HomeMy WebLinkAboutItem 4.7 - 2875 Indigo Amendment 6 to PSC
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STAFF REPORT
CITY COUNCIL
DATE: October 15, 2019
TO: Honorable Mayor and City Councilmembers
FROM:
Christopher L. Foss, City Manager
SUBJECT:
Amendment to the Agreement with Indigo/Hammond + Playle Architects,
LLP, for the Public Safety Complex - Police Services, Project No. GI0116
Prepared by: Michael Boitnott, Capital Improvement Program Manager
EXECUTIVE SUMMARY:
The City Council will consider an amendment to the agreement with Indigo/Hammond +
Playle Architects, LLP, for the Public Safety Complex - Police Services, Project No.
GI0116, to provide additional design service associated with the structural upgrades to
the existing structure and design support services during construction.
STAFF RECOMMENDATION:
Adopt the Resolution Approving an Amendment to the Agreement with Indigo/
Hammond + Playle Architects, LLP.
FINANCIAL IMPACT:
As approved in the 2018-2023 Capital Improvement Program, the total budget for Public
Safety Complex - Police Services Project is $23,900,000. The cost of additional
services under the proposed amendment to the agreement with Indigo/Hammond +
Playle Architects, LLP is $100,000. There are sufficient funds in the project budget to
approve the amendment. Alameda County Fire Department will reimburse the Cit y for
the cost of the improvements they are requesting to be incorporated into the project.
DESCRIPTION:
The City Council adopted Resolution No. 22-15 on February 17, 2015, approving an
agreement with Indigo/Hammond + Playle Architects, LLP for $227,600 to provide
design services for the Civic Center - Police Wing Renovation Project (CIP No. GI0115).
Subsequently, on March 1, 2016, the City Council adopted Resolution No. 38 -16, which
created a new capital improvement program project, Public Safety Comple x - Police
Services Building (CIP No. GI0116), replacing the earlier renovation project. The
agreement with Indigo/Hammond + Playle Architects, LLP was subsequently amended
a total of five times with the total compensation currently $2,265,625.
Page 2 of 3
At Staff’s direction, Indigo/Hammond + Playle Architects, LLP has provided a proposal
for additional services to provide design details and revisions necessary to implement
required structural modifications and associated repairs to the building caused by the
upgrade work. The proposal also includes preparing design revisions and design
support services during construction to incorporate work requested by the Alameda
County Fire Department (ACFD).
The ACFD administrative office located at the Public Safety Complex was temporary
relocated to offsite locations in March 2019 to implement the structural improvements
necessary to bring the existing structure into compliance with essential facilities
standards required by the California Building Code. While the building is vacant and
currently under construction, ACFD requested that building modifications be made to
better accommodate their needs. These improvements consist of expanding the
break/training room, adding awning at the front entry and side entry, upgrading the
south “ACFD side” parking lot to accommodate staging fire apparatus vehicles onsite,
and minor HVAC and electrical modifications.
The proposed Amendment #6 to the design services agreement totals $100,000, as
shown below:
Additional design services associated with the structural
upgrades
$28,000
Design services for ACFD requested improvements $72,000
Amendment #6 Total $100,000
With approval of the amendment, the total compensation to Indigo/Hammond + Playle
Architects, LLP will be $2,365,625. There are sufficient funds in the project budget to
cover these costs.
A summary of the design services agreement and amendments is listed in the following
table.
Item Scope Not-to-
Exceed
Fee
Report
Attachme
nt
Agreement Design Services "Civic Center" $227,600 4
Amend. #1 Move PD to the PSC on Clark Avenue $653,500 5
Amend. #2 Revise Scope and remove buildings 3
&4
$25,000 6
Amend. #3 Revise Scope to renovate the
remaining portion of PSC and exterior
improvements
$702,700 7
Amend. #4 Value Engineer and Re-design plus
Construction Support Services
$656,825 8
Amend. #5 Time extension $0 9
Proposed Amend. Design Services for structural $100,000 2
Page 3 of 3
#6 upgrades and ACFD requested
modification to PSC
Total Compensation $2,365,62
5
STRATEGIC PLAN INITIATIVE:
None.
NOTICING REQUIREMENTS/PUBLIC OUTREACH:
A copy of the staff report was provided to Indigo/Hammond + Playle Architects, LLP.
ATTACHMENTS:
1. Resolution Approving an Amendment to the Agreement with Indigo/Hammond +
Playle Architects, LLP.
