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Reso - CC - 004-2021
DocuSign Envelope ID: 83B8C969-158F-4E9B-B954-OB404E9DO6C4 RESOLUTION NO. 004-2021 A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF BURLINGAME AUTHORIZING THE CITY MANAGER TO ENTER INTO A PROFESSIONAL SERVICES AGREEMENT WITH REDISTRICTING PARTNERS FOR THE PURPOSE OF TRANSITIONING FROM AT -LARGE TO BY -DISTRICT COUNCILMEMBER ELECTIONS WHEREAS, on January 17, 2020, the City of Burlingame received a letter from the law firm Shenkman & Hughes alleging that the City's current at -large election system violates the California Voting Rights Act of 2001 (CVRA); and WHEREAS, after evaluating all of the City's options, the City Council adopted Resolution Number 032-2020 at its March 16, 2020 meeting, reflecting their intent to transition from at -large to by -district council elections; and WHEREAS, on August 19, 2020, staff released a request for proposals for assistance in the districting process; and WHEREAS, Redistricting Partners provided a responsive proposal to assist the City in drawing district lines, complying with the Fair Maps Act, California Voting Rights Act, California Elections Code, and all other relevant statutes; and WHEREAS, the City will utilize the 2020 Federal Census data in order to draw the district lines; and WHEREAS, the City has set aside $200,000 in the FY 2020-21 budget for this process; and WHEREAS, it is expected that the professional services agreement will cost the City $60,000, with additional funds being utilized to undertake a public outreach campaign. NOW, THEREFORE, THE CITY COUNCIL OF THE CITY OF BURLINGAME DOES RESOLVE AS FOLLOWS: The City Manager is authorized to execute a professional services agreement with Redistricting Partners to assist the City in transitioning from at -large to by -district elections. L Ann O Bnen Keighran, M6yor V1 DocuSign Envelope ID: 83B8C969-158F-4E9B-B954-OB404E9DO6C4 I, MEAGHAN HASSEL-SHEARER, City Clerk of the City of Burlingame, do hereby certify that the foregoing Resolution was introduced at a regular meeting of the City Council held on the 41 day of January, 2021 and was adopted thereafter by the following vote: AYES: COUNCILMEMBERS: BEACH, BROWNRIGG, COLSON, O'BRIEN KEIGHRAN NOES: COUNCILMEMBERS: NONE ABSENT: COUNCILMEMBERS:ORTIZ F�DOCUSignedby: oasnc�osaE�ltn.a... Meaghan Hassel -Shearer, City Clerk CITY REQUEST FOR PROPOSALS MUNICIPAL REDISTRICTING SERVICES Date Released: August 19, 2020 City of Burlingame Office of the City Clerk 501 Primrose Road Burlingame, CA 94010 www.burlingame.org Proposals Must be Received by 2:00 a.m. PST on September 9. 2020 REQUEST FOR PROPOSALS FOR MUNICIPAL REDISTRICTING SERVICES TABLE OF CONTENTS Section I — Project Objective Section II — General Information 1. Introduction 2. Government 3. Community 4. Planned Creation of a New Neighborhood Section III — Scope of Work Section IV — Proposal Schedule, Process, and Requirements 1. RFP Schedule 2. Email of Intent to Submit Proposal 3. Questions 4. Proposal Submission Format 5. Proposal Content Section V — General Terms and Conditions 1. Proposal Costs 2. Selection of Consultant 3. Award of Agreement and Insurance Requirements 4. Retention and Use of Proposals 5. Public Records Act 6. Failure to Execute Contract Section VI — Consultant Selection Criteria and Process ATTACHMENTS (separate documents) Attachment 1- Staff Report Attachment 2- City of Burlingame Agreement for Professional Services Attachment 3- City of Burlingame Insurance Requirements City of Burlingame — Municipal Redistricting Services RFP Page 2 CITY OF BURLINGAME MUNICIPAL REDISTRICTING PROJECT SECTION I — PROJECT OBJECTIVE The City of Burlingame ("the City") is seeking a demographer, consultant, or multi -disciplinary team that will manage the City's transition from an at -large election system to a by -district election system in furtherance of the purposes of the California Voting Rights Act of 2002 ("CVRA") prior to the City's next citywide election in November 2022. SECTION II - GENERAL INFORMATION a. Introduction On March 16, 2020, the Burlingame City Council adopted a resolution declaring its intent to transition from at -large to by -district Councilmember elections. (See the March 16, 2020 Staff Report in Attachment 1). Specifically, the Resolution: • Declared the City Council's intent to make the transition to by -district elections before the next scheduled City Council election, scheduled for November 2022. • Expressed the City Council's intent to review and analyze 2020 Census data, anticipated to arrive in early 2021, before approving any proposed districts. • Authorized and directed the City Attorney to negotiate and execute a tolling agreement with Shenkman & Hughes to protect the City from California Voting Rights Action litigation during the transition. • Authorized and directed the City Manager and City Attorney to pursue the hiring of a demographer and any other consultants necessary to assist in the transition. • Directed that adequate funds be allocated to cover costs of the demographer and other expert assistance necessary to effectuate this direction. b. Government A California general law city incorporated in 1908, Burlingame operates under the Council - Manager form of government. Currently, a five -member City Council is elected at -large to four-year terms and serves as the board of directors. (The three Councilmembers elected in 2017 and the two Councilmembers elected in 2019 are serving five-year terms so that the City can comply with a new state law requiring Council elections in even -numbered years.) The Council annually selects a Mayor and Vice Mayor from its members. The City Council appoints a City Manager, who serves as the chief executive officer and is responsible for all municipal functions. The City Council also appoints a City Attorney to serve as chief legal advisor for the governing body and the administration. The City Manager appoints the City Clerk. City of Burlingame — Municipal Redistricting Services RFP Page 3 c. Community Background The City of Burlingame is located on the San Francisco Peninsula, about three miles south of San Francisco International Airport. The City has an incorporated area of approximately six square miles (4.41 square miles of land). Based upon July 1, 2019 census.gov data: • Burlingame has a population of approximately 30,889 60% are considered "white", 25% "Asian", and 12.4% Hispanic or Latino • 47.3% live in owner occupied housing Burlingame boasts two well-known downtown districts. Four major highways border or pass through the city, including U.S. Highway 101, Interstate 280, State Route 82, and State Route 35. The city is bisected by Caltrain, the seventh largest commuter rail system in the country. Burlingame's eastern region includes 12 major hotels, restaurants, the Bayfront, parks, and commercial and industrial businesses. The western region includes a vast residential area, downtown business districts, and schools. d. Planned Creation of a New Neighborhood In 2020, the City hired a Consultant to develop a new neighborhood of medium- and high - density residential and creative live/work units and support uses for the northern portion of the City known as the Rollins Road corridor. Currently, the Rollins Road industrial corridor is a major employment base in Burlingame. This area largely has supported light manufacturing businesses, warehousing, auto repair shops, wholesale activities, and commercial recreation facilities. The City envisions creation of a completely new neighborhood, where residents and creative businesses have ready access to transit, supportive commercial businesses, and public and private open space amenities. Such housing will include workforce housing, thus meeting the needs of all income levels in Burlingame. Streetscape improvements with the new neighborhood will emphasize a pedestrian and bicycle focus, while still accommodating industrial related traffic through to Millbrae Avenue. Based upon the City's General Plan and planned private development in this area, the City estimates up to 2,300 new housing units will be developed in this new neighborhood in the coming decade. SECTION III — SCOPE OF WORK In order to manage the transition from an at -large election system to a by -district election system, in which the City would be divided into geographical districts of substantially equal City of Burlingame — Municipal Redistricting Services RFP Page 4 populations with each district electing a single council candidate who resides within its boundary, the Contractor must: • Conform to all relevant laws, transition processes and requirements as defined by the California Voting Rights Act of 2001, CA Elections Code Sections 10010, 14025, 14026- 14032, CA Assembly Bill No. 849, and CA Government Code Sections 34870-34886; • Use 2020 federal census data; and, • Consider the impact of the development of a new neighborhood defined by the Rollins Road Specific Plan. Contractor's responsibilities shall specifically include, but not be limited to the following: 1. Contractor shall develop a work plan that will at least include the following elements: a. A detailed timeline for all requirements of this scope of work, b. A detailed community outreach plan, c. Multilingual community outreach to ensure fair representation of all minority groups within the city, d. Preparation of illustrative materials, maps, brochures, and advertising for public meetings, workshops, and outreach, e. Coordination with City staff to widely notice the public of opportunities to participate in public outreach meetings, f. Facilitation of meetings and the provision of short formal presentations on the scope, purpose, process, timelines, and legal issues where Consultant will request input from the public and document input, g. Obtain public input for criterion to identify "communities of interest" as defined in the State of California Elections Code, h. Present findings on identifying "Communities of Interest", and present criterion used in map evaluation, including submittal requirements from members of the public, as a resolution for City Council comment and approval, and i. Attend weekly project status briefings with the City Clerk 2. Contractor shall create at least three (3) redistricting plans of five (5) single -member residency districts for consideration by the City Council as follows: a. Each plan shall have districts that comply with the laws and regulatory requirements listed above. b. Each redistricting plan shall have a unique objective based on preserving a community of interest. c. In this creation of districting plans, Contractor shall use GIS software developed specifically for redistricting to create the districts. d. The contractor shall obtain and utilize the most recent San Mateo County Official Precinct Maps from the San Mateo County Registrar of Voters. e. A demographic profile of each district shall be included. City of Burlingame — Municipal Redistricting Services RFP Page 5 3. Contractor shall provide non-English speaking support for non-English speaker inquiries throughout the community outreach period in the timeline, Monday through Friday 8:00 a.m. to 5:00 p.m. 4. Contractor shall work in conjunction with the City Clerk and the representatives of San Mateo County Registrar of Voters to maximize alignment of County voting precincts with city districts to minimize voter confusion and to maximize the ease of conducting elections. 5. Contractor shall provide overall staff support to the City's redistricting effort as necessary to meet project goals, objectives, and deadlines. 6. Contractor shall provide expert technical assistance to the City in the event any legal action arises relating to the redistricting process of plans developed with Contractor's assistance. Contract shall provide expert testimony and "special services," if necessary, in state and federal court in the area of redistricting. SECTION IV — PROPOSAL SCHEDULE, PROCESS, AND REQUIREMENTS The proposals submitted in response to this request for proposals (RFP) will be used as a basis for selecting the Consultant for this project. The Consultant's proposal will be evaluated according to the criteria provided in Section VI, "Consultant Selection Criteria and Process" of this RFP. 1. RFP SCHEDULE • RFP Release Date —Wednesday, August 19, 2020 • Email of Intent to Submit Proposal — Wednesday, August 26, 2020 • Submissions Due — Wednesday, September 9 at 2:00 p.m. PST • Review Proposals, Conduct Interviews, and Reference Checks — Week of September 14, 2020 and possibly week of September 21, 2020 • Award Contract — Week of September 28, 2020 2. EMAIL OF INTENT TO SUBMIT PROPOSAL Consultants should indicate their intent to submit a proposal via email to Meaghan Hassel -Shearer mhasselshearer@burlingame.org and Nil Blackburn at nblackburn@burlingame.org no later than Wednesday, August 26, 2020. The goal of this requirement is to ensure that Consultant is notified of any changes and updates that may arise prior to the submission due date. 3. QUESTIONS Any questions regarding this RFP, should be emailed to Meaghan Hassel -Shearer mhasselshearer@burlingame.org and Nil Blackburn at nblackburn@burlingame.org. City of Burlingame — Municipal Redistricting Services RFP Page 6 4. PROPOSAL SUBMISSION FORMAT Consultants should submit three (3) hard copies of the proposal to the City by the due date. One of these three should include the original. All printing shall be double -sided (duplex). The proposal package shall be submitted as a sealed package clearly marked "City of Burlingame — Municipal Redistricting Proposal" to the following address: City of Burlingame City Clerk 501 Primrose Road Burlingame, CA 94010 In addition, an electronic copy of the proposal in PDF format should be emailed to Meaghan Hassel -Shearer mhasselshearer@burlingame.org and Nil Blackburn at nblackburn@burlingame.org. Both hard and electronic proposals shall be delivered to City of Burlingame no later than Wednesday, September 9 at 2:00 p.m. PST. Proposals received after the time and date specified above will be considered nonresponsive. Proposals received after the time and date specified above due to delays caused by the shipping company will be considered nonresponsive. Any proposals received prior to the time and date specified above may be withdrawn or modified by written request of the Consultant prior to the deadline to submit proposals. Unsigned proposals or proposals signed by an individual not authorized to bind the prospective Consultant will be considered nonresponsive and rejected. 5. PROPOSAL CONTENT a. Transmittal Letter The transmittal letter shall be addressed to City of Burlingame City Clerk Meaghan Hassel -Shearer. The letter shall be on Consultant letterhead and include the Consultant's contact name, mailing address of the office from which the project will be managed, telephone number, and email address. The letter will address the Consultant's understanding of the services being requested and any other pertinent information the Consultant believes should be included. The Consultant shall provide a brief statement affirming that the proposal terms shall remain in effect for ninety (90) days following the date proposal submittals are due. The letter shall be wet -signed in blue ink by the individual authorized to bind the Consultant to the proposal. City of Burlingame — Municipal Redistricting Services RFP Page 7 b. Consultant Information, Qualifications, and Experience The City will consider submittals from consultants that demonstrate they have successfully completed comparable municipal redistricting projects. These projects must illustrate the quality, type, and past performance of the project team. Submittals shall include a detailed description of a minimum of three (3) projects within the past five (5) years which include the following information: contracting agency name, consultant project manager and contact information, date of contract, date of completion, and project description. c. Schedule, Organization, and Project Management • Provide a rough timeline outlining key events, tasks, and deliverables that will occur in order to ensure the City will transition to by -district elections for its November 2022 elections. • Describe the roles and organization of your proposed team for this project. Indicate the composition of subcontractors (if any), number of project staff, and experience of your team as it relates to this project. • Describe your project management approach. Provide a detailed description of how the team and scope of work will be managed. • Describe the roles of key individuals on the team. Provide resumes for all key team members. Resumes shall show relevant experience, for the Project's scope of work, as well as the length of employment with the proposing consultant. Key members, especially the project manager, shall have significant demonstrated experience with this type of project, and should be committed to stay with the project for the duration of the project. While Census 2020 will be critical for the execution of this project, the City would like to initiate this Project as soon as possible. The City of Burlingame anticipates that this project will take anywhere from 12 to 24 months to complete. Even on shorter projects, the negative consequences of turnover of consultants' key team members has been a consistent challenge for the City. Please describe how the Consultant will ensure project continuity and mitigate the occurrence and/or effects of employee turnover on this project. d. Additional Scope of Work The City has included a proposed scope of work and expected deliverables in "Section I II — Scope of Work" above. For this section of the proposal, include any tasks or deliverables that may have been overlooked by the City, or any other modifications the Consultant would recommend to the scope of work in Section III. City of Burlingame — Municipal Redistricting Services RFP Page 8 e. Cost Proposal The proposal shall include a cost proposal for each service described in the scope of work of this RFP. The cost proposal shall include an estimate of the total direct and indirect costs to complete all tasks identified in the RFP. A detailed cost breakdown shall include: • Number of staff hours and hourly rates for each professional and administrative staff who will be involved in this project • An estimate of all other direct costs, such as materials and reproduction costs, and any related markups • An estimate of sub -consultant services if needed; all proposed hours and rates and markups shall be itemized by task f. Agreement for Professional Services Consultants will be required to enter into the City's Agreement for Professional Services ("Agreement"), which is available in Attachment 2, and provide the level of insurance prescribed by the Insurance Requirements in Attachment 3 of this RFP. Consultants shall provide a statement in their submission that they are prepared to sign the Agreement unaltered should they be successful in being awarded the contract, or provide redlined changes using Microsoft Office's "track changes" feature. A Word version of Attachment 2 is provided on the City's RFP website for this purpose. SECTION V — GENERAL TERMS AND CONDITIONS 1. Proposal Costs The City is not liable for any costs or expenses incurred in the preparation of a response to this RFP. All costs in preparing and submitting a proposal shall be borne by the proposer. 2. Selection of Consultant This RFP does not commit the City to award a contract, to pay any costs incurred in the preparation of a proposal for this request, or to procure or contract for services. The City reserves the right to accept or reject any or all proposals received as a result of this request, to negotiate with any qualified Consultant, or to modify or cancel in part or in its entirety the RFP if it is in the best interests of the City to do so. Furthermore, a contract award may not be made based solely on price. 3. Award of Agreement and Insurance Requirements No proposal shall be binding upon the City until after the Agreement is signed by duly authorized representatives of both the Consultant and the City. A copy of the City of City of Burlingame — Municipal Redistricting Services RFP Page 9 Burlingame Standard Agreement Form and Insurance Requirements is included as Attachment 2 and Attachment 3 of this RFP. 4. Retention and Use of Proposals The City reserves the right to retain all proposals, as well as any reports, data, or other material prepared or assembled by bidder and submitted to City in response to this RFP, and to use any idea in any proposal regardless of whether that proposal is selected. 5. Public Records Act All products used or developed in the execution of any contract resulting from this RFP will remain in the public domain at the completion of the contract. Submission of any materials in response to this RFP constitutes a waiver by the submitting party of any claim that the information is protected from disclosure. By submitting materials, (1) the Consultant consents to release of such materials by the City if requested under the Public Records Act without further notice, and (2) the Consultant agrees to indemnify and hold harmless the City for release of such information. 6. Failure to Execute Contract If the Consultant to whom the award is made fails to enter into the contract, the award will be annulled, and an award may be made to the next proposer who will fulfill every stipulation as if it were the party to whom the first award was made in the City's discretion. SECTION VI — Consultant Selection Criteria and Process All proposals will be evaluated by a City Selection Committee (Committee). The Committee may be composed of City staff and other parties that may have expertise or experience in the services described herein. Responses to this RFP must be complete. Responses that do not include the proposal content requirements identified in Section 4 — "Proposal Requirements" above, will be considered incomplete and will receive no further consideration. Responding firms will be evaluated based on the following criteria: • Demonstrated experience with projects of a similar scope and vision; • Project understanding; • Proposed project management approach, including expertise and experience of the project team assigned to the project; • Cost; and, • Number and nature of proposed contract changes, if any. The top three to four proposals may be invited to a phone interview. The interview will help to clarify each proposal and the approach and qualifications for the project. Based upon the City of Burlingame — Municipal Redistricting Services RFP Page 10 interview, review of references, the top -ranked consultant will be recommended to the City Council. City of Burlingame — Municipal Redistricting Services RFP Page 11 City of Burlingame Independent Redistricting Services September 9, 2020 Page /1 ®.......:::...._.. 26 Table of Contents Section 1. Experience and Qualifications ................................................................................... 3 1.1 History and Experience.................................................................................................... 3 1.2 Contact Information.......................................................................................................... 5 1.3 Additional Information & Project References.................................................................. 5 Section 2. Personnel Requirements........................................................................................... 12 Section 3. Work Plan/Technical Approach............................................................................... 14 Section 4: Compensation and Pricing...................................................................................... 17 Attachment A — Referenced Documents.................................................................................. 21 Attachment B — Sub -Vendor Background................................................................................ 25 AttachmentC — Resumes......................................................................................................... 27 Attachment C — Acknowledgments......................................................................................... 