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Agr 2021-11-24 (Meliora Public Safety Consulting)
Town of Tiburon 7/20 1 Agreement for Professional Services TOWN OF TIBURON 1505 Tiburon Boulevard, Tiburon, CA 94920 AGREEMENT FOR PROFESSIONAL SERVICES Organizational Assessment for Tiburon Police Department November 24, 2021 This Professional Services Agreement (the "Agreement") is dated November 24, 2021 and is by and between the Town of Tiburon, a public body of the State of California ("Town") and Meliora Public Safety Consulting, a Limited Liability Company (LLC) relating to professional consulting Services (“Services"). RECITALS: WHEREAS, Government Code section 53060 permit the City to enter into agreements for professional services with individuals specially trained and experienced and competent to perform those services; and WHEREAS, Consultant is willing to render such professional services, as hereinafter defined, on the following terms and conditions. NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, stipulated and agreed, the parties agree as follows: AGREEMENT: 1. DESCRIPTION OF CONSULTANT’S SERVICES. Services are as described in the Town’s Proposals, Exhibit 1, and the following: Meliora Public Safety Consulting, LLC will conduct an organizational assessment of the Tiburon Police Department as described in Exhibit 1 (attached) and prepare a written report with recommendations. 2. COMPENSATION FOR CONSULTANT’S SERVICES. Compensation for the Services shall be (select one): [ ] Lump Sum of $ ______________, (with) / (without) [Circle one] progress payments; or [ X ] Time and materials, per schedule of rates and charges included in Exhibit 1, with a guaranteed not to exceed price of $30,000. 3. EFFECTIVE DATE AND TERM. The effective date of this Agreement is November 24, 2021 and it shall terminate no later than June 30, 2021. 4. PERSONNEL SUPPLIED FOR CONSULTANT’S SERVICES. Consultant shall use only the personnel listed below (resumes attached) in performing the Services. (If subconsultants are used, list the firm, personnel and attach resumes). Jackie Gomez-Whiteley and Mark Yokoyama 5. TERMS AND CONDITIONS. Consultant shall perform the Services identified herein, in accordance with the terms and conditions of this Agreement, including without limitation, terms regarding Compensation, Schedule, Personnel, Annex “A” Agreement Terms and Conditions, and Annex “B” Insurance. Consultant acknowledges its opportunity to negotiate such terms and conditions. DocuSign Envelope ID: 9F1CBA73-07B6-4A5F-A5BB-3EC7CABA90EE Town of Tiburon 7/20 2 Agreement for Professional Services 6. LIMITATIONS. Changes made to printed Terms and Conditions on this Agreement are null and void unless approved in writing by the Town. 7. USE OF AGREEMENT. The Agreement number must appear on all invoices and correspondence. Send invoices in duplicate to Town of Tiburon, Police Department, 1155 Tiburon Boulevard, Tiburon, CA 94920, immediately upon performance. 8. For purposes of this Agreement, Town and Consultant shall direct all communications to each other as follows: Town: Ryan Monaghan Chief of Police 1155 Tiburon Boulevard Tiburon, CA 94920 Phone: (415) 789-2807 Fax: (415) 789-2828 Email: rmonaghan@tibutonpd.org Consultant: Jackie Gomez-Whiteley Principal Meliora Public Safety Consulting 1038 E. Bastanchury Rd., Suite 132 Fullerton, CA 92835 (714) 334-5831 jackie@meliorapsc.com IN WITNESS WHEREOF the parties have executed this Agreement in duplicate as of the dates identified below. TOWN OF TIBURON: CONSULTANT: Ryan Monaghan, Chief of Police Signature of Consultant Date: Jackie Gomez-Whiteley Please print name of Consultant Greg Chanis, Town Manager Title: Principal Date: Date: DocuSign Envelope ID: 9F1CBA73-07B6-4A5F-A5BB-3EC7CABA90EE 11/30/2021 11/30/2021 12/1/2021 Town of Tiburon 7/20 3 Agreement for Professional Services Attest: Lea Stefani, Town Clerk Approved as to form and procedure: Town Attorney END OF DOCUMENT DocuSign Envelope ID: 9F1CBA73-07B6-4A5F-A5BB-3EC7CABA90EE Town of Tiburon 7/20 Annex A - 1 Purchase Order for Professional Services ANNEX A – PURCHASE ORDER TERMS AND CONDITIONS This is an Annex to the Agreement for Professional Services Agreement dated November 24, 2021 (“Agreement”) between the Town and Consultant, as described therein, for the provision of professional services (“Services”). ARTICLE 1 – TERMS OF PERFORMANCE 1.01 Agreement Force and Effect. The provisions of this Agreement constitute the entire agreement between the Consultant and Town regarding the Services, shall supersede all other prior purchase orders/agreements between Consultant and Town with respect to the Services, and shall control over any inconsistent provisions in any Consultant-prepared attachments hereto. No representation, term or covenant not expressly specified in this Agreement shall, whether oral or written, be a part of this Agreement. Town is not responsible for Services rendered without the authority of an Agreement on this form. 1.02 Performance of Services. Consultant represents that it possesses the requisite training, licenses and permits necessary to perform the Services, and that its performance of the Services shall conform to the standard of practice of a professional having specific experience and expertise in professional services of like nature and complexity of the Services. 1.03 Licenses. If a license of any kind, which term is intended to include evidence of registration, is required of Consultant, its employees, agents, or subcontractors by federal or state law, Consultant warrants that such license has been obtained, is valid and in good standing, and shall be kept in effect all times during the term of this agreement. 1.04 Progress and Coordination. Upon Town’s request, Consultant shall provide Town with progress submittals showing status of Services, at times and increments as Town may reasonably request, and shall provide Town with a progress schedule for performance of the Services, at times and in a level of detail as Town may reasonably request. Consultant shall coordinate with Town and authorities with jurisdiction as necessary to perform the Services. Time is of the essence in the performance of the Services. 1.05 Plans, Specifications, Reports, Deliverables. Work product under this Agreement shall be professional in appearance, comply with the requirements of this Agreement and with design criteria established by Town, applicable laws and codes, and with all applicable professional standards. Services shall meet this standard within the agreed compensation and schedule; services necessary to correct work product, errors or omissions in work product, shall not entitle Consultant to an increase in compensation. 1.06 No Waivers. The granting of any payment, and any inspections, reviews, approvals or oral statements by any Town representative, or certification by any governmental entity, shall not limit or waive Consultant’s obligations under this Agreement. Either party’s waiver of any breach, or the omission or failure of either party, at any time, to enforce any right reserved to it, or to require strict performance of any provision of this Agreement, shall not be a waiver of any other right to which any party is entitled, and shall not in any way limit or modify that party’s right thereafter to enforce or compel strict compliance with every provision hereof. 