinances/regulations (e.g., zoning, subdivision, historic preservation, public arts, and other 12 I Scope of Work Mintier Harnish -Los Gatos General Plan Update DocuSign Envelope ID: 24B7A146-528A-48FB-9CC4-26DD6CE71499 implementing ordinances) and include recommendations as a part of the implementation programs for ordinance revisions needed to maintain consistency with the General Plan. As part of the Update, the Consultants will review and develop new objective standards that provide clear direction on application and intent. Task F.2 Administrative Draft Land Use and Circulation Diagrams The Consultants will prepare an updated General Plan (Land Use) Diagram and Circulation Diagram as part of the Administrative Draft General Plan. We will update the Land Use Diagram with any changes made to the designations and locations they apply based on the preferred alternative. For the Circulation Diagram, we could use VMTto develop roadway standards instead of or in addition to LOS standards (as desired). Task F.3 Preliminary Draft General Plan Based on direction from Town staff, the Consultants will revise the Administrative Draft General Plan and prepare a Preliminary Draft General Plan for review and confirmation by the GPAC, Planning Commission, and Town Council. We recommend this review to confirm direction on changes to the General Plan before preparation of the EIR (see Task H.23 and H.24). This approach helps reduce the potential for major changes to the Plan during or after the environmental review process. Task F.4 Public Draft General Plan Based on direction from the Town Council, the Consultants will prepare the Public Draft General Plan for publication and environmental review. Task F.5 General Plan Consultation and Referrals State law requires consultation with a variety of Federal, State, regional, and local agencies whenever a jurisdiction updates or amends its general plan. These statutes are located throughout the Government Code and have varying requirements for when draft and final documents must be submitted and how long agencies have to review and provide comments. We maintain a checklist of agency consultation requirements that we will use to ensure the Town provides the Public Draft General Plan to the appropriate agencies. Engagement Activities During Task F: ■Task H.23: GPAC #6 ■Task H.24: Joint Study Sessions #5, #6, and #7 ■Task H.25: Newsletter #4, Draft General Plan •Task H.26: Community Workshop #5, Draft General Plan Products: •Administrative Draft General Plan (digital version) •Administrative Draft Land Use and Circulation Diagrams (digital version) •Preliminary Draft General Plan (30 hard copies, digital version) •Public Draft General Plan (30 hard copies, CD, digital version) Mintier Harnish -Los Gatos General Plan Update Scope of Work I 13 DocuSign Envelope ID: 24B7A146-528A-48FB-9CC4-26DD6CE71499 Task G Environmental Impact Report Based on review of the RFP and our experience preparing General Plan EIRs, we recommend the preparation of a Program EIR pursuant to State CEQA Guidelines Section 15168. Although the legally-required contents of a Program EIR are technically the same as those of a Project EIR, Program El Rs are by necessity more general and may contain a broader discussion of impacts, alternatives, and mitigation measures than a Project EIR. Use of a Program EIR provides the Town with the opportunity to consider broad policy alternatives and program-wide mitigation measures and greater flexibility to address environmental issues and/or cumulative impacts on a comprehensive basis. Once a Program EIR has been certified, subsequent activities within the program may be evaluated to determine what, if any, additional CEQA documentation needs to be prepared. lf the Program EIR addresses the program's effects as specifically and comprehensively as possible, many subsequent activities could be found to be consistent with the Program EIR mitigation parameters and additional environmental documentation may not be required {CEQA Guidelines Section 15168(c)). In this case, the Program EIR serves a valuable purpose as the first-tier environmental analysis that will assist in streamlining and possibly exempting future projects from CEQA with the idea that the General Plan Program EIR can be used for such exemptions when projects are consistent with the General Plan Update. Task G. l Staff Work Session on Program EIR Preparation The consultants will facilitate a work session with Town staff on preparing the Program EIR and completing the adoption process. The session, often referred to as a CEQA kickoff meeting, will cover the following topics: Evaluating Environmental Impacts •Strategies for CEQA compliance •Coordination of environmental document with general plan preparation •Developing a reasonable range of alternatives •Using new or revised policies as mitigation measures ■GHG gap analysis Completing the Process ■Agency consultation ■Public notice ■Hearings ■Adoption ■Final documents Task G.2 Notice of Preparation The Consultants will work with Town staff to develop a project description and will prepare a draft Notice of Preparation (NOP) for Town staff to review. The NOP is intended to alert other public agencies about the undertaking, and to solicit their input on the scope of the study. The Consultants will submit a final PDF copy of the NOP to Town staff for posting on its website and for distribution to public agencies. It is assumed that the Town will distribute the NOP using the Town's NOP distribution list. The Consultants will review and make suggestions regarding the list. The Consultants will be responsible for filing the NOP with the State Clearinghouse/QPR. 14 I Scope of Work Mintier Harnish -Los Gatos General Plan Update DocuSign Envelope ID: 24B7A146-528A-48FB-9CC4-26DD6CE71499 Task G.3 Scoping Meeting The Consultants will facilitate a public and agency scoping meeting associated with the release of the NOP. The Scoping Meeting will be held during the 30-day NOP period to introduce the community to the EIR process and obtain input on the Program EIR scope of work. It will include a brief presentation, followed by public comment and input from meeting attendees. The Consultants will prepare a summary of all input gathered, which will be included in the Draft Program EIR along with any written public comments received during the NOP comment period. Task G.4 Administrative Draft Program EIR The Consultants will prepare an Administrative Draft Program EIR (ADPEIR) in compliance with CEQA requirements using information gathered as part of the General Plan update effort and comments on the NOP, as well as information from other relevant CEQA documents completed by the Town in recent years. The Consultants will be responsible for development of a legally-adequate and appropriate Program EIR for the General Plan. The Consultants will prepare the ADPEIR based on the project description approved by the Town Council. The description of the environmental and regulatory setting for the General Plan EIR will be based on the Background Reports prepared for the project (see Task B), and information from other relevant CEQA documents completed by the Town in recent years, as well as any information received during the General Plan Update process. Materials will be presented in a user-friendly format. We will introduce each topical section in the environmental analysis with a brief statement of its context in the ADPEIR and the development of the General Plan. This effort may include interpretive information for the reader to better understand how the General Plan affects the environment, as well as the sources of data used in the analysis. The setting for each topical section will describe existing conditions relevant to the topic and provide the groundwork for impact analysis. The number of impacts to be analyzed and the depth of analysis will be determined based on areas of concern identified by the Consultants and Town staff, as well as responses to the NOP. Thresholds used to determine the significance of project impacts will be clearly stated and will include thresholds in the CEQA Guidelines, Appendix G, as well as existing regulatory standards, if applicable. Impacts will be identified, and mitigation measures will be prepared, to reduce significant impacts to a less than-significant level, when feasible. For each potentially significant impact identified in the ADPEIR, the Consultants will identify mitigation measures or policy statements proposed by the Town as part of the General Plan Update to avoid or reduce identified impacts. Mitigation measures will be constructed as policy statements or implementation measures to facilitate incorporation into the General Plan Update. In order to prepare an ADPEIR that meets the needs of the Town and regulatory requirements of the State, the ADPEIR will comprise the following sections: Executive Summary. This section will provide a summary of the entire ADPEIR and include the following: •a discussion of the project objectives; •a brief description of the proposed project; •a summary of the environmental setting for the Planning Area; •a summary of impacts; Mintier Harnish - Los Gatos General Plan Update Scope of Work I 15 DocuSign Envelope ID: 24B7A146-528A-48FB-9CC4-26DD6CE71499 ■a summary of mitigation measures (mitigating policies or programs); ■a discussion of alternatives considered; and ■areas of controversy, and issues remaining to be resolved. Introduction. The ADPEIR will contain an introductory chapter that provides an overview of the project and context, summarizes CEQA requirements and the environmental review process, describes the legal purpose of the ADPEIR, outlines the environmental issues being addressed, and presents the organization of the report. Project Description and Environmental Setting. This section will contain the Town's objectives for the General Plan and a summary of the General Plan components. It will also outline the Planning Area boundaries and summarize existing conditions and new land uses proposed as a part of the project. We will describe the information in a mix of text, tabular, and graphic form (i.e., maps and diagrams). Analysis, Impacts, and Mitigation Measures. The environmental analysis section will include four main components: ■Setting -description of current conditions with respect to the issue in question, including the existing regulatory environment ■Impact analysis -statement of significance thresholds and discussion of potentially significant effects of the proposed project ■Programmatic mitigation measures -methods by which significant effects can be reduced or eliminated, often presented as General Plan policies to be introduced back into the plan ■Level of significance after mitigation -discussion of whether proposed mitigation measures reduce impacts to below the adopted significance threshold We will consider adverse impacts that meet or exceed significance thresholds significant. Additionally, all impacts will be characterized in terms of short-or long-term effects and presented in a logical discussion that the public can understand. We will discuss any inconsistencies with local or regional plans. We will discuss approaches to the impact analysis for the Program EIR with Town staff and will be consistent with the assumptions and methodologies used in recent Town-certified EIRs to the extent possible. In general, the impact analysis will focus on the issues present in the Planning Area and likely to be affected or impacted by the General Plan Update. Some issues, such as agriculture and mineral resources may not require a detailed analysis relative to other issues because they do not occur in Los Gatos or would be unaffected by the project. Issues to be analyzed in a programmatic framework will include: ■Aesthetics ■Agriculture ■Air Quality ■Biological Resources ■Cultural Resources ■Geology and Soils ■Greenhouse Gas Emissions ■Hazards and Hazardous Materials 16 I Scope of Work Mintier Harnish - Los Gatos General Plan Update DocuSign Envelope ID: 24B7A146-528A-48FB-9CC4-26DD6CE71499 •Hydrology and Water Quality•Land Use and Planning•Mineral Resources•Noise•Population and Housing•Public Services•Recreation •Transportation and Traffic •Tribal Resources •Utilities and Service Systems •All the mandatory CEQA sections including energy and growth inducement Greenhouse Gas Emissions Analysis The Consultants will conduct necessary analysis to address CEQA Guidelines Section 15064.4. The Consultants will prepare the GHG section of the ADPEIR addressing the contribution of GHG emissions generated by buildout of the General Plan and their contribution to cumulative impacts related to climate change. Potential impacts and mitigation measures will be coordinated with the recommended targets and GHG emission reduction potential of the updated General Plan's policies and program. Prepare GHG Forecasts and Reduction Targets Based on the GHG emission inventory (conducted in Task 2.2), the Consultants will prepare GHG emissions forecasts (e.g., "business-as-usual") for communitywide sources for two future-year scenarios: 1) without applicable legislative actions; and 2} with reductions associated with implementation of adopted Federal and State legislation (e.g., renewable energy portfolio standards, California Green Building Code standards, vehicle emissions controls, fuel efficiency standards). The Consultants will forecast GHG emissions for 2020 (consistent with AB 32), 2030 (consistent with SB 32), and 2050 (consistent with Executive Order B-S-3-05), along with the GPU buildout year (i.e., 2040}. The Consultants will also calculate GHG reduction targets required to meet the Town's local fair share of the State's 2020 and 2030 GHG reduction goals in AB 32 and SB 32, per guidance from CARB in the 2017 Scoping Plan Update and the 2017 General Plan Guidelines. Quantify GHG Reduction Measures and Perform Gap Analysis The Consultants will quantify the GHG reduction potential of proposed General Plan policies and programs and conduct a "GHG reduction gap analysis" to determine whether the proposed policies and programs in the Draft General Plan can achieve the Town's GHG reduction targets and goals. As part of the GHG quantification process, the Consultants will evaluate and prioritize policies and actions using the following or similar criteria: •Quantified VMT or trip reduction potential; •Quantified energy conservation or fuel savings potential; •Quantified renewable energy generation potential; •Quantified water efficiency and conservation potential; Mintier Harnish -Los Gatos General Plan Update Scope of Work I 17 DocuSign Envelope ID: 24B7A146-528A-48FB-9CC4-26DD6CE71499 ■Quantified solid waste reduction and recycling potential; •Administrative/political responsibility and feasibility, implementation costs, possible funding sources, and public and private sector implementation partners. We will add all information, assumptions, and target indicators used to quantify GHG emissions reductions required to meet the