42 Page /1 September 9, 2020 Dear Meaghan Hassel -Shearer, Thank you for the opportunity to submit this proposal for the 2020-2021 redistricting process for the City of Burlingame. Redistricting Partners is a specialized firm that conducts services for organizations and local governments ranging from racially polarized voting analysis, conversion of elections from at -large to districted under the California Voting Rights Act, and traditional redistricting, including cities of Napa, Davis and Santa Ana, and performing the 2011 commissioner -based redistricting for the Los Angeles Unified School District, which encompasses 4.8 million residents and 26 cities. We were just selected by the City of Long Beach to perform their redistricting with their first independent commission in 2021. As will be seen throughout this proposal, we have the experience and knowledge to assist the city staff and council in every step of the coming redistricting, from community engagement, data gathering, line drawing, map presentation and all other technical aspects of the work. Redistricting Partners affirms that the terms within this proposal will remain in effect for 90 days following September 9, 2020. From the principal consultants on the project to our newest staff, we each view this as a collaborative process with the staff and supervisors, with a shared goal of a high -quality, fair, open and transparent redistricting process, and we look forward to working with you. Sincerely, Paul Mitchell Owner, Redistricting Partners 1007 7th St, 4th Floor, Sacramento, California 95814 1 916-612-8686 1 Paul@RedistrictingPartners.com Page 12 Section 1. Experience and Qualifications This proposal is inclusive of both the broad scope of the City of Burlingame redistricting process, and the detailed, technical work of redistricting. The following goes through each individual element in the scope of work outlined in the RFP. 1.1 History and Experience Redistricting Partners is well prepared to assist the city in the decennial redistricting process, including working with existing state and federal voting rights act laws, new California statutes on redistricting for counties and utilizing traditional redistricting criteria, borne out of state and local laws, caselaw, and best practices, in order to facilitate the process in an open and transparent manner. Redistricting Partners is also well versed in the Fair Maps Act and its implications for the redistricting process, as we have incorporated elements of this Act with the City of Napa and City of Davis during their 2020 CVRA Conversion efforts. This includes drawing districts without consideration of incumbents or candidates, and without advantage to any political party. As a firm, and individuals, we have successfully conducted dozens of redistricting projects, large and small, and worked to ensure our work product always complied with state and federal voting rights laws. We work closely with legal counsel and outside law firms regularly in order to ensure our redistricting work follows state and federal laws. In fact, one of our recommendations comes from an attorney with whom we have completed several redistricting and racially polarized voting contracts. The Redistricting Partners staff have significant experience in helping city managers, other local agency staff, redistricting commissioners, and local elected officials, who are most often in charge of local redistricting, become proficient in the traditional criteria used in redistricting and the technical aspects of understanding the data and line drawing. Under this proposal we will ensure there are redistricting staff available for all City of Burlingame meetings, virtually or in -person, depending on the state of the COVID pandemic, and we will be on hand for all redistricting functions, including public and council meetings as required. Page 13 REDISTRICTING ST PARTNERS Redistricting Partners has had a decade of work drawing district boundaries for a variety of municipalities. As can be seen throughout this proposal we have drawn districts for the Los Angeles Unified School District, Cities of of Santa Ana, Napa, Davis and Elk Grove, to name just a handful. The most important factor that comes from working in each of these very different jurisdictions throughout the state is the experience drawing areas with multiple communities of interest, as we see in the City of Burlingame. This includes being able to utilize census data and other sources to identify communities of interest ranging from protected classes of ethnic, religious or national origin minorities, to populations of students and elderly, renters and homeowners, neighborhoods, and others. Our firm has significant redistricting experience, including hundreds of presentations before counties, city councils, and the community. Redistricting Partners Founder Paul Mitchell and other Redistricting Partners staff have been required to present repeatedly on elections and redistricting before State Assembly and Senate committees, the Los Angeles City Council, and other agencies. This has included facilitating conversations about communities of interest, often between opposing groups. The redistricting process almost always involves tradeoffs. The need to create population equality, maintain contiguity and compactness, and preserve communities of interest creates a natural push and pull between each of these, often competing, factors. And these have human consequences - this could range from the individual resident who wants to know why a line is cutting across her street to the dozens of organizations and stakeholders that might be united against a specific part of a redistricting plan. As a firm, Redistricting Partners has been able to engage with groups respectfully, listen to communities, and provide objective advice and decision -making tools to those voting on the district boundaries. Page 14 1.2 Contact Information Redistricting Partners Paul Mitchell 1007 7th St, 4th Floor Sacramento, California 95814 Phone: 916-612-8686 Email: Paul@redistrictingpartners.com 1.3 Additional Information & Project References Redistricting Partners is a privately owned company incorporated in California on March 3, 2011 with offices in Sacramento at 1007 71h St, Fourth Floor, Sacramento, CA 95814. The company, with the same core of individuals on staff, has worked on decennial redistricting, racially polarized voting analysis, California Voting Rights Act (CVRA) implementation, and mid -decade redistricting work, primarily in California, for the past decade, with GIS and political experience that goes back more than 20 years. Redistricting Partners was formed in 2011, with a focus on engaging in the statewide redistricting process under the new California Redistricting Commission. This work quickly moved into local municipal redistricting, starting with a master contract with the Community College League of California for advising and implementing transitions from at -large election systems to districted election systems for dozens of community college districts throughout the state. Through the last decade, much of our work has been with cities, community college districts, school boards and many other kinds of agencies, such as hospital districts, water boards and other special districts. This work has been across the state - including very large agencies spanning multiple counties, counties requiring preclearance under the Section 5 of the Voting Rights Act (when it was operative), to extremely small jurisdictions with barely enough population to make for functioning districted systems. Our work has allowed us to develop experience in all facets of redistricting, from working with a redistricting commission at the Los Angeles Unified School District, to Page /5 developing outreach in communities across the state with diverse ethnic populations, engaging the public through workshops and mass communication, working with datasets common to redistricting, such as the decennial census files and the American Community Survey, and uncommon databases, such as student transportation data, mapping educational needs, healthcare services and creating datasets for different populations of farmers. Redistricting Partners places a strong emphasis on managing contracts and projects from before contracts are signed and executed. Staff are assigned specific roles on each project, hold regular staff meetings with updates, and maintain internal systems in order to ensure that work is completed and that all staff are aware of project status in order to be able to assist if necessary. Having worked on the 2010 cycle provides a solid base of communication for the 2020 cycle, and a familiarity with the flow of projects within the redistricting process. As a redistricting firm rooted in our values, we have never participated in a redistricting that sought to disenfranchise or dilute the voting power of their minority populations, and Redistricting Partners has never been a subject of a voting rights act claim or lawsuit. One excellent case study can be found in the city of Davis. We were hired by the City Manager and came in with a plan that was seen by the council and the public as a fair, open, and community -oriented process. Our charge was to follow the "Safe Harbor" rules within the California Voting Rights Act, but we were able to get the council and staff to agree to go above and beyond those requirements. In addition to the required meetings, we conducted two workshops over a weekend, helped the staff do outreach at the local farmers market, and communicated with neighborhood associations, students, and other engaged participants at council meetings. One example of the media coverage from this districting was in the local Davis Enterprise, https://www.davisenterprise.com/local-news/city-council-to-choose-from- 10-draft-district-maps/. This story had a section titled "Keeping it Honest" in which they stressed the fact that our work did not consider incumbency as one of the communities of interest - something that is now required under California law for city and county redistricting. From this article: Keeping It Honest Page 16 According to city staff, Mitchell specifically asked not to be told where current council members live before drawing the maps. The result: In all four of the five -district maps Mitchell created, current council members end up in the same district. Specifically, in options 1, 2 and 3, Lee and Frerichs would be in the same district, while Option 4 has Arnold and Lee in the same district. In all of those five -district maps, Partida and Carson are alone in their districts. This project was an excellent example of the Redistricting Partners staff working with city staff and elected officials on a process that was fair, non -partisan, depoliticized, and will ultimately better serve the community. For more information regarding the City of Davis, please see Attachment A. Full presentations by Mitchell, and responses to questions from the council, have been preserved online here: https://www.ci!yofdavis.org/city-hall/city- clerk/ elections/ district -elections/ meetings Another example of the work done by Redistricting Partners that can help in the evaluation of our ability to conduct a redistricting effort during the COVID-era would be in the City of Napa, where we were required because of stay-at-home orders to complete the redistricting process, including community engagement, in an online setting. This redistricting was successful in implementing a plan that was drawn by a member of the public in a public outreach hearing, with some small amendments that were made during public hearings online. These hearings can be viewed on their website at: https:/ /www.cilyofnapa.org/892/District-Elections We believe this experience in Napa can be helpful in the likelihood that we will be conducting this redistricting during a period in which at least some meetings will need to be held online, or with online options for members of the public who feel it unsafe to attend in person. Page /7 Client References Los Angeles Unified School District Project Description: A commission -driven redistricting of district boundaries for the second largest school district in the country. The LAUSD commission was established by an appointment process from the school board and approved by the Los Angeles City Council. The commission is convened every 10 years, per the City of Los Angeles Charter, with the 15 commissioners appointed by the City and LAUSD. Two Commissions were created, one that draws the city lines and another that draws the school district. Both sets of lines must be approved by the City. This created a less than perfect process, as we were tasked to work with the School District Commission to draw the school district lines knowing that final approval would come from the LA City Council. The School District Commission started its efforts by focusing on community outreach. Working with the Executive Director, 13 public hearings were held throughout Los Angeles, one in nearly each City Council District. Most were held in high school gyms or auditoriums. Public participation was extensive, with a diverse group testifying about their communities of interest. Much of the testimony focused on keeping the well -established neighborhoods together, using freeways and major streets as dividing lines, keeping high school attendance lines within a district, and the need to create districts that would allow for Latinos to have a better chance to elect their candidate of choice. There was some discussion regarding keeping the districts as similar as possible to the 2000 lines and creating districts that reflected the growing Latino demographic advantage throughout the district. The final district lines and redistricting report were supported by 12 of the 15 commissioners. The 3 commissioners that did not support the final district lines submitted a dissenting report. As the consultants to the entire commission we were responsible for coordinating all the data and reports in order to present them to the City Council. The final lines approved by the commission were then reviewed by the City Council's Rules and Elections Committee, which approved them and passed them over to the full City Council, which ratified the lines. The commission process illustrated the ability of 15 people from different backgrounds to work together on a very complicated problem and find common ground. Although the final vote was not unanimous, most of the process was consensus driven and people found fair compromises along the way. Page 18 Members of this redistricting are available as references. Contracting officer: Doug Wance 18400 Von Karman Ave, Suite 800 Irvine CA 92612 dwance@buchalter.com (949) 224-6439 City of Santa Ana Project Description: The City of Santa Ana, a majority Latino city, was sued by the Vietnamese population under the California Voting Rights Act. We were hired to draw new district boundaries - creating the first Vietnamese seat in the city's history, and converting the city to an election system in which each district elects one councilmember, a conversion from a system in which councilmembers lived in districts, but were voted on district -wide. The process included several televised presentations before the City Council which can be seen online. These were followed by robust engagement by the City Council Members and the public. The full project also included several community of interest workshops around the City. Within this process we were able to determine several of the factors that ultimately drove the final map creation. The City also invested in online mapping software. The redistricting process, however, was done on a compressed timeline under the "safe harbor" provisions of the California Voting Rights Act, meaning that the entire process had to be completed under a settlement with the plaintiffs. This, along with the lack of training from the vendor, hampered the ability of the online mapping system to provide much significant input. Contracting officer: Maria Huizar City Manager City of Lake Forest (previously at the City of Santa Ana) mhuizar@lakeforestca.gov Cosumnes Community Services District Project Description: Conversion of the Cosumnes Community Services District from at - large, to by -district elections. Page 19 Unlike an established city or county, a community service district has a boundary that is not recognized by the US Census - therefore the process is instantly more challenging as the redistricting process has to first establish the actual district boundaries. As we built this dataset, we also, at the direction of the board, constructed boundaries for the park services and facilities, local fire service, overlapping city and unincorporated areas and other geographies. In addition to the geographic elements of the plan, we worked with board input and public testimony regarding communities of interest and developed the data around the ethnic populations, using data such as where voters obtain Spanish language ballots to supplement our understanding of this population. We also received input on the LGBTQ community and other communities of interest that should be considered in the map drawing process. We attended board meetings to receive both direct public insight, and direction from board members and took guidance from legal counsel and board members to create a variety of potential district boundaries. Under a compressed timeline we worked directly with select, highly engaged members of the public to craft additional map options for board review. By the end of the process we had performed several rounds of reviews and revisions with the board, prepared deliveries to District officials in concert with district staff and managed implementation with district staff, up to and including technical assistance. Contracting officer: Sigrid Asmundson District Counsel 8820 Elk Grove Blvd., Elk Grove, CA 95624 SigridAsmundson@youresd.com (916) 405-7189 Client Name: City of Davis Project Description: The City of Davis which faced a CVRA lawsuit and required a quick transition to districted elections, including facing a question of going to 7 districts or staying with 5. Ultimately the plan adopted was based on a map drawn by two members of the community during a weekend workshop and amended by the council members in a public, open, televised council meeting. Client Project Manager: Kelly Stachowicz - (530) 757-5602 ext. 5802 Engagement:2019 Completion:2019 Page /10 Staff Assigned: Paul Mitchell Reference: Kelly Stachowicz Assistant City Manager KS tachowi cz@ci tyo fdavis. org Page /11 (�O� REDISTRICTING (VT PARTNERS Section 2. Personnel Requirements Paul Mitchell - Lead Personnel/ Project Manager Owner of Redistricting Partners and Vice President of the bi-partisan voter data firm Political Data Inc. Mitchell has conducted dozens of redistricting and racially polarized voting studies for local cities, school boards and other agencies. Mitchell is a recognized expert in redistricting, demographics, elections analysis and community electoral behavior. Mitchell is the lead consultant for this proposal, overseeing the entire process, including conducting many of the technical aspects of the redistricting, working with software and other subcontractors, leading data management, line drawing, conducting presentations on redistricting before the county and public, overseeing outreach meetings along with other team members, and working with city staff to ensure a successful redistricting process, from start to finish. Kimi Shigetani, -Supporting Personnel Incoming Chief Administrative Officer at Redistricting Partners, Kimi is a professional with over 20-years experience in leadership roles, education and program development, association and non-profit management, conference and event planning and in 2011, as Vice -President of the Community College League she oversaw a program for Redistricting and California Voting Rights Act transitions for dozens of community college districts. Shigetani's role will be to help administer the consultant team and serve as an administrative point of contact for city staff. Jacob Thompson -Fisher - Support Personnel Chief Technical Officer with Redistricting Partners and contract consultant to organizations on demographics, modeling, analytics and data management. Thompson -Fisher's role will be in the collection, analysis and design of demographic datasets to be used by the County of Orange and the public, managing and maintaining the software infrastructure for the County of Orange, assist in data management and line drawing, and working with the city staff on any technical aspects of GIS files, data, or other software or hardware issues. Page 112 Saishruti Adusumilli -Support Staff Political Science and Computer Science student at the UC Davis College of Letters and Sciences and new staff person with Redistricting Partners. Adusumilli's role will be to participate in the conducting of hearings and community outreach meetings and work with other consultants and staff on technical aspects of the redistricting as needed. Resumes of all team members are in Attachment K. Redistricting Partners is prepared to sign the City's Agreement for Professional Services should we be successful in being awarded the contract with the City. Page 113 REDISTRICTING VB PARTNERS Section 3. Work Plan/Technical Approach Redistricting Partners will attend all meetings and facilitate the process of establishing the workplan and timeline for creating new district boundaries for the City of Burlingame. One clear issue out of our control is the possible extension of the Census and the changing timelines due to the release of the within the Public Law 94-171 Redistricting Data File (PL 94-171). Normally, this dataset is normally released in California by March 31s' each year after the census. However, due to the COVID-19 pandemic and delays in the census, the timing of the release of the PL 94-171 is not known at this time and could be as late as July 31s' of 2021. It is our recommendation that the City prepare now as if the data will be released by March 31st, given that a stall of the legislation in the US Senate could still require the data to be released by that date. As we learn more about any delay in the data, potentially to as late as July 31, 2021, we can work with the city and council members to adjust these dates. If the data does come later in the summer, the City would likely benefit from having some initial outreach hearings prior to the data being released in order to ensure that a delay in the data does not constrict your timeline for completing the redistricting. Below is a suggested timeline with an expectation of a March 31st Census release: lanuary 2021: Initial Outreach Hearing - Presentation from Redistricting Partners and public input on communities of interest. February 2021: Second Outreach Hearing - Duplicate presentation from January, more opportunity for pre -map public input on communities of interest. Presentation from the public of any maps identifying communities, discussion of preferences of neighborhoods, geographic or other city features that should be considered in drawing of public plans. March 2021 Optional Community Meeting to show mapping tools. Training for the public on how to submit their own map. Post -Census Release Meeting 1: Release of first draft maps 7 days prior to hearing. Hearing with public input on draft plans with any input from council or public on proposed changes. Post -Census Release Meeting_2: Release of any second draft or revised maps 7 days prior to hearing. Hearing with public and council input with goal of having Page 114 council select a single map that will be the final map to go to a vote at the final hearing. Final Hearing: Final map released with any changes 7 days prior to the hearing. Public council meeting with final Up/Down vote on the plan as it was made public without any substantive changes.' This timeline is consistent with the Fair Maps Act which emphasizes a strong engagement with the public and identification of communities of interest prior to the drawing of potential district lines. This engagement with the community around areas of common interest prior to the release of potential maps allows for a more robust participation with the public. We have found that the discussions around community of interest can come to an end, or shift dramatically, once a line is introduced. As community members are engaged, we will expect to have a robust process of engaging the public in both using mapping and data to develop community of interest testimony and the drawing of actual district maps. While it is not discussed in the RFP we will suggest that the City include an online line - drawing software for the public to utilize for this process. Generally, we recommend or even prefer in -person mapping options, however in this climate we would likely find that participation in these kind of in -person activities would be problematic. For the past decade we have been working with staff at Caliper Corporation and have been engaged with them on implementation of their new Maptitude Online Redistricting program to facilitate public mapping of district options. With this or another public software we should be able to engage the public, conduct training on the system, and ultimately receive valuable input on potential lines. Additionally, we can establish a way for the public to submit comments on their communities of interest either through descriptive means, or by using physical drawings submitted to the city. We recommend the city provide a way for the public to easily email, mail, or drop off potential mapping plans throughout the redistricting process. Whether done online or by hand, all mapping options submitted by the public have 1 Non -substantive changes could be something like adjusting a census block boundary to align to a precinct in a way that does not change the population of any of the districts, but merely allows the boundaries to work better for elections administrators. Page /15 value. A map does not have to be perfect to tell a story about how a member of the public views their community, and how they would choose to make tradeoffs between the different factors in redistricting. What is important is that residents have an opportunity to tell their story about their city and we provide the tools and opportunities to do this. Public engagement, if successful, also needs to be organized and analyzed in order to inform the city and their line drawing process. Every plan that is submitted, whether through the online system, or drawn on a napkin, will become a part of the official input. Each will be logged, given a number, be analyzed for measures like population equality and reproduced in the mapping software so they can be understood by the same metrics as any other plan. By treating every plan equally, we are also able to provide the City of Burlingame with the tools to discuss the pros and cons of different mapping options. This includes being able to work to incorporate elements of public plans or being able to communicate to the public why a plan does not meet the criteria set forth in state or federal law. The mapping alternatives will be produced and stored in a way that the council, or members of the public can view in one of three ways: 1) PDF Maps - these are user friendly and print, generally on an 8.5x11 format. They don't provide street -level detail but can be helpful in understanding the general outlines of district plans. 