1.07 Modifications. This Agreement may not be modified, nor may compliance with any of its terms be waived, except by written instrument executed and approved by fully authorized representatives of Town and Consultant. Consultant’s authorized representative is the individual signing this Agreement unless Consultant otherwise informs Town in writing. 1.08 Payment Requests. Consultant shall submit all billings with all necessary invoices, time records, deliverables, or other appropriate evidence of performance, after which Town shall make payment at the earliest practicable time. If requested by Town to facilitate the payment process DocuSign Envelope ID: 9F1CBA73-07B6-4A5F-A5BB-3EC7CABA90EE Town of Tiburon 7/20 Annex A - 2 Purchase Order for Professional Services and track progress, Consultant shall provide Town with an itemization of its compensation according to a Work Breakdown Structure (“WBS”) in a form Town supplies or approves (at Town’s option), that defines all Agreement tasks (Consultant’s and Subconsultants’), along with a project schedule defining the time line for each task, a project budget defining the planned man-hours and costs for each task, and a schedule of deliverables defining each deliverable to be provided to Town. 1.09 Scope of Compensation. Agreed method of compensation shall be full compensation for all Services required, performed or accepted under this Agreement, and Consultant shall not be entitled to compensation or reimbursement beyond or outside of agreed compensation. If Consultant previously commenced services within the scope of the Services, then the services performed and the compensation paid shall be subject to the terms of this Agreement. 1.010 Additional Services. Payment for Additional Services shall require a written addendum or amendment, negotiated and signed by the Consultant and Town prior to commencing work of Additional Services, providing for the scope, schedule and terms of compensation. ARTICLE 2 – LEGAL AND MISCELLANEOUS 2.01 No Assignment. Consultant shall not subcontract any portion of the Services or otherwise assign this Agreement without prior written approval of Town, and Consultant shall remain responsible for compliance with all terms of this Agreement, regardless of the terms of any such assignment. 2.02 Records and Audit. At Town’s request, Consultant shall make available to Town, its authorized agents, officers, or employees, for audit, photocopy or compilation, any and all ledgers, books of accounts, invoices, payrolls, vouchers, cancelled checks, correspondence, internal memoranda, calculations, drafts, and other records or documents evidencing or relating to the performance of the Services (hard copy or electronic), expenditures and disbursements charged to Town in connection with the Services. Consultant shall maintain such documents for at least three (3) years following completion of the Services. Such rights shall be specifically enforceable. 2.03 Independent Contractor. Consultant is an independent Contractor and does not act as Town’s agent in any capacity, whatsoever. Consultant is not entitled to any benefits that Town provides to Town employees, including, without limitation, worker’s compensation benefits or payments, pension benefits, health benefits or insurance benefits. Terms within this Agreement regarding direction apply to and concern the result of the Consultant’s provision of Services, not the means, methods, or scheduling of the Consultant’s work. Consultant shall be solely responsible for the means, methods, techniques, sequences and procedures with respect to its provision of Services under this Agreement. Consultant shall pay all payroll taxes imposed by any governmental entity and shall pay all other taxes not specifically identified in this Agreement as Town’s responsibility. 2.04 Hold Harmless. By execution of this Agreement, Consultant personally assumes all risks for any harm, injury or damage that may befall Consultant in the course of performing the tasks, obligations, and services set forth in this Agreement, including all risks connected therewith, whether foreseen or unforeseen. Further, Consultant shall forever release, waive, discharge and hold harmless Town, and its respective officials, officers, employees, agents and volunteers, from any and all liability for any personal injury or property damage sustained by Consultant in the course of performing the tasks, obligations, and services set forth in this Agreement, including any property damage or personal injury resulting from or arising out of any negligent act, error or omission of the Town. 2.05 Conflict of Interest. Consultant represents and warrants that it presently has no interest, and shall not have any interest, direct or indirect, which would conflict in any manner with the performance of work and services required under this Agreement. Without limitation, Consultant represents to and agrees with Town that Consultant has disclosed any potential conflict of DocuSign Envelope ID: 9F1CBA73-07B6-4A5F-A5BB-3EC7CABA90EE Town of Tiburon 7/20 Annex A - 3 Purchase Order for Professional Services interest, and will have no future conflict of interest, in providing Town services hereunder, including but not limited to, any interest (financial, share ownership, shared management, shared directors, or reporting responsibilities) Consultant may presently have, or will have in the future, with respect to any other person or entity (including but not limited to potential suppliers, vendors, consultants, contractors, or regulatory agency) which may have an interest in the subject matter of the Services. 2.06 Confidentiality. Any information, whether proprietary or not, made known to or discovered by Consultant during the performance of or in connection with this Agreement for Town, will be kept confidential and not be disclosed to any other person. Consultant will immediately notify Town in writing if it is requested to disclose any information made known to or discovered by Consultant during the performance of or in connection with this Agreement. These conflict of interest, confidentiality and future service provisions and limitations shall remain fully effective indefinitely after termination of services to Town hereunder. 2.07 Ownership of Results. Any interest (including copyright interests) of Consultant or its contractors or subconsultants (together, “Subconsultants”), in studies, reports, memoranda, computational sheets, drawings, plans or any other documents (including electronic media) prepared by Consultant or its Subconsultants in connection with the Services, shall become the property of Town. To the extent permitted by Title 17 of the United States Code, work product produced under this Agreement shall be deemed works for hire and all copyrights in such works shall be the property of Town. In the event that it is ever determined that any works created by Consultant or its Subconsultants under this Agreement are not works for hire under U.S. law, Consultant hereby assigns to Town all copyrights to such works. With Town’s prior written approval, Consultant may retain and use copies of such works for reference and as documentation of experience and capabilities. As respects Consultant’s standard details and proprietary design instruments of service (not specific to this Agreement), however, Town shall have only a non-exclusive but otherwise unrestricted license to use the materials prepared in connection with this Agreement. 