targets into the ADPEIR as a technical appendix, creating a single, master data-set for the GHG reduction analysis. If it is determined during preparation of the ADPEIR that the identified draft policies and program are not enough to achieve the Town's reduction targets and goals, the Consultants will increase participation rates of GHG reduction actions or identify new potential GHG reduction policies and actions to fill the gap. If needed, revised or new policies and implementation programs will be added to the General Plan and/ or recommended as mitigation measures. Transportation Analysis The operations of study intersections and freeway segments on SR 17 and SR 85 will be evaluated with LOS calculations during the AM and PM peak hours for the following traffic study scenarios: •Existing Conditions •Cumulative 2040 without Project ■Cumulative 2040 with Updated General Plan Land Use and Circulation Element The Consultants will use transportation forecasts from the VTA's travel demand model to determine the growth in traffic, including regional traffic growth on SR 17 and SR 85 for a plan year (2040). We will add traffic estimates from Task 3 for the preferred land use to develop traffic forecasts for Scenario 3. We will prepare a LOS table showing operating conditions of all study intersections for each of the study scenarios, along with "Project plus mitigated conditions" (if mitigations required and/or are feasible). We will use the Town of Los Gatos and VTA criteria to identify significant impacts to intersections and freeway segments. Pedestrian, Bicycle, and Transit Analysis The Circulation Element will include improvements to pedestrian, bicycle, and transit facilities and services. If bus rapid transit (BRT) is included in the Circulation Element, we will evaluate its impact at a planning level by comparing person carrying capacities and levels of service at a few selected intersections with and without its implementation. VMT Travel Forecast Model Runs to Support Air Quality and Noise Analyses The Consultants will use the VTA's model to provide input for the air quality and noise analyses. For Air Quality and Greenhouse Gas Emissions Analysis: 1.Average Daily Vehicle Trips associated with existing land uses (2018) in Los Gatos 2.VMT associated with existing land uses in the Los Gatos 3.Average Daily Vehicle Trips associated with 2040 without Project and with Project land uses in Los Gatos (at the planning horizon) 18 I Scope of Work Mintier Harnish -Los Gatos General Plan Update DocuSign Envelope ID: 24B7A146-528A-48FB-9CC4-26DD6CE71499 4.VMT associated with the 2040 without Project and with Project land uses in Los Gatos -GP Plan Year 5.VMT by 1-X, X-1, 1-1 (excluding X-X trips), if available For Noise Analysis: 1.Daily Segment Traffic Volumes for Existing for all segments analyzed 2.Daily Segment Traffic Volumes for 2040 without Project and 2040 GP Plan Year for all segments analyzed 3.Speed limits on the segments for existing and future time frames, if available Alternatives Analysis. We will consider a range of alternatives in the ADPEIR. State CEQA Guidelines require consideration of the "No Project" Alternative. For purposes of this Program EIR, the No Project Alternative would be a continuation of the existing General Plan without any updates or additions. In addition to the "No-Project" Alternative, the Consultants will consider other alternatives (such as alternative land use scenarios) that were developed during the General Plan Update. Evaluation of alternatives will be in less detail than that for the proposed project, though the analysis will provide decision-makers and the public adequate information to decide between alternatives. This section will also identify the "environmentally superior alternative." If the "No Project" Alternative is determined to be environmentally superior, the ADPEIR will identify the environmentally superior alternative among the remaining scenarios. For transportation impacts, the Consultants will analyze up to two project alternatives in a qualitative manner, with a discussion of trip generation and general discussion of potential impact differences compared to the preferred land use plan. Cumulative Impacts. We will evaluate cumulative impacts based on planning documents for the Planning Area. We will also estimate and discuss the contribution of the proposed project to the overall cumulative impacts. Other CEQA Sections. The ADPEIR will provide, in addition to the sections discussed above, all other required CEQA sections, including areas of known controversy, growth inducement effects, energy, and significant unavoidable impacts. Task G.5 Staff Review/Screen Check Draft Program EIR The Consultants will incorporate Town staff input into the ADPEIR and provide Town staff with digital versions of the ADPEIR in both Word and PDF formats. Town staff will conduct one review of the ADPEIR and provide consolidated comments and edits. The Consultants will incorporate appropriate revisions and prepare a Screen Check Draft Program EIR. We will provide the Screen Check version in a digital format. Task G.6 Draft Program El R Once the Town staff approves the Screen Check Draft Program EIR, the Consultants will prepare the Draft EIR for public circulation. The Consultants will prepare and distribute the required copies of the Draft Program EIR to the State Clearinghouse, including all required accompanying forms, such as the Notice of Completion (NOC). The Consultants will also file the Notice of Availability (NOA) of the Draft Project EIR with the Santa Clara County Clerk's office. We assume that Town staff will distribute the NOA of the Draft Program EIR to responsible agencies, and interested agencies, organizations, and persons. We also assume that the Town will be responsible for required newspaper ads and other public noticing of the document's availability, such Mintier Harnish -Los Gatos General Plan Update Scope of Work I 19 DocuSign Envelope ID: 24B7A146-528A-48FB-9CC4-26DD6CE71499 as radius label mailing or onsite posting. As required by State law, the Draft Program EIR will require at least a 45-day public review period. Products: ■Draft and Final Notice of Preparation (digital version and submittal of copies of the NOP with the State Clearinghouse) ■Scoping Meeting Materials ■Administrative Draft Program EIR (2 hard copies and 10 CD copies to the Town) ■Screen Check Draft Program EIR (digital version) ■Draft Program EIR (30 hard copies and 30 CD copies sent to the Town and 30 hard copies of the Executive Summary and 15 CD copies of the Draft Program EIR submitted to the State Clearinghouse, NOA submitted to the County Clerk) Task H Engagement Task A Engagement The following activities will occur in conjunction with the work under Task A. Task H.1 Community Engagement Strategy Based on input from the kick-off meeting (Task A.1), the Consultants will work with Town staff to prepare a comprehensive Community Engagement Strategy that will document the outreach methods to be used throughout the project. The Strategy will describe outreach responsibilities, publicity protocols, and how the engagement will be structured to ensure comprehensive community engagement. The Strategy will be structured to be inclusive of all those who make up the "community," including residents; workers; visitors; businesses; property owners; educational institutions; civic, community, and non-profit organizations; religious, social, cultural and ethnic communities; and public agencies. In addition to being inclusive, our goal is to create meaningful opportunities for involvement throughout the development of the Update. Task H.2 Branding and Project Logo The Consultants will develop a branding package for the General Plan Update. The branding package will include a project logo and style templates that we will use for all work products, the website, and publicity materials to build enthusiasm about the project and ensure that this effort is distinct in the minds of the community. We will provide the Town with up to three options from which to choose. Task H.3 Set Up Online Engagement During this task, we will design and develop a project-specific website for the Los Gatos General Plan Update. In our work on dozens of general plan projects, we have found that having a stand alone project website, with links to and from the Town's website, provides a responsive platform for community engagement while not adding additional work for Town staff. The Consultants will build the website on a modern, user-friendly platform that allows quick and easy updates to the website. In addition to being an important public outreach and information tool, the website will serve as an administrative record of the project. It will include all meeting announcements/materials, draft and final documents, and meeting summaries. The website will also be used to link to on line 20 I Scope of Work Mintier Harnish - Los Gatos General Plan Update DocuSign Envelope ID: 24B7A146-528A-48FB-9CC4-26DD6CE71499 engagement opportunities, including Engagement HQ, developed during the project. This scope of work includes all needed maintenance and updates to the website for the duration of the project. As part of the online outreach, we propose to use the Engagement HQ software tool and online mapping using ESRI ArcGIS Online and ESRI Story Map. For more information, see "Enhanced Community Engagement Tools" inset on page 41. Task H.4 Newsletter # l, General Plan Update Overview The Consultants will prepare a newsletter that describes what a general plan is, how and why it is being updated, the project schedule, and how the public can be involved in the update. The newsletter will be used to promote engagement opportunities. Task H.5 Form the General Plan Advisory Committee (GPAC), GPAC Meeting #1 The Consultants will facilitate the first meeting of the GPAC. We will first present and get consensus on the overall GPAC meeting format, rules, and operating procedures. We will summarize the community engagement strategy and get GPAC input on strategy refinements. We will also ask the GPAC members to identify key issues they feel should be addressed during the General Plan Update. Task H.6 Other GPAC Meetings Six GPAC meetings, associated with specific deliverables are detailed in the Scope of Work. Budget to cover an additional 18 GPAC meetings is included and will be placed as needed. Task H.7 Community Workshop # l, Project Initiation At the beginning of the process, the Consultants will conduct the first community workshop. At the Town Hall, the Consultants will provide an overview of the key steps in the General Plan Update process, the opportunities the community will have for engagement, and changes in State law/regulations and other important issues that will affect the General Plan Update. During this Town Hall, the Consultants will also conduct an exercise to start the identification of issues and opportunities that should be addressed as part of the General Plan Update. Task H.8 Joint Study Session # l, Introduction to the General Plan Update At the beginning of the process, the Consultants will facilitate a Joint Study Session with the Town Council and Planning Commission. Given the significance of the General Plan Update, it will be important for the Council and Commission to meet the Consultants early in the program and to have a clear understanding of what to expect during the process. This meeting will provide a common understanding of the need for and purpose of the General Plan, the key steps in the preparation process, the strategy for community engagement, changes in State law and regulations since the last update, and other important issues affecting the General Plan preparation process. The workshop will also help establish stronger working relationships between the Consultants and Town leaders. Engagement Products During this Task: ■Community Engagement Strategy (digital version) ■Project Logo and Design Theme Alternatives (up to 3 alternative approaches, digital version) ■Project Website and Engagement HQ Site Setup Mintier Harnish -Los Gatos General Plan Update Scope of Work I 21 DocuSign Envelope ID: 24B7A146-528A-48FB-9CC4-26DD6CE71499 •GPAC #1 Meeting Materials and summary minutes (digital version) ■Newsletter #1 (100 hard copies and digital version on website) ■Stakeholder Interview Summary (digital version) ■Joint Study Session #1 Meeting Materials and Summary Report (digital version) Task B Engagement The following activities will occur in conjunction with the work under Task B. Task H.9 GPAC Meeting #2, Review Background Report The Consultants will facilitate Town staff and GPAC review of the GPAC Draft Background Report. Task H.10 Newsletter #2, Existing Conditions and Trends The Consultants will prepare a newsletter summarizing key findings from the Background Report and initial outreach efforts. The newsletter will be used to characterize existing conditions and trends influencing the community and promote the online engagement opportunities. Task H.11 Joint Study Session #2, Review Existing Conditions Report The Consultants will facilitate a joint study session with the Town Council and Planning Commission to present the major findings from the Public Review Draft Background Report. The Consultants will facilitate a discussion with the Council members and Commissioners about the implications of the findings on the future of the community. Engagement Products During this Task: •GPAC Meeting #2 Materials and Summary Report (digital version) •Newsletter #2 (100 hard copies and digital version on website) •Joint Study Session #2 Meeting Materials and Summary Report (digital version) Task C Engagement The following activities will occur in conjunction with the work under Task C. Task H.12 Community Workshop #2, Issues and Opportunities Identification The second community workshop will be a three-part event. During the first part of the event, the Consultants will provide the community with an overview of the information developed for the Background Report. This component will highlight the existing conditions and trends that will influence the future of the community. The second part of the event will involve interactive exercises designed to gain input on the issues and opportunities that the public would like to see addressed in the General Plan Update. From the issues and opportunities discussion, workshop participants will segue to the third part of the workshop, in which the Consultants will work with smaller groups to answer questions such as: What is unique about Los Gatos that is not found anywhere else? We will work with participants to define a list of places they like to take out-of-town visitors, places they consider "public-places" (i.e., places where people gather), and natural or manmade features that make the community unique. 