2) Online / Google Maps - these are online maps which allow the viewer to zoom in on a map, search for an address, or bring up features, like streets and satellite images, to better understand where district lines land. 3) GIS files - shapefiles and data that can be used by GIS experts, organizations with technical skills who will want to import the raw data into their own systems for analysis. As we have done in other redistrictings, the final plan will be presented to the City staff and the council with a narrative, describing the source of the map, how it was developed, the communities of interest that were considered in the construction of each district, and what tradeoffs were considered as the City of Burlingame sought to equitably create the election district boundaries. After completion of the redistricting process we work with the County Registrar and their elections staff to ensure all relevant data on the jurisdiction lines are submitted and incorporated for the next election. Page 116 The core staff of Redistricting Partners (listed below) have worked together on redistricting during the 2010 cycle in various roles, and are looking forward to working together on a full time basis on the 2020 cycle. Key Personnel Name Title Years of Experience Length With Firm Paul Mitchell President 20+ years 10 years Jacob Thompson Fisher Vice President 20+ years 10 years Kimi Shigetani Chief Administrative Officer 20+ years 1 year Outreach Planning As a redistricting firm we have worked with dozens of agencies on their outreach plans and with their communities. This is a critical piece of the redistricting process. For the purposes of this proposal, we would recommend a firm, like Imprenta, which has significant experience working with the Asian Pacific Islander community and has done specific outreach around the US Census and other governmental engagement with the public. It would be our suggestion that the city work with Imprenta to come up with a scope of work that will allow them to supplement your own internal capacity for in -language outreach, community engagement, and communication regarding the redistricting process. We have included Imprenta's resumes and background to this proposal. Section 4. Sub -Contractor Background Page 117 Section 5: Compensation and Pricing The costs for this redistricting project include several fixed elements, with a total cost for our services. BUDGET Full City of Burlingame Driven Redistricting Process. Attending staff planning meetings, City of Burlingame hearings, assisting staff in preparation of outreach meetings and reports. Working with staff on communications strategies and media, if requested. Creation of mapping options, evaluation of publicly drawn maps, analysis of voting rights act and compliance with other laws and traditional redistricting criteria. Overseeing all subcontractors at the direction of the City of Burlingame and staff. Assisting City of Burlingame with final map and council reports. Additional duties as required. Principal Staff. Paul Mitchell Cost: $30,000 Technical Staffing. Implementation of mapping software and online mapping tool, serving as the main point of contact for technical support for city staff, City of Burlingame and the public. Employment of GIS and data analysis software, data management. Principal Staff. Jacob Thompson Fisher Cost: $10,000 Support and Administration. Point of contact for city staff, assistance with scheduling of hearings, working with staff on facilities and materials for outreach and supervisor meeting implementing scheduling and communication tools between city staff Page 118 consultants and subcontractors. Principal Staff. Kimi Shigetani Cost: $5,000 Total Redistricting Cost: $45,000 Projected additional Outreach. In addition to the regular presentations and outreach embedded in the redistricting process, specific outreach to impacted communities could be reinforced through the use of a qualified and experienced subcontractor. We are happy to work with the city on determining what these additional services will be and an appropriate contract, or subcontract, with Imprenta or another qualified firm. Recommended subvendor: Imprenta Cost: $15,000 Potential In-Language/Ethnic Outreach Cost: $15,000 Consultants and staff each have billable costs based on their experience and the value they bring to this project. The hourly rate for staff beyond the primary consultants is based on their position, and over the course of the contract different individuals can be assigned to each staff level. Hourly Rate On -Site Day Rate Paul Mitchell $375 $4,500 Technical Staff $185 $2,220 Administrative Staff $185 $2,220 Support Staff $85 $1,020 The full budget for this redistricting proposal is based on the following breakdown. However, multiple staff will support, so there is not a one-to-one relationship to the hourly or on -site day rate of that consultant to the cost of completing each set of Page 119 (�)(S) REDISTRICTING ST PARTNERS deliverables. Page 120 Attachment A —Referenced Documents enterprise YOLO COUNTY NEWS The citys demographer has added seven -district maps to the five -district versions already proposed for future City Council elections. All 10 maps, as well as demographic data for each, can be viewed at https://www.cityofdavis.org/districts. Ur.,d NMS City council to choose from 10 draft district maps By Anne Ternus-Bellamy The Davis City Council will have a total of 10 draft maps to choose from next week as they prepare to transition the council to district elections, and half of those maps would land current council members in the same district. Demographer Paul Mitchell of Redistricting Partners created five additional draft maps following feedback received at last week's City Council meeting, including one new five -district map and four new seven -district maps. All told, four of the maps have five districts and six of the maps have seven districts. Under district elections, voters in each district in the city will elect a resident of that district to the City Council, unlike the current system where all council members are elected by the community at large. Current Council members Dan Carson and will Arnold said during last week's meeting that they favor five districts while Mayor Pro Tem Gloria Partida and Councilman Lucas Frerichs said they prefer seven. Without tipping his hand, Mayor Brett Lee noted that the upcoming meeting, when a final decision will be made, will be a bit of a cliffhanger. Also to be determined Tuesday: sequencing for upcoming elections — specifically, which council seats will be up for election in November 2020 and which in 2022. City staff have prepared sequencing proposals for each of the 10 maps, all of which would ensure the East Davis and west Davis districts that Partida and Carson reside in would not be on the ballot until 2022. Partida and Carson were both elected in 2018 and would not have been up for re-election until 2022 under at -large elections, unlike Arnold, Frerichs and Lee, all of whom would have been up for re-election in March 2020 had the council not voted to switch tc district elections. Prior to that vote, Lee and Frerichs said they planned to seek re-election while Arnold had not announced his intentions. The final map the council chooses Tuesday will determine whether any of them will end up in the same district and have to run against each other. Page 121 Keeping it honest According to city staff, Mitchell specifically asked not to be told where current council members live before drawing the maps. The result: in all four of the five -district maps Mitchell created, current council members end up in the same district. Specifically, in options 1, 2 and 3, Lee and Frerichs would be in the same district, while Option 4 has Arnold and Lee in the same district. In all of those five -district maps, Partida and Carson are alone in their districts. The seven -district options provide more breathing room to current council members. All current council members would be in separate districts in every map but one — Arnold and Lee would be in the same district in Option 5. Meanwhile, the only challenger to come forward so far — Dillan Horton —would be in the same district as Arnold in all but one map — the seven -district, Option 5 map — and share the same district as both Arnold and Lee in the five - district, Option 4 map. It remains to be seen whether the impetus for switching to district elections — a legal threat under the California Voting Rights Act claiming the city's at -large elections result in racially polarized voting — will result in any changes. when woodland attorney and former Yolo County supervisor Matt Rexroad notified the city he had two potential plaintiffs prepared to sue the city if it did not switch to district elections, he cited data showing racially polarized voting in Davis. 'Polarized' Racially polarized voting is defined as voting in which there is a difference "in the choice of candidates or other electoral choices that are preferred by voters in a protected class (a group of voters who are members of a race, color or language minority) and in the choice of candidates and electoral choices that are preferred by voters in the rest of the electorate." Rexroad contended that recent election data shows Latino candidates have performed better in Davis precincts with higher percentages of Latino voters and less well in precincts with lower percentages. Similarly, he said, white candidates perform better in Davis precincts with a higher percentage of white voters. "Voting within Davis is racially polarized, which has resulted in minority vote dilution," Rexroad said at the time. "Davis' minority voters have not had proper representation on the City Council because of the at -large election system. Thus Davis at -large elections violate the California Voting Rights Act." But under the draft maps the council will choose from on Tuesday, just one district in one of the 10 maps would not have a majority white population. District 2 in the seven -district, Option 5 map, based on estimated population from the American Community Survey, would be 49 percent white; 33 percent Asian; and 16 percent Latino. All other districts in all other maps would be majority white. Currently the five -member Davis City Council has one Latina member (Partida) and one Asian -American member (Lee) while the city's demographic data from 2015 shows Latinos comprised 13.4 percent of the city's population and Asians 21.7 percent. Additionally, Partida and Lee were the top vote -getters citywide in their respective elections. And while district elections may or may not change change the racial make-up of the council, members of the public who spoke during last week's council meeting hope they do give students and renters a seat on the council. For that reason, a number of students at the meeting urged the council to adopt a seven -district map where renters would make up a super majority (between 70 and 80 percent) in some of those districts. However, as several people noted during the discussion last week, students and renters tend to move more frequently than homeowners. And under the law, any elected council members who move to another district within the city while in office would have to relinquish their seats. At last week's meeting, council members were also urged to keep historic neighborhoods intact. Several residents of Old East Davis noted that their neighborhood was divided among districts in the early draft maps. That concern was addressed in the new maps published this week. All 10 maps, as well as demographic data for each, can be viewed at https://www.cityofdavis.org/city-hall/city- clerk/elections/district-elections Page 122 Members of the public can weigh in on the maps by emailing comments to districts@cityofdavis.org or doing so in person at the Davis Farmers Market on Saturday — where the city will have a table from 10 a.m. to noon — or at Tuesday's City Council meeting. Following a public hearing at that meeting, the City Council will choose a district map that will be used for the November 2020 election. However, the city will have to go through the process again following the election, with results from the 2020 Census requiring a redistricting process that will likely alter district lines before the 2022 election. Read more. City Council urged to focus on students, renters in selecting district map Tuesday's hearing on the city's transition to district elections drew the greatest civic participation yet, with about 20 Davis residents weighing in during public comment on five draft district maps. Nearly half were students or recent graduates urging the council to choose a map with seven districts, as many as five of which would have ... Continue reading 0 Davis Enterprise 0 Comments Sort by Oldest Article can be found online at: https://www.davisenterprise.com/local-news/city- council-to-choose-from-10-draft-district-maps/ attachment/ seven -districts/ Page 123 a0REDISTRICTING ST PARTNERS tact Us I City Council I Agendas i Jobs ( StaffDirectory j Calendar I, Social Media avis Select Language ; Ci Hal • (jty Clerk ,� Elections» _ c: Elections MEETINGS Font Size0 m Q Share 8 Bookmark Feedback i Print District Elections Documents and information from meetings related to the transition to district elections: City Council meeting of November 5, 2019 At their meeting on November 5, 2019, the City Council took the following action: • Adopted an urgency ordinance providing for the election of five members of the City Council by districts, establishing the boundaries and identification number of each district, and establishing the election order of each district. Meeting Documents: • Item 5 - District Election Ordinance (PDF) • View video of City Council discussion of Item 5 City Council meeting of October 22, 2019 At their meeting on October 22, 2019, the City Council took the following action: • Selected Five District Map Option 4 as the final map, and assigned district election sequencing: Districts 2, 3, and 5 in 2020; Districts 1 and 4 in 2022. View the map (PDF). Meeting Documents: • Item 7 - Staff Report - District Elections Draft Maps and Mar? Selection (PDF) • Item 7 - District Elections Draft Maps Demographer Presentation (PDF) • View video of City Council discussion of Item 7 City Council meeting of October 8, 2019 At their meeting on October 8, 2019, the City Council took the following action: • Provided direction to draft additional maps for consideration on October 22, 2019. Meeting Documents: Item 7 - Staff Pe - ort - District Elections Draft Ma (PDF) District lections• .t •-u•• - • •• View Interactive Online Versions• - u.• Community Workshop on September 21, 2019 A Community Workshop was held on Saturday, September 21 at the Davis Senior Center. Over 30 members of the community attended the workshop. The demographer made presentations on the districting process, and attendees were invited to draw district maps. Workshop Materials: • DemogLa-pher's Community Workshop Presentation (PDF) • Maps drawn by workshop-participant5 Frequently Asked Questions Background and Reference Information Community of Interest Worksheet Maps o Meetings Page 124 Attachment B — Sub -Vendor Background ABOUT IMPRENTA Founded in 2001, Imprenta is an award -wining public affairs, ethnic marketing and communications firm with strong ties and a deep understanding of California. Imprenta is 100% minority -owned and operated and have expertise reach all the diverse audiences that comprise the demographic make-up of the City. We are a full -service communications firm which is one of the largest public relations agencies in Los Angeles, and in 2015, Inc Magazine recognized us as one of the Fastest Growing Companies in America. Despite our size and rapid growth, we are a boutique agency which is nimble and provides personal attention to our clients. Furthermore, Imprenta has won more than 100 individual awards for public education and community engagement campaigns and producing compelling creative materials. With a professional staff of nearly 20 communications and public outreach specialists, we have relationships with local elected officials, community and business leaders, associations, civic groups and key influencers throughout California to hit the ground running. We seek to inform and make an impact. PROJECT TEAM • Ronald Wong, Present and CEO: will serve as Senior Advisor • Joe Zago, Senior Vice President: will serve as Account Manager • Mandy Xu, Account Director: will serve as Digital Strategist and Media Buyer • Julio Esperias, Account Manager: will serve as Latino Community Outreach Specialist • Wilson Truong, Account Manager: will serve as Asian Community Outreach Specialist • Pranett Chhunpen, Account Coordinator: will serve as Project Coordinator RELATED EXPERIENCE 2020 Citizens Redistricting Committee I California State Auditor Imprenta has been supporting the California State Auditor's office in conducting broad, statewide outreach regarding the opportunity for eligible Californians to serve on the 2020 Citizens Redistricting Commission since March 2019. Our outreach activities were conducted amongst the Asian Pacific Islanders (APIs) community to encourage Page 125 application for the Citizens Redistricting Commission, which includes outreach to over 30 statewide API CBOs, earned media pitching to hundreds of Chinese, Filipino, Korean, Vietnamese, Hmong and Khmer TV/radio/print/digital media outlets, tabling at local community events, securing speaking opportunities at stakeholder events, as well as social media amplification with API partners. Fair Redistricting I Advancement Project California Advancement Project partnered with CA Common Cause and co -convened the Redistricting California Collaborative. Imprenta created the coalition's digital outreach platform ReDrawCA.or website as well as bilingual Spanish collateral materials including social media content, digital toolkit and brochure to encourage application to the 2020 Citizens Redistricting Committee. Census Policy Advocacy Network (CPAN) I Advancement Project California The Census Policy Advocacy Network (CPAN) is a collaborative effort among multiple statewide organizations in California to help shape policy concerning the American Community Survey and the 2020 Census. Imprenta worked with CPAN in supporting their rapid response, earned media and social media needs. We created outreach and communication collateral that aims to educate policymakers and community leaders about the government investment and sound policies needed to ensure a fair and accurate census in 2020. The Los Angeles Regional Census Table I Advancement Project California Advancement Project California partnered with the California Community Foundation to convene the Los Angeles Regional Census Table (LARCT), a group of community - based and other nonprofit organizations dedicated to reaching hard -to -count populations in the upcoming decennial census. Imprenta created social media content and toolkit to promote LARCT's regional meetings across LA County. Page 126 Attachment C — Resumes Resumes begin on next page. Page 127 Paul Mitchell 3400 Adams Rd Sacramento, CA 95864 EXPERIENCE Paul@redsitrictingpartners.com (916) 612-8686 Owner, CEO, Redistricting Partners 2010- Present Created and run redistricting and data consulting business focusing on California cities, community colleges and state legislative and congressional districts. Featured speaker at local government and statewide conferences on demographics, data and elections. Vice President, Political Data Inc 2012- Present Lead a bi-partisan voter data company based in California, servicing clients ranging from the California Democratic Party to the California Republican Party, candidates for elected office, ranging from Governor to local school board, local and statewide ballot measures, and other. Primary data management is in polling samples for internal and public polling, including the UC Berkeley IGS/ LA Times polling, and conduct polling for Capitol Weekly. Nationally recognized expert on voting behavior and data analysis. EdVoice Chief Financial Officer, 2004-2008 Director of operations for large statewide education reform organization, leading political and policy efforts in statewide and local government. Chief of Staff, Assemblywoman Nicole Parra 2003-2004 Directed staff for Assemblywoman in a Central Valley district, overseeing state legislative office and multiple district offices and staff. Director, Tobacco Free Nonprofit, 2003 Ran organization focused on increasing the smoking age to 21. Chief Consultant, Assembly Higher Education Committee 2000-2002 Policy consultant to the State Assembly Committee, drafting bills, working with advocacy groups, managing the legislative process. Was a significant leader in two major public policy efforts, the advancement of a statewide bond measure with an increased apportionment of funds to community colleges, and worked within the Assembly on AB540 (Firebaugh) which in later years came to be known as the original "Dream Act." Governmental Relations Staff, California Medical Association, IL998-1999 Created and implemented grassroots strategies for physician community in California. EDUCATION Associates Degree, Orange Coast College, 1995 Bachelor of Arts Degree, Magna Cum Laude, American University, Washington DC, 1997 Communications, Legal Institutions, Economics and Government (CLEG) Masters Degree in Public Policy, USC School of Public Affairs, 1999 Kimi Shigetani Email: kshi etani &amail.com Tel: (206) 601-0803 Lincoln, CA Linked In:www.linkedin.com/in/kimi-shigetani Summary Professional with over 20 years experience in leadership roles, education and program development, association and nonprofit management, conference and event planning and management, nonprofit management and a proven ability to engage and develop relationships with diverse groups. Experience California Advocates Management Services, Sacramento CA Senior Account Executive/Executive Director 2017- present -Worked with volunteer board to move association forward in membership and legislation -Developed and managed multiple conferences and events on a statewide basis -Developed and managed continuing education courses and event specific courses -Managed association finances and budget, marketing, board development, also managed PAC and Foundation as ancillary groups California State University Sacramento, Sacramento, CA Project Manager 2016-2017 -Directed and organized work for grants focused on decreasing remediation in math for college freshman at CSUS and at area community colleges -Developed collaborative relationships with five area community colleges, CSUS staff and faculty, County Offices of Education and K12 school districts within CSUS service area -Orchestrated development and execution of multiple intersegmental agreements within grant terms -Represented CSUS at area meetings Community College League of California, Sacramento, CA Vice President 2007-2016 Statewide association representing all 114 Community Colleges in California, focused on meeting the diverse needs of all colleges, students, staff and administrators. -Maintained and developed relationships with community colleges statewide, President, Chancellors, locally -elected boards, state offices, vendors, affiliate groups and other system stakeholders. -Developed programs and best practices around emerging issues such as Redistricting, budget issues and facilities issues -Developed marketing and education platforms for diverse audiences on emerging issues -Planned, managed and executed statewide events, conferences, leadership development events and exhibit halls. Director, District Services -Managed and developed multiple and diverse programs for statewide association focused on assisting community colleges within the state of California. -Developed relationships with vendors, college Presidents/Chancellors, college administrators, and other college focused associations and consultants. -Managed board of directors for programs, request for proposal processes and advisory board for general guidance. -Program revenues produced 30-40% of overall agency budget, with a 30% increase in corporate partner program Snohomish County Workforce Development Council, Everett WA 2002-2007 Contracts and Compliance Director -Supervised staff encompassing $6 million overall program budget. -Conducted best practice survey of national Employment and Training programs -Worked independently with multiple contractors, businesses and state agencies on compliance issues and contracts, providing and implementing technical assistance through rapidly changing federal landscape and other political considerations. -Supervised performance driven contracts, streamlined contract tracking processes, developed and moderated Request for Proposal, Request for Information, and Request for Concept Paper processes. Certification and Compliance Manager -Brought multiple stakeholders together to develop policies and procedures as they related to federal programs and current need, monitored federal programs for compliance issues. -Developed and managed two nationally recognized award winning federal programs focused on individuals with disabilities and Veterans. -Wrote and managed multiple federal employment and training contracts for 2003 and 2004. -Developed and marketed products for programs, including statewide dissemination. Youth Account Executive -Coordinated efforts between schools and previous School to Work program to help re-establish web based database for employment and work based learning opportunities for youth within county. -Organized county wide events regarding employment and labor market data. -Aided other units in modifying existing contracts, writing new contracts and developing policies around Workforce