2.08 Non-Discrimination Policy. Consultant shall not discriminate against any employee or applicant for employment, nor against any Subconsultant or applicant for a subcontract, because of race, color, religious creed, age, sex, actual or perceived sexual orientation, national origin, disability as defined by the ADA or veteran’s status. To the extent applicable, Consultant shall comply with all federal, state and local laws (including, without limitation, all Town and Town ordinances, rules and regulations) regarding non-discrimination, equal employment opportunity, affirmative action and occupational-safety-health concerns, shall comply with all applicable rules and regulations thereunder, and shall comply with same as each may be amended from time to time. Consultant shall provide all information reasonably requested by Town to verify compliance with such matters. Consultant stipulates, acknowledges and agrees that Town has the right to monitor Consultant’s compliance with all applicable non-discrimination requirements, and may impose sanctions upon a finding of a willful, knowing or bad faith noncompliance or submission of information known or suspected to be false or misleading. 2.09 Termination and Suspension. (i) Town may, with or without cause, direct Consultant to suspend, delay or interrupt Services, in whole or in part, for such periods of time as Town may determine in its sole discretion. (ii) Town may terminate performance of the Services under this Agreement in whole, or from time to time in part, for default, should Consultant commit a material breach of this Agreement, or part thereof, and not cure such breach within ten (10) calendar days of the date of Town’s written notice to Consultant demanding such cure, in which case Consultant shall be liable to Town for all loss, cost, expense, damage and liability resulting from such breach and termination. (iii) Town may terminate performance of the Services under this Agreement in whole, or from time to time in part, for convenience, whenever Town determines that such termination is in Town’s best interests, in which case Consultant shall be entitled to recover compensation and costs for services performed to the effective date of termination, but may recover no other cost, damage or expense. The Town may condition payment of such DocuSign Envelope ID: 9F1CBA73-07B6-4A5F-A5BB-3EC7CABA90EE Town of Tiburon 7/20 Annex A - 4 Purchase Order for Professional Services compensation upon the Consultant’s delivery to the Town of any and all documents, photographs, computer software, video and audio tapes, and other materials provided to Consultant or prepared by or for Consultant or the Town in connection with this Agreement. Consultant shall continue its work throughout the course of any dispute, and Consultant’s failure to continue work during a dispute shall be a material breach of this Agreement. 2.010 Execution; Venue; Limitations. This Agreement shall be deemed to have been executed in the Town of Tiburon, County of Marin. The exclusive venue for all disputes or litigation arising out of this Agreement shall be in the Superior Court of the County of Marin, unless the parties agree otherwise in writing. Enforcement of this Agreement shall be governed by the laws of the State of California, excluding its conflict of laws rules. Except as expressly provided in this Agreement, nothing in this Agreement shall operate to confer rights or benefits on persons or entities not party to this Agreement. As between the parties to this Agreement, any applicable statute of limitations for any act or failure to act shall commence to run on the date of Town’s issuance of the final Certificate for Payment, or termination of this Agreement, whichever is earlier, except for latent defects, for which the statute of limitation shall begin running upon discovery of the defect and its cause. ARTICLE 3 – CONSTRUCTION OF AGREEMENT 3.01 Headings. The headings in this Agreement are for convenience only and do not affect the construction of this Agreement. 3.02 Modifications. Modifications to this Annex “A” Agreement Terms and Conditions shall not be effective unless approved and initialed by Town’s Town Manager. ARTICLE 4 – CONSULTANT’S PROPOSAL AND OTHER CONSULTANT-PREPARED DOCUMENTS 4.01 Exhibit 1. Exhibit 1 consists of Consultant-prepared documents (e.g., Consultant’s rate sheet and proposal, if any) attached to this Agreement for reference only, defining further the scope of Consultant’s scope of Services hereunder. 4.02 Complementary Construction. This Agreement, its Annexes and attachments (including but not limited to the attached Exhibit 1) are deemed complementary; what is called for by one is as binding as if called for in both and shall be performed by Consultant. In the case of direct conflict, then the requirement providing Town with the broader scope of services shall have precedence. 4.03 Modifications. Exhibit 1 may not supplement, contradict or qualify Annex “A” Agreement Terms and Conditions, except as listed below and initialed by the Town Manager. 4.04 Named Personnel and Subconsultants. It is recognized that the named personnel and Subconsultants in the Agreement are not bound by personal employment contracts to Consultant, however, Consultant agrees that reassignment of any of the named personnel or Subconsultants during the Services requires prior written approval of Town, which approval shall not be unreasonably withheld. Under no circumstances may Consultant replace personnel or Subconsultants with less qualified or less experienced personnel, without Town’s written consent, which may be withheld by Town on a reasonable belief of good cause. END OF ANNEX “A” DocuSign Envelope ID: 9F1CBA73-07B6-4A5F-A5BB-3EC7CABA90EE Annex B - 1 Purchase Order for Professional Services SJ - San Jose #4822-9782-9058 v1 ANNEX B – INSURANCE REQUIREMENTS This is an Annex to the Agreement for Professional Services Agreement dated November 24, 2021 (“Agreement”) between Town and Consultant, as described therein, for the provision of professional services (“Services”). ARTICLE 5 – INSURANCE Consultant’s Duty to Show Proof of Insurance. Prior to the execution of this Agreement, Consultant shall furnish to Town satisfactory proof that Consultant has taken out for the entire period required by this Agreement, as further described below, the following insurance, in a form satisfactory to Town and with an insurance carrier satisfactory to Town, authorized to do business in California and rated by A. M. Best & Company A- or better, financial category size VII or better, which will protect those described below from claims described below which arise or are alleged to have arisen out of or result from the acts or omissions of Consultant for which Consultant may be legally liable, whether performed by Consultant, or by those employed directly or indirectly by it, or by anyone for whose acts Consultant may be liable: 5.01 Commercial General Liability Insurance Commercial general liability insurance, written on an “occurrence” basis, which shall provide coverage for bodily injury, death and property damage resulting from operations, products liability, blasting, explosion, collapse of buildings or structures, damage to underground structures and utilities, liability for slander, false arrest and invasion of privacy arising out of construction management operations, blanket contractual liability, broad form endorsement, a construction management endorsement, products and completed operations, personal and advertising liability, with per location limits of not less than One Million Dollars ($1,000,000) general aggregate and One Million Dollars ($1,000,000) each occurrence. 