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HomeMy WebLinkAboutCD Prepare General Plan 2020 10-Year Review and Housing Element Update1111 11 i 0 0 a I VIM A 1 1 i 1� Department: Community Development Department Prepared by: Paul A. Jensen, Director City Manager Approvx.. SUBJECT: Resolution authorizing the City Manager to execute a Professional Services Agreement with the Metropolitan Planning Group to prepare the San Rafael General Plan 2020 10 -Year Review and Housing Element Update, and for as - needed, long-range planning services; City file no. P13-003 BACKGROUND: In 2004, the City of San Rafael adopted the San Rafael General Plan 2020 (General Plan) and certified 'the accompanying Environmental Impact Report (EIR). Since 2004, the General Plan has been periodically amended. The last major amendment was adopted in 2011, which incorporated the following: 1) a new Sustainability Element to address our Climate Change Action Plan and Qualified Greenhouse Gas Emissions Reduction Strategy; and 2) an updated Housing Element to cover the State -mandated Regional Housing Need Allocation (RHNA). The 2011 Housing Element Update has been certified by the State of California Department of Housing and Community Development State law requires that the Housing Element be updated every 7-8 years. The next cycle (2014-2022 RHNA) requires that our Housing Element be updated, locally -adopted and certified by HCD by the end of 2014. Further, the General Plan anticipates that the City will complete a• five-year review of the General Plan to determine progress and to address any changes or updates. The City is preparing to commence with work on the next 2014-2022 RHNA cycle and completion of a 1 0 -year review of our General Plan. At present, the City of San Rafael Community Development Department does not have a staff position that manages our Long -Range Planning Division., Consequently, staff has been working to hire a consulting firm experienced in long-range/advanced planning and capable of completing the Housing Element update and General Plan 10 -Year review. Following a competitive bid and "request for proposal" process, staff has selected the Metropolitan Planning Group (M -Group) to provide this service. The M -Group has prepared a proposal for services (see attached Exhibit A to Attachment A), which covers the following scope® 1. Preparation and manaqement of the General Plan 10- ear Review. Preparation of working documents, reports and correspondence. Land Use Element Program LU -1a (Five -Year Growth Assessment) prescribes that the City conduct a five-year growth assessment to assess growth, Council Meeting: )C)# Disposition: SAN RAFAEL CITY COUNCIL AGENDA REPORT / Page. 2 the traffic gation list and the traffic mitigation fee. For this 10 -year review, the scope will be limited to the following: a. An update of the General Plan text to eliminate obsolete and/or updated information, (e.g., General Plan references the "San Rafael Redevelopment Agency," which is no longer in existence). b. Incorporate corrections and minor amendments to the Land Use Map. c. Reporting on the status and progress of the implementing programs in the General Plan. d. Reporting on the status and progress of growth since the 2004 adoption. e. Updating the description of the planned transportation improvements list (traffic mitigation list). The work program for this 10 -year review does not include any traffic modeling or analysis oc' traffic capacity, or related changes to the currently -adopted citywide traffic mitigation fee. The Public Works Director has advised that we take a "wait and see" approach to assessing and modeling traffic. Traffic modeling will not be completed until the SMART service is up -and - running (2016) and that there is adequate time for local traffic to adjust to this rail service. 2. Preparation and manaqement of Housing Element U date for the 2014-2022 RHNA . This service shall include preparation and coordination through document certification by HCD. The Housing Element Update shall be prepared consistent with the "Housing Element Update Guidance 71 recently published by the State Department of Housing and Community Development. 3. On-call, long-range planning assistance. In addition to the above -summarized services, the consultant shall provide General Plan and Long -Range Planning assistance and advice to the City on an (ton-calill or "as -needed" basis. This service will include periodic consultation regarding case law, and other State and regional initiatives that impact the General Plan 2020 and related long-range planning requirements. The proposal includes a timeline/schedule to ensure that the work outlined in 1 and 2 above is completed by the end of 2014 (see Exhibit A, page 39 for Schedule). The scope of work calls for combg the General Plan 10 -Year review and Housing Element Update for cost savings and efficiency. The scope of work includes consultant assistance in community outreach and public process. However, it is expected that the Planning Division staff will take the lead on