22 I Scope of Work Mintier Harnish -Los Gatos General Plan Update DocuSign Envelope ID: 24B7A146-528A-48FB-9CC4-26DD6CE71499 Task H.13 GPAC Meeting #3, Review Issues and Opportunities Report The Consultants will facilitate Town staff and GPAC review of the Administrative Draft Issues and Opportunities Report. Task H.14 Joint Study Session #3, Review Issues and Opportunities Report The Consultants will facilitate a joint study session with the Town Council and Planning Commission to present the major findings from the Issues and Opportunities Report. The Consultants will facilitate a discussion with the Council members and Commissioners about the implications of the findings for new or revised General Plan policies and programs and solicit input on key issues and opportunities the Update should consider, and other interests and expectations of the Council members and Commissioners. Engagement Products During this Task: •Community Workshop #2 Materials and Summary Report (60 printed, digital versions) •GPAC Meeting #3 Materials and Summary Report (digital version) •Newsletter #2 (100 hard copies and digital version on website) •Joint Study Session #3 Meeting Materials and Summary Report {digital version) Task D Engagement The following activities will occur in conjunction with the work under Task D. Task H.15 Community Workshop #3, Vision and Guiding Principles The third community workshop will include several interactive visioning exercises that encourage community participation and dialogue about the future of Los Gatos. There are several options for how to structure the community workshop (e.g., open house format or small group exercises) and which exercises to conduct. The Consultants will work with Town staff prior to the workshop to identify the format that will work best for the community. Task H.16 GPAC Meeting #4, Review Draft Vision and Guiding Principles The Consultants will facilitate Town staff and GPAC review of the Draft Vision and Guiding Principles. At this meeting, the Consultants will also review the General Plan Audit Report and confirm content to be updated and new topics to be addressed. Task H.17 Joint Study Session #4, Vision and Guiding Principles The Consultants will facilitate a joint study session with the Town Council and Planning Commission to present the draft Vision Statement and Guiding Principles. The purpose of the study session will be to gain consensus on these items and provide direction to the Consultants that will guide the development of the goals, policies, and implementation measures in the General Plan Update. Engagement Products During this Task: •Community Workshop #3 Materials and Summary Report (60 printed, digital versions) •GPAC Meeting #4 Materials and Summary Report (digital version) •Joint Study Session #4 Meeting Materials and Summary Report {digital version) Mintier Harnish -Los Gatos General Plan Update Scope of Work I 23 DocuSign Envelope ID: 24B7A146-528A-48FB-9CC4-26DD6CE71499 Task E Engagement The following activities will occur in conjunction with the work under Task E. Task H.18 Newsletter #3: Alternatives The Consultants will prepare a newsletter that summarizes the land use and policy alternatives. We will use the newsletter to educate community members on the alternatives process and generate public interest and attendance for the upcoming community workshop. Task H.19 Community Workshop #4, Alternative Choices The Consultants will facilitate the fourth community workshop, which will focus on identifying land use and topical (policy) choices based on previous community inputs. Policy alternatives could address items such as transportation options, healthy community updates, public facility choices, and so forth. The workshop will contain an educational component on the fiscal, transportation, environmental, and other considerations that need to be assessed with any alternatives. The Consultants will take the input received at the community workshop to prepare preliminary land use concepts and relevant topical alternatives for further consideration. Task H.20 GPAC Meeting #5, Review Draft Alternatives Report The Consultants will facilitate Town staff and GPAC review of the Draft Alternatives Report. Task H.21 Planning Commission Meeting The Consultants and Town staff will facilitate a meeting with the Planning Commission to review the Alternatives Report and solicit their feedback and recommendations on a preferred land use alternative and key policy choices presented. Recommendations from the Planning Commission will be presented to the Town Council for consideration and direction. Task H.22 Town Council Meeting The Consultants and Town staff will facilitate a meeting with the Town Council to review the Alternatives Report and recommendations from the Planning Commission. The purpose of this meeting will be to gain Council direction on the preferred alternatives package that will be used to create the Draft General Plan. Engagement Products During this Task: ■Newsletter #3 (100 hard copies and digital version on website) ■Community Workshop #4 Materials and Summary Report (60 printed, digital versions) ■GPAC Meeting #5 Materials and Summary Report (digital version) ■Planning Commission #5 Meeting Materials and Summary Report (digital version) ■Town Council #5 Meeting Materials and Summary Report (digital version) Task F Engagement The following activities will occur in conjunction with the work under Task F. Task H.23 GPAC #6: Draft General Plan The Consultants will facilitate Town staff and GPAC review of the GPAC Draft General Plan 24 I Scope of Work Mintier Harnish -Los Gatos General Plan Update DocuSign Envelope ID: 24B7 A 146-528A-48FB-9CC4-26006CE71499 Task H.24 Joint Study Sessions #5, #6, and #7 The Consultants will conduct up to three joint study sessions with the Town Council and Planning Commission to review and confirm the changes to the General Plan. The Planning Commission will recommend any final revisions or adjustments to the Town Council. The Town Council will then provide direction on any final revisions or adjustments to the General Plan prior to the preparation of the EIR. During one of these study sessions, a presentation on VMT will be included. Task H.25 Newsletter #4, Public Draft General Plan The Consultants will prepare a newsletter summarizing the Public Draft General Plan that provides highlights of the key features and changes in the new General Plan. Task H.26 Community Workshop #5, Draft General Plan Upon release of the Public Draft General Plan, the Consultants will facilitate an open house to present the Plan to the community. The open house could be set up in the format where residents can visit stations or "booths" focused on each element of the Plan. Town staff and Consultants will be stationed at each booth to discuss the elements, answer questions, and gather feedback. The Consultants will promote the public review process and hearings for the General Plan. Engagement Products During this Task: •Joint Study Session Meeting Materials and Summary Reports (digital version) •Newsletter #4 (100 hard copies, digital version) •Community Workshop #5 Materials and Summary Report (60 printed, digital versions) •Community Workshop #5 Display Boards Enhanced Community Engagement Tools Task H.27 Online Engagement While workshops and meetings are essential to an effective planning process, these traditional outreach methods of engagement are not enough to obtain the broad mix of inputs needed to make a plan responsive to the entire community. This is especially true for younger generations who are busy with work, family commitments, and other social engagements. Our approach to public outreach is to supplement community workshops with web-based crowd-sourcing and social media tools to attract and engage the broadest possible audience. As part of the Update program, we will offer a range of online engagement tools that allow participation in the process while at home, work, the coffee shop, or wherever inspiration strikes. Project Website. The website will serve as the hub of project communication and information, including an overview of the project, announcements about upcoming meetings and information on past meetings and events, document library, and contact information. Engagement HQ. In addition to the Project Website as an information portal, we also propose to use Engagement HQ software tools to develop an exciting platform for online public engagement. Engagement HQ allows us to engage with the community through surveys, opinion polls, discussion forums, photo sharing, mapping exercises, and more. It also offers analysis and reporting tools to understand who is participating and easily summarizes community inputs. During the General Plan Update, we will use this tool to poll the community on a range of topics. Mintier Harnish - Los Gatos General Plan Update Scope of Work I 25 DocuSign Envelope ID: 24B7A146-528A-48FB-9CC4-26DD6CE71499 If desired, the Consultants will also train Town staff to administer the site, so it can be maintained beyond the General Plan Update project as an ongoing forum for general civic engagement. We will use Engagement HQ software for active public engagement over a 12-month period during the development of the General Plan, with the site maintained during the public review portions of the project. For more information on Engagement HQ, visit: www.bangthetable.com/engagementhq Online Mapping. To help the community better understand the range of existing and future factors (natural and manmade) that will influence the future of Los Gatos, the Consultants will prepare an online mapping tool (ESRI Story Map). This online Story Map will provide maps of these factors (items such as wildland fire hazards, biological resources, environmental hazards, transportation connectivity) and a short description that will describe the implications of the factor shown on each map. This type of on line map atlas will help support the discussion of issues and opportunities and be a component of the alternatives development. Social Media. As part of the Update process, we will provide content for social media posts that Town staff can publish on the Town of Los Gatos Facebook (https://www.facebook.com/losgatosca/), Twitter ( https ://twitter .com/town lg ?la ng=en), Nextdoor ( https://nextdoor .com/neighborhood/losgatosmain--los gatos--ca/), and other Town social media feeds at key points in the Update process. Task H.28 Ongoing Communication Email Blasts. As part of the Update process, the Consultants will work with the Town to develop project specific email notifications that the Town will distribute using the Town's existing e-notification system. Additional e-mail addresses for interested individuals that are collected by the Consultants at meetings, events, or the Project website will be provided to the Town to add to their current notification lists. Press Releases. Prior to every community workshop, we will prepare and distribute news releases to inform media outlets serving the community about upcoming meetings and ensure accurate coverage that sets realistic expectations for what the General Plan does and does not do. Task H.29 Pop-up Booth for Festivals and Events Booths at Festivals and Events. The Consultants will provide materials for Town staff to set up a "pop-up" booth at up to four sets of festivals and events in Los Gatos. The booth would feature boards and hand-outs that provide an overview of the General Plan Update, information on opportunities to get involved, and depending on which phase of the project we are in, exercises that are similar to the exercises from the most recent community workshop. It is assumed that Town staff will attend and run the booth with support from the Consultants. Materials will be provided relative to the following four major components of the Update: 1) project overview, 2) issues and opportunities exercise, 3) alternatives exercise, and 4) draft General Plan. Town Hall Displays. Like the booths at festivals and events, the Consultants will provide materials for Town staff to display at Town Hall. These displays will provide timely information on the Update process, provide posters on current project developments, and provide some opportunities for interactive displays designed to gain community input. 26 I Scope of Work Mintier Harnish -Los Gatos General Plan Update DocuSign Envelope ID: 24B7A146-528A-48FB-9CC4-26DD6CE71499 Task I Certification of the EIR and Adoption of the General Plan Update Task I. l Response to Comments Within three weeks of receipt of all comment letters on the Draft Program EIR, the Consultants will submit a draft Response to Comments to Town staff for review. The Response to Comments document will include a list of comm enters, comment letters, responses to comments, and any added or revised text of the Draft Program EIR that may be necessary. All responses will include reasoned analysis and, as necessary, will include additional analysis. The final version of the Response to Comments will be incorporated as an appendix to the Final Program EIR. The scope and budget assume a level of effort that would include 100 hours of staff time for this task. This assumes receipt of approximately 15 to 25 comment letters. If the number of comment letters and the effort to prepare responses is greater than anticipated, the Consultants will notify Town staff immediately and discuss options to amend our scope of work and budget as necessary. Following receipt of Town staff comments, the Consultants will finalize the Response to Comments. Task 1.2 Mitigation, Monitoring, and Reporting Program Concurrent with the Response to Comments, the Consultants will prepare a Mitigation Monitoring and Reporting Plan (MMRP), which will be included in the Final Program EIR. The MMRP will be provided in a format designed for use by planners, environmental monitors, or code enforcement officers. Essentially, this plan will take the form of a detailed table that describes: ■Persons/agencies responsible for monitoring compliance with each condition ■Timing when monitoring must occur ■Frequency of monitoring ■Criteria to be used to determine compliance with conditions The final version of the MMRP will be incorporated as an appendix to the Final Program EIR. Task 1.3 Final Program EIR The Consultants will complete the Final Program EIR after the review period has closed and all comments submitted during that period have been received. The Final Program EIR will include corrections to the Draft Program EIR (if warranted), comments received, and responses. The Consultants will prepare a Screen Check Final Program EIR for Town staff review and confirmation followed by a Final Program EIR after incorporating comments from Town staff. The Consultants will produce print and digital copies of the Final Program EIR. Within one day of Final Program EIR certification and project approval, the Consultants will submit the draft Notice of Determination (NOD) to Town staff for delivery to the County Clerk and/or State Clearinghouse. Task 1.4 Planning Commission Hearing The Consultants will attend a public hearing with the Planning Commission to review the Public Draft General