5.02 Business Automobile Liability Insurance Business automobile liability insurance with limits not less than One Million Dollars ($1,000,000) each occurrence including coverage for owned, non-owned and hired vehicles. 5.03 Professional Liability Insurance Professional Liability Insurance, either limits of not less than One Million Dollars ($1,000,000) each occurrence or claim and Two Million Dollars ($2,000,000) aggregate, all with respect to negligent acts, errors or omissions in connection with services to be provided under this Agreement, with no exclusion for claims of one insured against another insured and with tail coverage for a period of five (5) years after the completion of the Services. 5.04 Additional Insured / Waiver of Subrogation Consultant shall include Town, its officers, officials, agents, employees and volunteers as Additional Insureds under the General Liability and Auto policies, and shall supply specific endorsements for same. The Additional Insured endorsement under the General Liability policy will be the Additional Insured – Town, Lessees or Contractors – Scheduled Person or Organization ISO Form CG2010 with the current applicable revision date. It is acceptable that the Additional Insured endorsement to provide “where required by written contract." Consultant shall obtain a specific endorsement to its workers’ compensation insurance policy waiving all rights of subrogation against the Town, its officers, officials, agents, employees and volunteers. 5.05 The policies shall apply separately to each insured against whom claim is made or suit is brought except with respect to the limits of the company’s liability. DocuSign Envelope ID: 9F1CBA73-07B6-4A5F-A5BB-3EC7CABA90EE Annex B - 2 Purchase Order for Professional Services SJ - San Jose #4822-9782-9058 v1 5.06 Written notice of cancellation of the policies shall be mailed to Town thirty (30) days in advance of the effective date thereof. 5.07 Insurance shall be primary insurance and no other insurance or self-insured retention carried or held by any named or additional insureds other than that amount Consultant shall be called upon to contribute to a loss covered by insurance for the named insured. 5.08 Certificates of Insurance and Endorsements shall have clearly typed thereon the title of the Agreement, shall clearly describe the coverage and shall contain a provision requiring the giving of written notice. 5.09 Nothing herein contained shall be construed as limiting in any way the extent to which Consultant or any of its permitted subcontractors or subconsultants may be held responsible for payment of damages resulting from their operations. If Consultant fails to maintain any required insurance, Town may take out such insurance, and deduct and retain amount of premium from any sums due Consultant under this Agreement. END OF ANNEX “B” DocuSign Envelope ID: 9F1CBA73-07B6-4A5F-A5BB-3EC7CABA90EE © Meliora Public Safety Consulting, LLC |1038 E. Bastanchury Road Suite 132 Fullerton, CA 92835 | 714-334-5831 www.MelioraPSC.com November 16, 2021 Ryan M. Monaghan Chief of Police Town of Tiburon 1155 Tiburon Blvd. Tiburon, CA 94920 Dear Chief Monaghan: Meliora Public Safety Consulting, LLC, (Meliora PSC) is pleased to submit this proposal to the Town of Tiburon for an assessment of the Tiburon Police Department. Meliora PSC was founded by a team of public safety professionals with a passion for continuous improvement and implementation of contemporary practices in the field of public safety. We use this as the cornerstone of our work with public safety agencies across the country. The organizational assessment will include the following areas: § Review of current organizational configuration and service delivery systems to determine the optimal staffing model that appropriately considers service delivery expectations, operational budgets, City/Town Council priorities, workload, goals and specific performance measures; § Assess and evaluate current management capacity, roles and responsibilities and analyze configuration and reporting relationships to ensure efficiencies; § Analyze the department’s efficiencies in how it serves the community; § Examine organizational structure and functions; § Assess human resources related to structure, functions and duties; § Assess and evaluate current supervisory roles and responsibilities and analyze reporting relationships to ensure efficiencies; § Review the department’s operational functions and workflow process; § Review pertinent documents such as police budgets/strategic plans and identify and analyze data from the Computer-Aided Dispatch/Records DocuSign Envelope ID: 9F1CBA73-07B6-4A5F-A5BB-3EC7CABA90EE Management System (CAD/RMS) to provide insight about workload in the Tiburon Police Department. § Analyze department and employee performance measurement and accountability systems; § Assess data collection systems and analytical capacity; § Analyze overtime use and management to include potential staffing alternatives; § Conduct interviews with department personnel; § And review staff retention and experience. This proposal is specifically designed to meet the needs of the organization with an external assessment of public safety service in your community. In today’s ever-changing public safety environment, law enforcement leaders must be adept at leading the organization through change, partnering with the community to include those with varying perspectives, collaborating with intra- department town/city leaders, addressing opportunities for development, training and improvement, and being ever-present and willing to adapt to societal issues impacting the industry. Meliora PSC has assembled a team of experienced public safety executives with hundreds of years of combined experience leading organizations through change and development, teaching and training law enforcement leaders, authoring professional publications, and providing extensive consulting services throughout the country. Our team at Meliora Public Safety Consulting is ready to assist immediately and greatly appreciate this opportunity. I would be pleased to address any questions you may have and can be reached at 714-334-5831 or via email at jackie@meliorapsc.com. Sincerely, Jackie Gomez-Whiteley Principal Meliora Public Safety Consulting, LLC DocuSign Envelope ID: 9F1CBA73-07B6-4A5F-A5BB-3EC7CABA90EE Meliora Public Safety Consulting, LLC |1038 E. Bastanchury Road Suite 132 Fullerton, CA 92835 | 714-334-5831 www.MelioraPSC.com OUR TEAM Jackie Gomez-Whiteley, Chief (Ret.) Principal, Meliora Public Safety Consulting, LLC Background Chief Jackie Gomez-Whiteley is a 33-year law enforcement professional having served with distinction in Orange, Los Angeles, and Monterey Counties. In 1986, she began her sworn career at the Orange Police Department where she worked in all three divisions: Patrol, Investigations, and Administration. She was the department’s first woman motor officer, as well as sergeant and lieutenant. In 1989, Jackie was involved in an officer-involved shooting of a kidnap and attempted murder suspect. Because of her actions, she was awarded the Medal of Valor. After 23 years at Orange PD, she accepted a position as Captain at the Cypress Police Department where she oversaw both divisions: Operations and Support Services. In 