this effort. )II;� As no major changes to the San Rafael General Plan 2020 and Housing Element are envisioned for this project, there is no proposal to reconvene the General Plan Steering Committee or the individual task groups that participated in the preparation of the General Plan 2020. The Planning Commission and the City Council will serve in this capacity. In terms of environmental (CEQA) review that will be required for the General Plan 10 -Year review and Housing Element Update, the consultants recommend a two -phased process. The first phase would involve the preparation of an Initial Study to determine the extent of (if any) impacts associated with the project. The second phase would involve the preparation of an EIR Addendum, which is the same type of environmental document that was prepared for the review and adoption of the last Housing Element update The budget for the consultant services is presented in attached Exhibit A, Section 6 (Fee Schedule). A not -to -exceed amount of $123,231.00 is proposed, which includes the preparation of the necessary environmental documents and a 25% contingency. The 25% contingency ($24,646.00) would provide access to additional funds in the event* 1) there are some unexpected tasks or requirements encountered during the Housing Element process; and 2) on-call, long-range planning assistance is needed. ANALYSIS-. The M -Group was selected for several reasons. First, the cost for services was considerably lower their competitor. Second, the M -Group has an excellent track record in preparing and achieving the Stat certification of Housing Elements. The M -Group staff has a good working relationship with HCD sta Lastly, the M -Group has local experience in this service having recently prepared and achieved Stat certification of Housing Elements for Sausalito, Belvedere and Mill Valley. I MA, FISCAL IMPACT: Sufficient funds have been appropriated in the City's fiscal year 2013-2014 General Plan Implementation Program within the General Fund to support this contract. The program is funded by fees collected as a surcharge on all building permits and its purpose is to fund on-going maintenance and update of the San Rafael General Plan 2020. OPTIONS - The City Council has the following options to consider on this matter: 1. Authorize the City Manager to execute Professional Services Agreement 2. Delay the execution of the Professional Services Agreement and provide direction to staff 3. Deny the execution of the Professional Services Agreement and direct staff to obtain addition proposals for services from consultants I ACTION REQUIRED,: Adopt Resolution ATTACHMENTS Exhibit 1, Resolution with Professional Services Agreement with Attachment 1- Professional Services Agreement Exhibit A- M -Group proposal for services 0 0 RESOLUTION OF THE SAN RAFAEL CITY COUNCIL AUTHORIZING MANAGER 1R O EXECUTE 1 AGREEMENT * O R PROFESSIONAL SERVICES METROPOLITAN PLANNING GROUP TO PREPARE THE SAN RAFAEL GENERAL PLAN 202010 -YEAR REVIEW AND HOUSING ELEMENT UPDATE, AND FOR AS - NEEDED LONG-RANGE PLANNING SERVICES (Term of Agreement: om October 15, 2013 to October for an amount not -to -exceed $123,23 1.00) WHEREAS, the City of . Rafael `d by State law to maintainan adopted . i legally - adequate General Pl «.i`• « , to address i :.` . and growth for community.J the SanRafael General • adopted, which contains. !. i elements along r elements to cover and address local ly-important issues; and hundreds of goals, policies and programs; and WHEREAS, the San Rafael General Plan 2020 includes Land Use Element Program LU- I a (Five -Year Growth Assessment), which prescribes that the City conduct a five-year growth assessme to assess the progress of i and, as ` i`d update policies, ` traffic mitigationand the consistenttraffic mitigation fee. Consistent with the program, the City has initiated a I 0 -year review of the General Plan 2020; and I * General Plan Housing Element mustbe updated Regionalconcurrent with the last updated and certified in 2011 to comply with the 2007-2014 RHNA cycle; and WHEREAS, it is the desire of the City to hire a planning consultant to prepare a I 0 -year review of the San Rafael General Plan 2020, complete an update of the Housing Element to comply with the next 2014-2022 RHNA cycle, and provide long-range planning services on an as -needed basis; and WHEREAS, the Metropolitan Planning Group (M -Group) was selected based on its local experience preparing . • State -certification State-certificationof `neral Plan Housin Elements; and I WHEREAS, the M -Group has prepared a proposal for needed consultant services, which is provided in Exhibit "." of Attachment 1; and completionWHEREAS, the M -Group proposal for services includes a not -to -exceed budget of $ 1.213,23 1. This budget includes the .ry tasks in accordance contingencyand timeline and a planning WHEREAS,sufficient funds have been appropriated Program within the City's General Fund to support this contract. This program is funded by fees collected as • permit fees and its purpose is to fund on-going maintenance 0 0 NOW, THEREFORE., BE IT RESOLVED that the City Council of the City of San Rafael does hereby authorize the City Manager to execute, on behalf of the City of San Rafael, an Agreement for Professional Services with the M -Group. 