Investment Act programs. -Participated in Career Technical Education groups with area high schools. King County & Shoreline Community College Partnership, Shoreline WA 1999-2002 Site Manager, Learning Center North -Developed and opened new learning center for youth. -Marketed and managed new center, including recruitment of participants, developed program goals, criteria and data gathering. -Supervised diverse staff working for multiple agencies. -Developed and maintained positive relationships with One -Stop employment center partners, community colleges, businesses and community based organizations. -Created compliance monitoring system for multiple partners within Consortium. Education -Master of Arts in Education, Antioch University, Seattle WA -Bachelors of Science in Psychology, Washington State University, Pullman WA Jacob Thompson -Fisher (650) 255-6454 1 Jacob.ThompsonFisher@gmail.com Qualifications -Great communication skills -Positive, proactive approach to problem solving -Intuitive grasp of statistical tracking methods -High aptitude for motivating people -Superb performance under pressure -Superior coaching and training ability -Unfaltering integrity -Open-minded to new ideas -Versatile and inventive -Intimate knowledge of modern information technologies -Multi-disciplinary programming experience -Exceptional non -linear logic building skills Relevant Experience Chief Technical Officer — Redistricting Partners Jan. '19 - Current -Performs systems analysis and design for demographic data projects -Builds and maintains software infrastructure -Designs and implements in-house software -Performs district line drawing and specification compliance tasks -Manages hardware infrastructure Principal —Jacob Thompson -Fisher Consulting Dec.'15 - Current -Built modeling tools for clients -Assisted clients in constructing voter contact targets -Planned client contact strategies -Worked with subcontractors to meet client hard needs Director of Online Tools — Political Data Inc. Jul. '12 - Dec. '15 -Managed development of emerging tools -Salved one-off client data problems -Performed complex data analysis to provide campaigns with pertinent advice -Assisted campaigns and consultants in developing voter contact strategies Principal Data Specialist — Redistricting Partners Jul. '11- Jul. '12 -Performed high level demographic data analysis -Programmatically assessed candidate electability under varying conditions -Developed modeling protocols to identify areas of demographic disenfranchisement -Designed visual representations of analyzed data for both public and internal use Constituent Liaison — Office of City Councilmember Kevin McCarty -Aided in the deployment of an electronic media campaign -Developed detailed understanding of local constituencies and jurisdictions -Employed varying strategies to interact with overlapping representations Other Experience Alyson Huber for State Assembly Jul. '10 - Nov. '10 Deputy Campaign Manager -Designed and implemented highly precise demographic targets -Used a multitude of techniques to track Campaign results -Planned field focused methods to individualize campaigning Kevin McCarty for State Assembly Feb. '10 - Jun. '10 Deputy Campaign Manager -Managed groups of volunteers and directed canvasser traffic -Oversaw data management for a dedicated grassroots campaign Goodwill Industries Of San Francisco, San Mateo, and Marin Counties Aug. '08 - Jan. '10 Store Manager -Managed inventory flow for a store with a gross annual business of $3.5 million. -Scheduled and staffed for an aggressive approach to retail -Recruited and developed new talent -Managed training systems for a diverse trainee staff -Created and enacted protocols to reduce inventory shrink (loss/theft) -Emplaced progressive, targeted merchandising to increase sales -Successfully employed excellent customer service to resolve an extraordinary variety of issues American Red Cross, Bay Area Chapter Sept. '05 - Oct. '05 Staff Service Shelter Manager -Tracked resident billeting and job assignments -Handled intra-shelter communications for a residency averaging 100 persons -Deployed equipment recovery tasks, Le.: missing rental cars -Gained invaluable life experience References Available Upon Request SAISHRUTI (SHRUTI) ADUSUMILLI 2131 Arlington Way I San Ramon, CA 94582 1925-678-0511 I sadusumilli@ucdavis.edu EDUCATION University of California, Davis 2019-2023 First -Year Political Science and Computer Science student at the UC Davis College of Letters and Sciences Dougherty Valley High School 2015-2019 Secretary and Treasurer of FemEquality, TEDxDoughertyValleyHS Speaker and Mentor, School Site Council Representative, California Scholarship Federation, and National Honor Society WORK EXPERIENCE City of San Ramon Parks and Community Services Commission July 2018 - June 2019 Student Commissioner • Attended monthly commission meetings and stakeholder meetings for the 10-Year Master Plan to represent the teen and student population • Reported on the City of San Ramon Teen Council monthly meetings during committee reports • Provided an annual report on Teen Council business to the commission as well as to the City Council Associated Students of UC Davis September 2019 - Present K-12 Education Project Manager and Academic Senate Student Representative • Manage a team of students for the Davis K-12 Project, which facilitates greater educational opportunities for K-12 students in the Davis area by bringing together various student and city organizations, along with student body volunteers, to engage with and tutor young minds • Act as an ASUCD liaison to the Academic Senate, the University of California's faculty government, on the Information Technology, Affirmative Action and Diversity, and Undergraduate Council committees LEADERSHIP Ladki Love February 2017 - Present CEO, Co founder, and Director of Publicity • Co-founded the 501(c)(3) and 509(a)(2) organization and laid the foundations for the ambassador program, online store, and blog • Allocate tasks to 3 other board members on everything from financial to legal responsibilities • Manage the website as well as all social media and outreach for the organization City of San Ramon Teen Council August 2016 - May 2019 Council Member and 2018-2019 Chair • Three term member of the council and former liaison to Social Media Commission • Advised various city departments on teen events and programs • Led monthly meetings according to parliamentary procedure and managed standing subcommittees as council chair Ro Khanna for Congress September 2016 - November 2016 Intern • Canvassed and phone -banked weekly to increase voter engagement and to promote grassroots campaigns and the elimination of special interest PAC money in political campaigns • Learned about which methods were most and least effective to increase initial candidate recognition SKILLS Language Skills: Telugu (Fluent) & Spanish (Intermediate), Tech Skills: Python, Video and Photo Editing, Portrait and Event photography, RSS Feeds, HTML & CSS, Graphic Design, Microsoft Office Suite, and Social Media Marketing Imprenta PROJECT TEAM • Ronald Wong, Present and CEO: will serve as Senior Advisor • Joe Zago, Executive Vice President: will serve as Project Manager • Katreena Salgado, Senior Vice President: will serve as Creative Director • Mandy Xu, Account Director: will serve as Digital Strategist and Media Buyer • Julio Esperias, Account Manager: will serve as Latino Community Outreach Specialist • Wilson Truong, Account Manager: will serve as Asian Community Outreach Specialist • Pranett Chhunpen, Account Coordinator: will serve as Project Coordinator RESUME RONALD W. WONG, President & CEO Ron is a recognized expert in management, strategic planning, communications, and marketing targeting diverse communities. He has developed and executed communications strategies, media relations, marketing, and public education campaigns for Fortune 500 companies, government entities, elected officials, candidates, initiatives and causes. With nearly three decades of experience, Ron has unrivaled relationships with key opinion leaders, business executives and elected officials. CAREER HIGHLIGHTS: PRSA 2018 PR Professional of the Year PR News "Diversity Awards — Individual of the Y ear 2016" ® Advise C - suite executives on communications, marketing, and political strategies ■ Guided the strategic planning process to develop organizational branding and marketing plans ® Political advisor to prominent elected officials, private and public sector executives ■ Served in President Clinton's Administration and senior staff to Governor Gray Davis Ron received a Bachelor of Arts degree in Political Science from the University of California, Los Angeles. He is a recipient of the Sloan Foundation Fellowship at the University of Washington, Graduate School of Public Affairs and participant in the UCLA Anderson School of Management, Management Development for Entrepreneurs graduate program. JOE ZAGO, Executive Vice President ■ Managed multi -million -dollar campaigns ■ Media, Communications and Public Affairs professional with 25 years of experience ■ In -language media outreach, crisis communications and community engagement ■ Organized special events, public presentations, and developed English and in -language collateral materials, broadcast and print advertising Based in Sacramento, Joe manages all client deliverables, budgets and overall campaign implementation for the firm's many clients. He has nearly 25 years of experience managing public affairs, community relations, marketing and public education campaigns. Joe has worked extensively in the Latino community particularly in Central Valley and Northern California. Joe leads Imprenta's communications, advertising, and outreach efforts for The California Endowment's Building Healthy Communities initiative — a 10-year, $1billion initiative seeking to change the odds for residents in 14 of the most underserved areas in California devastated by health inequities. As an experienced media professional, Joe worked on major community outreach, public education and public affairs campaigns for not -for -profit organizations, corporations and government entities, including Resources Legacy Fund, Pacific Gas & Electric Company, Statewide Zika, California Department of Insurance, California Community Colleges, and many others. Joe has executed and led all outreach and community relations, targeting the Latino community throughout California including the development of Spanish -language advertisements and collateral materials. Joe earned a Bachelor of Arts degree in English from the University of Southern California. KATREENA SALGADO, Senior Vice President, Creative Director ■ Strategic marketing professional with more than 20 years' experience ■ Led a strategic community outreach campaign that effectively neutralized and reversed the negative reputation of a community hospital ■ Received Top Women in PR 2014 award, by PR News • Led marketing, branding and media campaigns for hospitals and healthcare for over 15 years ■ Creative and communications strategy for numerous political campaigns ■ Won more than 25 Pollie Awards from the American Association of Political Consultants Katreena Salgado is a 24-year marketing communications and public affairs expert whose career took off when she decided to pursue an uncharted course rather than follow a planned path to a career in medicine. Katreena attended and completed media school, before pursuing her true creative passion of design and branding. This path allowed her to develop a unique point of view that combines the discipline of medical science and research, with the creativity of communications design and the focus of strategic marketing. As an outreach, marketing, and media strategist, Katreena's abilities to grasp the big picture, work collaboratively with others, and draw on a wide range of skills, give her teams a strong competitive advantage. Katreena has served in various senior leadership roles at major hospitals, including media spokesperson and public information officer, as well as head of public affairs and marketing where she focused on strategically developing hospital service lines to their highest potential. Katreena earned a Bachelor of Science degree in Biology from the University of Santo Tomas, Manila, in the Philippines. She also earned a Bachelor of Arts degree in Communications and Photography from University of California, Los Angeles. MANDY XU, Account Director Expertise in creative online digital marketing and advertising, design and development Extensive experience developing and executing social media strategies Bilingual, fully fluent in Mandarin Chinese Mandy is responsible for the planning and execution of client deliverables and needs. Mandy specializes in statewide APA and Latino outreach for projects that include local initiatives, state campaigns, environment justice, and healthcare access awareness. Specific project experience includes Covered CA, I Can Afford College, Los Angeles Community College District, Resources Legacy Fund, the California Endowment -Building Healthy Communities and many others. Mandy is Imprenta's digital marketing and advertising expert. She is well -versed in media relations, and strategic marketing and communications plan development. Mandy has managed various advertising and public relations campaigns, integrated marketing and social media campaigns, as well as analytical research on audience insights for clients. Mandy is an expert in Asian -languages marketing and advertising in both traditional media and digital outlets. She has a broad and deep network with Asian communities throughout California. She has over six years of agency experience developing and managing a proven track record of award -winning campaigns. She helped multinational corporations, Fortune 500 companies, statewide foundations, causes, and government entities achieve/ exceed their marketing and communications goals by delivering best -in -class results with strategic thinking and flawless execution. Mandy received a bachelor of arts degree in literature with a minor in economics from Fudan University, Shanghai, China. She received a master of arts in public administration from University of Southern California. JULIO ESPERIAS, Account Manager ■ Expertise in community engagement, grassroots organizing, digital and social media content, and political outreach ■ Experience in strategic communications, labor organizing, coalition building, public relations, and media relations ■ Expertise in Latino/Latina community engagement ■ Bilingual, fully fluent in Spanish Prior to Imprenta, Julio served as representative to a Los Angeles Councilmember, political organizer for a labor union and account manager for a public affairs and government relations firm. He leads Imprenta's communications, digital and social media content, and outreach efforts for The California Endowment and Santa Clara Valley Open Space Authority. Julio's relevant work includes digital and Social media campaigns, community engagement, marketing and in- language media outreach (Latinx), and public affairs campaigns for Santa Clara Valley Open Space Authority, Voters First, State of California, Department of Motor Vehicles REAL ID, and the City of San Gabriel. Julio earned a bachelor's degree in Legal Studies from the University of California, Santa Cruz. WILSON TRUONG, Account Manager ■ Experience in community outreach, digital and social media content, and event planning ■ Expertise focusing on the Asian Pacific Islander (API) Communities with specific skills in digital and social media, marketing and communications, government affairs, and community outreach. ■ 8+ years with Imprenta Communications Group Wilson implemented grassroots communications plan including targeting Chinese language digital, social and mainstream media for Metro 710 Extension to reach APA community leaders, organizations, and the greater APA population in the San Gabriel Valley. He managed external communications, website content, social media assets, and email correspondence to exceed goal of 20,000 attendees for Downtown Los Angeles Art Walk. RELEVANT WORK: Public relations, digital and social media content, community engagement/outreach, marketing and in - language media outreach campaigns for the following: • The California Endowment -Building Healthy Communities • California Department of Public Health - Zika Campaign • Covered California • 1 Can Afford College - California Community Colleges • Department of Industrial Relations — Wage Theft is a Crime • California Department of Public Health — Zika Campaign • California Fire Foundation Wilson receives University of California, Los Angeles, BS Psychology with a minor in Public Policy. PRANETT CHHUNPEN, Account Coordinator ■ Experience in drafting all press documents including media advisories, op-ed and letters to the editor ■ Expertise in drafting social media toolkits, email and website copy ■ Supports grassroots outreach, media pitching, media roundtables, events and other client activities. Pranett is an Account Coordinator at Imprenta, assisting with accounts on a day-to-day basis. She creates social media, email, and website copy for a variety of clients and assists with drafting all press documents including media advisories, op-eds, and letters to the editors. Pranett is also well versed in social media strategy, grassroots efforts and event outreach. Pranett supports a number of engagements, including the following: • The California Endowment -Building Healthy Communities • Dr. Tony Iton Social Media • Refuge Legacy Fund • Department of Motor Vehicles — REAL ID • 1 Can Afford College • Advancement Project CA • Energy Upgrade California Pranett graduated from California State University, Dominguez Hills with a Bachelor of Art's degree in Political Science. HOURLY RATE • Ronald Wong, President & CEO $170/hour • Joe Zago, Executive Vice President $150/hour • Katreena Salgado, Senior Vice President $140/hour • Mandy Xu, Account Director $110/hour • Julio Esperias, Account Manager $100/hour • Wilson Truong, Account Manager $100/hour • Pranett Chhunpen, Account Coordinator $80/hour *This reflects a heavily discounted rate for nonprofit and government entities. Imprenta is committed to the public good. We are focused on helping clients who share our mission of empowering communities of color by giving them a voice and communicating to them in ways which respects their diversity and understands their culture. This project is definitely in -line with Imprenta's goals and we are committed to seeing this campaign done well. &�� REDISTRICTING ST PARTNERS Attachment D — Acknowledgments Agreement for Professional Services Redistricting Partners are prepared to sign the Agreement for Professional Services unaltered should we be successful in being awarded the contract. Insurance Requirements Before beginning any of the services or work called for by any term of this Agreement, Redistricting Partners, at its own cost and expense, shall carry, maintain for the duration of the Agreement, and provide proof thereof that is acceptable to the City, the insurance specified by Exhibit B of this RFP. Page142 AGREEMENT FOR PROFESSIONAL SERVICES BETWEEN THE CITY OF BURLINGAME AND REDISTRICTING PARTNERS THIS AGREEMENT is by and between REDISTRICTING PARTNERS ("Consultant") and the City of Burlingame, a public body of the State of California ("City"). Consultant and City agree: 1. Services. City wishes to obtain the services of Consultant to convert elections from at -large to districted under the California Voting Rights Act. This will include community engagement, three community outreach hearings, data gathering, line drawing, maps presentations, subcontractor coordination, two post -Census release meetings, and a final public review meeting, as well as regular planning meetings and weekly updates with City staff. In addition, Consultant shall manage community outreach and mapping software sub -consultants in furtherance of the City's goal to ensure San Mateo County approves the City's transition to district elections by the 2022 election. The complete scope of the Services Consultant shall provide is set forth in Exhibit A, attached hereto and incorporated herein. 2. Compensation. Notwithstanding the expenditure by Consultant of time and materials in excess of said Maximum compensation amount, Consultant agrees to perform all of the Scope of Services herein required of Consultant for $77,000, including all materials and other reimbursable amounts ("Maximum Compensation"). Consultant shall submit five (5) invoices in the amount of $9,000 each, at the conclusion of the following project milestones: Initial Outreach Hearing, Second Outreach Hearing, Post -Census Release Meeting 1, Post -Census Release Meeting 2, and Final Hearing. All bills submitted by Consultant shall contain sufficient information to determine whether the amount deemed due and payable is accurate. Bills shall include a brief description of services performed, the date services were performed, the number of hours spent and by whom, a brief description of any costs incurred and the Consultant's signature. 3. Term. This Agreement commences on full execution hereof and terminates upon approval from the San Mateo County Elections Office that the City has transferred to district elections in time for the 2022 election. unless otherwise extended or terminated pursuant to the provisions hereof. Consultant agrees to diligently prosecute the services to be provided under this Agreement to completion and in accordance with any schedules specified herein. In the performance of this Agreement, time is of the essence. Time extensions for delays beyond the Consultant's control, other than delays caused by the City, shall be requested in writing to the City's Contract Administrator prior to the expiration of the specified completion date. 4. Assignment and Subcontracting. A substantial inducement to City for entering into this Agreement is the professional reputation and competence of Consultant. Neither this Agreement nor any interest herein may be assigned or subcontracted by Consultant without the prior written approval of City. It is expressly understood and agreed by both parties that Consultant is an independent contractor and not an employee of the City. 5. Insurance. Consultant, at its own cost and expense, shall carry, maintain for the duration of the Agreement, and provide proof thereof, acceptable to the City, the insurance coverages specified in Exhibit B, "City Insurance Requirements," attached hereto and incorporated herein by reference. Consultant shall demonstrate proof of required insurance coverage prior to the commencement of services required under this Agreement, by delivery of Certificates of Insurance and original endorsements to City. Except in the case of professional design/errors and omissions insurance, the City shall be named as a primary insured. 6. Indemnification. Consultant shall indemnify, defend, and hold City, its directors, officers, employees, agents, and volunteers harmless from and against any and all liability, claims, suits, actions, damages, and causes of action arising out of, pertaining or relating to the negligence, recklessness or willful misconduct of Consultant, its employees, subcontractors, or agents, or on account of the performance or character of the Services, except for any such claim arising out of the sole negligence or willful misconduct of the City, its officers, employees, agents, or volunteers. It is understood that the duty of Consultant to indemnify and hold harmless includes the duty to defend as set forth in section 2778 of the California Civil Code. Notwithstanding the foregoing, for any design professional services, the duty to defend and indemnify City shall be limited to that allowed pursuant to California Civil Code section 2782.8. Acceptance of insurance certificates and endorsements required under this Agreement does not relieve Consultant from liability under this indemnification and hold harmless clause. This indemnification and hold harmless clause shall apply whether or not such insurance policies shall have been determined to be applicable to any of such damages or claims for damages. 7. Termination and Abandonment. This Agreement may be cancelled at any time by City for its convenience upon written notice to Consultant. In the event of such termination, Consultant shall be entitled to pro -rated compensation for authorized Services performed prior to the effective date of termination provided however that City may condition payment of such compensation upon Consultant's delivery to City of any or all materials described herein. In the event the Consultant ceases performing services under this Agreement or otherwise abandons the project prior to completing all of the Services described in this Agreement, Consultant shall, without delay, deliver to City all materials and records prepared or obtained in the performance of this Agreement. Consultant shall be paid for the reasonable value of the authorized Services performed up to the time of Consultant's cessation or abandonment, less a deduction for any damages or additional expenses which City incurs as a result of such cessation or abandonment. 8. Ownership of Materials. All documents, materials, and records of a finished nature, including but not limited to final plans, specifications, video or audio tapes, photographs, computer data, software, reports, maps, electronic files and films, and any final revisions, prepared or obtained in the performance of this Agreement, shall be delivered to and become the property of City. All documents and materials of a preliminary nature, including but not limited to notes, sketches, preliminary plans, computations and other data, and any other material referenced in this Section, prepared or obtained in the performance of this Agreement, shall be made available, upon request, to City at no additional charge and without restriction or limitation on their use. Upon City's request, Consultant shall execute appropriate documents to assign to the City the copyright or trademark to work created pursuant to this Agreement. Consultant shall return all City property in Consultant's control or possession immediately upon termination. 