2011, she was appointed Chief of Police and the first woman to serve as Police Chief of a municipal agency in Orange County. Under her leadership, the Cypress Police Department was recognized by Crime Survivors as the Community-Policing Organization of the Year for 2012 and received the 2013 Community-Policing Award from the Orange County Human Relations Commission. In 2014, Chief Gomez- Whiteley was awarded the Spurgeon Award for her contributions to youth in law enforcement from Exploring Learning for Life of Orange County. She retired in 2015 and shortly thereafter, served as Interim Police Chief for the Alhambra Police Department in Los Angeles County from 2016-2017. In 2019, she served as Interim Police Chief for the Pacific Grove Police Department in Monterey County. In 2020, Chief Gomez-Whiteley was awarded the California Police Chiefs Association, Joe Malloy Memorial Award for her outstanding service and dedication to the law enforcement profession. Chief Gomez-Whiteley obtained her Master of Arts degree from Chapman University in Organizational Leadership with a certificate in Public and Non-Profit Leadership. She has a Bachelor of Arts degree from Loyola Marymount University in Psychology with a minor in Alcohol and Drug Studies. In 2007, Jackie graduated from the P.O.S.T. Command College, where she published an article in Police and Security News Magazine titled: Dirty Bombs: Calculating the Threat. Chief Gomez-Whiteley has been an adjunct instructor at various law enforcement training centers throughout the state for 29 years and is Program Director for the prestigious California Police Chiefs Executive Leadership Institute at Drucker (Claremont Graduate University). She is also an instructor for the National Command and Staff College. Chief Gomez-Whiteley is a Principal of Meliora Public Safety Consulting, LLC specializing in training, consulting, expert testimony, strategic planning, organizational assessments, and leadership development for law DocuSign Envelope ID: 9F1CBA73-07B6-4A5F-A5BB-3EC7CABA90EE Meliora Public Safety Consulting, LLC |1038 E. Bastanchury Road Suite 132 Fullerton, CA 92835 | 714-334-5831 www.MelioraPSC.com enforcement agencies throughout the country. Chief Gomez-Whiteley continues to serve on many boards and consults and trains Police Chiefs and City Managers throughout the United States. Mark Yokoyama, Chief (Ret.) Principal, Meliora Public Safety Consulting, LLC Background Mark Yokoyama began his career in public service in 1987 when he became a Police Officer with the La Palma Police Department in Orange County, California. Over the course of 30 years Yokoyama worked for California police departments in La Palma, Newark, Cypress and Alhambra working varied assignments, supervisory and command positions and serving the last eight years of his policing career as the Chief of Police in the City of Cypress and the City of Alhambra. Throughout his policing career, Yokoyama has been credited with enhancing Community-Oriented Policing and community engagement through various community programs and innovative outreach initiatives, as well implementation of contemporary policing practices and policies. During this time, he has also received awards and national/international accolades for his progressive and contemporary use of technology in effort to build police community relations and policing practices. In 2016, Yokoyama was appointed the City Manager for the City of Alhambra in Los Angeles County where he oversaw the day-to-day operations of 10 City departments, including municipal police and fire departments. During his short tenure as City Manager, he focused on strategic planning for the city, implementation of fiscal reforms and initiatives, citywide infrastructure projects, organizational reform, utility and energy efficiency projects and social service improvement projects. After more than 30 years of a public service career in municipal government, Yokoyama retired in 2017 and accepted the position of Academic Dean with the School of Public Safety at Rio Hondo College. During the course of his professional career, Yokoyama has also maintained a successful private consulting practice covering a large scope of services from training programs, management services and assessment, corporate investigations, emergency planning, policy development, security assessments, pre-employment background investigations, law enforcement liaison services, and critical incident risk management response, to name a few. In addition to working with a number of municipal communities and special districts, his clients also include law firms, private business, as well as a large international hospitality corporation. Yokoyama holds a Master’s Degree from the University of DocuSign Envelope ID: 9F1CBA73-07B6-4A5F-A5BB-3EC7CABA90EE Meliora Public Safety Consulting, LLC |1038 E. Bastanchury Road Suite 132 Fullerton, CA 92835 | 714-334-5831 www.MelioraPSC.com Southern California and California State University Dominguez Hills and a Bachelor’s Degree from the University of La Verne. He is a graduate of the FBI National Academy, P.O.S.T. Command College, and the Senior Management Institute for Police. Yokoyama has been an adjunct faculty member to several community colleges in Southern California as a lecturer and police academy instructor for 30 years. He is also the Past-President of the California Peace Officers Association and is a past board member for the California Police Chiefs’ Association. Professionally he is a member of the FBI National Academy Associates, the International Association of Chiefs of Police and the American Society of Industrial Security. Carol Rasor-Cordero Director, Meliora Public Safety Consulting, LLC Background Carol Rasor-Cordero has served in leadership roles in the public and education sectors for more than 30 years. A veteran law enforcement professional and educator, she brings data research skills, training and development, project management, and leadership development experience to a wide variety of performance management and security consulting assignments, including the operational analysis of more than a dozen municipal police departments. Her expertise includes providing extensive data-driven research and analysis, as well as technical assistance, to law enforcement agencies to improve their effectiveness and efficiency through the application of best practices in the field. Carol is well known for conducting training needs assessments and developing targeted programs based on quantitative and qualitative analyses detailing the performance of law enforcement agencies. She is experienced in developing written reports documenting this analysis and providing recommendations for organizational change and improvement. An Associate Professor, Carol contributed to creating the first online curriculum in Florida for a Bachelor in Applied Science in Public Safety Administration at the College of Public Safety Administration, St. Petersburg College, where she has been a faculty member for more than a decade. She also launched and directed a Gang-Related Investigations specialty track at the College within its Criminal Justice Technology program. Carol has testified before the Florida Congressional Committee on Criminal Justice regarding gang growth, activity and the need for targeted education programs for law enforcement. As a result of her experience working and researching gangs, she designed and delivered a seminar