1. ESTHER C. BEIRNE, Clerk of the City of San Rafael, hereby certify that the foregoing resolution was duly and regularly introduced and adopted at a regular meeting of the City Council of said City held on Monday, the 7th day of October 2013, by the following vote, to wit: AYES 1-. COUNCILMEMBERS: Colin, Connolly, Heller, McCullough & Mayor Phillips ESTHER C. BEIRNE,, City Clerk Attachment 1: Professional Services Agreement with Metropolitan Planning Group with Exhibit A Proposal for Services N 6 1 1 1 I 01kil -rd I i 1 i i iI This Agreement is made and entered into this 7th day of October, 2013, by and between the CITY OF SAN RAFAEL (hereinafter "CITY"), and the Metropolitan Planninor Group (hereinafter L-1 "CONTRACTOR"). Ia' Kjjj FAM M WHEREAS, the City of San Rafael is required by State law to maintain an adopted and legally -adequate General Plan to address long-term planning and growth for community. In 2004, the CITY adopted the San Rafael General Plan 2020, which contains the State -mandatory elements along with additional elements to cover and address locally -important issues; and hundreds of goals, policies and programs; and WHEREAS, the San Rafael General Plan 2020 includes Land Use Element Program LU - 1 a (Five -Year Growth Assessment), which prescribes that the CITY conduct a five-year growth assessment to assess the progress of growth, and, as needed, update policies, the traffic mitigation list and the traffic mitigation fee. Consistent with the program, the CITY has initiated a 10 -year review of the General Plan 2020; and WHEREAS, consistent with State law, the General Plan Housing Element must be updated concurrent with the Regional Housing Need Allocation (RHN ) cycle. The CITY's Housing Element was last updated and certified in 2011 to comply with the 2007-2014 RHNA cycle; and WHEREAS, it is the desire of the CITY to hire a CONTRACTOR to prepare a 10 -year review of the San Rafael General Plan 2020 and to complete an update of the Housing Element to comply with the next 2014-2022 RHNA cycle; and WHEREAS, it is the desire of the CITY to hire a CONTRACTOR to provide long-range planning services and assistance on an as -needed basis; and WHEREAS, the CITY solicited and received service proposals from two planning consultant firms for the desired planning services. The CONTRACTOR was selected based on its local experience in preparing and successfully achieving State -certification of numerous General Plan Housing Elements. 19 1 q I I I '' 1 Poll Version 2-15-11 A. CITY. The City Manager shall be the representative of the CITY for all purposes under this Agreement. Paul Jensen, the CITY Community Development Director is hereby designated the PROJECT MANAGER for the CITY, and said PROJECT MANAGER shall supervise all aspects of the progress and execution of this Agreement. B. CONTRACTOR. CONTRACTOR shall assign a single PROJECT DIRECTOR to have overall responsibility for the progress and execution of this Agreement for CONTRACTOR. Geoff Bradley, Principal of the Metropolitan Planning Group is hereby designated as the PROJECT DIRECTOR for CONTRACTOR. Should circumstances or conditions subsequent to the execution of this Agreement require a substitute PROJECT DIRECTOR for any reason, the CONTRACTOR shall notify the CITY within ten (10) business days of the substitution. 2. DUTIES OF CONTRACTOR. CONTRACTOR shall perform the duties and/or provide services as described and presented in attached Exhibit A, entitled City of San Rafael Proposal to Provide Consulting Services for General Plan 2020 Ten -Year Review Housing Element Update 2014-2022 & General Plan Assistance (August 21, 2013) attached hereto and incorporated herein. 3. DUTIES OF CITY. CITY shall perform the duties and/or provide services as described and presented in attached Exhibit A entitled, City of San Rafael Proposal to Provide Consulting Servicesfor General Plan 2020 Ten -Year Review Housing Element Update 2014-2022 & General Plan Assistance (August 21, 2013) attached hereto and incorporated herein. 4. COMPENSATION. For the full performance of the services described herein by CONTRACTOR, CITY shall pay CONTRACTOR as follows: A. For services associated with preparing the General Plan 2020 10 -year Review an Housing Element Update, an amount not to exceed $123,23 1.00, which is based upon the budg presented in attached Exhibit A, Section 6 (Fee Estimate). This not -to -exceed amount includes 25% contingency. I B. For as -needed, long-range planning services, CITY shall be compensate CONTRACTOR on a time and material basis utilizing the 25% contingency that is incorporated into the authorized, not -to -exceed budget, with such services based on the 2013 rate sheet presented in attached Exhibit A, Section 6 (Fee Estimate). Payment will be made monthly upon receipt by PROJECT MANAGER (or other CI