Plan and Final Program EIR. The Planning Commission will consider the comments made during the public hearing and make recommendations to the Town Council. Mintier Harnish -Los Gatos General Plan Update Scope of Work I 27 DocuSign Envelope ID: 24B7A146-528A-48FB-9CC4-26DD6CE71499 Task 1.5 Town Council Hearings (2) The Consultants will attend two public hearings with the Town Council to review the Public Draft 2040 General Plan and Final Program EIR. At these hearings, the Town Council will consider the Planning Commission recommendations and the comments made at the Planning Commission public hearing. After the hearings, the Town Council will direct the Consultants to incorporate their recommendations and prepare the Final General Plan and Final Program EIR. Task 1.6 Final General Plan Documents Following public review of the Draft Public General Plan, the Consultants will prepare the Final General Plan for adoption. Task 1.7 Town Council Adoption Hearing The Consultants will attend one hearing with the Town Council for certification of the Final Program EIR and adoption of the Final General Plan. Task 1.8 Web-Based General Plan The Consultants will design the Final General Plan as an interactive web-based General Plan. The web-based plan will not simply be a document that is published online, but will be a dynamic communication tool that provides transparency, accessibility, and efficiency in local government. The web-based plan will be highly graphical and structured and designed to meet the specific needs of the Town. It will be fully searchable, allowing decision-makers and other users to quickly locate relevant information. The online format will allow cross-referenced links to related policies, programs, maps, or background information. Products ■Response to Comments (digital version) ■Mitigation, Monitoring, and Reporting Program (digital version) ■Final Program EIR (30 hard copies and 30 CD copies to the Town) ■Tracking of comments and recommendations (all meetings, digital versions) ■Final General Plan (100 hard copies, 100 CDs, digital version, 2 unbound originals for reproduction) ■Color Land Use Element Exhibits (100 copies, sizes and scales to be determined) ■Compilation CD with all milestone documents, data, and GIS files (3 CDs) ■Web-based General Plan 28 I Scope of Work Mintier Harnish -Los Gatos General Plan Update DocuSign Envelope ID: 24B7 A 146-528A-48FB-9CC4-26006CE71499 Town of Los Gatos General Plan Update I Project Schedule mintierb,e!'.!)lsb . Task A. Project Initiation Task B: Prepare Background Report Task C: Identify Community Issues, Opportunities, and Constraints Task D: Development of General Plan Vision TaskE: Development of Alternatives Task F: General Plan Goals and I Policy Development Task G: Environmental Impact Report Task H: Community Outreach and Engagement Task I: Certification of EIR and Adoption of the General Plan .. +, :::, -, end C1ly Tour G•SOJa/ ' Basemap Admm l!U J Drah 0.. g t � z 2018 I I I I � Gen6f'al Plan P._ I Au<lnrpo<1 - liiJPub:< Oraff I Ora, :::, ..... lil I Pub!� IDraft !' Draft I ,+· �PAC I ,., !PAC I • Meeting #5 I Me,e,1tn9 �a I PCt.'eJ1,ng..._l..._ rcJeeung I • 1 ._ Is� I on Alternatives m m on Allemawes fil m fil Sessioos I I -,-I I I :. 115·�;1 ..,cy Workshop I I I I I I 115 INe'ws1etlcr#4 i I i I i i I I "" :::, 2019 Exhibit A-2 ¼ I 2020 ::, ..... 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II " " .. ... $0 $0 ,..,,... $36,780 $0 $0 ,..._,.. $0 $0 $0 $0 $0 $0 $0 $0 so $0 SJ1,,,o $530 $Jl,JJO .. ..... $J5,l75 suo, $0 $0 $0 $ZS,Jfl $0 so so $40.495 $5,640 $0 $4<,US $0 $0 $0 so $0 $0 $0 $0 $0 $0 so so so $0 so so $1,410 SJ,'81) so so so ,...,.. so so $0 $1,0JO $1,J9S $1..HS $0 $0 $0 $HO.ffS SU,000 $W- May 29,2018 DocuSign Envelope ID: 24B7A146-528A-48FB-9CC4-26DD6CE71499 Town of Los Gatos General Plan Update Budget 1'"" Mintier Harnish Acphed Ot-.-c'IOpmMI E,ol'!om,c\ /ADE) !tVE.NS!tON Cl-!El\l(i '!lc-n1or DAY>OG Senior PHASES/TASKS P,n1der,t Arnx1,>1e A�\cc,;,lt" Prod.icln:in TOTAl I-IOUR!t TOTAL COST Tnk A..2: Auemb}e GIS Data and Pr• are 1-n• Ma THk A.3: hl1ti11 Dall Coll1ctian and COmpllltlon Tast F.5� GtMl1l1 Plan CoJUuluitl«l arid llltfllffllll 60 SWO $34,IOO $150 $13,IOO 14 $15 $1,190 0 so so $0 so SC so so $0 $0 SC SC so so $0 so $0 $0 SL® $1,600 $1.,600 $1,600 so $0 so $0 $0 $0 SS.010 59.0ISO 1.310 DocuSign Envelope ID: 24B7A146-528A-48FB-9CC4-26DD6CE71499 MINTl-1 OP ID: CC ACORD-CERTIFICATE OF LIABILITY INSURANCE I 04/218i20201 � -THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY ANO CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER($), AUTHORIZED REPRESENTATIVE OR PRODUCER, AND THE CERTIFICATE HOLDER. IMPORTANT: If the certificate holder is an ADDITIONAL INSURED, the policy(ies) must be endorsed. If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy, certain pollcles may require an endorsement. A statement on this certificate does not confer rights to the certificate holder In lieu of such endorsement(s). PRODUCER CONTACT NAME: Point West Insurance Assoc. PHONE I FAX 1455 Response Road #240 ,._,,, No Exll: fA/C Nol: Sacramento, CA 95815 E-MAIL ADDRESS: M Stuart Nelson INSURER($) AFF ORDING COVERAGE NAIC# INSURER A: Hartford Casualty Company 29424 INSURED Mintier Hamish LP INSURER B: Hartford Fire Insurance Co 19682 dba:Mintier Harnish IHH: 20.218 INSURERC: 1415 20th Street Sacramento, CA 95814 INSURER D: INSURERE: INSURERF: COVERAGES CERTIFICATE NUMBER: REVISION NUMBER: THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. INSR TYPE OF INSURANCE ADIJL I�:',_:' POLICYEFF POUCYEXP LIMITS LTR ,.,�D POUCY NUMBER IMM/DOIYYYYl IMM/DDIYYYYl GENERAL UABILITY EACH OCCURRENCE $ 2,000,000 A X COMMERCIAL GENERAL LIABILITY y 57SBAEF2053 04/24/2020 04/24/2021 PREMISEJ YE��1encel $ 1,000,000 f--D CLAIMS-MADE [Kl OCCURf--MED EXP (Any one person) $ 10,00(] A X Hired/NOwned Auto 57SBAEF2053 f-- 04/24/2020 04/24/2021 PERSONAL & ADV INJURY $ 2,000,000 GENERAL AGGREGATE f--$ 4,000,00 GEN'L AGGREGATE LIMIT APPLIES PER: PRODUCTS -COMP/OP AGG $ 4,000,000 ri7 POLICY n �f,fl,: n LOC H/NO Auto $ 2,000,000 AUTOMOBILE LIABILITY COMBINED SINGLE UMIT /Ea accidentl $ -ANY AUTO BODILY INJURY (Per person) $ -ALL OWNED � SCHEDULED AUTOS AUTOS BODILY INJURY (Per accident) -NON-OWNED PROPERTY DAMAGE HIRED AUTOS AUTOS /PER ACCIDENT\ $ --$ UMBRELLA UAB H OCCUR EACH OCCURRENCE $ -EXCESSUAB CLAIMS-MADE AGGREGATE $ OED I I RETENTION$ $ WORKERS COMPENSATION x I T�gJTfg¥s I IOJ�-AND EMPLOYERS" LIABILITY Y/N 57WECNU9666 04/24/2020 04/24/2021 1,000,000 ANY PROPRIETOR/PARTNER/EXECUTIVE □ E.L EACH ACCIDENT OFFICER/MEMBER EXCLUDED? NIA (Mandatory In NH) E.L. DISEASE. EA EMPLOYEE $ 1,000,000 If yes, describe under E. L. DISEASE • POLICY LIMIT $ 1,000,000 DESCRIPTION OF OPERATIONS below DESCRIPTION OF OPERATIONS/ LOCATIONS/ VEHICLES (Attach ACORD 101, Additional RemArl<s Schedule, If more space Is ,-quired) General Liability Additional Insured and Primary wording included in the SS0008 04/05 endorsement attached. CERTIFICATE HOLDER CANCELLATION SHOULO ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE Town of Los Gatos THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. 110 East Main Street Los Gatos, CA 95030 AUTHORIZED REPRESENTATIVE I 1t4sLEZL_, ACORD 25 (2010/05) © 1988-2010 ACORD CORPORATION. All rights reserved. The ACORD name and logo are registered marks of ACORD J QfWJe.tf@ ��ctr6SCG ,96 V DocuSign Envelope ID: 24B7A146-528A-48FB-9CC4-26DD6CE71499 MINTIER HARNISH LP POLCY 57SBAEF2053 04/24/20 TO 04/24/21 QUICK REFERENCE BUSINESS LIABILITY COVERAGE FORM READ YOUR POLICY CAREFULLY BUSINESS LIABILITY COVERAGE FORM Beginning on Page A.COVERAGES 1 Business Liability 1 Medical Expenses 2 Coverage Extension -Supplementary Payments 2 B.EXCLUSIONS 3 C.WHO IS AN INSURED 10 D.LIABILITY AND MEDICAL EXPENSES LIMITS OF INSURANCE 14 E.LIABILITY AND MEDICAL EXPENSES GENERAL CONDITIONS 15 1.Bankruptcy 2.Duties In The Event Of Occurrence, Offense, Claim Or Suit 3.Financial Responsibility Laws 4.Legal Action Against Us 5.Separation Of Insureds 6.Representations 7.Other Insurance 8.Transfer Of Rights Of Recovery Against Others To Us F.OPTIONAL ADDITIONAL INSURED COVERAGES Additional Insureds G.LIABILITY AND MEDICAL EXPENSES DEFINITIONS Form SS 00 08 04 05 15 15 16 16 16 16 16 17 18 18 20 DocuSign Envelope ID: 24B7A146-528A-48FB-9CC4-26DD6CE71499 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 (BODILYINJURY, PROPERTY DAMAGE, PERSONAL AND ADVERTISING INJURY) Insuring Agreement a. We will pay those sums that the insured becomes legally obligated to pay asdamages because of "bodily injury", "property damage" or "personal andadvertising injury" to which this insuranceapplies. We will have the right and duty to defend the insured against any "suit"seeking those damages. However, we willhave no duty to defend the insured againstany "suit" seeking damages for "bodilyinjury", "property damage" or "personal and advertising injury" to which this insurancedoes not apply. We may, at our discretion, investigate any"occurrence" or offense and settle any claimor "suit" that may result. But: (1)The amount we will pay for damages islimited as described in Section D. - Liability And Medical Expenses LimitsOf Insurance; and (2)Our right and duty to defend ends whenwe 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: Form SS 00 08 04 05 (a)The "bodily injury" or "propertydamage" is caused by an "occurrence" that takes place in the"coverage territory"; (b)The "bodily injury" or "property damage" occurs during the policyperiod; and (c)Prior to the policy period, no insured listed under Paragraph 1. of SectionC.-Who Is An Insured and no "employee" authorized by you to giveor 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 listedinsured or authorized "employee"knew, prior to the policy period, thatthe "bodily injury" or "propertydamage" occurred, then any continuation, change or resumption of such "bodily injury" or "propertydamage" during or after the policyperiod will be deemed to have beenknown prior to the policy period. (2)To "personal and advertising injury" caused by an offense arising out of yourbusiness, but only if the offense was committed in the "coverage territory"during the policy period. c."Bodily injury" or "property damage" will bedeemed to have been known to haveoccurred at the earliest time when anyinsured 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 orany other insurer; Page 1 of 24 © 2005, The Hartford DocuSign Envelope ID: 24B7A146-528A-48FB-9CC4-26DD6CE71499 BUSINESS LIABILITY COVERAGE FORM (2)Receives a written or verbal demand or claim for damages because of the "bodilyinjury" or "property damage"; or (3)Becomes aware by any other means that "bodily injury" or "property damage" hasoccurred or has begun to occur. d.Damages because of "bodily injury" include damages claimed by any person or organization for care, loss of services ordeath resulting at any time from the "bodily injury". e.Incidental Medical Malpractice (1)"Bodily injury" arising out of the rendering of or failure to renderprofessional health care services as a physician, dentist, nurse, emergencymedical technician or paramedic shall be deemed to be caused by an"occurrence", but only if: (a)The physician, dentist, nurse, emergency medical technician orparamedic is employed by you to provide such services; and (b)You are not engaged in thebusiness or occupation of providing such services. (2)For the purpose of determining thelimits of insurance for incidental medical malpractice, any act or omissiontogether with all related acts or omissions in the furnishing of theseservices to any one person will be considered one "occurrence". 2.MEDICAL EXPENSES Insuring Agreement a.We will pay medical expenses as describedbelow for "bodily injury" caused by anaccident: (1)On premises you own or rent; (2)On ways next to premises you own or rent; or (3)Because of your operations; provided that: (1)The accident takes place in the"coverage territory" and during thepolicy period; (2)The expenses are incurred and reported to us within three years of the date ofthe accident; and (3)The injured person submits to Page 2 of 24 examination, at our expense, byphysicians of our choice as often as we reasonably require. b.We will make these payments regardless offault. These payments will not exceed theapplicable limit of insurance. We will payreasonable expenses for: (1)First aid administered at the time of anaccident; (2)Necessary medical, surgical, x-ray and dental services, including prostheticdevices; and (3)Necessary ambulance, hospital, professional nursing and funeral services. 3.COVERAGE EXTENSION -SUPPLEMENTARY PAYMENTS a.We will pay, with respect to any claim or "suit" we investigate or settle, or any "suit"against an insured we defend: (1)All expenses we incur. (2)Up to $1,000 for the cost of bail bonds required because of accidents or traffic law violations arising out of the use ofany vehicle to which Business LiabilityCoverage for "bodily injury" applies. We do not have to furnish these bonds. (3)The cost of appeal bonds or bonds torelease attachments, but only for bond amounts within the applicable limit ofinsurance. We do not have to furnish these bonds. (4)All reasonable expenses incurred by theinsured at our request to assist us in the investigation or defense of the claim or"suit", including actual loss of earnings up to $500 a day because of time offfrom work. (5)All costs taxed against the insured in the "suit". (6)Prejudgment interest awarded againstthe insured on that part of the judgment we pay. If we make an offer to pay theapplicable limit of insurance, we will not pay any prejudgment interest based onthat period of time after the offer. (7)All interest on the full amount of anyjudgment that accrues after entry of thejudgment and before we have paid,offered to pay, or deposited in court thepart of the judgment that is within theapplicable limit of insurance. Any amounts paid under (1) through (7) above will not reduce the limits of insurance. Form SS 00 08 04 05 DocuSign Envelope ID: 24B7A146-528A-48FB-9CC4-26DD6CE71499 b.If we defend an insured against a "suit" and an indemnitee of the insured is alsonamed as a party to the "suit", we will defend that indemnitee if all of thefollowing conditions are met: (1)The "suit" against the indemniteeseeks damages for which the insuredhas assumed the liability of the indemnitee in a contract or agreementthat is an "insured contract"; (2)This insurance applies to such liability assumed by the insured; (3)The obligation to defend, or the cost ofthe defense of, that indemnitee, has also been assumed by the insured inthe 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 interestsof the insured and the interest of theindemnitee; (5)The indemnitee and the insured ask us to conduct and control the defenseof that indemnitee against such "suit"and agree that we can assign the same counsel to defend the insuredand the indemnitee; and (6)The indemnitee: (a)Agrees in writing to: (i)Cooperate with us in the investigation, settlement ordefense of the "suit"; (ii)Immediately send us copies of any demands, notices,summonses or legal papers received in connection withthe "suit"; (iii)Notify any other insurer whose coverage is available to theindemnitee; and (iv)Cooperate with us withrespect to coordinating other applicable insurance availableto the indemnitee; and (b)Provides us with written authorization to: (i)Obtain records and otherinformation related to the "suit"; and (ii)Conduct and control thedefense of the indemnitee insuch "suit". Form SS 00 08 04 05 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 1.b.