9. Compliance with Laws. In the performance of this Agreement, Consultant shall abide by and conform to any and all applicable laws of the United States and the State of California, and all ordinances, regulations, and policies of the City. Consultant warrants that all work done under this Agreement will be in compliance with all applicable safety rules, laws, statutes, and practices, including but not limited to Cal/OSHA regulations. If a license or registration of any kind is required of Consultant, its employees, agents, or subcontractors by law, Consultant warrants that such license has been obtained, is valid and in good standing, and Consultant shall keep it in effect at all times during the term of this Agreement, and that any applicable bond shall be posted in accordance with all applicable laws and regulations. 10. Conflict of Interest. Consultant warrants and covenants that Consultant presently has no interest in, nor shall any interest be hereinafter acquired in, any matter which will render the services required under the provisions of this Agreement a violation of any applicable state, local, or federal law. In the event that any conflict of interest should nevertheless hereinafter arise, Consultant shall promptly notify City of the existence of such conflict of interest so that the City may determine whether to terminate this Agreement. Consultant further warrants its compliance with the Political Reform Act (Government Code § 81000 et seq.) respecting this Agreement. 11. Whole Agreement and Amendments. This Agreement constitutes the entire understanding and Agreement of the parties and integrates all of the terms and conditions mentioned herein or incidental hereto and supersedes all negotiations or any previous written or oral Agreements between the parties with respect to all or any part of the subject matter hereof. The parties intend not to create rights in, or to grant remedies to, any third party as a beneficiary of this Agreement or of any duty, covenant, obligation, or undertaking established herein. This Agreement may be amended only by a written document, executed by both Consultant and the City Manager, and approved as to form by the City Attorney. Such document shall expressly state that it is intended by the parties to amend certain terms and conditions of this Agreement. The waiver by either party of a breach by the other of any provision of this Agreement shall not constitute a continuing waiver or a waiver of any subsequent breach of either the same or a different provision of this Agreement. Multiple copies of this Agreement may be executed but the parties agree that the Agreement on file in the office of the City Clerk is the version of the Agreement that shall take precedence should any differences exist among counterparts of the document. This Agreement and all matters relating to it shall be governed by the laws of the State of California. 12. Capacity of Parties. Each signatory and party hereto warrants and represents to the other parry that it has all legal authority and capacity and direction from its principal to enter into this Agreement and that all necessary actions have been taken so as to enable it to enter into this Agreement. 13. Severability. Should any part of this Agreement be declared by a final decision by a court or tribunal of competent jurisdiction to be unconstitutional, invalid, or beyond the authority of either parry to enter into or carry out, such decision shall not affect the validity of the remainder of this Agreement, which shall continue in full force and effect, provided that the remainder of this Agreement, absent the unexcised portion, can be reasonably interpreted to give effect to the intentions of the parties. 14. Notice. Any notice required or desired to be given under this Agreement shall be in writing and shall be personally served or, in lieu of personal service, may be given by (i) depositing such notice in the United States mail, registered or certified, return receipt requested, 3 postage prepaid, addressed to a parry at its address set forth in Exhibit A; (ii) transmitting such notice by means of Federal Express or similar overnight commercial courier ("Courier"), postage paid and addressed to the other at its street address set forth below; (iii) transmitting the same by facsimile, in which case notice shall be deemed delivered upon confirmation of receipt by the sending facsimile machine's acknowledgment of such with date and time printout; or (iv) by personal delivery. Any notice given by Courier shall be deemed given on the date shown on the receipt for acceptance or rejection of the notice. Either party may, by written notice, change the address to which notices addressed to it shall thereafter be sent. Miscellaneous. Except to the extent that it provides a part of the definition of the term used herein, the captions used in this Agreement are for convenience only and shall not be considered in the construction of interpretation of any provision hereof, nor taken as a correct or complete segregation of the several units of materials and labor. Capitalized terms refer to the definition provide with its first usage in the Agreement. When the context of this Agreement requires, the neuter gender includes the masculine, the feminine, a partnership or corporation, trust or joint venture, and the singular includes the plural. The terms "shall", "will", "must" and "agree" are mandatory. The term "may" is permissive. The waiver by either party of a breach by the other of any provision of this Agreement shall not constitute a continuing waiver or a waiver of any subsequent breach of either the same or a different provision of this Agreement. When a party is required to do something by this Agreement, it shall do so at its sole cost and expense without right to reimbursement from the other party unless specific provision is made otherwise. Where any party is obligated not to perform any act, such party is also obligated to restrain any others within its control from performing such act, including its agents, invitees, contractors, subcontractors and employees. 4 IN WITNESS WHEREOF, Consultant and City execute this Agreement. CITY OF BURLINGAME REDISTRICTING PARTNERS 501 Primrose Road Name Paul Mitchell Burlingame, CA 94010 Address1007 7t' St, Fourth Floor Sacramento, CA 95814 By: By: �Wv, k--, Lisa K. Goldman Nul Mitchell City Manager Owner/CEO Date: Date: October 19, 2020 Attest: Meaghan Hassel -Shearer City Clerk Approved as to form: Scott Spansail City Attorney Attachments: Federal Employer ID Number: 45-0707105 License Number: Expiration Date: Exhibit A: Scope of Services Exhibit B: City Insurance Provisions Exhibit C: City's Request for Proposals for Municipal Redistricting Services released on August 19, 2020 Exhibit D: Consultant's proposal dated September 9, 2020 Exhibit E: Consultant's revised "Compensation and Pricing" proposal emailed on October 21, 2020 Exhibit A Scope of Services The scope of services shall include most of the "Scope of Work" as outlined in Section III of the City's "Request for Proposals for Municipal Redistricting Services" released on August 19, 2020; all of "Section 2. Personnel Requirements" and "Section 3. Work Plan/Technical Approach" of Consultant's proposal dated September 9, 2020; and, all of the service functions outlined in Consultant's revised "Compensation and Pricing" proposal emailed on October 21, 2020. Specifically, Per Section III of the City's "Request for Proposals for Municipal Redistricting Services" released on August 19, 2020, Consultant shall: • Conform to all relevant laws, transition processes and requirements as defined by the California Voting Rights Act of 2001, CA Elections Code Sections 10010, 14025, 14026- 14032, CA Assembly Bill No. 849, and CA Government Code Sections 34870-34886 • Use 2020 federal census data; • Consider, to the extent possible, the impact of the development of a new neighborhood defined by the Rollins Road Specific Plan. • Develop a work plan that will at least include the following elements: a. A detailed timeline for all requirements of this scope of work, b. A detailed community outreach plan, c. Multilingual community outreach to ensure fair representation of all minority groups within the city, d. Preparation of illustrative materials, maps, brochures, and advertising for public meetings, workshops, and outreach, e. Coordination with City staff to widely notice the public of opportunities to participate in public outreach meetings, f. Facilitation of meetings and the provision of short formal presentations on the scope, purpose, process, timelines, and legal issues where Consultant will request input from the public and document input, g. Obtain public input for criterion to identify "communities of interest" as defined in the State of California Elections Code, h. Present findings on identifying "Communities of Interest", and present criterion used in map evaluation, including submittal requirements from members of the public, as a resolution for City Council comment and approval, and i. Attend weekly project status briefings with the City Clerk • Create at least three (3) redistricting plans of five (5) single -member residency districts for consideration by the City Council as follows: a. Each plan shall have districts that comply with the laws and regulatory requirements listed above. b. Each redistricting plan shall have a unique objective based on preserving a community of interest. c. In this creation of districting plans, Contractor shall use GIS software developed specifically for redistricting to create the districts. d. The contractor shall obtain and utilize the most recent San Mateo County Official Precinct Maps from the San Mateo County Registrar of Voters. e. A demographic profile of each district shall be included. City of Burlingame — Municipal Redistricting Services RFP 6 • Provide non-English speaking support for non-English speaker inquiries throughout the community outreach period in the timeline, Monday through Friday 8:00 a.m. to 5:00 p.m. • Work in conjunction with the City Clerk and the representatives of San Mateo County Registrar of Voters to maximize alignment of County voting precincts with city districts to minimize voter confusion and to maximize the ease of conducting elections. • Provide overall staff support to the City's redistricting effort as necessary to meet project goals, objectives, and deadlines. Per Section 2. Personnel Requirements" and "Section 3. Work Plan/Technical Approach" of Consultant's proposal dated September 9, 2020, Consultant shall: • Staff the project with Lead Personnel & Project Manager, Paul Mitchell; Supporting Personnel, Kimi Shigetani; Support Personnel, Jacob Thompson -Fisher; and, Support Staff, Saishruti Adusumilli — • Attend all meetings and facilitate the process of establishing the work plan and timeline for creating new district boundaries for the City of Burlingame upon release of the Public Law 94-171 Redistricting Data File (PL 94-171). The work plan will at least include two initial outreach hearings with a presentation from Consultant and public input on communities of interest, a community meeting to show mapping tools and train the public on how to submit their own map; and, two post -census release meetings. These meetings will be consistent with the Fair Maps Act which emphasizes a strong engagement with the public and identification of communities of interest prior to the drawing of potential district lines. • Work with the City to prepare as if the Data File will be released by March 31, 2020 and will conduct some initial outreach hearings prior to the data being released in order to ensure that a delay in the data does not constrict the City's goal to complete redistricting prior to the 2022 Election. • Include Caliper online line drawing software for the public to utilize for this process. This includes being able to work to incorporate elements of public plans or being able to communicate to the public why a plan does not meet the criteria set forth in state or federal law. The mapping alternatives will be produced and stored in a way that the council, or members of the public can view in one of three ways: 1) PDF Maps — these are user friendly and print, generally on an 8.5x11 format. They don't provide street -level detail but can be helpful in understanding the general outlines of district plans. 2) Online / Google Maps — these are online maps which allow the viewer to zoom in on a map, search for an address, or bring up features, like streets and satellite images, to better understand where district lines land. 3) GIS files — shapefiles and data that can be used by GIS experts, organizations with technical skills who will want to import the raw data into their own systems for analysis. • Present the final plan to City staff and the City Council with a narrative describing the source of the map, how it was developed, the communities of interest that were considered in the construction of each district, and what tradeoffs were considered as the City of Burlingame sought to equitably create the election district boundaries. • Work with the County Registrar and their elections staff to ensure all relevant data on the jurisdiction lines are submitted and incorporated for the 2022 Election. Per Consultant's revised "Compensation and Pricing" proposal emailed on October 21, 2020, Consultant shall: • Attend staff planning meetings, City of Burlingame hearings, assisting staff in preparation of outreach meetings and reports. • Work with staff on communications strategies and media, if requested. • Create mapping options, evaluation of publicly drawn maps, analysis of Voting Rights Act and compliance with other laws and traditional redistricting criteria. • Oversee all subcontractors at the direction of the City of Burlingame and staff. • Assist the City of Burlingame with final map and council reports. • Implement mapping software and online mapping tool, • Serve as the main point of contact for technical support for city staff, City of Burlingame and the public. • Manage employment of GIS and data analysis software and data management. • Conduct specific outreach to impacted communities, in addition to the regular presentations and outreach • Manage Caliper Corporation, the vendor which will provide Maptitude for Redistricting and Maptitude Online Redistricting for community map drawing, public engagement, online training and technical support. / A� " CERTIFICATE OF LIABILITY INSURANCE DATE (M M/DD/YYYY) 12/16/2020 THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER, AND THE CERTIFICATE HOLDER. IMPORTANT: If the certificate holder is an ADDITIONAL INSURED, the policy(ies) must have ADDITIONAL INSURED provisions or be endorsed. If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy, certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). PRODUCER CONTACT Shelley Self NAME: McClatchy Insurance Agency �CONNo Ext : (916) 488-4702 A/XC, No): (916) 488-2336 E-MAIL Shelley@McClatchyins.com ADDRESS: License #0724020 INSURER(S) AFFORDING COVERAGE NAIC # 2410 Fair Oaks Blvd, Suite 140 INSURERA: Sentinel Insurance Company, Limited 11000 Sacramento CA 95825 INSURED INSURER B : Travelers Indemnity Co. of Illinois 25674 INSURER C : RLI Insurance Company 13056 Redistricting Partners LLC INSURER D : 1007 7th St INSURER E : INSURER F : Sacramento CA 95814 COVERAGES CERTIFICATE NUMBER: CL203416123 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 LTR TYPE OF INSURANCEADDLSUBR INSD WVD POLICY NUMBER POLICY EFF MM/DD/YYYY POLICY EXP MM/DD/YYYY LIMITS X COMMERCIAL GENERAL LIABILITY EACH OCCURRENCE $ 2,000,000 �X OCCUR DAMAGE TO PREM SES Ea oNcRETE ante $ 1,000,000 _7CLAIMS-MADE MED EXP (Any one person) $ 10,000 PERSONAL &ADV INJURY $ 2,000,000 A Y 57SBABM5622 01/31/2020 01/31/2021 GEN-LAGGREGATE LIMITAPPLIES PER: GENERAL AGGREGATE $ 4,000,000 X JECT LOC PRODUCTS-COMP/OPAGG $POLICY❑PRO 4,000,000 Non -owned $ 2,000,000 OTHER: AUTOMOBILE LIABILITY COMBINED SINGLE LIMIT Ea accident $ 1,000,000 BODILY INJURY (Per person) $ ANYAUTO A OWNED SCHEDULED AUTOS ONLY AUTOS 57SBABM5622 01/31/2020 01/31/2021 BODILY INJURY (Per accident) $ X PROPERTY DAMAGE Per accident $ HIRED �/ NON -OWNED AUTOS ONLY /_ AUTOS ONLY UMBRELLA LIAB OCCUR EACH OCCURRENCE $ HCLAIMS-MADE AGGREGATE $ EXCESS LAB DED RETENTION $ $ B WORKERS COMPENSATION AND EMPLOYERS' LIABILITY Y/ N ANY PROPRIETOR/PARTNER/EXECUTIVE OFFICER/MEMBEREXCLUDED? (Mandatory in NH) NIA UB6P363599 01/31/2020 01/31/2021 X STATUTE ERH E.L. EACH ACCIDENT 1,000,000 $ E.L. DISEASE - EA EMPLOYEE $ 1,000,000 If yes, describe under DESCRIPTION OF OPERATIONS below E.L. DISEASE - POLICY LIMIT 1,000,000 $ C Professional Liability RTP0018372 02/21/2020 02/21/2022 Aggregate Each Occurrence $2,000,000 $2,000,000 DESCRIPTION OF OPERATIONS / LOCATIONS / VEHICLES (ACORD 101, Additional Remarks Schedule, may be attached if more space is required) The City of Burlingame is included as additional insured per policy forms SS 00 08 04 05. CERTIFICATE HOLDER CANCELLATION SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN City of Burlingame ACCORDANCE WITH THE POLICY PROVISIONS. 501 Primrose Road AUTHORIZED REPRESENTATIVE Burlingame CA 94010 ; �elC @ 1988-2015 ACORD CORPORATION. All rights reserved. ACORD 25 (2016/03) The ACORD name and logo are registered marks of ACORD 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 15 2. Duties In The Event Of Occurrence, Offense, Claim Or Suit 15 3. Financial Responsibility Laws 16 4. Legal Action Against Us 16 5. Separation Of Insureds 16 6. Representations 16 7. Other Insurance 16 8. Transfer Of Rights Of Recovery Against Others To Us 17 F. OPTIONAL ADDITIONAL INSURED COVERAGES 18 Additional Insureds 18 G. LIABILITY AND MEDICAL EXPENSES DEFINITIONS 20 Form SS 00 08 04 05 BUSINESS LIABILITY COVERAGE FORM Various provisions in this policy restrict coverage. Read the entire policy carefully to determine rights, duties and what is and is not covered. Throughout this policy the words "you" and "your" refer to the Named Insured shown in the Declarations. The words "we", "us" and 'bur" refer to the stock insurance company member of The Hartford providing this insurance. The word "insured" means any person or organization qualifying as such under Section C. - Who Is An Insured. Other words and phrases that appear in quotation marks have special meaning. Refer to Section G. - Liability And Medical Expenses Definitions. A. COVERAGES 1. BUSINESS LIABILITY COVERAGE (BODILY INJURY, PROPERTY DAMAGE, PERSONAL AND ADVERTISING INJURY) Insuring Agreement a. We will pay those sums that the insured becomes legally obligated to pay as damages because of "bodily injury", "property damage" or "personal and advertising injury" to which this insurance applies. We will have the right and duty to defend the insured against any "suit" seeking those damages. However, we will have no duty to defend the insured against any "suit' seeking damages for "bodily injury", "property damage" or "personal and advertising injury" to which this insurance does not apply. We may, at our discretion, investigate any "occurrence" or offense and settle any claim or "suit' that may result. But: (1) The amount we will pay for damages is limited as described in Section D. - Liability And Medical Expenses Limits Of Insurance; and (2) Our right and duty to defend ends when we have used up the applicable limit of insurance in the payment of judgments, settlements or medical expenses to which this insurance applies. No other obligation or liability to pay sums or perform acts or services is covered unless explicitly provided for under Coverage Extension - Supplementary Payments. b. This insurance applies: (1) To "bodily injury" and "property damage" only if: (a) The "bodily injury" or "property damage" is caused by an "occurrence" that takes place in the "coverage territory"; (b) The "bodily injury" or "property damage" occurs during the policy period; and (c) Prior to the policy period, no insured listed under Paragraph 1. of Section C. — Who Is An Insured and no "employee" authorized by you to give or receive notice of an 'occurrence" or claim, knew that the "bodily injury" or "property damage" had occurred, in whole or in part. If such a listed insured or authorized "employee" knew, prior to the policy period, that the "bodily injury" or "property damage" occurred, then any continuation, change or resumption of such "bodily injury" or "property damage" during or after the policy period will be deemed to have been known prior to the policy period. (2) To "personal and advertising injury" caused by an offense arising out of your business, but only if the offense was committed in the "coverage territory" during the policy period. c. "Bodily injury" or "property damage" will be deemed to have been known to have occurred at the earliest time when any insured listed under Paragraph 1. of Section C. — Who Is An Insured or any "employee" authorized by you to give or receive notice of an 'occurrence" or claim: (1) Reports all, or any part, of the "bodily injury" or "property damage" to us or any other insurer; Form SS 00 08 04 05 Page 1 of 24 © 2005, The Hartford BUSINESS LIABILITY COVERAGE FORM (2) Receives a written or verbal demand or claim for damages because of the "bodily injury" or "property damage"; or (3) Becomes aware by any other means that "bodily injury" or "property damage" has occurred or has begun to occur. d. Damages because of "bodily injury" include damages claimed by any person or organization for care, loss of services or death resulting at any time from the "bodily injury". e. Incidental Medical Malpractice (1) "Bodily injury" arising out of the rendering of or failure to render professional health care services as a physician, dentist, nurse, emergency medical technician or paramedic shall be deemed to be caused by an "occurrence", but only if: (a) The physician, dentist, nurse, emergency medical technician or paramedic is employed by you to provide such services; and (b) You are not engaged in the business or occupation of providing such services. (2) For the purpose of determining the limits of insurance for incidental medical malpractice, any act or omission together with all related acts or omissions in the furnishing of these services to any one person will be considered one "occurrence". 2. MEDICAL EXPENSES Insuring Agreement a. We will pay medical expenses as described below for "bodily injury" caused by an accident: (1) On premises you own or rent; (2) On ways next to premises you own or rent; or (3) Because of your operations; provided that: (1) The accident takes place in the "coverage territory" and during the policy period; (2) The expenses are incurred and reported to us within three years of the date of the accident; and (3) The injured person submits to examination, at our expense, by physicians of our choice as often as we reasonably require. b. We will make these payments regardless of fault. These payments will not exceed the applicable limit of insurance. We will pay reasonable expenses for: (1) First aid administered at the time of an accident; (2) Necessary medical, surgical, x-ray and dental services, including prosthetic devices; and (3) Necessary ambulance, hospital, professional nursing and funeral services. 3. COVERAGE EXTENSION - SUPPLEMENTARY PAYMENTS a. We will pay, with respect to any claim 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 of any vehicle to which Business Liability Coverage for "bodily injury" applies. We do not have to furnish these bonds. (3) The cost of appeal bonds or bonds to release attachments, but only for bond amounts within the applicable limit of insurance. We do not have to furnish these bonds. (4) All reasonable expenses incurred by the insured at our request to assist us in the investigation or defense of the claim or "suit", including actual loss of earnings up to $500 a day because of time off from work. (5) All costs taxed against the insured in the "suit". (6) Prejudgment interest awarded against the insured on that part of the judgment we pay. If we make an offer to pay the applicable limit of insurance, we will not pay any prejudgment interest based on that period of time after the offer. (7) All interest on the full amount of any judgment that accrues after entry of the judgment and before we have paid, offered to pay, or deposited in court the part of the judgment that is within the applicable limit of insurance. Any amounts paid under (1) through (7) above will not reduce the limits of insurance. Page 2 of 24 Form SS 00 08 04 05 BUSINESS LIABILITY COVERAGE FORM b. If we defend an insured against a "suit" and an indemnitee of the insured is also named as a party to the "suit", we will defend that indemnitee if all of the following conditions are met: (1) The "suit" against the indemnitee seeks damages for which the insured has assumed the liability of the indemnitee in a contract or agreement that is an "insured contract"; (2) This insurance applies to such liability assumed by the insured; (3) The obligation to defend, or the cost of the defense of, that indemnitee, has also been assumed by the insured in the same "insured contract"; (4) The allegations in the "suit" and the information we know about the "occurrence" are such that no conflict appears to exist between the interests of the insured and the interest of the indemnitee; (5) The indemnitee and the insured ask us to conduct and control the defense B. of that indemnitee against such "suit" and agree that we can assign the same counsel to defend the insured and the indemnitee; and (6) The indemnitee: (a) Agrees in writing to: (i) Cooperate with us in the investigation, settlement or defense of the "suit"; (ii) Immediately send us copies of any demands, notices, summonses or legal papers received in connection with the "suit"; (iii) Notify any other insurer whose coverage is available to the indemnitee; and (iv) Cooperate with us with respect to coordinating other applicable insurance available to the indemnitee; and (b) Provides us with written authorization to: (i) Obtain records and other information related to the "suit"; and (i i) Conduct and control the defense of the indemnitee in such "suit". So long as the above conditions are met, attorneys' fees incurred by us in the defense of that indemnitee, necessary litigation expenses incurred by us and necessary litigation expenses incurred by the indemnitee at our request will be paid as Supplementary Payments. Notwithstanding the provisions of Paragraph 1.b.