format for a Gang Reduction Statewide Summit in Tallahassee on behalf of the Florida Attorney General’s Office. DocuSign Envelope ID: 9F1CBA73-07B6-4A5F-A5BB-3EC7CABA90EE Meliora Public Safety Consulting, LLC |1038 E. Bastanchury Road Suite 132 Fullerton, CA 92835 | 714-334-5831 www.MelioraPSC.com Carol has extensive experience in team management and crisis responsiveness having developed emergency operations response and crisis teams during her tenure as Patrol Operations Bureau Shift Commander and Judicial Operations Bureau Lieutenant in Pinellas County, Florida. Earlier, Carol spent 10 years in the Law Enforcement Training Section as a sergeant and later lieutenant, where her increasingly responsible roles included instructor, manager, certified high-liability instructor, and ultimately, supervisor for training programs of 800 law enforcement officers. She was certified as a firearms instructor, defensive tactics instructor and police driving instructor. She served as a member and then team leader of the Hostage Negotiations Team. She established the agency’s Crisis Intervention Team. During her tenure as Commander of the Community Services Division in Pinellas County, Carol managed community policing, which grew by 300% and cultivated community partnerships, establishing the Citizen’s Community Policing Institute. She also established the Domestic Violence Unit, and the Sexual Predator and Offender Unit. Carol served as the agency’s training adviser and was instrumental in helping transform the Pinellas County Police Academy from a vocational curriculum to one that offered college accreditation at St. Petersburg College. Carol retired from an extensive 25-year career in law enforcement in Pinellas County, Florida, where she was well respected for her commitment to best practices, development of exceptional training modules and insights into community needs. She was able to effectively communicate with diverse stakeholders and is skilled in collaborating with community representatives to help create environments to initiate change and build stronger bonds with law enforcement. Carol received certification in the Leadership Circle Profile and has created the Executive Succession Program using the Leadership Circle as the cornerstone. The Executive Succession Program is designed for law enforcement professionals as a means to provide effective feedback to help leaders recognize tendencies and behaviors and improve their leadership characteristics. Rob Handy Director, Meliora Public Safety Consulting, LLC Background Chief Robert Handy is 30-year law enforcement professional serving in a wide variety of assignments from Patrol Officer to Police Chief. Handy served in three separate jurisdictions: Huntington Beach, California; San Bernardino, California; and Phoenix, Arizona. Chief Handy has been involved in training and teaching for decades. His broad-base of experience includes firearms instructor, arrest tactics/use of force instructor, academy DocuSign Envelope ID: 9F1CBA73-07B6-4A5F-A5BB-3EC7CABA90EE Meliora Public Safety Consulting, LLC |1038 E. Bastanchury Road Suite 132 Fullerton, CA 92835 | 714-334-5831 www.MelioraPSC.com instructor, in-service instructor, and a veteran university teacher. Chief Handy has obtained a Bachelor’s and Master’s degree in Public Administration and is a graduate of the FBI National Academy. Chief Handy has taught police officers and police leaders throughout California and Arizona. His diverse experiences from the line level through the chief executive, combined with years of academic research and teaching, has provided Handy with vast knowledge and expertise in police practices, training, use of force and every other aspect of contemporary policing. Chief Handy has investigated and/or evaluated thousands of use of force incidents, served as a subject matter expert on police tactics, training and use of force internally and externally. Handy has testified extensively over the years in criminal cases, civil cases, depositions and arbitrations. Chief Handy has served on use of force review boards, discipline review boards and been the final decision maker on use of force and discipline issues for years. Eve Irvine Director, Meliora Public Safety Consulting, LLC Background Chief Eve R. Berg began her law enforcement career with the Inglewood Police Department in 1984 after graduating from the LASD Academy. As an officer, she worked a variety of assignments including: Patrol, Drug Abuse Resistance Education (D.A.R.E.) and Detectives. As a Detective, Chief Berg became a nationally-recognized expert in the area of Domestic Violence and worked assignments in Sex Crimes, Child Abuse, Major Assaults, and Robbery. Chief Berg was promoted to the rank of Sergeant in 1994 and worked a variety of assignments as a front-line supervisor in both the Patrol and Administrative Bureaus. Chief Berg was promoted to the rank of Lieutenant in 1999 where she commanded the Community Affairs Section, Internal Affairs and was the Press Information Officer. Chief Berg was later promoted to the rank of Captain in 2003. In 2011, she was appointed Chief of Police for the Manhattan Beach Police Department and served in that capacity for six and one-half years. In January 2018, she was appointed Chief of Police for the Torrance Police Department. She served as a member on the California Police Chiefs' Association Law & Legislation Committee and the Training Committee, and was the Los Angeles County Police Chiefs Association's representative on the Los Angeles County Peace Officers Memorial Foundation. Chief Berg also served as a board member on the Governor’s Medal of Valor Committee. In 2019, Chief Berg was appointed by Governor Newsome as a Commissioner for the California Peace Officers Standards and Training and served in that capacity until her retirement in 2021. DocuSign Envelope ID: 9F1CBA73-07B6-4A5F-A5BB-3EC7CABA90EE Meliora Public Safety Consulting, LLC |1038 E. Bastanchury Road Suite 132 Fullerton, CA 92835 | 714-334-5831 www.MelioraPSC.com Chief Berg holds a Bachelor's Degree in Business from the University of Redlands and a Master of Business Administration from the University of La Verne. Chief Berg has been an adjunct instructor at a number of law enforcement training centers throughout California. She trains police supervisors and managers in strategic planning. Sarah Creighton Senior Associate, Meliora Public Safety Consulting, LLC Background Assistant Chief Sarah Creighton joined the San Diego Police Department in 1984. Over the years, she rose through the ranks, working a variety of assignments, including: patrol, traffic, investigations, and many administrative assignments. She served as the Commanding Officer over three patrol divisions as well as the San Diego Regional Public Safety Training Institute - responsible for administering the basic academy for all San Diego County law enforcement agencies. In 2011, then Captain Creighton was tasked with creating the Department’s first-ever Wellness Unit, dedicated to helping officers and support staff manage their psychological and emotional well-being. The unit was created, in part, as an attempt to reduce officer misconduct attributed to ineffective coping due to stressors inherent with the occupation, and in the aftermath of several tragic officer deaths, including the homicide of two officers, two deaths resulting from vehicle accidents within a few weeks of each other, and a pattern of officer