(b) of Section B. -Exclusions, such payments will not be deemed to be damages for "bodily injury" and "property damage" and will not reduce the Limits of Insurance. Our obligation to defend an insured's indemnitee and to pay for attorneys' fees and necessary litigation expenses as Supplementary Payments ends when: (1)We have used up the applicable limitof insurance in the payment of judgments or settlements; or (2)The conditions set forth above, or the terms of the agreement described in Paragraph (6) above, are no longer met. B.EXCLUSIONS 1.Applicable To Business Liability Coverage This insurance does not apply to: a. Expected Or Intended Injury (1)"Bodily injury" or "property damage"expected or intended from the standpoint of the insured. Thisexclusion does not apply to "bodily injury" or "property damage" resultingfrom 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 Page 3 of 24 DocuSign Envelope ID: 24B7A146-528A-48FB-9CC4-26DD6CE71499 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" occurssubsequent to the execution of the contract or agreement. Solely forthe purpose of liability assumed in an "insured contract", reasonableattorneys' fees and necessary litigation expenses incurred by or fora 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 forthe cost of, that party's defense has also been assumed in thesame "insured contract", and (ii)Such attorneys' fees andlitigation expenses are fordefense of that party against a civil or alternative disputeresolution proceeding in which damages to which thisinsurance applies are alleged. c.Liquor Liability "Bodily injury" or "property damage" for which any insured may be held liable byreason of: (1)Causing or contributing to the intoxication of any person; (2)The furnishing of alcoholic beverages toa person under the legal drinking age or under the influence of alcohol; or (3)Any statute, ordinance or regulationrelating to the sale, gift, distribution oruse 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 SimilarLaws Any obligation of the insured under a workers' compensation, disability benefitsor unemployment compensation law or any similar law. e.Employer's Liability "Bodily injury" to: (1)An "employee" of the insured arisingout of and in the course of: (a)Employment by the insured; or Page 4 of 24 (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 aconsequence 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 mustpay 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 orlocation which is or was at any time owned or occupied by, orrented or loaned to any insured. However, this subparagraph doesnot apply to: (i)"Bodily injury" if sustained within a building and caused bysmoke, 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, bythe building's occupants or their guests; (ii)"Bodily injury" or "property damage" for which you may beheld liable, if you are a contractor and the owner orlessee of such premises, site or location has been added to yourpolicy as an additional insured with respect to your ongoingoperations performed for that additional insured at thatpremises, site or location and such premises, site or locationis not and never was owned or occupied by, or rented orloaned to, any insured, other than that additional insured; or Form SS 00 08 04 05 DocuSign Envelope ID: 24B7A146-528A-48FB-9CC4-26DD6CE71499 (iii)"Bodily injury" or "propertydamage" arising out of heat, smoke or fumes from a"hostile fire"; (b)At or from any premises, site or location which is or was at anytime used by or for any insured or others for the handling, storage,disposal, processing or treatment of waste; (c)Which are or were at any timetransported, handled, stored, treated, disposed of, or processedas waste by or for: (i)Any insured; or (ii)Any person or organization for whom you may be legallyresponsible; (d)At or from any premises, site or location on which any insured orany contractors or subcontractors working directly or indirectly onany insured's behalf are performing operations if the"pollutants" are brought on or to the premises, site or location inconnection with such operations by such insured, contractor orsubcontractor. However, this subparagraph does not apply to: (i)"Bodily injury" or "propertydamage" arising out of the escape of fuels, lubricants orother operating fluids which areneeded to perform the normal Form SS 00 08 04 05 electrical, hydraulic or mechanical functions necessary for the operation of "mobile equipment" or its parts, if such fuels, lubricants or other operating fluids escape from a vehicle part designed to hold, store or receive them. This exception does not apply if the "bodily injury" or "property damage" arises out of the intentional discharge, dispersal or release of the fuels, lubricants or other operating fluids, or if such fuels, lubricants or other operating fluids are brought on or to the premises, site or location with the intent that they be discharged, dispersed or BUSINESS LIABILITY COVERAGE FORM released as part of the operations being performed by such insured, contractor or subcontractor; (ii)"Bodily injury" or "propertydamage" sustained within a building and caused by the release of gases, fumes or vapors from materials brought into that building in connectionwith operations being performedby you or on your behalf by acontractor or subcontractor; or (iii)"Bodily injury" or "property damage" arising out of heat,smoke or fumes from a "hostile fire"; or (e)At or from any premises, site or location on which any insured or any contractors or subcontractorsworking directly or indirectly on any insured's behalf are performingoperations if the operations are to test for, monitor, clean up, remove,contain, treat, detoxify or neutralize, or in any way respond to, or assessthe effects of, "pollutants". (2)Any loss, cost or expense arising out of any: (a)Request, demand, order or statutoryor regulatory requirement that any insured or others test for, monitor, clean up, remove, contain, treat,detoxify or neutralize, or in any way respond to, or assess the effects of, "pollutants"; or (b)Claim or suit by or on behalf of agovernmental authority fordamages because of testing for, monitoring, cleaning up, removing,containing, treating, detoxifying or neutralizing, or in any wayresponding to, or assessing the effects of, "pollutants". However, this paragraph does not apply to liability for damages because of "property damage" that the insured would have in the absence of such request, demand, order or statutory or regulatory requirement, or such claim or "suit" by or on behalf of a governmental authority. Page 5 of 24 DocuSign Envelope ID: 24B7A146-528A-48FB-9CC4-26DD6CE71499 BUSINESS LIABILITY COVERAGE FORM g.Aircraft, Auto Or Watercraft "Bodily injury" or "property damage" arisingout 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 includesoperation 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 personsfor a charge; (3)Parking an "auto" on, or on the waysnext to, premises you own or rent, provided the "auto" is not owned by orrented 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 anyinsured and is hired, chartered or loaned with a paid crew. However, thisexception does not apply if the insured has any other insurance for such "bodilyinjury" or "property damage", whetherthe 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 orrented or loaned to any insured; or Page 6 of 24 (2)The use of "mobile equipment" in, orwhile in practice or preparation for, a prearranged racing, speed ordemolition contest or in any stunting activity. i.War "Bodily injury", "property damage" or"personal and advertising injury", howevercaused, 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 orexpected attack, by any government, sovereign or other authority usingmilitary personnel or other agents; or (3)Insurrection, rebellion, revolution, usurped power, or action taken bygovernmental 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 renderany 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, shopdrawings, 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 orinstruction for the purpose of appearance or skin enhancement, hairremoval or replacement or personal grooming; (7)Optical or hearing aid servicesincluding the prescribing, preparation, fitting, demonstration or distribution ofophthalmic lenses and similar products or hearing aid devices; Form SS 00 08 04 05 DocuSign Envelope ID: 24B7A146-528A-48FB-9CC4-26DD6CE71499 (8)Optometry or optometric services including but not limited to examinationof the eyes and the prescribing,preparation, fitting,demonstration ordistribution of ophthalmic lenses andsimilar products; (9)Any: (a)Body piercing (not including earpiercing); (b)Tattooing, including but not limitedto 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 orprogramming services, including website 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 expensesincurred by you, or any other person, organization or entity, for repair,replacement, enhancement, restoration or maintenance of suchproperty for any reason, including prevention of injury to a person ordamage to another's property; (2)Premises you sell, give away or abandon, if the "property damage" arisesout of any part of those premises; (3)Property loaned to you; (4)Personal property in the care, custodyor control of the insured; (5)That particular part of real property on which you or any contractors orsubcontractors working directly orindirectly on your behalf are performingoperations, if the "property damage"arises out of those operations; or (6)That particular part of any propertythat must be restored, repaired or replaced because "your work" wasincorrectly performed on it. Form SS 00 08 04 05 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 whichthe 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 physicallyinjured, arising out of: (1)A defect, deficiency, inadequacy ordangerous condition in "your product" or "your work"; or (2)A delay or failure by you or anyoneacting on your behalf to perform a contract or agreement in accordancewith 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. Page 7 of 24 DocuSign Envelope ID: 24B7A146-528A-48FB-9CC4-26DD6CE71499 BUSINESS LIABILITY COVERAGE FORM o.Recall Of Products, Work Or ImpairedProperty Damages claimed for any loss, cost or expense incurred by you or others for theloss of use, withdrawal, recall, inspection, repair, replacement, adjustment, removalor disposal of: (1)"Your product"; (2)"Your work"; or (3)"Impaired property"; if such product, work or property iswithdrawn or recalled from the market or from use by any person or organizationbecause of a known or suspected defect, deficiency, inadequacy or dangerouscondition in it. p.Personal And Advertising Injury "Personal and advertising injury": (1)Arising out of oral, written or electronic publication of material, if done by or atthe direction of the insured with knowledge of its falsity; (2)Arising out of oral, written or electronicpublication of material whose first publication took place before thebeginning of the policy period; (3)Arising out of a criminal act committed by or at the direction of the insured; (4)Arising out of any breach of contract,except an implied contract to use another's "advertising idea" in your"advertisement"; (5)Arising out of the failure of goods, products or services to conform withany statement of quality or performance made in your "advertisement"; (6)Arising out of the wrong description of the price of goods, products or services; (7)Arising out of any violation of any intellectual property rights such as copyright, patent, trademark, tradename, trade secret, service mark orother designation of origin or authenticity. Page 8 of24 However, this exclusion does notapply to infringement, in your "advertisement", of (a)Copyright; (b)Slogan, unless the slogan is alsoa trademark, trade name, service mark or other designation of originor authenticity; or (c)Title of any literary or artistic work; (8)Arising out of an offense committed by an insured whose business is:(a)Advertising,broadcasting, publishing or telecasting; (b)Designing or determining contentof web sites for others; or (c)An Internet search, access, content or service provider. However, this exclusion does not apply to Paragraphs a., b. and c. under the definition of "personal and advertising injury" in Section G. - Liability And Medical Expenses Definitions. For the purposes of this exclusion, placing an "advertisement" for or linking to others on your web site, by itself, is not considered the business of advertising, broadcasting, publishing or telecasting; (9)Arising out of an electronic chat roomor bulletin board the insured hosts, owns, or over which the insuredexercises control; (10)Arising out of the unauthorized use of another's name or product in your e-mailaddress, domain name or metatags, or any other similar tactics to mislead another's potential customers; (11)Arising out of the violation of a person's right of privacy created byany state or federal act. However, this exclusion does not apply to liability for damages that theinsured would have in the absence of such state or federal act; (12)Arising out of: (a)An "advertisement" for others on your web site; (b)Placing a link to a web site ofothers on your web site; (c)Content from a web site of others displayed within a frame or borderon your web site. Content includes information, code, sounds, text,graphics or images; or (d)Computer code, software or programming used to enable: (i)Your web site; or (ii)The presentation or functionality of an "advertisement" or other content on your web site; Form 55 00 08 04 05 DocuSign Envelope ID: 24B7A146-528A-48FB-9CC4-26DD6CE71499 (13)Arising out of a violation of any antitrust law; (14)Arising out of the fluctuation in price orvalue of any stocks, bonds or othersecurities; or (15)Arising out of discrimination or humiliation committed by or at thedirection of any "executive officer", director, stockholder, partner ormember of the insured. q.Electronic Data Damages arising out of the loss of, loss of use of, damage to, corruption of, inabilityto access, or inability to manipulate "electronic data". r.Employment-Related Practices "Bodily injury" or "personal and advertisinginjury" 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, humiliationor discrimination directed at that person; or (2)The spouse, child, parent, brother orsister of that person as a consequence of "bodily injury" or"personal and