official) of itemized invoices submitted by CONTRACTOR. I I 5. TERM OF AGREEMENJ The term of this Agreement shall be for two (2) years commencing on October 15 and ending on October 15 . Upon mutual agreement of the parties, and subject to the approval of the City Manager, the term of this Agreement can be extended for an additional period of two (2) years. A. Discretionary. Either party may terminate this Agreement without cause upon thirty (30) days written notice mailed or personally delivered to the other party. B. Cause. Either party may terminate this Agreement for cause upon fifteen (15) days written notice mailed or personally delivered to the other party, and the notified party's failure to cure or correct the cause of the termination, to the reasonable satisfaction of the party giving such notice, within such fifteen (15) day time period. C. Effect of Termination. Upon receipt of notice of termination, neither party shall incur additional obligations under any provision of this Agreement without the prior written consent of the other. D. Return of Documents. Upon termination, any and all CITY documents or materials provided to CONTRACTOR and any and all of CONTRACTOR's documents and materials prepared for or relating to the performance of its duties under this Agreement, shall be delivered to CITY as soon as possible, but not later than thirty (30) days after termination. 7. OWNERSHIP OF DOCUMENTS. The written documents and materials prepared by the CONTRACTOR in connection with the performance of its duties under this Agreement, shall be the sole property of CITY. CITY may use said property for any purpose, including projects not contemplated by this Agreement. Upon reasonable notice, CONTRACTOR shall make available to CITY, or its agent, for inspection and audit, all documents and materials maintained by CONTRACTOR in connection with its performance of its duties under this Agreement. CONTRACTOR shall fully cooperate with CITY or its agent in any such audit or inspection. The parties agree that they shall not assign or transfer any interest in this Agreement nor the performance of any of their respective obligations hereunder, without the prior written consent of the other party, and any attempt to so assign this Agreement or any rights, duties or obligations Zn arising hereunder shall be void and of no effect. K A. During the term of this Agreement, CONTRACTOR shall maintain, at no expense to CITY, the following insurance policies: 1. A commercial general liability insurance policy in the minimum amount of one million ($1,000,000) dollars per occurrence for death, bodily injury, personal injury, or property damage. automobile liability (owned, non -owned, and hired vehicles) insurance policy in the minimum amount of one million ($ 1,000,000) dollars per occurrence. 3. If any licensed professional performs any of the services required to be performed under this Agreement, a professional liability insurance policy in the minimum amount of one million $1,000,000) dollars to cover any claims arising out of the CONTRACTOR's performance of services under this Agreement. B. The insurance coverage required of the CONTRACTOR by section 11. A., shall also meet the following requirements: 1. The insurance shall be primary with respect to any insurance or coverage maintained by CITY and shall not call upon CITY's insurance or coverage for any contribution. 2. Except for professional liability insurance, the insurance policies shall be endorsed for contractual liability and personal injury. 3. Except for professional liability insurance, the insurance policies shall be specifically endorsed to include the CITY, its officers, agents, employees, and volunteers, as additionally named insureds under the policies. 4. CONTRACTOR shall provide to City's Risk Manager, (a) Certificates of Insurance evidencing the insurance coverage required herein, and (b) specific endorsements naming CITY, its officers, agents, employees, and volunteers, as additional named insureds under the policies. 5. The insurance policies shall provide that the insurance carrier shall n cancel, terminate or otherwise modify the terms and conditions of said insurance policies exce upon ten (10) days written notice to City's Risk I Manager. 6. If the insurance is written on a Claims Made Form, then, followint�c, termination of this Affeement said insurance coverage shall survive for a period of not less than five years. 7. The insurance policies shall provide for a retroactive date of placement coinciding with the effective date of this Agreement. tn 0 8. The insurance shall be approved as to form and sufficiency by PROJECT MANAGER and the City Attorney. C. If it employs any person, CONTRACTOR shall maintain worker's compensation and employer's liability insurance, as required by the State Labor Code and other applicable laws and regulations, and as necessary to protect both CONTRACTOR and CITY aaamst all liability for injuries to CONTRACTOR's officers and employees. D. Any deductibles or self-insured retentions in CONTRACTOR's insurance policies must be declared to and approved by the City's Risk Manager and the City Attorney. At CITY's option, the deductibles or self-insured retentions with respect to CITY shall be reduced or eliminated to CITY's satisfaction, or CONTRACTOR shall procure a bond guaranteeing payment of losses and related investigations, claims administration, attorney's fees and defense expenses. 