suicide within the department spanning over two decades. The Wellness Unit was awarded the National Destination Zero Award by the Bureau of Justice Services for innovation in the area of officer wellness in 2015, and was the subject of a Department of Justice, COPS Office and PERF publication entitled, Building and Sustaining and Officer Wellness Program: Lessons Learned from the San Diego Police Department. In 2014, Sarah was promoted to Assistant Chief where she had oversight of the training division, personnel, volunteer services, labor relations, recruiting and backgrounds, and the wellness unit. She holds a Master’s degree in Human Behavior and is a national leader and innovator in the area of officer wellness. She served as a technical advisor for the Police Executive Research Forum (PERF) on officer wellness, a technical advisor for the University of Chicago’s National Opinion Research Center for officer safety and wellness, and has provided technical advice to several departments across the country on building and enhancing wellness resources, and more importantly, building and sustaining a culture where employees feel cared for and valued. She continually collaborates with police psychologists and has been a contributor to several scholarly journals in the area of officer wellness and training. DocuSign Envelope ID: 9F1CBA73-07B6-4A5F-A5BB-3EC7CABA90EE Meliora Public Safety Consulting, LLC |1038 E. Bastanchury Road Suite 132 Fullerton, CA 92835 | 714-334-5831 www.MelioraPSC.com Sarah currently serves as the coordinator for the California POST Management Class at the Government Training Agency, providing middle manager leadership training. She is a volunteer call taker for COPLINE, an international crisis hotline exclusively serving law enforcement officers. In these roles she has frequent and direct contact with leaders in law enforcement as well as officers and deputies from across the country who are struggling with the current stressors in law enforcement. Lisa Rosales Senior Associate, Meliora Public Safety Consulting, LLC Background Chief Lisa Rosales has served three amazing communities over the course of a 33-year career, with six of those years as a Chief of Police. Chief Rosales has over 10 years of progressive law enforcement executive experience and over 30 years of highly motivated, outgoing, and inspiring leadership with an understanding of balancing the management of police services while embracing community policing. She served the City of Pasadena Police Department for 27 years culminating with the position of Commander, and as Chief of Police for the City of San Pablo for three years, and the City of Glendora Police Department for three years. Chief Rosales held a variety of positions from patrol, detectives, community services, school resource officer, administrative services management, strategic services, and the Chief of Police special project manager, along with the ranks of Police Officer, Police Corporal, Police Sergeant, Police Lieutenant, Police Commander and Chief of Police. Chief Rosales attended the University of San Diego earning her Bachelor of Arts degree in Liberal Arts and obtaining a teaching credential from the State of California. She earned a Master’s Degree in Public Administration from the University of La Verne. She graduated from California P.O.S.T. Supervisory Leadership Institute in 1999, Class 84. In 2007, she graduated California P.O.S.T. Command College and was the recipient of the prestigious Hank E. Koehn leadership award. Chief Rosales grew up in Highland Park, California. After graduating college, she taught in Los Angeles County elementary schools. Her interest in police work was the result of two elementary school friends whom in 1977 were kidnapped and murdered. The young victims were killed at the hands of the “Hillside Strangler” that terrorized the Los Angeles area in the late 1970’s with the killing of ten women. While in the teaching field, Rosales somehow knew she had to do more to help people and families in the community affected by crime. In 1987, the Pasadena Police Department hired Chief Rosales and sponsored her through the Rio Hondo Police Academy. DocuSign Envelope ID: 9F1CBA73-07B6-4A5F-A5BB-3EC7CABA90EE Meliora Public Safety Consulting, LLC |1038 E. Bastanchury Road Suite 132 Fullerton, CA 92835 | 714-334-5831 www.MelioraPSC.com Lisa volunteers at her elementary school, St. Ignatius of Loyola, as a school board member. She also volunteers as a Chiefs Advisor for the annual Women Leaders in Law Enforcement symposium. She is a member of the California Police Chiefs’ Association and International Association of Chiefs of Police. Lisa is passionate about her commitment to the law enforcement profession. She is proud of the core values developed under her leadership; PRIDE: Proactive, Respectful, Integrity, Dedication, and Excellence. PROJECT TEAM OUR ASSESSMENT PROCESS Meliora PSC has developed a comprehensive approach to conducting organizational assessments. The first step is a request for information to include documents, reports, worksheets and data. These informational sources will form the foundation for determining a baseline of activities of the department’s existing systems and processes, performance efficiencies, risk management capabilities, and community policing strategies. Next, Meliora PSC staff will initiate phone and/or video conferences with key personnel in the department to further explore the inner-workings of the Tiburon Jackie Gomez-Whiteley Project Lead Carol Rasor-Cordero Rob Handy Eve Irvine Sarah Creighton Lisa Rosales Mark Yokoyama DocuSign Envelope ID: 9F1CBA73-07B6-4A5F-A5BB-3EC7CABA90EE Meliora Public Safety Consulting, LLC |1038 E. Bastanchury Road Suite 132 Fullerton, CA 92835 | 714-334-5831 www.MelioraPSC.com Police Department. It is important that we learn the areas that meet or exceed best practices as well as identify opportunities for improvement. Meliora PSC will also conduct two community focus group meetings to elicit input and feedback from community stakeholders on the department’s performance and identify where expectations are met and can be enhanced. Meliora PSC will conduct a two-day on-site visit of the police department and meet with key staff members, as part of the assessment detailed in the cover letter. Upon completion of the visit, Meliora PSC will generate a thorough report addressing key observations and recommendations covering operations, investigations, administration, organizational culture, and performance management. PROPOSED FEES The quotation of proposed fees shall remain in effect for 90 days from the date of proposal submission. Meliora PSC will conduct an organizational assessment of the Tiburon Police Department for $27,300 exclusive of travel. The project would be billed in three installments: 40% upon contract signing; 40% with delivery of the draft assessment report; and the remaining 20% with delivery of the final report. Upon delivery of the draft report, the town/city will have 30 days to provide feedback regarding accuracy and the final report will be returned within 30 days of the comment period. Travel expenses, not to exceed $2,700, will be billed as incurred at actual cost with no overhead or administrative fees applied. Mileage will be billed at IRS rate. All reports will be provided for department review in electronic format. Should the local government desire additional support or in-person presentation on