(b) of Section B. — Exclusions, such payments will not be deemed to be damages for "bodily injury" and "property damage" and will not reduce the Limits of Insurance. Our obligation to defend an insured's indemnitee and to pay for attorneys' fees and necessary litigation expenses as Supplementary Payments ends when: (1) We have used up the applicable limit of insurance in the payment of judgments or settlements; or (2) The conditions set forth above, or the terms of the agreement described in Paragraph (6) above, are no longer met. EXCLUSIONS 1. Applicable To Business Liability Coverage This insurance does not apply to: a. Expected Or Intended Injury (1) "Bodily injury" or "property damage" expected or intended from the standpoint of the insured. This exclusion does not apply to "bodily injury" or "property damage" resulting from the use of reasonable force to protect persons or property; or (2) "Personal and advertising injury" arising out of an offense committed by, at the direction of or with the consent or acquiescence of the insured with the expectation of inflicting "personal and advertising injury". b. Contractual Liability (1) "Bodily injury" or "property damage"; or (2) "Personal and advertising injury" for which the insured is obligated to pay damages by reason of the assumption of liability in a contract or agreement. This exclusion does not apply to liability for damages because of: (a) "Bodily injury", "property damage" or "personal and advertising injury" that the insured would have in the absence of the contract or agreement; or Form SS 00 08 04 05 Page 3 of 24 BUSINESS LIABILITY COVERAGE FORM (b) "Bodily injury" or "property damage" assumed in a contract or agreement that is an "insured contract", provided the "bodily injury" or "property damage" occurs subsequent to the execution of the contract or agreement. Solely for the purpose of liability assumed in an "insured contract", reasonable attorneys' fees and necessary litigation expenses incurred by or for a party other than an insured are deemed to be damages because of "bodily injury" or "property damage" provided: (i) Liability to such party for, or for the cost of, that party's defense has also been assumed in the same "insured contract", and (i i) Such attorneys' fees and litigation expenses are for defense of that party against a civil or alternative dispute resolution proceeding in which damages to which this insurance applies are alleged. c. Liquor Liability "Bodily injury" or "property damage" for which any insured may be held liable by reason of: (1) Causing or contributing to the intoxication of any person; (2) The furnishing of alcoholic beverages to a person under the legal drinking age or under the influence of alcohol; or (3) Any statute, ordinance or regulation relating to the sale, gift, distribution or use of alcoholic beverages. This exclusion applies only if you are in the business of manufacturing, distributing, selling, serving or furnishing alcoholic beverages. d. Workers' Compensation And Similar Laws Any obligation of the insured under a workers' compensation, disability benefits or unemployment compensation law or any similar law. e. Employer's Liability "Bodily injury" to: (1) An "employee" of the insured arising out of and in the course of: (a) Employment by the insured; or (b) Performing duties related to the conduct of the insured's business, or (2) The spouse, child, parent, brother or sister of that "employee" as a consequence of (1) above. This exclusion applies: (1) Whether the insured may be liable as an employer or in any other capacity; and (2) To any obligation to share damages with or repay someone else who must pay damages because of the injury. This exclusion does not apply to liability assumed by the insured under an "insured contract". f. Pollution (1) "Bodily injury", "property damage" or "personal and advertising injury" arising out of the actual, alleged or threatened discharge, dispersal, seepage, migration, release or escape of "pollutants": (a) At or from any premises, site or location which is or was at any time owned or occupied by, or rented or loaned to any insured. However, this subparagraph does not apply to: (i) "Bodily injury" if sustained within a building and caused by smoke, fumes, vapor or soot produced by or originating from equipment that is used to heat, cool or dehumidify the building, or equipment that is used to heat water for personal use, by the building's occupants or their guests; (ii) "Bodily injury" or "property damage" for which you may be held liable, if you are a contractor and the owner or lessee of such premises, site or location has been added to your policy as an additional insured with respect to your ongoing operations performed for that additional insured at that premises, site or location and such premises, site or location is not and never was owned or occupied by, or rented or loaned to, any insured, other than that additional insured; or Page 4 of 24 Form SS 00 08 04 05 BUSINESS LIABILITY COVERAGE FORM (iii) "Bodily injury" or "property released as part of the damage" arising out of heat, operations being performed smoke or fumes from a by such insured, contractor or "hostile fire"; subcontractor; (b) At or from any premises, site or (ii) "Bodily injury" or "property location which is or was at any damage" sustained within a time used by or for any insured or building and caused by the others for the handling, storage, release of gases, fumes or disposal, processing or treatment vapors from materials brought of waste; into that building in connection (c) Which are or were at any time with operations being performed transported, handled, stored, by you or on your behalf by a treated, disposed of, or processed contractor or subcontractor; or as waste by or for: (iii) "Bodily injury" or "property (i) Any insured; or damage" arising out of heat, smoke or fumes from a (ii) Any person or organization for "hostile fire"; or whom you may be legally responsible; (e) At or from any premises, site or location on which any insured or any (d) At or from any premises, site or contractors or subcontractors location on which any insured or working directly or indirectly on any any contractors or subcontractors insured's behalf are performing working directly or indirectly on operations if the operations are to any insured's behalf are test for, monitor, clean up, remove, performing operations if the contain, treat, detoxify or neutralize, "pollutants" are brought on or to or in any way respond to, or assess the premises, site or location in the effects of, "pollutants". connection with such operations by such insured, contractor or (2) Any loss, cost or expense arising out subcontractor. However, this of any: subparagraph does not apply to: (a) Request, demand, order or statutory (i) "Bodily injury" or "property or regulatory requirement that any damage" arising out of the insured or others test for, monitor, escape of fuels, lubricants or clean up, remove, contain, treat, other operating fluids which are detoxify or neutralize, or in any way needed to perform the normal respond to, or assess the effects of, electrical, hydraulic or "pollutants"; or mechanical functions (b) Claim or suit by or on behalf of a necessary for the operation of governmental authority for "mobile equipment" or its parts, damages because of testing for, if such fuels, lubricants or other monitoring, cleaning up, removing, operating fluids escape from a containing, treating, detoxifying or vehicle part designed to hold, neutralizing, or in any way store or receive them. This responding to, or assessing the exception does not apply if the effects of, "pollutants". "bodily injury" or "property However, this paragraph does not damage" arises out of the apply to liability for damages because intentional discharge, dispersal of "property damage" that the insured or release of the fuels, would have in the absence of such lubricants or other operating request, demand, order or statutory or fluids, or if such fuels, regulatory requirement, or such claim lubricants or other operating or "suit" by or on behalf of a fluids are brought on or to the governmental authority. premises, site or location with the intent that they be discharged, dispersed or Form SS 00 08 04 05 Page 5 of 24 BUSINESS LIABILITY COVERAGE FORM g. Aircraft, Auto Or Watercraft "Bodily injury" or "property damage" arising out of the ownership, maintenance, use or entrustment to others of any aircraft, "auto" or watercraft owned or operated by or rented or loaned to any insured. Use includes operation and 'loading or unloading". This exclusion applies even if the claims against any insured allege negligence or other wrongdoing in the supervision, hiring, employment, training or monitoring of others by that insured, if the 'occurrence" which caused the "bodily injury" or "property damage" involved the ownership, maintenance, use or entrustment to others of any aircraft, "auto" or watercraft that is owned or operated by or rented or loaned to any insured. This exclusion does not apply to: (1) A watercraft while ashore on premises you own or rent; (2) A watercraft you do not own that is: (a) Less than 51 feet long; and (b) Not being used to carry persons for a charge; (3) Parking an "auto" on, or on the ways next to, premises you own or rent, provided the "auto" is not owned by or rented or loaned to you or the insured; (4) Liability assumed under any "insured contract" for the ownership, maintenance or use of aircraft or watercraft; (5) "Bodily injury" or "property damage" arising out of the operation of any of the equipment listed in Paragraph f.(2) or f.(3) of the definition of "mobile equipment"; or (6) An aircraft that is not owned by any insured and is hired, chartered or loaned with a paid crew. However, this exception does not apply if the insured has any other insurance for such "bodily injury" or "property damage", whether the other insurance is primary, excess, contingent or on any other basis. h. Mobile Equipment "Bodily injury" or "property damage" arising out of: (1) The transportation of "mobile equipment" by an "auto" owned or operated by or rented or loaned to any insured; or (2) The use of "mobile equipment" in, or while in practice or preparation for, a prearranged racing, speed or demolition contest or in any stunting activity. i. War "Bodily injury", "property damage" or "personal and advertising injury", however caused, arising, directly or indirectly, out of: (1) War, including undeclared or civil war; (2) Warlike action by a military force, including action in hindering or defending against an actual or expected attack, by any government, sovereign or other authority using military personnel or other agents; or (3) Insurrection, rebellion, revolution, usurped power, or action taken by governmental authority in hindering or defending against any of these. Professional Services "Bodily injury", "property damage" or "personal and advertising injury" arising out of the rendering of or failure to render any professional service. This includes but is not limited to: (1) Legal, accounting or advertising services; (2) Preparing, approving, or failing to prepare or approve maps, shop drawings, opinions, reports, surveys, field orders, change orders, designs or drawings and specifications; (3) Supervisory, inspection, architectural or engineering activities; (4) Medical, surgical, dental, x-ray or nursing services treatment, advice or instruction; (5) Any health or therapeutic service treatment, advice or instruction; (6) Any service, treatment, advice or instruction for the purpose of appearance or skin enhancement, hair removal or replacement or personal grooming; (7) Optical or hearing aid services including the prescribing, preparation, fitting, demonstration or distribution of ophthalmic lenses and similar products or hearing aid devices; Page 6 of 24 Form SS 00 08 04 05 BUSINESS LIABILITY COVERAGE FORM (8) Optometry or optometric services including but not limited to examination of the eyes and the prescribing, preparation, fitting, demonstration or distribution of ophthalmic lenses and similar products; (9) Any: (a) Body piercing (not including ear piercing); (b) Tattooing, including but not limited to the insertion of pigments into or under the skin; and (c) Similar services; (10) Services in the practice of pharmacy; and (11) Computer consulting, design or programming services, including web site design. Paragraphs (4) and (5) of this exclusion do not apply to the Incidental Medical Malpractice coverage afforded under Paragraph 1.e. in Section A. - Coverages. k. Damage To Property "Property damage" to: (1) Property you own, rent or occupy, including any costs or expenses incurred by you, or any other person, organization or entity, for repair, replacement, enhancement, restoration or maintenance of such property for any reason, including prevention of injury to a person or damage to another's property; (2) Premises you sell, give away or abandon, if the "property damage" arises out of any part of those premises; (3) Property loaned to you; (4) Personal property in the care, custody or control of the insured; (5) That particular part of real property on which you or any contractors or subcontractors working directly or indirectly on your behalf are performing operations, if the "property damage" arises out of those operations; or (6) That particular part of any property that must be restored, repaired or replaced because "your work" was incorrectly performed on it. Paragraphs (1), (3) and (4) of this exclusion do not apply to "property damage" (other than damage by fire) to premises, including the contents of such premises, rented to you for a period of 7 or fewer consecutive days. A separate Limit of Insurance applies to Damage To Premises Rented To You as described in Section D. - Limits Of Insurance. Paragraph (2) of this exclusion does not apply if the premises are "your work" and were never occupied, rented or held for rental by you. Paragraphs (3) and (4) of this exclusion do not apply to the use of elevators. Paragraphs (3), (4), (5) and (6) of this exclusion do not apply to liability assumed under a sidetrack agreement. Paragraphs (3) and (4) of this exclusion do not apply to "property damage" to borrowed equipment while not being used to perform operations at a job site. Paragraph (6) of this exclusion does not apply to "property damage" included in the "products -completed operations hazard". I. Damage To Your Product "Property damage" to "your product" arising out of it or any part of it. m. Damage To Your Work "Property damage" to "your work" arising out of it or any part of it and included in the "products -completed operations hazard". This exclusion does not apply if the damaged work or the work out of which the damage arises was performed on your behalf by a subcontractor. n. Damage To Impaired Property Or Property Not Physically Injured "Property damage" to "impaired property" or property that has not been physically injured, arising out of: (1) A defect, deficiency, inadequacy or dangerous condition in "your product" or "your work"; or (2) A delay or failure by you or anyone acting on your behalf to perform a contract or agreement in accordance with its terms. This exclusion does not apply to the loss of use of other property arising out of sudden and accidental physical injury to "your product" or "your work" after it has been put to its intended use. Form SS 00 08 04 05 Page 7 of 24 BUSINESS LIABILITY COVERAGE FORM o. Recall Of Products, Work Or Impaired (c) Title of any literary or artistic work; Property (8) Arising out of an offense committed by Damages claimed for any loss, cost or an insured whose business is: expense incurred by you or others for the (a) Advertising, broadcasting, loss of use, withdrawal, recall, inspection, publishing or telecasting; repair, replacement, adjustment, removal (b) Designing or determining content or disposal of: of web sites for others; or (1) "Your product"; (c) An Internet search, access, (2) "Your work"; or content or service provider. (3) "Impaired property"; However, this exclusion does not if such product, work or property is apply to Paragraphs a., b. and c. withdrawn or recalled from the market or under the definition of "personal and from use by any person or organization advertising injury" in Section G. — because of a known or suspected defect, Liability And Medical Expenses deficiency, inadequacy or dangerous Definitions. condition in it. For the purposes of this exclusion, p. Personal And Advertising Injury placing an "advertisement" for or "Personal and advertising injury": linking to others on your web site, by (1) Arising out of oral, written or electronic itself, is not considered the business publication of material, if done by or at of advertising, broadcasting, the direction of the insured with publishing or telecasting; knowledge of its falsity; (9) Arising out of an electronic chat room (2) Arising out of oral, written or electronic or bulletin board the insured hosts, publication of material whose first owns, or over which the insured publication took place before the exercises control; beginning of the policy period; (10) Arising out of the unauthorized use of (3) Arising out of a criminal act committed another's name or product in your e-mail by or at the direction of the insured; address, domain name or metatags, or any other similar tactics to mislead (4) Arising out of any breach of contract, another's potential customers; except an implied contract to use "advertising (11) Arising out of the violation of a another's idea" in your "advertisement"; persons right of privacy created by any state or federal act. (5) Arising out of the failure of goods, However, this exclusion does not products or services to conform with apply to liability for damages that the any statement of quality or insured would have in the absence of performance made in your such state or federal act; "advertisement"; (6) Arising out of the wrong description of (12) Arising out of: the price of goods, products or services; (a) An "advertisement" for others on (7) Arising out of any violation of any your web site; intellectual property rights such as (b) Placing a link to a web site of copyright, patent, trademark, trade others on your web site; name, trade secret, service mark or (c) Content from a web site of others other designation of origin or displayed within a frame or border authenticity. on your web site. Content includes However, this exclusion does not information, code, sounds, text, apply to infringement, in your graphics or images; or "advertisement", of (d) Computer code, software or (a) Copyright; programming used to enable: (b) Slogan, unless the slogan is also (1) Your web site; or a trademark, trade name, service (ii) The presentation or functionality mark or other designation of origin of an "advertisement" or other or authenticity; or content on your web site; Page 8 of 24 Form SS 00 08 04 05 BUSINESS LIABILITY COVERAGE FORM (13) Arising out of a violation of any anti- trust law; (14) Arising out of the fluctuation in price or value of any stocks, bonds or other securities; or (15) Arising out of discrimination or humiliation committed by or at the direction of any "executive officer", director, stockholder, partner or member of the insured. q. Electronic Data Damages arising out of the loss of, loss of use of, damage to, corruption of, inability to access, or inability to manipulate "electronic data". r. Employment -Related Practices "Bodily injury" or "personal and advertising injury" to: (1) A person arising out of any: (a) Refusal to employ that person; (b) Termination of that person's employment; or (c) Employment -related practices, policies, acts or omissions, such as coercion, demotion, evaluation, reassignment, discipline, defamation, harassment, humiliation or discrimination directed at that person; or (2) The spouse, child, parent, brother or sister of that person as a consequence of "bodily injury" or "personal and advertising injury" to the person at whom any of the employment -related practices described in Paragraphs (a), (b), or (c) above is directed. This exclusion applies: (1) Whether the insured may be liable as an employer or in any other capacity; and (2) To any obligation to share damages with or repay someone else who must pay damages because of the injury. s. Asbestos (1) "Bodily injury", "property damage" or "personal and advertising injury" arising out of the "asbestos hazard". (2) Any damages, judgments, settlements, loss, costs or expenses that: (a) May be awarded or incurred by reason of any claim or suit alleging actual or threatened injury or damage of any nature or kind to persons or property which would not have occurred in whole or in part but for the "asbestos hazard"; (b) Arise out of any request, demand, order or statutory or regulatory requirement that any insured or others test for, monitor, clean up, remove, encapsulate, contain, treat, detoxify or neutralize or in any way respond to or assess the effects of an "asbestos hazard"; or (c) Arise out of any claim or suit for damages because of testing for, monitoring, cleaning up, removing, encapsulating, containing, treating, detoxifying or neutralizing or in any way responding to or assessing the effects of an "asbestos hazard". t. Violation Of Statutes That Govern E- Mails, Fax, Phone Calls Or Other Methods Of Sending Material Or Information "Bodily injury", "property damage", or "personal and advertising injury" arising directly or indirectly out of any action or omission that violates or is alleged to violate: (1) The Telephone Consumer Protection Act (TCPA), including any amendment of or addition to such law; (2) The CAN-SPAM Act of 2003, including any amendment of or addition to such law; or (3) Any statute, ordinance or regulation, other than the TCPA or CAN-SPAM Act of 2003, that prohibits or limits the sending, transmitting, communicating or distribution of material or information. Damage To Premises Rented To You — Exception For Damage By Fire, Lightning or Explosion Exclusions c. through h. and k. through o. do not apply to damage by fire, lightning or explosion to premises rented to you or temporarily occupied by you with permission of the owner. A separate Limit of Insurance applies to this coverage as described in Section D. - Liability And Medical Expenses Limits Of Insurance. Form SS 00 08 04 05 Page 9 of 24 BUSINESS LIABILITY COVERAGE FORM 2. Applicable To Medical Expenses Coverage e. A trust, you are an insured. Your trustees We will not pay expenses for "bodily injury": are also insureds, but only with respect to their duties as trustees. a. Any Insured To any insured, except "volunteer workers". 