11. INDEMNIFICATION. A. Except as provided in Paragraph B., CONTRACTOR shall indemnify, release, defend and hold harmless CITY,, its officers, and employees, against any claim, demand, suit, judgment, loss, liability or expense of any kind, including attorney's fees, arising out of or resulting in any way, in whole or in part, from any acts or omissions, intentional or negligent, of CONTRACTOR or CONTRACTOR's officers, agents and employees in the performance of their duties and obligations under this Agreement. B. Where the services to be provided by CONTRACTOR under this Agreement are design professional services to be performed by a design professional as that term is defined under Civil Code Section 2782.8, CONTRACTOR shall, to the fullest extent permitted by law, indemnify, release, defend and hold harmless CITY, its officers, and employees, against any claim, demand, suit, judgment, loss, liability or expense of any kind, including attorney's fees, that arises out of, pertains to, or relates to the negligence, recklessness, or willful misconduct of CONTRACTOR in the performance of its duties and obligations under this Agreement. 12. NONDISCRIMINATION. CONTRACTOR shall not discriminate, in any way, against any person on the basis of age, sex, race, color, religion, ancestry, national origin or disability in connection with or related to the performance of its duties and obligations under this Agreement. 13. COMPLIANCE WITH ALL LAWS. CONTRACTOR shall observe and comply with all applicable federal, state and local laws, ordinances, codes and regulations, in the performance of its duties and obligations under this Agreement. CONTRACTOR shall perform all services under this Agreement in accordance with these laws, ordinances, codes and regulations. CONTRACTOR shall release, defend, indemnify and hold harmless CITY, its officers, agents and employees from any and all damages, liabilities, penalties, fines and all other consequences from any noncompliance or violation of any laws, ordinances, codes or regulations. 0 14. NO THIRD PARTY BENEFICIARIES. CITY and CONTRACTOR do not intend, by any provision of this Agreement, to create in any third party, any benefit or right owed by one party, under the terms and conditions of this Agreement, to the other party. 15. NOTICES. All notices and other communications required or permitted to be given under this Agreement, including any notice of change of address, shall be in writing and given by personal delivery, or deposited with the United States Postal Service, postage prepaid, addressed to the [�,arties intended to be notified. Notice shall be deemed given as of the date of personal delivery, or if mailed, upon the date of deposit with the United States Postal Service. Notice shall be given as follows: TO CITY: Paul Jensen, Director Community Development Department City of San Rafael 1400 Fifth Ave. (P.O. Box 151560) San Rafael, CA 94915-1560 TO CONTRACTOR: Geoff Bradley, Principal Metropolitan Transportation Group 579 Clyde Avenue, Suite 340 Mountain View, CA 94043 16. INDEPENDENT CONTRACTOR. For the purposes, and for the duration, of this Agreement, CONTRACTOR, its officers, agents and employees shall act in the capacity of an Independent Contractor, and not as employees of the CITY. CONTRACTOR and CITY expressly intend and agree that the status of CONTRACTORI its officers, agents and employees be that of an Independent Contractor and not that of an employee of CITY. 17. ENTIRE AGREEMENT -- AMENDMENTS. A. The terms and conditions of this Agreement, all exhibits attached, and all documents expressly incorporated by reference, represent the entire Agreement of the parties with respect to the subject matter of this Agreement. B. This written Agreement shall supersede any and all prior agreements, oral or written, regarding the subject matter between the CONTRACTOR and the CITY. It" V1. No other agreement, promise or statement, written or oral, relatincr to the subject 0 1 0 0 matter of this Agreement, shall be valid or binding, except by way of a written amendment to this Agreement. D. The terms and conditions of this Agreement shall not be altered or modified except by a written amendment to this Agreement signed by the CONTRACTOR and the CITY. E. If any conflicts arise between the terms and conditions of this Agreement, and the terms and conditions of the attached exhibits or the documents expressly incorporated by reference, the terms and conditions of this Agreement shall control. SET-OFF AGAINST DEBTS. CONTRACTOR agrees that CITY may deduct from any payment due to CONTRACTOR under this Agreement, any monies which CONTRACTOR owes CITY under any ordinance, agreement, contract or resolution