recommendations, Meliora PSC will provide staff at a cost of $2,500 per day/per person plus travel expenses. The organizational assessment will serve as the framework for a future needs assessment and strategic plan that can be conducted separately as an additional Meliora PSC service. The organizational assessment will serve as the framework for a future needs assessment and strategic plan that can be conducted separately as an additional Meliora PSC service. DocuSign Envelope ID: 9F1CBA73-07B6-4A5F-A5BB-3EC7CABA90EE DATE (MM/DD/YYYY)CERTIFICATE OF LIABILITY INSURANCE 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 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). CONTACTPRODUCERNAME: FAXPHONE(A/C, No):(A/C, No, Ext): E-MAIL ADDRESS: PRODUCER CUSTOMER ID #: INSURER(S) AFFORDING COVERAGE NAIC # INSURED INSURER A : INSURER B : INSURER C : INSURER D : INSURER E : INSURER F : COVERAGES CERTIFICATE NUMBER:REVISION NUMBER: THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED.NOTWITHSTANDING ANY REQUIREMENT,TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN,THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. ADDL SUBRINSR POLICY EFF POLICY EXPTYPE OF INSURANCE LIMITSPOLICY NUMBERLTR (MM/DD/YYYY)(MM/DD/YYYY)INSR WVD GENERAL LIABILITY EACH OCCURRENCE $ DAMAGE TO RENTEDCOMMERCIAL GENERAL LIABILITY $PREMISES (Ea occurrence) CLAIMS-MADE OCCUR MED EXP (Any one person)$ PERSONAL & ADV INJURY $ GENERAL AGGREGATE $ GEN'L AGGREGATE LIMIT APPLIES PER:PRODUCTS - COMP/OP AGG $ PRO-$POLICY LOCJECT COMBINED SINGLE LIMITAUTOMOBILE LIABILITY $(Ea accident) ANY AUTO BODILY INJURY (Per person)$ ALL OWNED AUTOS BODILY INJURY (Per accident)$ SCHEDULED AUTOS PROPERTY DAMAGE $(PER ACCIDENT)HIRED AUTOS $NON-OWNED AUTOS $ UMBRELLA LIAB EACH OCCURRENCE $OCCUR EXCESS LIAB CLAIMS-MADE AGGREGATE $ $DEDUCTIBLE $RETENTION $ WC STATU-OTH-WORKERS COMPENSATION TORY LIMITS ERAND EMPLOYERS' LIABILITY Y / NANY PROPRIETOR/PARTNER/EXECUTIVE E.L. EACH ACCIDENT $N / AOFFICER/MEMBER EXCLUDED? (Mandatory in NH)E.L. DISEASE - EA EMPLOYEE $ If yes, describe under E.L. DISEASE - POLICY LIMIT $DESCRIPTION OF OPERATIONS below DESCRIPTION OF OPERATIONS / LOCATIONS / VEHICLES (Attach ACORD 101, Additional Remarks Schedule, if more space is required) CERTIFICATE HOLDER CANCELLATION SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF,NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. AUTHORIZED REPRESENTATIVE © 1988-2009 ACORD CORPORATION. All rights reserved. The ACORD name and logo are registered marks of ACORDACORD 25 (2009/09) OP ID: MN 11/23/2021 Michelle A NowellAlliance Mgt. & Insurance Serv 355 Via Vera Cruz #7 CA Agent/Broker Lic# 0737966 San Marcos, CA 92078 Michelle A. Nowell 760-471-7116 760-471-9378 mnowell@amiscorp.com MELIO-1 Meliora Public Safety Consulting LLC Jackie Gomez-Whiteley 1038 E Bastanchury Road #132 Fullerton, CA 92835 Peleus Insurance Company 34118 1,000,000 A X X PKV0000239 02/22/2021 02/22/2022 100,000 X 5,000 X Errors & Omission 1,000,000 5,000,000 1.000.000 X 1,000,000 A PKV0000239 02/22/2021 02/22/2022 X X Town of Tiburon, its directors, officers, employees,agents and volunteers are named as an additional insured with respects to the work performed by the named insured. Investigations, CA -- Town of Tiburon Chief Ryan Monaghan 1155 Tiburon Blvd Tiburon, CA 94920 DocuSign Envelope ID: 9F1CBA73-07B6-4A5F-A5BB-3EC7CABA90EE Blanket as required by valid written contract.Blanket as required by valid written contract. POLICY NUMBER: PKV0000239 COMMERCIAL GENERAL LIABILITY CIGL 79 03 18 CIGL 79 03 18 Includes copyrighted material of Insurance Services Office,Inc.Page 1 of 2 THIS ENDORSEMENT CHANGES THE POLICY.PLEASE READ IT CAREFULLY. ADDITIONAL INSURED –OWNERS,LESSEES OR CONTRACTORS –SCHEDULED PERSON OR ORGANIZATION This endorsement modifies insurance provided under the following: COMMERCIAL GENERAL LIABILITY COVERAGE PART SCHEDULE Name Of Additional Insured Person(s) Or Organization(s)Location(s)Of Covered Operations Additional Information: Information required to complete this Schedule,if not shown above,will be shown in the Declarations. A.Section II –Who Is An Insured is amended to include as an additional insured the person or organization shown in the Schedule,but only with respect to liability for "bodily injury","property damage"or "personal and advertising injury"arising out of: 1.Your acts or omissions;or 2.The acts or omissions of those acting on your behalf; in the performance of your operations for the additional insured at the location shown in the Schedule. However: a.The insurance afforded to such additional insured only applies to the extent permitted by law; b.If coverage provided to the additional insured is required by a contract or agreement,the insurance DocuSign Envelope ID: 9F1CBA73-07B6-4A5F-A5BB-3EC7CABA90EE Includes copyrighted material of Insurance Services Office,Inc.Page 2 of 2CIGL790318 afforded to such additional insured will not be broader than that which you are required by the contract or agreement to provide for such additional insured;and c.Regardless of the date of occurrence or when the injury or damage first occurs or is first discovered,a person’s or organization’s status as an additional insured under this endorsement ends upon the earliest of: (1)The completion or termination of the contract or agreement between you and the additional insured for the location shown in the Schedule; (2)The date you cease actively performing operations for the additional insured at the location shown in the Schedule;or (3)The expiration or termination date of the policy or this endorsement. B.With respect to the insurance afforded to these additional insureds,the following additional exclusions apply: This insurance does not apply to liability or damages for “bodily injury”,“property damage”,or “personal and advertising injury”: 1.Caused by,arising from,or included in the “products-completed operations hazard”; 2.Arising out of the additional insured’s sole negligence; 3.Arising out of work or operations performed by you that were completed prior to the effective date of this endorsement;or 4.Which continues or progressively deteriorates after you cease actively performing operations for the additional insured at the location shown in the Schedule,even if the injury or damage first occurred,or is alleged to have first occurred,during the course of your operations for the additional injured. C.Solely for purposes of this endorsement,the following definition is deleted in its entirety and replaced by the following: 1.“"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 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 location shown in the Schedule has been completed if your contract calls for work at more than one location;or (c)When that part of the work done at the location shown in the Schedule 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. D.With respect to the insurance afforded to these additional insureds,the following is added to Section III – Limits Of Insurance: If coverage provided to the additional insured is required by a contract or agreement,the most we will pay on behalf of the additional insured is the amount of insurance: 1.Required by the contract or agreement;or 2.Available under the applicable Limits of Insurance shown in the Declarations; whichever is less. This endorsement shall not increase the applicable Limits of Insurance shown in the Declarations. DocuSign Envelope ID: 9F1CBA73-07B6-4A5F-A5BB-3EC7CABA90EE