advertising injury" to the person at whom any of theemployment-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 damageswith 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: Form 55 00 08 04 05 BUSINESS LIABILITY COVERAGE FORM (a)May be awarded or incurred byreason of any claim or suit alleging actual or threatened injuryor damage of any nature or kind to persons or property which wouldnot 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 orothers test for, monitor, clean up, remove, encapsulate, contain, treat, detoxify or neutralize or inany way respond to or assess the effects of an "asbestos hazard"; or (c)Arise out of any claim or suit fordamages 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 OtherMethods Of Sending Material Or Information "Bodily injury", "property damage", or"personal and advertising injury" arisingdirectly or indirectly out of any action oromission that violates or is alleged to violate: (1)The Telephone Consumer ProtectionAct (TCPA), including any amendment of or addition to such law; (2)The CAN-SPAM Act of 2003, includingany 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. Page 9 of 24 DocuSign Envelope ID: 24B7A146-528A-48FB-9CC4-26DD6CE71499 BUSINESS LIABILITY COVERAGE FORM 2.Applicable To Medical Expenses Coverage We will not pay expenses for "bodily injury": a.Any Insured To any insured, except "volunteer workers". b.Hired Person To a person hired to do work for or on behalfof any insured or a tenant of any insured. c.Injury On Normally Occupied Premises To a person injured on that part of premises you own or rent that the personnormally occupies. d.Workers' Compensation And SimilarLaws To a person, whether or not an"employee" of any insured, if benefits for the "bodily injury" are payable or must beprovided under a workers' compensation or disability benefits law or a similar law. e.Athletics Activities To a person injured while practicing,instructing or participating in any physical exercises or games, sports or athleticcontests. f.Products-Completed Operations Hazard Included with the "products-completedoperations hazard". g.Business Liability Exclusions Excluded under Business Liability Coverage. C.WHO IS AN INSURED 1.If you are designated in the Declarations as: a.An individual, you and your spouse are insureds, but only with respect to theconduct of a business of which you are the sole owner. b.A partnership or joint venture, you are aninsured. Your members, your partners, andtheir spouses are also insureds, but only withrespect to the conduct of your business. c.A limited liability company, you are an insured. Your members are also insureds,but only with respect to the conduct of your business. Your managers are insureds, butonly with respect to their duties as your managers. d.An organization other than a partnership, joint venture or limited liability company, you are an insured. Your "executive officers" anddirectors are insureds, but only with respect to their duties as your officers or directors.Your stockholders are also insureds, but onlywith respect to their liability as stockholders. Page 10 of 24 e.A trust, you are an insured. Your trustees are also insureds, but only with respect totheir duties as trustees. 2.Each of the following is also an insured: a.Employees And Volunteer Workers Your "volunteer workers" only while performing duties related to the conduct ofyour business, or your "employees", other than either your "executive officers" (if youare an organization other than a partnership, joint venture or limited liabilitycompany) or your managers (if you are a limited liability company), but only for actswithin the scope of their employment by you or while performing duties related tothe conduct of your business. However, none of these "employees" or "volunteer workers" are insureds for: (1)"Bodily injury" or "personal andadvertising injury": (a)To you, to your partners or members (if you are a partnershipor joint venture), to your members (if you are a limited liabilitycompany), or to a co-"employee" while in the course of his or heremployment or performing duties related to the conduct of yourbusiness, or to your other "volunteer workers" whileperforming duties related to the conduct of your business; (b)To the spouse, child, parent,brother or sister of that co "employee" or that "volunteerworker'' as a consequence of Paragraph (1 )(a) above; (c)For which there is any obligationto share damages with or repaysomeone else who must pay damages because of the injurydescribed in Paragraphs (1)(a) or(b)above; or (d)Arising out of his or her providingor failing to provide professional health care services. If you are not in the business of providing professional health care services, Paragraph (d) does not apply to any nurse, emergency medical technician or paramedic employed by you to provide such services. (2)"Property damage" to property: (a)Owned, occupied or used by, Form SS 00 08 04 05 DocuSign Envelope ID: 24B7A146-528A-48FB-9CC4-26DD6CE71499 (b)Rented to, in the care, custody or control of, or over which physical control is being exercised for anypurpose by you, any of your "employees", "volunteer workers",any partner or member (if you are a partnership or joint venture), orany member (if you are a limited liability company). b.Real Estate Manager Any person (other than your "employee" or "volunteer worker"), or any organizationwhile acting as your real estate manager. c.Temporary Custodians Of Your Property Any person or organization having propertemporary custody of your property if you die, but only: (1)With respect to liability arising out of themaintenance or use of that property; and (2)Until your legal representative has been appointed. d.Legal Representative If You Die Your legal representative if you die, butonly with respect to duties as such. That representative will have all your rights andduties under this insurance. e.Unnamed Subsidiary Any subsidiary and subsidiary thereof, ofyours which is a legally incorporated entity of which you own a financial interest ofmore than 50% of the voting stock on the effective date of this Coverage Part. The insurance afforded herein for anysubsidiary not shown in the Declarations as a named insured does not apply toinjury or damage with respect to which aninsured under this insurance is also aninsured under another policy or would be an insured under such policy but for itstermination or upon the exhaustion of its limits of insurance. 3.Newly Acquired Or Formed Organization Any organization you newly acquire or form,other than a partnership, joint venture orlimited liability company, and over which youmaintain financial interest of more than 50% ofthe voting stock, will qualify as a Named Insured if there is no other similar insuranceavailable to that organization. However: a.Coverage under this provision is afforded only until the 180th day after you acquireor form the organization or the end of the policy period, whichever is earlier; and Form SS 00 08 04 05 BUSINESS LIABILITY COVERAGE FORM b.Coverage under this provision does not apply to: (1)"Bodily injury" or "property damage"that occurred; or (2)"Personal and advertising injury" arising out of an offense committed before you acquired or formed the organization. 4.Operator Of Mobile Equipment With respect to "mobile equipment" registered in your name under any motor vehicle registrationlaw, any person is an insured while driving such equipment along a public highway with your permission. Any other person or organization responsible for the conduct of such person is also an insured, but only with respect to liability arising out of the operation of the equipment, and only if no other insurance of any kind is available to that person or organization for this liability.However, no person or organization is an insured with respect to: a."Bodily injury" to a co-"employee" of theperson driving the equipment; or b."Property damage" to property owned by, rented to, in the charge of or occupied by you or the employer of any person who is an insured under this provision. 5.Operator of Nonowned Watercraft With respect to watercraft you do not own thatis less than 51 feet long and is not being used to carry persons for a charge, any person is an insured while operating such watercraft with your permission. Any other person ororganization responsible for the conduct of such person is also an insured, but only with respect to liability arising out of the operation of the watercraft, and only if no otherinsurance of any kind is available to that person or organization for this liability. However, no person or organization is an insured with respect to: a."Bodily injury" to a co-"employee" of the person operating the watercraft; or b. "Property damage" to property owned by, rented to, in the charge of or occupied byyou or the employer of any person who is an insured under this provision. 6.Additional Insureds When Required ByWritten Contract, Written Agreement OrPermit The person(s) or organization(s) identified inParagraphs a. through f. below are additional insureds when you have agreed, in a written Page 11 of 24 DocuSign Envelope ID: 24B7A146-528A-48FB-9CC4-26DD6CE71499 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 tobelow as vendor), but only with respect to "bodily injury" or "property damage" arisingout of "your products" which are distributed or sold in the regular course of the vendor'sbusiness 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 vendoris subject to the following additional exclusions: Page 12 of 24 This insurance does not apply to: (a)"Bodily injury" or "property damage" for which the vendor isobligated to pay damages by reason of the assumption ofliability in a contract or agreement. This exclusion does not apply toliability for damages that the vendor would have in the absenceof the contract or agreement; (b)Any express warranty unauthorized by you; (c)Any physical or chemical changein 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 underinstructions from the manufacturer, and then repackaged in theoriginal container; (e)Any failure to make such inspections, adjustments, tests or servicing as the vendor hasagreed to make or normally undertakes to make in the usualcourse of business, in connection with the distribution or sale of theproducts;(f)Demonstration, installation,servicing or repair operations, except such operations performedat the vendor's premises in connection with the sale of theproduct; (g)Products which, after distribution or sale by you, have been labeledor 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 "propertydamage" arising out of the sole negligence of the vendor for itsown acts or omissions or those of its employees or anyone elseacting on its behalf. However, this exclusion does not apply to: (i)The exceptions contained inSubparagraphs (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 usualcourse of business, in connection with the distribution or sale of the products. (2)This insurance does not apply to any insured person or organization fromwhom 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 onlywith respect to their liability for "bodily injury", "property damage" or"personal and advertising injury" caused, in whole or in part, by yourmaintenance, operation or use of equipment leased to you by suchperson or organization. Form SS 00 08 04 05 DocuSign Envelope ID: 24B7A146-528A-48FB-9CC4-26DD6CE71499 (2)With respect to the insurance affordedto these additional insureds, this insurance does not apply to any"occurrence" which takes place after you cease to lease that equipment. c.Lessors Of Land Or Premises (1)Any person or organization from whom you lease land or premises, but only with respect to liability arising outof the ownership, maintenance or use of that part of the land or premisesleased to you. (2)With respect to the insurance afforded to these additional insureds, thisinsurance does not apply to: (a)Any "occurrence" which takes place after you cease to lease thatland or be a tenant in that premises; or (b)Structural alterations, new construction or demolition operations performed by or on behalf of such person or organization. d.Architects, Engineers Or Surveyors (1)Any architect, engineer, or surveyor, but only with respect to liability for "bodily injury", "property damage" or "personaland advertising injury" caused, in whole or in part, by your acts or omissions orthe acts or omissions of those acting on your behalf: (a)In connection with your premises; or (b)In the performance of yourongoing operations performed byyou or on your behalf. (2)With respect to the insurance affordedto 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 professionalservices by or for you, including: (a)The preparing, approving, orfailure 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. Form SS 00 08 04 05 BUSINESS LIABILITY COVERAGE FORM e.Permits Issued By State Or Political Subdivisions (1)Any state or political subdivision, but only with respect to operationsperformed by you or on your behalf for which the state or political subdivisionhas issued a permit. (2)With respect to the insurance afforded to these additional insureds, thisinsurance does not apply to: (a)"Bodily injury", "property damage" or "personal and advertisinginjury" arising out of operations performed for the state ormunicipality; or (b)"Bodily injury" or "property damage" included within the "productscompleted 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 withrespect 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 actingon 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" andincluded within the "products completed operations hazard", butonly if (i)The written contract or written agreement requires you toprovide such coverage to such additional insured; and (ii)This Coverage Part providescoverage for "bodily injury" or "property damage" includedwithin the "products completed operations hazard". (2)With respect to the insurance afforded to these additional insureds, thisinsurance 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 professionalarchitectural, engineering or surveying services, including: Page 13 of 24 DocuSign Envelope ID: 24B7A146-528A-48FB-9CC4-26DD6CE71499 BUSINESS LIABILITY COVERAGE FORM (a)The preparing, approving, orfailure 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 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. 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 mostwe 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" isthe Products-Completed Operations Aggregate Limit shown in the Declarations. b.Damages because of all other "bodilyinjury", "property damage" or "personal and advertising injury", including medicalexpenses, is the General Aggregate Limit shown in the Declarations. This General Aggregate Limit appliesseparately to each of your "locations" owned by or rented to you. "Location" means premises involving thesame or connecting lots, or premises whose connection is interrupted only by astreet, roadway or right-of-way of arailroad. Page 14 of 24 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 alldamages because of all "bodily injury", "property damage" and medical expensesarising 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 anyone 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 forthe sum of all damages because of all "personal and advertising injury" sustained byany one person or organization is the Personal and Advertising Injury Limit shown in theDeclarations. 