2. Each of the following is also an insured: b. Hired Person a. Employees And Volunteer Workers To a person hired to do work for or on behalf Your "volunteer workers" only while of any insured or a tenant of any insured. performing duties related to the conduct of your business, or your "employees", other c. Injury On Normally Occupied Premises than either your executive officers (if you To a person injured on that part of are an organization other than a premises you own or rent that the person partnership, joint venture or limited liability normally occupies. company) or your managers (if you are a d. Workers' Compensation And Similar limited liability company), but only for acts Laws within the scope of their employment by To a person, whether or not an you or while performing duties related to "employee" of any insured, if benefits for the conduct of your business. the "bodily injury" are payable or must be However, none of these "employees" or provided under a workers' compensation "volunteer workers" are insureds for: or disability benefits law or a similar law. (1) "Bodily injury" or "personal and e. Athletics Activities advertising injury": To a person injured while practicing, (a) To you, to your partners or instructing or participating in any physical members (if you are a partnership exercises or games, sports or athletic or joint venture), to your members contests. (if you are a limited liability f. Products -Completed Operations Hazard company), or to a co -"employee" while in the course of his or her Included with the "products -completed employment or performing duties operations hazard". related to the conduct of your g. Business Liability Exclusions business, or to your other Excluded under Business Liability Coverage. "volunteer workers" while performing duties related to the C. WHO IS AN INSURED conduct of your business; 1. If you are designated in the Declarations as: (b) To the spouse, child, parent, a. An individual, you and your spouse are brother or sister of that co - insureds, but only with respect to the "employee" or that "volunteer conduct of a business of which you are the worker" as a consequence of sole owner. Paragraph (1)(a) above; b. A partnership or joint venture, you are an (c) For which there is any obligation insured. Your members, your partners, and to share damages with or repay their spouses are also insureds, but only with someone else who must pay respect to the conduct of your business. damages because of the injury c. A limited liability company, you are an described in Paragraphs (1)(a) or insured. Your members are also insureds, (b) above; or but only with respect to the conduct of your (d) Arising out of his or her providing business. Your managers are insureds, but or failing to provide professional only with respect to their duties as your health care services. managers. If you are not in the business of d. An organization other than a partnership, providing professional health care joint venture or limited liability company, you services, Paragraph (d) does not apply are an insured. Your "executive officers" and to any nurse, emergency medical directors are insureds, but only with respect technician or paramedic employed by to their duties as your officers or directors. you to provide such services. Your stockholders are also insureds, but only (2) "Property damage" to property: with respect to their liability as stockholders. (a) Owned, occupied or used by, Page 10 of 24 Form SS 00 08 04 05 BUSINESS LIABILITY COVERAGE FORM (b) Rented to, in the care, custody or control of, or over which physical control is being exercised for any purpose by you, any of your "employees", "volunteer workers", any partner or member (if you are a partnership or joint venture), or any member (if you are a limited liability company). b. Real Estate Manager Any person (other than your "employee" or "volunteer worker"), or any organization while acting as your real estate manager. c. Temporary Custodians Of Your Property Any person or organization having proper temporary custody of your property if you die, but only: (1) With respect to liability arising out of the maintenance or use of that property; and (2) Until your legal representative has been appointed. d. Legal Representative If You Die Your legal representative if you die, but only with respect to duties as such. That representative will have all your rights and duties under this insurance. e. Unnamed Subsidiary Any subsidiary and subsidiary thereof, of yours which is a legally incorporated entity of which you own a financial interest of more than 50% of the voting stock on the effective date of this Coverage Part. The insurance afforded herein for any subsidiary not shown in the Declarations as a named insured does not apply to injury or damage with respect to which an insured under this insurance is also an insured under another policy or would be an insured under such policy but for its termination or upon the exhaustion of its limits of insurance. 3. Newly Acquired Or Formed Organization Any organization you newly acquire or form, other than a partnership, joint venture or limited liability company, and over which you maintain financial interest of more than 50% of the voting stock, will qualify as a Named Insured if there is no other similar insurance available to that organization. However: a. Coverage under this provision is afforded only until the 180th day after you acquire or form the organization or the end of the policy period, whichever is earlier; and b. Coverage under this provision does not apply to: (1) "Bodily injury" or "property damage" that occurred; or (2) "Personal and advertising injury" arising out of an offense committed before you acquired or formed the organization. 4. Operator Of Mobile Equipment With respect to "mobile equipment" registered in your name under any motor vehicle registration law, any person is an insured while driving such equipment along a public highway with your permission. Any other person or organization responsible for the conduct of such person is also an insured, but only with respect to liability arising out of the operation of the equipment, and only if no other insurance of any kind is available to that person or organization for this liability. However, no person or organization is an insured with respect to: a. "Bodily injury" to a co -"employee" of the person driving the equipment; or b. "Property damage" to property owned by, rented to, in the charge of or occupied by you or the employer of any person who is an insured under this provision. 5. Operator of Nonowned Watercraft With respect to watercraft you do not own that is less than 51 feet 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 or organization responsible for the conduct of such person is also an insured, but only with respect to liability arising out of the operation of the watercraft, and only if no other insurance of any kind is available to that person or organization for this liability. However, no person or organization is an insured with respect to: a. "Bodily injury" to a co -"employee" of the person operating the watercraft; or b. "Property damage" to property owned by, rented to, in the charge of or occupied by you or the employer of any person who is an insured under this provision. Additional Insureds When Required By Written Contract, Written Agreement Or Permit The person(s) or organization(s) identified in Paragraphs a. through f. below are additional insureds when you have agreed, in a written Form SS 00 08 04 05 Page 11 of 24 BUSINESS LIABILITY COVERAGE FORM contract, written agreement or because of a permit issued by a state or political subdivision, that such person or organization be added as an additional insured on your policy, provided the injury or damage occurs subsequent to the execution of the contract or agreement, or the issuance of the permit. A person or organization is an additional insured under this provision only for that period of time required by the contract, agreement or permit. However, no such person or organization is an additional insured under this provision if such person or organization is included as an additional insured by an endorsement issued by us and made a part of this Coverage Part, including all persons or organizations added as additional insureds under the specific additional insured coverage grants in Section F. — Optional Additional Insured Coverages. a. Vendors Any person(s) or organization(s) (referred to below as vendor), but only with respect to "bodily injury" or "property damage" arising out of "your products" which are distributed or sold in the regular course of the vendor's business and only if this Coverage Part provides coverage for "bodily injury" or "property damage" included within the "products -completed operations hazard". (1) The insurance afforded to the vendor is subject to the following additional exclusions: This insurance does not apply to: (a) "Bodily injury" or "property damage" for which the vendor is obligated to pay damages by reason of the assumption of liability in a contract or agreement. This exclusion does not apply to liability for damages that the vendor would have in the absence of the contract or agreement; (b) Any express warranty unauthorized by you; (c) Any physical or chemical change in the product made intentionally by the vendor; (d) Repackaging, except when unpacked solely for the purpose of inspection, demonstration, testing, or the substitution of parts under instructions from the manufacturer, and then repackaged in the original container; (e) Any failure to make such inspections, adjustments, tests or servicing as the vendor has agreed to make or normally undertakes to make in the usual course of business, in connection with the distribution or sale of the products; (f) Demonstration, installation, servicing or repair operations, except such operations performed at the vendor's premises in connection with the sale of the product; (g) Products which, after distribution or sale by you, have been labeled or relabeled or used as a container, part or ingredient of any other thing or substance by or for the vendor; or (h) "Bodily injury" or "property damage" arising out of the sole negligence of the vendor for its own acts or omissions or those of its employees or anyone else acting on its behalf. However, this exclusion does not apply to: (i) The exceptions contained in Subparagraphs (d) or (f); or (ii) Such inspections, adjustments, tests or servicing as the vendor has agreed to make or normally undertakes to make in the usual course of business, in connection with the distribution or sale of the products. (2) This insurance does not apply to any insured person or organization from whom you have acquired such products, or any ingredient, part or container, entering into, accompanying or containing such products. b. Lessors Of Equipment (1) Any person or organization from whom you lease equipment; but only with respect to their liability for "bodily injury", "property damage" or "personal and advertising injury" caused, in whole or in part, by your maintenance, operation or use of equipment leased to you by such person or organization. Page 12 of 24 Form SS 00 08 04 05 BUSINESS LIABILITY COVERAGE FORM (2) With respect to the insurance afforded to these additional insureds, this insurance does not apply to any "occurrence" which takes place after you cease to lease that equipment. c. Lessors Of Land Or Premises (1) Any person or organization from whom you lease land or premises, but only with respect to liability arising out of the ownership, maintenance or use of that part of the land or premises leased to you. (2) With respect to the insurance afforded to these additional insureds, this insurance does not apply to: (a) Any 'occurrence" which takes place after you cease to lease that land or be a tenant in that premises; or (b) Structural alterations, new construction or demolition operations performed by or on behalf of such person or organization. d. Architects, Engineers Or Surveyors (1) Any architect, engineer, or surveyor, but only with respect to liability for "bodily injury", "property damage" or "personal and advertising injury" caused, in whole or in part, by your acts or omissions or the acts or omissions of those acting on your behalf: (a) In connection with your premises; or (b) In the performance of your ongoing operations performed by you or on your behalf. (2) With respect to the insurance afforded to these additional insureds, the following additional exclusion applies: This insurance does not apply to "bodily injury", "property damage" or "personal and advertising injury" arising out of the rendering of or the failure to render any professional services by or for you, including: (a) The preparing, approving, or failure to prepare or approve, maps, shop drawings, opinions, reports, surveys, field orders, change orders, designs or drawings and specifications; or (b) Supervisory, inspection, architectural or engineering activities. e. Permits Issued By State Or Political Subdivisions (1) Any state or political subdivision, but only with respect to operations performed by you or on your behalf for which the state or political subdivision has issued a permit. (2) With respect to the insurance afforded to these additional insureds, this insurance does not apply to: (a) "Bodily injury", "property damage" or "personal and advertising injury" arising out of operations performed for the state or municipality; or (b) 'Bodily injury" or "property damage" included within the "products - completed operations hazard". f. Any Other Party (1) Any other person or organization who is not an insured under Paragraphs a. through e. above, but only with respect to liability for "bodily injury", "property damage" or "personal and advertising injury" caused, in whole or in part, by your acts or omissions or the acts or omissions of those acting on your behalf: (a) In the performance of your ongoing operations; (b) In connection with your premises owned by or rented to you; or (c) In connection with "your work" and included within the "products - completed operations hazard", but only if (i) The written contract or written agreement requires you to provide such coverage to such additional insured; and (ii) This Coverage Part provides coverage for "bodily injury" or "property damage" included within the "products - completed operations hazard". (2) With respect to the insurance afforded to these additional insureds, this insurance does not apply to: "Bodily injury", "property damage" or "personal and advertising injury" arising out of the rendering of, or the failure to render, any professional architectural, engineering or surveying services, including: Form SS 00 08 04 05 Page 13 of 24 BUSINESS LIABILITY COVERAGE FORM (a) The preparing, approving, or failure to prepare or approve, maps, shop drawings, opinions, reports, surveys, field orders, change orders, designs or drawings and specifications; or (b) Supervisory, inspection, architectural or engineering activities. The limits of insurance that apply to additional insureds are described in Section D. — Limits 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 most we will pay regardless of the number of: a. Insureds; b. Claims made or "suits" brought; or c. Persons or organizations making claims or bringing "suits". 2. Aggregate Limits The most we will pay for: a. Damages because of "bodily injury" and "property damage" included in the "products -completed operations hazard" is the Products -Completed Operations Aggregate Limit shown in the Declarations. b. Damages because of all other "bodily injury", "property damage" or "personal and advertising injury", including medical expenses, is the General Aggregate Limit shown in the Declarations. This General Aggregate Limit applies separately to each of your "locations" owned by or rented to you. "Location" means premises involving the same or connecting lots, or premises whose connection is interrupted only by a street, roadway or right-of-way of a railroad. This General Aggregate limit does not apply to "property damage" to premises while rented to you or temporarily occupied by you with permission of the owner, arising out of fire, lightning or explosion. 3. Each Occurrence Limit Subject to 2.a. or 2.b above, whichever applies, the most we will pay for the sum of all damages because of all "bodily injury", "property damage" and medical expenses arising out of any one 'occurrence" is the Liability and Medical Expenses Limit shown in the Declarations. The most we will pay for all medical expenses because of "bodily injury" sustained by any one person is the Medical Expenses Limit shown in the Declarations. 4. Personal And Advertising Injury Limit Subject to 2.b. above, the most we will pay for the sum of all damages because of all "personal and advertising injury" sustained by any one person or organization is the Personal and Advertising Injury Limit shown in the Declarations. 5. Damage To Premises Rented To You Limit The Damage To Premises Rented To You Limit is the most we will pay under Business Liability Coverage for damages because of "property damage" to any one premises, while rented to you, or in the case of damage by fire, lightning or explosion, while rented to you or temporarily occupied by you with permission of the owner. In the case of damage by fire, lightning or explosion, the Damage to Premises Rented To You Limit applies to all damage proximately caused by the same event, whether such damage results from fire, lightning or explosion or any combination of these. 6. How Limits Apply To Additional Insureds The most we will pay on behalf of a person or organization who is an additional insured under this Coverage Part is the lesser of: a. The limits of insurance specified in a written contract, written agreement or permit issued by a state or political subdivision; or b. The Limits of Insurance shown in the Declarations. Such amount shall be a part of and not in addition to the Limits of Insurance shown in the Declarations and described in this Section. Page 14 of 24 Form SS 00 08 04 05 BUSINESS LIABILITY COVERAGE FORM If more than one limit of insurance under this 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 our obligations under this Coverage Part. 2. Duties In The Event Of Occurrence, Offense, Claim Or Suit a. Notice Of Occurrence Or Offense You or any additional insured must see to it that we are notified as soon as practicable of an "occurrence" or an offense which may result in a claim. To the extent possible, notice should include: (1) How, when and where the "occurrence" or offense took place; (2) The names and addresses of any injured persons and witnesses; and (3) The nature and location of any injury or damage arising out of the "occurrence" or offense. b. Notice Of Claim If a claim is made or "suit" is brought against any insured, you or any additional insured 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 The Insured You and any other involved insured must: (1) Immediately send us copies of any demands, notices, summonses or legal papers received in connection with the claim or "suit"; (2) Authorize us to obtain records and other information; (3) Cooperate with us in the investigation, settlement of the claim or defense against the "suit"; and (4) Assist us, upon our request, in the enforcement of any right against any person or organization that may be liable to the insured because of injury or damage to which this insurance may also apply. d. Obligations At The Insured's Own Cost No insured will, except at that insured's own cost, voluntarily make a payment, assume any obligation, or incur any expense, other than for first aid, without our consent. e. Additional Insured's Other Insurance If we cover a claim or "suit" under this Coverage Part that may also be covered by other insurance available to an additional insured, such additional insured must submit such claim or "suit" to the other insurer for defense and indemnity. However, this provision does not apply to the extent that you have agreed in a written contract, written agreement or permit that this insurance is primary and non-contributory with the additional insured's own insurance. f. Knowledge Of An Occurrence, Offense, Claim Or Suit Paragraphs a. and b. apply to you or to any additional insured 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 additional insured 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 you or an additional insured is a political subdivision or public entity. Form SS 00 08 04 05 Page 15 of 24 BUSINESS LIABILITY COVERAGE FORM This Paragraph f. applies separately to you and any additional insured. 3. Financial Responsibility Laws a. When this policy is certified as proof of financial responsibility for the future under the provisions of any motor vehicle financial responsibility law, the insurance provided by the policy for "bodily injury" liability and "property damage" liability will comply with the provisions of the law to the extent of the coverage and limits of insurance required by that law. b. With respect to "mobile equipment" to which this insurance applies, we will provide any liability, uninsured motorists, underinsured motorists, no-fault or other coverage required by any motor vehicle law. We will provide the required limits for those coverages. 4. Legal Action Against Us No person or organization has a right under this Coverage Form: a. To join us as a party or otherwise bring us into a "suit" asking for damages from an insured; or b. To sue us on this Coverage Form unless all of its terms have been fully complied with. A person or organization may sue us to recover on an agreed settlement or on a final judgment against an insured; but we will not be liable for damages that are not payable under the terms of this insurance or that are in excess of the applicable limit of insurance. An agreed settlement means a settlement and release of liability signed by us, the insured and the claimant or the claimant's legal representative. 5. Separation Of Insureds Except with respect to the Limits of Insurance, and any rights or duties specifically assigned in this policy to the first Named Insured, this insurance applies: a. As if each Named Insured were the only Named Insured; and b. Separately to each insured against whom a claim is made or "suit" is brought. 6. Representations a. When You Accept This Policy By accepting this policy, you agree: (1) The statements in the Declarations are accurate and complete; (2) Those statements are based upon representations you made to us; and (3) We have issued this policy in reliance upon your representations. b. Unintentional Failure To Disclose Hazards If unintentionally you should fail to disclose all hazards relating to the conduct of your business at the inception date of this Coverage Part, we shall not deny any coverage under this Coverage Part because of such failure. 7. Other Insurance If other valid and collectible insurance is available for a loss we cover under this Coverage Part, our obligations are limited as follows: a. Primary Insurance This insurance is primary except when b. below applies. If other insurance is also primary, we will share with all that other insurance by the method described in c. below. b. Excess Insurance This insurance is excess over any of the other insurance, whether primary, excess, contingent or on any other basis: (1) Your Work That is Fire, Extended Coverage, Builder's Risk, Installation Risk or similar coverage for "your work"; (2) Premises Rented To You That is fire, lightning or explosion insurance for premises rented to you or temporarily occupied by you with permission of the owner; (3) Tenant Liability That is insurance purchased by you to cover your liability as a tenant for "property damage" to premises rented to you or temporarily occupied by you with permission of the owner; (4) Aircraft, Auto Or Watercraft If the loss arises out of the maintenance or use of aircraft, "autos" or watercraft to the extent not subject to Exclusion g. of Section A. — Coverages. (5) Property Damage To Borrowed Equipment Or Use Of Elevators If the loss arises out of "property damage" to borrowed equipment or the use of elevators to the extent not subject to Exclusion k. of Section A. — Coverages. Page 16 of 24 Form SS 00 08 04 05 BUSINESS LIABILITY COVERAGE FORM (6) When You Are Added As An Additional Insured To Other Insurance That is other insurance available to you covering liability for damages arising out of the premises or operations, or products and completed operations, for which you have been added as an additional insured by that insurance; or (7) When You Add Others As An Additional Insured To This Insurance That is other insurance available to an additional insured. However, the following provisions apply to other insurance available to any person or organization who is an additional insured under this Coverage Part: (a) Primary Insurance When Required By Contract This insurance is primary if you have agreed in a written contract, written agreement or permit that this insurance be primary. If other insurance is also primary, we will share with all that other insurance by the method described in c. below. (b) Primary And Non -Contributory To Other Insurance When Required By Contract If you have agreed in a written contract, written agreement or permit that this insurance is primary and non-contributory with the additional insured's own insurance, this insurance is primary and we will not seek contribution from that other insurance. Paragraphs (a) and (b) do not apply to other insurance to which the additional insured has been added as an additional insured. When this insurance is excess, we will have no duty under this Coverage Part to defend the insured against any "suit" if any other insurer has a duty to defend the insured against that "suit". If no other insurer defends, we will undertake to do so, but we will be entitled to the insured's rights against all those other insurers. When this insurance is excess over other insurance, we will pay only our share of the amount of the loss, if any, that exceeds the sum of: (1) The total amount that all such other insurance would pay for the loss in the absence of this insurance; and (2) The total of all deductible and self - insured amounts under all that other insurance. We will share the remaining loss, if any, with any other insurance that is not described in this Excess Insurance provision and was not bought specifically to apply in excess of the Limits of Insurance shown in the Declarations of this Coverage Part. c. Method Of Sharing If all the other insurance permits contribution by equal shares, we will follow this method also. Under this approach, each insurer contributes equal amounts until it has paid its applicable limit of insurance or none of the loss remains, whichever comes first. 