for any unpaid taxes, fees, licenses, assessments, unpaid checks or other amounts. The waiver by either party of any breach or violation of any term, covenant or condition of this Agreement, or of any ordinance, law or regulation, shall not be deemed to be a waiver of any other term, covenant, condition, ordinance, law or regulation, or of any subsequent breach or violation of the same or other term, covenant, condition, ordinance, law or regulation. The subsequent acceptance by either party of any fee, performance, or other consideration which may become due or owing under this Agreement, shall not be deemed to be a waiver of any preceding breach or violation by the other party of any term, condition, covenant of this Agreement or any applicable law, ordinance or regulation. 20. COSTS AND ATTORNEY'S FEES. The prevailing party in any action brought to enforce the terms and conditions of this Agreement, or arising out of the performance of this Agreement, may recover its reasonable costs (including claims administration) and attorney's fees expended in connection with such action. CONTRACTOR shall obtain and maintain during the duration of this Agreement, a CITY business license as required by the San Rafael Municipal Code. CONTRACTOR shall pay any and all state and federal taxes and any other applicable taxes. CITY shall not be required to pay for any work performed under this Agreement, until CONTRACTOR has provided CITY with a completed Internal Revenue Service Form W-9 (Request for Taxpayer Identification Number and Certification). CONTRACTOR's taxpayer identification number is EIN 20-5205208. 22. APPLICABLE LAW. The laws of the State of California shall govern this Agreement. 0 IN WITNESS WHEREOF, the parties have executed this Agreement as of the day, month and year first above written. NANCY MA�K'LE, City Manager ESTHER C. BEIRNE, City Clerk A"ROVED AS TO FORM: r. x_ B 24 / J Name: eoff Bradley Title: Principal EXHIBIT A: Proposal to Provide Consultant Services for General Plan 2020 Ten -Year, Housing Element Update 2014-2022 and General Plan Assistance, Metropolitan Planning Group; August 12, 2013 0 Metropolitan Planning Group Proposal for Services 120011,101 Metropolitan Planning Group Proposal for Services 1988-2010 ACORD CORPORATION. All rights reserved. ACORD 25 (2010/0 1 of I The ACORD name and logo are registered marks of ACORD 1 1 1IM2201312 MV41 Vol- This endorsement modifies insurance provided under the following: COMMERCIAL GENERAL LIABILITY COVERAGE PART 1 Item 2.g. 2) is replaced with the following: 2) A watercraft you do not own that is: a) less than 50 feet long; and b) Not being used to carry persons or property for a charge. Item 2.g. 6) is added: 6) An aircraft in which you have no ownership interest and that you have chartered with crew. The last paragraph of 2. Exclusions is replaced with the following. - Exclusions c. through n. do not apply to damage by fire, explosion, sprinkler leakage, or lightning to premises while rented to you, temporarily occupied by you with the permission of the owner, or managed by you under a written agreement with the owner. A separate limit of insurance applies to this coverage as described in Section III — Limits of Insurance. If Medical Payments Coverage is provided under this policy, the following is changed: 3. Limits The medical expense limit provided by this policy shall be the greater of: a. $10,000; or Coverage C. Medical Payments is primary and not contributing with any other insurance, even if that other insurance is also primary. The following is added: COVERAGE D. PRODUCT RECALL NOTIFICATION EXPENSES Insuring Agreement We will pay "product recall notification expenses" incurred by you for the withdrawal of your products, provided that. - a. Such withdrawal is required because of a determination by you during the policy period, that the use or consumption of your products could result in "bodily injury" or "property damage"; and b. The "product recall notification expenses" are incurred and reported to us during the policy period. The most we will pay for "product recall notification expenses" during the policy period is $100,000. SUPPLEMENTARY PAYMENTS — COVERAGES A AND B Item b. and d. are replaced with. - b. The cost of bail bonds required because of accidents or traffic law violations arising out of the use of any vehicle to which the Bodily Injury Liability Coverage applies. We do not have to furnish these bonds. ,W d. All reasonable expenses incurred by the insured at our request to assist us in the investigation or defense of the claim or 94 suit" including actual loss of earnings up to $500 a day because of time off from work. Includes copyrighted material of Insurance Services Offices Inc., with its permission. 