5.Damage To Premises Rented To You Limit The Damage To Premises Rented To You Limit is the most we will pay under BusinessLiability Coverage for damages because of"property damage" to any one premises, whilerented to you, or in the case of damage by fire, lightning or explosion, while rented to you ortemporarily 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 suchdamage 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 ororganization who is an additional insured under this Coverage Part is the lesser of: a.The limits of insurance specified in awritten contract, written agreement or permit issued by a state or politicalsubdivision; or b.The Limits of Insurance shown in theDeclarations. 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. Form SS 00 08 04 05 DocuSign Envelope ID: 24B7A146-528A-48FB-9CC4-26DD6CE71499 If more than one limit of insurance under this policy and any endorsements attached thereto applies to any claim or "suit", the most we will pay under this policy and the endorsements is the single highest limit of liability of all coverages applicable to such claim or "suit". However, this paragraph does not apply to the Medical Expenses limit set forth in Paragraph 3. above. The Limits of Insurance of this Coverage Part apply separately to each consecutive annual period and to any remaining period of less than 12 months, starting with the beginning of the policy period shown in the Declarations, unless the policy period is extended after issuance for an additional period of less than 12 months. In that case, the additional period will be deemed part of the last preceding period for purposes of determining the Limits of Insurance. E.LIABILITY AND MEDICAL EXPENSES GENERAL CONDITIONS 1.Bankruptcy Bankruptcy or insolvency of the insured or of the insured's estate will not relieve us of ourobligations under this Coverage Part. 2.Duties In The Event Of Occurrence, Offense, Claim Or Su it a.Notice Of Occurrence Or Offense You or any additional insured must see toit that we are notified as soon as practicable of an "occurrence" or anoffense which may result in a claim. To the extent possible, notice should include: (1)How, when and where the "occurrence"or offense took place; (2)The names and addresses of anyinjured persons and witnesses; and (3)The nature and location of any injury or damage ansmg out of the"occurrence" or offense. b.Notice Of Claim If a claim is made or "suit" is brought against any insured, you or any additionalinsured must: (1)Immediately record the specifics of the claim or "suit" and the date received;and (2)Notify us as soon as practicable. You or any additional insured must see to it that we receive a written notice of the claim or "suit" as soon as practicable. c.Assistance And Cooperation Of TheInsured You and any other involved insured must: Form SS 00 08 04 05 BUSINESS LIABILITY COVERAGE FORM (1)Immediately send us copies of any demands, notices, summonses orlegal papers received in connection with the claim or "suit"; (2)Authorize us to obtain records andother information; (3)Cooperate with us in the investigation, settlement of the claim or defenseagainst the "suit"; and (4)Assist us, upon our request, in the enforcement of any right against anyperson or organization that may be liable to the insured because of injuryor damage to which this insurance may also apply. d.Obligations At The lnsured's Own Cost No insured will, except at that insured's own cost, voluntarily make a payment, assume any obligation, or incur any expense, other than for first aid, without our consent. e.Additional lnsured's Other Insurance If we cover a claim or "suit" under thisCoverage Part that may also be covered by other insurance available to anadditional insured, such additional insured must submit such claim or "suit" to theother insurer for defense and indemnity. However, this provision does not apply to the extent that you have agreed in awritten contract, written agreement or permit that this insurance is primary andnon-contributory with the additional insured's own insurance. f.Knowledge Of An Occurrence, Offense, Claim Or Suit Paragraphs a. and b. apply to you or toany additional insured only when such "occurrence", offense, claim or "suit" is known to: (1)You or any additional insured that is an individual; (2)Any partner, if you or an additionalinsured is a partnership; (3)Any manager, if you or an additional insured is a limited liability company; (4)Any "executive officer'' or insurance manager, if you or an additional insured is a corporation; (5)Any trustee, if you or an additional insured is a trust; or (6)Any elected or appointed official, if youor an additional insured is a politicalsubdivision or public entity. Page 15 of 24 DocuSign Envelope ID: 24B7A146-528A-48FB-9CC4-26DD6CE71499 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 offinancial responsibility for the future under the provisions of any motor vehiclefinancial responsibility law, the insurance provided by the policy for "bodily injury"liability and "property damage" liability will comply with the provisions of the law tothe extent of the coverage and limits of insurance required by that law. b.With respect to "mobile equipment" to which this insurance applies, we willprovide any liability, uninsured motorists, underinsured motorists, no-fault or othercoverage required by any motor vehicle law. We will provide the required limits forthose 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 usinto a "suit" asking for damages from aninsured; or b.To sue us on this Coverage Form unless all of its terms have been fully compliedwith. 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 assignedin this policy to the first Named Insured, this insurance applies: a.As if each Named Insured were the onlyNamed 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 Declarationsare accurate and complete; (2)Those statements are based uponrepresentations you made to us; and Page 16 of 24 (3)We have issued this policy in reliance upon your representations. b.Unintentional Failure To DiscloseHazards If unintentionally you should fail to disclose all hazards relating to the conduct of yourbusiness at the inception date of this Coverage Part, we shall not deny anycoverage under this Coverage Part because of such failure. 7.Other Insurance If other valid and collectible insurance isavailable for a loss we cover under this Coverage Part, our obligations are limited asfollows: a.Primary Insurance This insurance is primary except when b. below applies. If other insurance is alsoprimary, we will share with all that other insurance by the method described in c.below. b.Excesslnsurance 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 orsimilar coverage for "your work"; (2)Premises Rented To You That is fire, lightning or explosion insurance for premises rented to youor temporarily occupied by you withpermission 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 youwith 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 "propertydamage" to borrowed equipment or the use of elevators to the extent notsubject to Exclusion k. of Section A. - Coverages. Form 55 00 08 04 05 DocuSign Envelope ID: 24B7A146-528A-48FB-9CC4-26DD6CE71499 (6)When You Are Added As AnAdditional Insured To Other Insurance That is other insurance available to you covering liability for damagesarising out of the premises or operations, or products and completedoperations, for which you have been added as an additional insured by thatinsurance; or (7)When You Add Others As An Additional Insured To This Insurance That is other insurance available to an additional insured. However, the following provisionsapply to other insurance available to any person or organization who is anadditional insured under this Coverage Part: (a)Primary Insurance When Required By Contract This insurance is primary if you have agreed in a written contract,written agreement or permit that this insurance be primary. If otherinsurance is also primary, we will share with all that other insuranceby the method described in c. below. (b)Primary And Non-Contributory To Other Insurance WhenRequired By Contract If you have agreed in a written contract, written agreement orpermit that this insurance isprimary and non-contributory withthe additional insured's own insurance, this insurance isprimary and we will not seek contribution from that otherinsurance. Paragraphs (a) and (b) do not apply to other insurance to which the additional insured has been added as an additional insured. When this insurance is excess, we will have no duty under this Coverage Part to defend the insured against any "suit" if any other insurer has a duty to defend the insured against that "suit". If no other insurer defends, we will undertake to do so, but we will be entitled to the insured's rights against all those other insurers. Form SS 00 08 04 05 BUSINESS LIABILITY COVERAGE FORM When this insurance is excess over other insurance, we will pay only our share of the amount of the loss, if any, that exceeds the sum of: (1)The total amount that all such otherinsurance would pay for the loss in the absence of this insurance; and (2)The total of all deductible and selfinsured amounts under all that other insurance. We will share the remaining loss, if any, with any other insurance that is not described in this Excess Insurance provision and was not bought specifically to apply in excess of the Limits of Insurance shown in the Declarations of this Coverage Part. c.Method Of Sharing If all the other insurance permits contribution by equal shares, we will followthis method also. Under this approach, each insurer contributes equal amountsuntil it has paid its applicable limit of insurance or none of the loss remains,whichever comes first. If any of the other insurance does not permit contribution by equal shares, we will contribute by limits. Under this method, each insurer's share is based on the ratio of its applicable limit of insurance to the total applicable limits of insurance of all insurers. 8.Transfer Of Rights Of Recovery Against Others To Us a.Transfer Of Rights Of Recovery If the insured has rights to recover all or part of any payment, includingSupplementary Payments, we have madeunder this Coverage Part, those rights are transferred to us. The insured must donothing after loss to impair them. At our request, the insured will bring "suit" ortransfer those rights to us and help us enforce them. This condition does notapply to Medical Expenses Coverage. b.Waiver Of Rights Of Recovery (Waiver Of Subrogation) If the insured has waived any rights ofrecovery against any person or organization for all or part of any payment,including Supplementary Payments, we have made under this Coverage Part, we also waive that right, provided the insured waived their rights of recovery againstsuch person or organization in a contract, agreement or permit that was executedprior to the injury or damage. Page 17 of 24 DocuSign Envelope ID: 24B7A146-528A-48FB-9CC4-26DD6CE71499 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 theseOptional Additional Insured Coverages apply, Paragraph 6. (Additional Insureds When Requiredby Written Contract, Written Agreement or Permit) of Section C., Who Is An Insured, does not applyto the person or organization shown in the Declarations. These coverages are subject to theterms and conditions applicable to Business Liability Coverage in this policy, except asprovided below: 1.Additional Insured -Designated Person Or Organization WHO IS AN INSURED under Section C. isamended to include as an additional insured the person(s) or organization(s) shown in theDeclarations, 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 orthe acts or omissions of those acting on your behalf: a.In the performance of your ongoingoperations; or b.In connection with your premises owned by or rented to you. 2.Additional Insured -Managers Or LessorsOf Premises a.WHO IS AN INSURED under Section C. is amended to include as an additional insuredthe 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 theownership, maintenance or use of that part of the premises leased to you and shown in theDeclarations. b.With respect to the insurance afforded tothese additional insureds, the followingadditional exclusions apply: This insurance does not apply to: (1)Any "occurrence" which takes placeafter you cease to be a tenant in that premises; or (2)Structural alterations, new Page 18 of 24 construction or demolition operations performed by or on behalf of suchperson or organization. 3.Additional Insured -Grantor Of Franchise WHO IS AN INSURED under Section C. isamended to include as an additional insured the person(s) or organization(s) shown in theDeclarations as an Additional Insured - Grantor Of Franchise, but only with respect totheir liability as grantor of franchise to you. 4.Additional Insured -Lessor Of Leased Equipment a.WHO IS AN INSURED under Section C. isamended 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 "bodilyinjury", "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 suchperson(s) or organization(s). b.With respect to the insurance afforded to these additional insureds, this insurancedoes not apply to any "occurrence" which takes place after you cease to lease thatequipment. 5.Additional Insured -Owners Or OtherInterests From Whom Land Has Been Leased a.WHO IS AN INSURED under Section C. isamended to include as an additional insured the person(s) or organization(s)shown in the Declarations as an Additional Insured -Owners Or Other Interests FromWhom Land Has Been Leased, but only with respect to liability arising out of theownership, maintenance or use of that part of the land leased to you and shown in theDeclarations. b.With respect to the insurance afforded to these additional insureds, the followingadditional 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 suchperson or organization. 6.Additional Insured -State Or PoliticalSubdivision -Permits a.WHO IS AN INSURED under Section C. is amended to include as an additionalinsured the state or political subdivision shown in the Declarations as an Additional Form SS 00 08 04 05 DocuSign Envelope ID: 24B7A146-528A-48FB-9CC4-26DD6CE71499 Insured -State Or Political Subdivision -Permits, but only with respect to operations performed by you or on your behalf for which the state or political subdivision has issued a permit. b.With respect to the insurance afforded tothese additional insureds, the following additional exclusions apply: This insurance does not apply to: (1)"Bodily injury", "property damage" or"personal and advertising injury" arising out of operations performed forthe state or municipality; or (2)"Bodily injury" or "property damage" included in the "product-completedoperations" hazard. 