2. Exhibit A to Resolution - Amendment #6 to the Agreement
3. Exhibit A-1 to Amendment #6
4. Original Agreement, plus Five Amendments
ATTACHMENT 1
RESOLUTION NO. XX - 19
A RESOLUTION OF THE CITY COUNCIL
OF THE CITY OF DUBLIN
* * * * * * * * * * *
APPROVING AN AMENDMENT TO THE AGREEMENT WITH
INDIGO/HAMMOND + PLAYLE ARCHITECTS, LLP
WHEREAS, on February 17, 2015, the City Council approved an Agreeme nt for
design services with Indigo / Hammond + Playle Architects, LLP for the Dublin Police
Services Building Renovation; and
WHEREAS, the City Council approved Amendment #1, #2, #3, #4 and #5 to the
Agreement for design services with Indigo / Hammond + Playle Architects, LLP for the Dublin
Police Services Building Renovation for a total not-to-exceed amount of $2,265,625; and
WHEREAS, the City wishes to amend the terms of the Agreement to account for
additional design and construction administration support services associated with the
structural upgrades and improvements requested by the Alameda County Fire Department .
NOW, THEREFORE, BE IT RESOLVED that the City Council of the City of
Dublin approves the amendment to the Agreement with Indigo / Hammond + Playle
Architects, LLP, for additional design services in the amount of $100,000, attached hereto
as Exhibit A.
BE IT FURTHER RESOLVED that the City Manager is authorized and directed to
execute the amendment and such other documents, and to take su ch other and further
action, as necessary and appropriate to carry out the Intent of this Resolution.
PASSED, APPROVED AND ADOPTED this 15th day of October, 2019, by the
following vote:
AYES:
NOES:
ABSENT:
ABSTAIN:
______________________________
Mayor
ATTEST:
_________________________________
City Clerk
Amendment #6 To Consultant Services Agreement between October 15, 2019
City of Dublin and Indigo/Hammond + Playle Architects, LLP
EXHIBIT A TO RESOLUTION
AMENDMENT #6 TO CONSULTING SERVICES AGREEMENT BETWEEN THE CITY OF
DUBLIN AND INDIGO/HAMMOND + PLAYLE ARCHITECTS, LLP
THIS AMENDMENT shall modify the Agreement dated February 17, 2015 for consulting
services by and between the City of Dublin (“City”) and Indigo/Hammond + Playle Architects,
LLP (“Consultant”). The date of Amendment #6 shall be October 15, 2019.
In order to accommodate additional services to be provided the Agreement shall be modified as
follows:
A) The first paragraph of Section 2 shall be rescinded in its entirety and replaced with the
following:
Section 2. COMPENSATION. City hereby agrees to pay Consultant a sum not to
exceed $2,365,625, (Two million three hundred and fifty-six thousand and eight hundred
and twenty-five dollars), notwithstanding any contrary indications that may be contained
in Consultant’s proposal, for services to be performed and reimbursable costs incurred
under this Agreement. In the event of a conflict between this Agreement and
Consultant’s proposal, attached as Exhibit A-1, regarding the amount of compensation,
the Agreement shall prevail. City shall pay Consultant for services rendered pursuant to
this Agreement at the time and in the manner set forth herein. The payments specif ied
below shall be the only payments from City to Consultant for services rendered pursuant
to this Agreement. Consultant shall submit all invoices to City in the manner specified
herein. Except as specifically authorized by City, Consultant shall not bill City for
duplicate services performed by more than one person.
B) Exhibit A – Scope of Services shall be modified in accordance with the attached
EXHIBIT A-1.
CITY OF DUBLIN CONSULTANT
Christopher L. Foss, City Manager Bruce Playle, Principal
September 25, 2019
Michael N. Boitnott, P.E.
Capital Improvement Program Manager
Public Works Department
City of Dublin
100 Civic Plaza
Dublin, CA 94568
Re: Amendment #6 –Additional Construction Administration Services to Final Completion,
Renovations and Improvement of the Public Safety Complex, Dublin Boulevard and Clark Avenue
Dear Michael,
This letter describes certain changes in service, and is an amendment to the existing agreement with an
effective date of February 17, 2015 to implement the changes. All other terms and conditions of the
original existing agreement remain in full force and effect.
Background:
A number of changes have occurred during the construction of this project requiring additional effort on
the part of the architects and engineers, and which was not included in the scope of services and fee
provided for construction administration services. The following change work was necessary and was
performed at the direction of the City:
• Correction of existing conditions discovered during construction.