06/24/2012 1060601 NEUSXJXK2906 AGENT COPY PGDMO60D J1 1620 GEONL"ST 00011752 Page 23 Item 4. is replaced with: 4. Any subsidiaries, companies, corporations, firms, or organizations you acquire or form during the policy period over which you maintain a controlling interest of greater than 50% of the stock or assets,willqualify as a Named Insured if: a) you have the responsibility of placing insurance for such entity; and b) coverage for the entity is not otherwise more specifically provided; and c) the entity is incorporated or organized under the laws of the United States of America. However; coverage under this provision does not apply to "bodily injury" or "property damage" that occurred before you acquired or formed the entity, or "personal injury" or "advertising injury" arising out of an offense committed before you acquired or formed the entity. Coverage under this provision is afforded only until the end of the policy period, or the twelve (1 2) month anniversary of the policy inception date whichever is earlier. SECTION III — LIMITS OF INSURANCE Paragraph 2 is amended to include: The General Aggregate Limit of Insurance applies separately to each "location" owned by you, rented to you, or occupied by you with the permission of the owner. Paragraph 6. is replaced with the following: 6. Subject to 5. above, the Fire Damage Limit is the most we will pay under Coverage A for damages because of "property damage" to premises while rented to you, temporarily occupied by you with permission of the owner, or managed by you under a written agreement with the owner, arising out of any one fire, explosion or sprinkler leakage incident. The Fire Damage Limit provided by this policy shall be the greater of: a. $500,000; or ammum a. You must promptly notify us. Your duty to promptly notify us is effective when any of your executive officers, partners, members, or legal representatives is aware of the "occurrence" , offense, claim, or tisuit". Knowledge of an 4toccurrenceyy, offense, claim or "suity' by other employee(s) does not imply you also have such knowledge. To the extent possible, notice to us should include: 1) How, when and where the "occurrence" or offense took place; 2) The names and addresses of any injured persons and witnesses; and 3) The nature and location of any injury or damage arising out of the "occurrence", offense, claim or `suit". . Item 4. b. 1) b) is replaced with: b. Excess Insurance 1) b) That is Fire, Explosion or Sprinkler Leakage insurance for premises while rented to you, temporarily occupied by you with permission of the owner, or managed by you under a written agreement with the owner; or Item 6. is amended to include: d. If you unintentionally fail to disclose any hazards existing at the inception date of your policy, we will not deny coverage under this Coverage Part because of such failure. However, this provision does not affect our right to collect additional premium or exercise our right of cancellation or non -renewal. Includes copyrighted material of Insurance Services Offices Inc., with its pemiission. GECG 602 (01/11) Page 2 of 4 0612412012 1060601 NEUSXJXK2906 AGENTCOPY PGD MO60D J1 1620 GEONL 00011753 Page 24 I �Jill IIIIIJ III IIJ III Jill a. If the insured has rights to recover all or part of any payment we have made under this Coverage Part, those rights are transferred to us. The insured must do nothing after loss to impair them. At our request, the insured will bring suit or transfer those rights to us and help us enforce them. required by a written "insured contractwe waive any right of recovery we may have against any person or organization because of payments we make for injury or damage arising out of your ongoing operations or "your work" done under that written "insured contract" for that person or organization and Lt, I included in the prod ucts-completed operations hazard'. ZIP, V114 0 =-40 IIIJ If we cancel this policy for any reason other than nonpayment of premium we will mail or deliver written notice of cancellation to the first Named Insured at least 60 days prior to the effective date of cancellation. If we adopt a change in our forms or rules which would broaden your coverage without an extra charge, the broader coverage will apply to this policy. This extension is effective upon the approval of such broader coverage in your state. The following definitions are added or changed: 9. "Insured contract" a. A contract for a lease of premises. However, that portion of the contract for a lease of premises that indemnifies any person or organization for damage by fire, explosion or sprinkler leakage to premises while rented to you, or temporarily occupied by you with permission of the owner, or managed by you J under a written agreement with the owner is not an "insured contract' . I 23. "Location" means premises involving the same or connecting lots, or premises whose connection is interrupted only by a street, roadway, waterway or right-of-way of a railroad. t4. "Product recall notification expenses" means the reasonable additional expenses (including, but not limited cost of correspondence, newspaper and magazine advertising, radio or television announcements and transportation cost), necessarily incurred in arranging for the return of products, but excluding costs of the replacement products and the cash value of the damaged products. The following Provisions are