7.Additional Insured -Vendors a.WHO IS AN INSURED under Section C. is amended to include as an additionalinsured the person(s) or organization(s) (referred to below as vendor) shown in theDeclarations as an Additional Insured - Vendor, but only with respect to "bodilyinjury" or "property damage" arising out of "your products" which are distributed orsold in the regular course of the vendor's business and only if this Coverage Partprovides coverage for "bodily injury" or "property damage" included within the"products-completed operations hazard". b.The insurance afforded to the vendor is subject to the following additional exclusions: (1)This insurance does not apply to: (a)"Bodily injury" or "propertydamage" for which the vendor is obligated to pay damages byreason of the assumption of liability in a contract or agreement.This exclusion does not apply to liability for damages that thevendor would have in the absenceof the contract or agreement; (b)Any express warranty unauthorized by you; (c)Any physical or chemical change in the product made intentionallyby the vendor; (d)Repackaging, unless unpackedsolely for the purpose of inspection, demonstration, testing, or thesubstitution of parts under instructions from the manufacturer,and then repackaged in the original container; Form SS 00 08 04 05 BUSINESS LIABILITY COVERAGE FORM (e)Any failure to make such inspections, adjustments, tests orservicing 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 performedat the vendor's premises in connection with the sale of theproduct; (g)Products which, after distribution or sale by you, have been labeledor relabeled or used as a container, part or ingredient of anyother thing or substance by or for the vendor; or (h)"Bodily injury" or "propertydamage" arising out of the sole negligence of the vendor for itsown acts or omissions or those of its employees or anyone elseacting on its behalf. However, this exclusion does not apply to: (i)The exceptions contained inSubparagraphs (d) or (f); or (ii)Such inspections, adjustments, tests or servicingas the vendor has agreed to make or normally undertakesto make in the usual course of business, in connection withthe distribution or sale of the products. (2)This insurance does not apply to anyinsured person or organization from whom you have acquired suchproducts, or any ingredient, part or container, entering into,accompanying or containing such products. 8.Additional Insured -Controlling Interest WHO IS AN INSURED under Section C. isamended to include as an additional insuredthe person(s) or organization(s) shown in the Declarations as an Additional Insured -Controlling Interest, but only with respect to their liability arising out of: a.Their financial control of you; or b.Premises they own, maintain or controlwhile you lease or occupy these premises. Page 19 of 24 DocuSign Envelope ID: 24B7A146-528A-48FB-9CC4-26DD6CE71499 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 OrContractors -Scheduled Person Or Organization a.WHO IS AN INSURED under Section C. isamended 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 "bodilyinjury", "property damage" or "personal and advertising injury" caused, in whole orin part, by your acts or omissions or the acts or omissions of those acting on yourbehalf: (1)In the performance of your ongoing operations for the additionalinsured(s); or (2)In connection with "your work" performed for that additional insuredand included within the "products completed operations hazard", butonly if this Coverage Part provides coverage for "bodily injury" or"property damage" included within the "products-completed operationshazard". b.With respect to the insurance afforded to these additional insureds, this insurancedoes not apply to "bodily injury", "propertydamage" or "personal an advertising injury" arising out of the rendering of, or the failure to render, any professionalarchitectural, engineering or surveyingservices, including: (1)The preparing, approving, or failure to prepare or approve, maps, shopdrawings, opinions, reports, surveys, field orders, change orders, designs ordrawings 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. isamended to include as an additional insured the person(s) or Organization(s) shown in theDeclarations as an Additional Insured -Co Owner Of Insured Premises, but only withrespect to their liability as co-owner of the premises shown in the Declarations. Page 20 of 24 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 publicdissemination 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 orservices for the purposes of inducing the sale of goods, products or services; or c.Any other publication that is givenwidespread 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 allegedproperties of asbestos and includes the mere presence of asbestos in any form. 4."Auto" means a land motor vehicle, trailer orsemi-trailer designed for travel on public roads, including any attached machinery orequipment. 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: Form SS 00 08 04 05 DocuSign Envelope ID: 24B7A146-528A-48FB-9CC4-26DD6CE71499 a.The United States of America (including itsterritories and possessions), Puerto Rico and Canada; b.International waters or airspace, but only ifthe injury or damage occurs in the course of travel or transportation between anyplaces included in a. above; c.All other parts of the world if the injury or damage arises out of: (1)Goods or products made or sold by youin the territory described in a. above; (2)The activities of a person whose home is in the territory described in a.above, but is away for a short time on your business; or (3)"Personal and advertising injury"offenses that take place through the Internet or similar electronic means ofcommunication provided the insured's responsibility to pay damages is determined in the United States of America (including its territories and possessions), Puerto Rico or Canada, in a "suit" on the merits according to the substantive law in such territory, or in a settlement we agree to. 7."Electronic data" means information, facts or programs: a.Stored as or on; b.Created or used on; or c.Transmitted to or from computer software, including systems and applications software, hard or floppy disks, CD-ROMS, tapes, drives, cells, data processing devices or any other media which are used with electronically controlled equipment. 8."Employee" includes a "leased worker". "Employee" does not include a "temporaryworker". 9."Executive officer'' means a person holding any of the officer positions created by yourcharter, constitution, by-laws or any other similar governing document. 10."Hostile fire" means one which becomes uncontrollable or breaks out from where it wasintended to be. 11."Impaired property" means tangible property,other than "your product" or "your work", thatcannot be used or is less useful because: a.It incorporates "your product'' or "your work" that is known or thought to be defective,deficient, inadequate or dangerous; or Form SS 00 08 04 05 BUSINESS LIABILITY COVERAGE FORM b.You have failed to fulfill the terms of acontract or agreement; if such property can be restored to use by: a.The repair, replacement, adjustment or removal of "your product" or "your work";or b.Your fulfilling the terms of the contract or agreement. 12."Insured contract" means: a.A contract for a lease of premises.However, that portion of the contract for a lease of premises that indemnifies anyperson or organization for damage by fire, lightning or explosion to premises whilerented to you or temporarily occupied by you with permission of the owner issubject to the Damage To Premises Rented To You limit described in SectionD.-Liability and Medical Expenses Limits of Insurance. b.A sidetrack agreement; c.Any easement or license agreement,including an easement or license agreement in connection with constructionor demolition operations on or within 50 feet of a railroad; d.Any obligation, as required by ordinance,to indemnify a municipality, except in connection with work for a municipality; e.An elevator maintenance agreement; or f.That part of any other contract oragreement pertaining to your business (including an indemnification of amunicipality in connection with work performed for a municipality) under whichyou assume the tort liability of anotherparty to pay for "bodily injury" or "propertydamage" to a third person or organization, provided the "bodily injury" or "propertydamage" is caused, in whole or in part, byyou or by those acting on your behalf.Tort liability means a liability that would beimposed by law in the absence of any contract or agreement. Paragraph f. includes that part of anycontract or agreement that indemnifies a railroad for "bodily injury" or "propertydamage" arising out of construction or demolition operations within 50 feet of anyrailroad property and affecting any railroad bridge or trestle, tracks, road-beds, tunnel,underpass or crossing. However, Paragraph f. does not include that part of any contract or agreement: Page 21 of 24 DocuSign Envelope ID: 24B7A146-528A-48FB-9CC4-26DD6CE71499 BUSINESS LIABILITY COVERAGE FORM (1)That indemnifies an architect, engineer or surveyor for injury or damage arising out of: (a)Preparing, approving or failing toprepare or approve maps, shopdrawings, opinions, reports, surveys, field orders, changeorders, 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 ordamage; or (2)Under which the insured, if anarchitect, engineer or surveyor,assumes liability for an injury ordamage arising out of the insured'srendering or failure to render professional services, including thoselisted in (1) above and supervisory, inspection, architectural orengineering activities. 13."Leased worker" means a person leased to you by a labor leasing firm under anagreement between you and the labor leasing firm, to perform duties related to the conduct ofyour business. "Leased worker" does notinclude a "temporary worker". 14."Loading or unloading" means the handling of property: a.After it is moved from the place where it isaccepted 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 isfinally 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 followingtypes of land vehicles, including any attachedmachinery or equipment: a.Bulldozers, farm machinery, forklifts andother vehicles designed for use principally off public roads; b.Vehicles maintained for use solely on ornext 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: Page 22 of 24 (1)Power cranes, shovels, loaders,diggers or drills; or (2)Road construction or resurfacing equipment such as graders, scrapersor rollers; e.Vehicles not described in a., b., c., or d. above that are not self-propelled and aremaintained primarily to provide mobility to permanently attached equipment of thefollowing 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 orcargo. However, self-propelled vehicles with the following types of permanently attachedequipment are not "mobile equipment" but will be considered "autos": (1)Equipment, of at least 1,000 poundsgross 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 devicesmounted on automobile or truck chassis and used to raise or lowerworkers; 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 substantiallythe 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; Form SS 00 08 04 05 DocuSign Envelope ID: 24B7A146-528A-48FB-9CC4-26DD6CE71499 c.The wrongful eviction from, wrongful entry into, or invasion of the right of privateoccupancy 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 ofmaterial that slanders or libels a person or organization or disparages a person's ororganization's goods, products or services; e.Oral, written or electronic publication of material that violates a person's right ofprivacy; 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 anatural person. 18."Pollutants" means any solid, liquid, gaseous orthermal 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 "propertydamage" occurring away from premisesyou own or rent and arising out of "your product" or "your work" except: (1)Products that are still in your physicalpossession; 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 inyour contract has been completed. (b)When all of the work to be done atthe job site has been completed ifyour contract calls for work atmore than one job site. (c)When that part of the work done at a job site has been put to itsintended use by any person or organization other than anothercontractor or subcontractor working on the same project. Form SS 00 08 04 05 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, unlessthe injury or damage arises out of a condition in or on a vehicle not ownedor operated by you, and that condition was created by the "loading orunloading" of that vehicle by any insured; or (2)The existence of tools, uninstalledequipment 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 bedeemed to occur at the time of the physical injury that caused it; or b.Loss of use of tangible property that is notphysically 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 whichdamages because of "bodily injury", "propertydamage" 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 theinsured must submit or does submit with our consent; or b.Any other alternative dispute resolutionproceeding in which such damages are claimed and to which the insured submitswith 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"; Page 23 of 24 DocuSign Envelope ID: 24B7A146-528A-48FB-9CC4-26DD6CE71499 BUSINESS LIABILITY COVERAGE FORM b.Donates his or her work; c.Acts at the direction of and within thescope of duties determined by you; and d.Is not paid a fee, salary or othercompensation by you or anyone else for their work performed for you. 24."Your product": a.Means: (1)Any goods or products, other than realproperty, manufactured, sold, handled, distributed or disposed of by: (a)You; (b)Others trading under your name; or (c) A person or organization whose business or assets you haveacquired; and (2)Containers (other than vehicles), equipment with such materials, parts or furnished in connection goods or products. b.Includes: (1)Warranties or representations made atany time with respect to the fitness, quality, durability, performance or useof "your product"; and Page 24of24 (2)The providing of or failure to providewarnings or instructions. c.Does not include vending machines or other property rented to or located for theuse of others but not sold. 25."Your work": a.Means: (1)Work or operations performed by you or on your behalf; and (2)Materials, parts or equipmentfurnished in connection with such work or operations. b.Includes: (1)Warranties or representations made atany time with respect to the fitness, quality, durability, performance or useof "your work"; and (2)The providing of or failure to provide warnings or instructions. Form SS 00 08 04 05