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, including Supplementary Payments, we have made under this Coverage Part, those rights are transferred to us. The insured must do nothing after loss to impair them. At our request, the insured will bring "suit" or transfer those rights to us and help us enforce them. This condition does not apply to Medical Expenses Coverage. b. Waiver Of Rights Of Recovery (Waiver Of Subrogation) If the insured has waived any rights of recovery against any person or organization for all or part of any payment, including Supplementary Payments, we have made under this Coverage Part, we also waive that right, provided the insured waived their rights of recovery against such person or organization in a contract, agreement or permit that was executed prior to the injury or damage. Form SS 00 08 04 05 Page 17 of 24 BUSINESS LIABILITY COVERAGE FORM F. OPTIONAL ADDITIONAL INSURED 3. Additional Insured - Grantor Of Franchise COVERAGES WHO IS AN INSURED under Section C. is If listed or shown as applicable in the Declarations, amended to include as an additional insured one or more of the following Optional Additional the person(s) or organization(s) shown in the Insured Coverages also apply. When any of these Declarations as an Additional Insured - Optional Additional Insured Coverages apply, Grantor Of Franchise, but only with respect to Paragraph 6. (Additional Insureds When Required their liability as grantor of franchise to you. by Written Contract, Written Agreement or Permit) 4. Additional Insured - Lessor Of Leased of Section C., Who Is An Insured, does not apply Equipment to the person or organization shown in the a. WHO IS AN INSURED under Section C. is Declarations. These coverages are subject to the amended to include as an additional terms and conditions applicable to Business insured the person(s) or organization(s) Liability Coverage in this policy, except as shown in the Declarations as an Additional provided below: Insured — Lessor of Leased Equipment, 1. Additional Insured - Designated Person Or but only with respect to liability for "bodily Organization injury", "property damage" or "personal WHO IS AN INSURED under Section C. is and advertising injury" caused, in whole or amended to include as an additional insured in part, by your maintenance, operation or the person(s) or organization(s) shown in the use of equipment leased to you by such Declarations, but only with respect to liability person(s) or organization(s). for "bodily injury", "property damage" or b. With respect to the insurance afforded to "personal and advertising injury" caused, in these additional insureds, this insurance whole or in part, by your acts or omissions or does not apply to any 'occurrence" which the acts or omissions of those acting on your takes place after you cease to lease that behalf: equipment. a. In the performance of your ongoing 5. Additional Insured - Owners Or Other operations; or Interests From Whom Land Has Been b. In connection with your premises owned Leased by or rented to you. a. WHO IS AN INSURED under Section C. is 2. Additional Insured - Managers Or Lessors amended to include as an additional Of Premises insured the person(s) or organization(s) shown in the Declarations as an Additional a. WHO IS AN INSURED under Section C. is Insured — Owners Or Other Interests From amended to include as an additional insured Whom Land Has Been Leased, but only the person(s) or organization(s) shown in the with respect to liability arising out of the Declarations as an Additional Insured - ownership, maintenance or use of that part Designated Person Or Organization; but only of the land leased to you and shown in the with respect to liability arising out of the Declarations. ownership, maintenance or use of that part of the premises leased to you and shown in the b. With respect to the insurance afforded to Declarations. these additional insureds, the following additional exclusions apply: b. With respect to the insurance afforded to these additional insureds, the following This insurance does not apply to: additional exclusions apply: (1) Any 'occurrence" that takes place This insurance does not apply to: after you cease to lease that land; or (1) Any 'occurrence" which takes place (2) Structural alterations, new after you cease to be a tenant in that construction or demolition operations premises; or performed by or on behalf of such person or organization. (2) Structural alterations, new construction or demolition operations 6. Additional Insured - State Or Political performed by or on behalf of such Subdivision — Permits person or organization. a. WHO IS AN INSURED under Section C. is amended to include as an additional insured the state or political subdivision shown in the Declarations as an Additional Page 18 of 24 Form SS 00 08 04 05 BUSINESS LIABILITY COVERAGE FORM Insured — State Or Political Subdivision - 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 to these 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 for the state or municipality; or (2) "Bodily injury" or "property damage" included in the "product -completed operations" hazard. 7. Additional Insured —Vendors a. WHO IS AN INSURED under Section C. is amended to include as an additional insured the person(s) or organization(s) (referred to below as vendor) shown in the Declarations as an Additional Insured - Vendor, but only with respect to "bodily injury" or "property damage" arising out of "your products" which are distributed or sold in the regular course of the vendor's business and only if this Coverage Part provides coverage for "bodily injury" or "property damage" included within the "products -completed operations hazard". 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 "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 the substitution of parts under instructions from the manufacturer, and then repackaged in the original container; (e) Any failure to make such inspections, adjustments, tests or servicing as the vendor has agreed to make or normally undertakes to make in the usual course of business, in connection with the distribution or sale of the products; (f) Demonstration, installation, servicing or repair operations, except such operations performed at the vendor's premises in connection with the sale of the product; (g) Products which, after distribution or sale by you, have been labeled or relabeled or used as a container, part or ingredient of any other thing or substance by or for the vendor; or (h) "Bodily injury" or "property damage" arising out of the sole negligence of the vendor for its own acts or omissions or those of its employees or anyone else acting on its behalf. However, this exclusion does not apply to: (i) The exceptions contained in Subparagraphs (d) or (f); or (ii) Such inspections, adjustments, tests or servicing as the vendor has agreed to make or normally undertakes to make in the usual course of business, in connection with the distribution or sale of the products. (2) This insurance does not apply to any insured person or organization from whom you have acquired such products, or any ingredient, part or container, entering into, accompanying or containing such products. 8. Additional Insured — Controlling Interest WHO IS AN INSURED under Section C. is amended to include as an additional insured the person(s) or organization(s) shown in the Declarations as an Additional Insured — 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 control while you lease or occupy these premises. Form SS 00 08 04 05 Page 19 of 24 BUSINESS LIABILITY COVERAGE FORM This insurance does not apply to structural alterations, new construction and demolition operations performed by or for that person or organization. 9. Additional Insured — Owners, Lessees Or Contractors — Scheduled Person Or Organization a. WHO IS AN INSURED under Section C. is amended to include as an additional insured the person(s) or organization(s) shown in the Declarations as an Additional Insured — Owner, Lessees Or Contractors, but only with respect to liability for "bodily injury", "property damage" or "personal and advertising injury" caused, in whole or in part, by your acts or omissions or the acts or omissions of those acting on your behalf: (1) In the performance of your ongoing operations for the additional insured(s); or (2) In connection with "your work" performed for that additional insured and included within the "products - completed operations hazard", but only if this Coverage Part provides coverage for "bodily injury" or "property damage" included within the "products -completed operations hazard". b. With respect to the insurance afforded to these additional insureds, this insurance does not apply to "bodily injury", "property damage" or "personal an advertising injury" arising out of the rendering of, or the failure to render, any professional architectural, engineering or surveying services, including: (1) The preparing, approving, or failure to prepare or approve, maps, shop drawings, opinions, reports, surveys, field orders, change orders, designs or drawings and specifications; or (2) Supervisory, inspection, architectural or engineering activities. 10. Additional Insured — Co -Owner Of Insured Premises WHO IS AN INSURED under Section C. is amended to include as an additional insured the person(s) or Organization(s) shown in the Declarations as an Additional Insured — Co - Owner Of Insured Premises, but only with respect to their liability as co-owner of the premises shown in the Declarations. The limits of insurance that apply to additional insureds are described in Section D. — Limits Of Insurance. How this insurance applies when other insurance is available to an additional insured is described in the Other Insurance Condition in Section E. — Liability And Medical Expenses General Conditions. G. LIABILITY AND MEDICAL EXPENSES DEFINITIONS 1. "Advertisement' means the widespread public dissemination of information or images that has the purpose of inducing the sale of goods, products or services through: a. (1) Radio; (2) Television; (3) Billboard; (4) Magazine; (5) Newspaper; b. The Internet, but only that part of a web site that is about goods, products or services for the purposes of inducing the sale of goods, products or services; or c. Any other publication that is given widespread public distribution. However, "advertisement' does not include: a. The design, printed material, information or images contained in, on or upon the packaging or labeling of any goods or products; or b. An interactive conversation between or among persons through a computer network. 2. "Advertising idea" means any idea for an "advertisement". 3. "Asbestos hazard" means an exposure or threat of exposure to the actual or alleged properties of asbestos and includes the mere presence of asbestos in any form. 4. "Auto" means a land motor vehicle, trailer or semi -trailer designed for travel on public roads, including any attached machinery or equipment. But "auto" does not include "mobile equipment". 5. "Bodily injury" means physical: a. Injury; b. Sickness; or c. Disease sustained by a person and, if arising out of the above, mental anguish or death at any time. 6. "Coverage territory" means: Page 20 of 24 Form SS 00 08 04 05 BUSINESS LIABILITY COVERAGE FORM a. The United States of America (including its b. You have failed to fulfill the terms of a territories and possessions), Puerto Rico contract or agreement; and Canada; if such property can be restored to use by: b. International waters or airspace, but only if a. The repair, replacement, adjustment or the injury or damage occurs in the course removal of "your product" or "your work"; of travel or transportation between any or places included in a. above; b. Your fulfilling the terms of the contract or c. All other parts of the world if the injury or agreement. damage arises out of: 12. "Insured contract" means: (1) Goods or products made or sold by you in the territory described in a. above; a. A contract for a lease of premises. However, that portion of the contract for a (2) The activities of a person whose home lease of premises that indemnifies any is in the territory described in a. person or organization for damage by fire, above, but is away for a short time on lightning or explosion to premises while your business; or rented to you or temporarily occupied by (3) "Personal and advertising injury" you with permission of the owner is offenses that take place through the subject to the Damage To Premises Internet or similar electronic means of Rented To You limit described in Section communication D. — Liability and Medical Expenses Limits provided the insured's responsibility to pay of Insurance. damages is determined in the United States of b. A sidetrack agreement; America (including its territories and c. Any easement or license agreement, possessions), Puerto Rico or Canada, in a including an easement or license "suit" on the merits according to the agreement in connection with construction substantive law in such territory, or in a or demolition operations on or within 50 settlement we agree to. feet of a railroad; 7. "Electronic data" means information, facts or d. Any obligation, as required by ordinance, programs: to indemnify a municipality, except in a. Stored as or on; connection with work for a municipality; b. Created or used on; or e. An elevator maintenance agreement; or c. Transmitted to or from f. That part of any other contract or computer software, including systems and agreement pertaining to your business applications software, hard or floppy disks, (including an indemnification of a CD-ROMS, tapes, drives, cells, data municipality in connection with work processing devices or any other media which performed for a municipality) under which are used with electronically controlled you assume the tort liability of another equipment. party to pay for "bodily injury" or "property 8. "Employee" includes a "leased worker". damage" to a third person or organization, "Employee" does not include a "temporary provided the "bodily injury" or "property worker". damage" is caused, in whole or in part, by you or by those acting on your behalf. 9. "Executive officer" means a person holding Tort liability means a liability that would be any of the officer positions created by your imposed by law in the absence of any charter, constitution, by-laws or any other contract or agreement. similar governing document. Paragraph f. includes that part of any 10. "Hostile fire" means one which becomes contract or agreement that indemnifies a uncontrollable or breaks out from where it was railroad for "bodily injury" or "property intended to be. damage" arising out of construction or 11. "Impaired property" means tangible property, demolition operations within 50 feet of any other than "your product" or "your work", that railroad property and affecting any railroad cannot be used or is less useful because: bridge or trestle, tracks, road -beds, tunnel, a. It incorporates "your product" or "your work" underpass or crossing. that is known or thought to be defective, However, Paragraph f. does not include deficient, inadequate or dangerous; or that part of any contract or agreement: Form SS 00 08 04 05 Page 21 of 24 BUSINESS LIABILITY COVERAGE FORM (1) That indemnifies an architect, engineer or surveyor for injury or damage arising out of: (a) Preparing, approving or failing to prepare or approve maps, shop drawings, opinions, reports, surveys, field orders, change orders, designs or drawings and specifications; or (b) Giving directions or instructions, or failing to give them, if that is the primary cause of the injury or damage; or (2) Under which the insured, if an architect, engineer or surveyor, assumes liability for an injury or damage arising out of the insured's rendering or failure to render professional services, including those listed in (1) above and supervisory, inspection, architectural or engineering activities. 13. "Leased worker" means a person leased to you by a labor leasing firm under an agreement between you and the labor leasing firm, to perform duties related to the conduct of your business. "Leased worker" does not include a "temporary worker". 14. "Loading or unloading" means the handling of property: a. After it is moved from the place where it is accepted for movement into or onto an aircraft, watercraft or "auto"; b. While it is in or on an aircraft, watercraft or "auto"; or c. While it is being moved from an aircraft, watercraft or "auto" to the place where it is finally delivered; but "loading or unloading" does not include the movement of property by means of a mechanical device, other than a hand truck, that is not attached to the aircraft, watercraft or "auto". 15. "Mobile equipment" means any of the following types of land vehicles, including any attached machinery or equipment: a. Bulldozers, farm machinery, forklifts and other vehicles designed for use principally off public roads; b. Vehicles maintained for use solely on or next to premises you own or rent; c. Vehicles that travel on crawler treads; d. Vehicles, whether self-propelled or not, on which are permanently mounted: (1) Power cranes, shovels, loaders, diggers or drills; or (2) Road construction or resurfacing equipment such as graders, scrapers or rollers; e. Vehicles not described in a., b., c., or d. above that are not self-propelled and are maintained primarily to provide mobility to permanently attached equipment of the following types: (1) Air compressors, pumps and generators, including spraying, welding, building cleaning, geophysical exploration, lighting and well servicing equipment; or (2) Cherry pickers and similar devices used to raise or lower workers; f. Vehicles not described in a., b., c., or d. above maintained primarily for purposes other than the transportation of persons or cargo. However, self-propelled vehicles with the following types of permanently attached equipment are not "mobile equipment" but will be considered "autos": (1) Equipment, of at least 1,000 pounds gross vehicle weight, designed primarily for: (a) Snow removal; (b) Road maintenance, but not construction or resurfacing; or (c) Street cleaning; (2) Cherry pickers and similar devices mounted on automobile or truck chassis and used to raise or lower workers; and (3) Air compressors, pumps and generators, including spraying, welding, building cleaning, geophysical exploration, lighting and well servicing equipment. 16. "Occurrence" means an accident, including continuous or repeated exposure to substantially the same general harmful conditions. 17. "Personal and advertising injury" means injury, including consequential "bodily injury", arising out of one or more of the following offenses: a. False arrest, detention or imprisonment; b. Malicious prosecution; Page 22 of 24 Form SS 00 08 04 05 BUSINESS LIABILITY COVERAGE FORM c. The wrongful eviction from, wrongful entry into, or invasion of the right of private occupancy of a room, dwelling or premises that the person occupies, committed by or on behalf of its owner, landlord or lessor; d. Oral, written or electronic publication of material that slanders or libels a person or organization or disparages a person's or organization's goods, products or services; e. Oral, written or electronic publication of material that violates a person's right of privacy; f. Copying, in your "advertisement", a person's or organization's "advertising idea" or style of "advertisement"; g. Infringement of copyright, slogan, or title of any literary or artistic work, in your "advertisement"; or h. Discrimination or humiliation that results in injury to the feelings or reputation of a natural person. 18. "Pollutants" means any solid, liquid, gaseous or thermal irritant or contaminant, including smoke, vapor, soot, fumes, acids, alkalis, chemicals and waste. Waste includes materials to be recycled, reconditioned or reclaimed. 19. "Products -completed operations hazard"; a. Includes all "bodily injury" and "property damage" occurring away from premises you own or rent and arising out of "your product" or "your work" except: (1) Products that are still in your physical possession; or (2) Work that has not yet been completed or abandoned. However, "your work" will be deemed to be completed at the earliest of the following times: (a) When all of the work called for in your contract has been completed. (b) When all of the work to be done at the job site has been completed if your contract calls for work at more than one job site. (c) When that part of the work done at a job site has been put to its intended use by any person or organization other than another contractor or subcontractor working on the same project. Work that may need service, maintenance, correction, repair or replacement, but which is otherwise complete, will be treated as completed. The "bodily injury" or "property damage" must occur away from premises you own or rent, unless your business includes the selling, handling or distribution of "your product" for consumption on premises you own or rent. b. Does not include "bodily injury" or "property damage" arising out of: (1) The transportation of property, unless the injury or damage arises out of a condition in or on a vehicle not owned or operated by you, and that condition was created by the "loading or unloading" of that vehicle by any insured; or (2) The existence of tools, uninstalled equipment or abandoned or unused materials. 20. "Property damage" means: a. Physical injury to tangible property, including all resulting loss of use of that property. All such loss of use shall be deemed to occur at the time of the physical injury that caused it; or b. Loss of use of tangible property that is not physically injured. All such loss of use shall be deemed to occur at the time of "occurrence" that caused it. As used in this definition, "electronic data" is not tangible property. 21. "Suit" means a civil proceeding in which damages because of "bodily injury", "property damage" or "personal and advertising injury" to which this insurance applies are alleged. "Suit" includes: a. An arbitration proceeding in which such damages are claimed and to which the insured must submit or does submit with our consent; or b. Any other alternative dispute resolution proceeding in which such damages are claimed and to which the insured submits with our consent. 22. "Temporary worker" means a person who is furnished to you to substitute for a permanent "employee" on leave or to meet seasonal or short-term workload conditions. 23. "Volunteer worker" means a person who: a. Is not your "employee"; Form SS 00 08 04 05 Page 23 of 24 BUSINESS LIABILITY COVERAGE FORM b. Donates his or her work; c. Acts at the direction of and within the scope of duties determined by you; and d. Is not paid a fee, salary or other compensation by you or anyone else for their work performed for you. 24. "Your product': a. Means: (1) Any goods or products, other than real property, manufactured, sold, handled, distributed or disposed of by: (a) You; (b) Others trading under your name; or (c) A person or organization whose business or assets you have acquired; and (2) Containers (other than vehicles), materials, parts or equipment furnished in connection with such goods or products. b. Includes: (1) Warranties or representations made at any time with respect to the fitness, quality, durability, performance or use of "your product'; and (2) The providing of or failure to provide warnings or instructions. c. Does not include vending machines or other property rented to or located for the use of others but not sold. 25. "Your work": a. Means: (1) Work or operations performed by you or on your behalf; and (2) Materials, parts or equipment furnished in connection with such work or operations. b. Includes: (1) Warranties or representations made at any time with respect to the fitness, quality, durability, performance or use of "your work"; and (2) The providing of or failure to provide warnings or instructions. Page 24 of 24 Form SS 00 08 04 05 Compensation and Pricing The costs for this redistricting project include several fixed elements, with a total cost for our services. BUDGET Full City of Burlingame Driven Redistricting Process. Attending staff planning meetings, City of Burlingame hearings, assisting staff in preparation of outreach meetings and reports. Working with staff on communications strategies and media, if requested. Creation of mapping options, evaluation of publicly drawn maps, analysis of voting rights act and compliance with other laws and traditional redistricting criteria. Overseeing all subcontractors at the direction of the City of Burlingame and staff. Assisting City of Burlingame with final map and council reports. Additional duties as required. Principal Staff: Paul Mitchell Cost: $30,000 Technical Staffing. Implementation of mapping software and online mapping tool, serving as the main point of contact for technical support for city staff, City of Burlingame and the public. Employment of GIS and data analysis software, data management. Principal Staff: Jacob Thompson Fisher Cost: $10,000 Support and Administration. Point of contact for city staff, assistance with scheduling of hearings, working with staff on facilities and materials for outreach and supervisor meeting; administration and responsibility for subcontractors. Principal Staff: Kimi Shigetani Cost: $10,000 Total Redistricting Cost: $50,000 Projected Additional Outreach. In addition to the regular presentations and outreach embedded in the redistricting process, specific outreach to impacted communities could be reinforced through the use of a qualified and experienced subcontractor. We are happy to work with the city on determining what these additional services will be and an appropriate contract, or subcontract, with Imprenta or another qualified firm. Recommended subvendor: Imprenta Cost: $15,000 Mapping Software for Public. Caliper Corporation is the vendor which provides two products that will be used for this project: (1) Maptitude for Redistricting, a desktop software for redistricting consultants, staff, and (2) Maptitude Online Redistricting system for community map drawing and public engagement. Caliper would also be conducting online training and technical support. Recommended subvendor: Caliper Cost: $12,000 Consultants and staff each have billable costs based on their experience and the value they bring to this project. The hourly rate for staff beyond the primary consultants is based on their position, and over the course of the contract different individuals can be assigned to each staff level. Hourly Rate On -Site Day Rate Paul Mitchell $375 $4,500 Technical Staff $185 $2,220 Administrative Staff $185 $2,220 Support Staff $85 $1,020 The full budget for this redistricting proposal is based on the breakdown above. However, multiple staff will support, so there is not a one-to-one relationship to the hourly or on -site day rate of that consultant to the cost of completing each set of deliverables.