also added to this Coverage Part: A. ADDITIONAL INSUREDS — BY CONTRACT, AGREEMENT OR PERMIT 1. Paragraph 2. under SECTION 11 — WHO IS AN INSURED is amended to include as an insured any person or organization when you and such person or organization have agreed in writingcontract, agreement or permit that such person or organization be added as an additional insured on your policy to provide insurance such as is afforded under this Coverage Part. Such person or organization is not entitled to any notices that we are required to send to the Named Insured and is an additional insured only with respect to liability arising out of: a. Your ongoing operations performed for that person or organization; or III Premises or facilities owned or used by you. With respect to provision Ill.a. above, a person's or organization's status as an insured under this endorsement ends when your operations for that person or organization are completed. 06124/2012 1060601 NEUSXJXK2906 AGENTICOPY PGDMO60D J11620 GEONLYST 00011754 Page 25 2. This endorsement provision A. does not apply: a. Unless the written contract or agreement has been executed, or permit has been issued, prior to the "bodily injury", "property damage" or "personal and advertising injury b. To "bodily injury" or "property damage" occurring after: (1) All work, including materials, parts or equipment furnished in connection with such work, in the project (other than service, maintenance or repairs) to be performed by or on behalf of the additional insured(s) at the site of the covered operations has been completed; or (2) That portion of "your work" out of which the injury or damage arises has been put to its intended use by any person or organization other than another contractor or subcontractor engaged in performing operations for a principal as a part of the same project; C. To the rendering of or failure to render any professional services including, but not limited to, any professional architectural, engineering or surveying services such as: (1) The preparing, approving, or failing to prepare or approve, maps, shop drawings, opinions, reports, surveys, field orders, change orders or drawings and specifications; and (2) Supervisory, inspection, architectural or engineering activities; d. To "bodily injury", "property damage" or "personal and advertising injury" arising out of any act, error or omission that results from the additional insured's sole negligence or wrongdoing; e. To any person or organization included as an insured under provision B. of this endorsement; f. To any person or organization specifically designated an additional insured for ongoing operations by a separate ADDITIONAL INSURED — OWNERS, LESSEES OR CONTRACTORS endorsement issued by us and made a part of this policy. Paragraph 2. under SECTION If — WHO IS AN INSURED is amended to include as an insured any person or organization (referred to below as if, vendor") with whom you agreed, in a written contract or agreement to - provide insurance such as is afforded under this policy, but only with respect to "bodily injury" or "property ,0amage" arising out of "your products" which are distributed or sold in the regular course of the vendor's business, subject to the following additional exclusions: 1. The insurance afforded the vendor does not apply to: a. "Bodily injury" or "property damage" for which the vendor is obligated to pay damages by reason of the assumption of liability in a contract or agreement. This exclusion does not apply to liability for damages that the vendor would have in the absence of the contract or agreement; b. Any express warranty unauthorized by you; c. Any physical or chemical change in the product made intentionally by the vendor* d. Repackaging, unless unpacked solely for the purpose of inspection, demonstration, testing, or substitution of parts under instructions from the manufacturer, and then repackaged in the original container; e. Any failure to make such inspections, adjustments, tests or servicing as the vendor has agreed to make or normally undertakes to make in the course of business, in connection with the distribution or sale of the products, f. Demonstration, installation, servicing or repair operations, except such operations performed at the vendor's premises in connection with the sale of the product, g. Products which, after distribution or sale by you, have been labeled or relabeled or used as a container, part or ingredient of any other thing or substance by or for the vendor; or h. To "bodily injury" or "property damage" arising out of any act, error or omission that results from the additional insured's sole negligence or wrongdoing. 2. This insurance does not apply to any insured person or organization, from whom you have acquired such products, or any ingredient, part or container, entering into, accompanying or containing such products. GECG 602 (01/11) Includes copyrighted material of Insurance Services Offices Inc., with its permission. Page 4 of 4 06/24/2012 1060601 NEUSX JXK2906 AGENT COPY PGDMO60D J11620 GEONLYST 00011755 Page 26