• Changes to Building 1A.
Description of Scope of Services change:
A detailed description of the changes and their estimated cost impact is provided below.
• Correction of existing conditions discovered during construction: Changes related to remediation
of structural deficiencies discovered during construction, including corrosion of existing steel
columns and framing members, slab conditions and other field conditions varying from as-built
documents. The work required investigation by architect and structural engineer with subsequent
issuance of ASIs Architect’s Supplemental Instructions. The added cost for this work is $28,000.
• Changes to Building 1A: Changes related to the part of the project known as Building 1A, to
accommodate the needs of the ACFA Alameda County Fire Administration, the City’s tenant
there. Building 1A was not a part of the original project scope. Work was required by architect and
mechanical, structural, mechanical, and electrical engineers with subsequent issuance of ASIs
Architect’s Supplemental Instructions. Improvements included storefront window replacement,
sidewalk modifications, modification of the Break Room, exterior entry canopies, mechanical
remediation, and changes to the staff parking area. The added cost for this work is $72,000.
Michael N. Boitnott, P.E.
September 25, 2019
Page 2
Based on the above, this Amendment #6 adds $100,000 to the contract NTE not-to-exceed amount and
provides for additional construction administration services estimated to carry the project through a final
completion date as late as February 29, 2020. Work beyond this point and to the term expiry date of
December 30, 2020, if required, has not been included and would require a further amendment.
Changes to Agreement:
Section 2., Compensation: Reflective of the increased scope of work to add Additional Construction
Administration Services, change total compensation amount from $2,265,625 to $2,365,625.
Changes to Exhibit A – Scope of Work:
No change to the basic scope as described above for the Public Safety Center (PSC) at Dublin Boulevard
and Clark Avenue.
Changes to Exhibit A – Project Schedule:
A new project schedule was authorized via Amendment #5 extending services through December 30,
2020. That amendment was for time-extension-only in order to prevent contract expiry, but did not include
any increase in contract sum to cover the additional time period. By increasing the NTE not-to-exceed
amount, this Amendment #6 is estimated to provide for additional construction administration services
through a final completion date as late as February 29, 2020. Work beyond this point and to the expiry
date of December 30, 2020, if required, has not been included and would require a further amendment.
Changes to Exhibit A – Compensation Schedule:
The prior authorized fixed-fee amount of $2,265,625 is thereby increased $100,000 by this amendment
resulting in an adjusted total fee of $2,365,625 in accordance with the contract cost summary and revised
payment schedule below. All other terms and conditions of the original agreement remain in full force and
effect.
Contract summary to-date:
Original contract - Basic services $227,600.
Amendment 1 – Renovate Public Safety Center for Police Services $653,500.
Amendment 2 – Study to increase project scope by $5 million $25,000.
Amendment 3 – Implementation of $5 million scope increase $702,700.
Amendment 4 – Redesign, Rebidding and Additional CA Services, Incl. Bid Alts. $656,825.
Amendment 5 – Change contract time to December 30, 2020 $0.
Amendment 6 – Additional Construction Administration Services $100,00.
Adjusted contract amount $2,365,625.
Michael N. Boitnott, P.E.
September 25, 2019
Page 3
Bruce Playle, Architect, AIA
Licensed Architect C 15459
INDIGO/ Hammond & Playle Architects, LLP
Chris Foss, City Manager, City of Dublin
date signed:_______________________
Gary Huisingh, Director, Public Works Department
City of Dublin
date signed:______________________
Prior Fee Amount Change this
amendment Adjusted Fee
Fee Summary
A. Preliminary Design (fixed-fee)$390,200 $0 $390,200
B. Final Design (fixed-fee)$1,293,125 $0 $1,293,125
C. Bidding & Construction (t&m allowance)$557,300 $0 $557,300
Amendment 1, dated 3/1/16 (incl. in nos. above)$0 $0 $0
Amendment 2, dated 3/22/16 $25,000 $0 $25,000
Amendment 3, dated 4/22/16 (incl. in nos. above)$0 $0 $0
Amendment 4, dated 10/17/17 (incl. in nos. above)$0 $0 $0
Amendment 5, dated 6/19/19 (time extension only)$0 $0 $0
Amendment 6, dated 9/25/19 $0 $100,000 $100,000
Total Adjusted Fee $2,265,625 $100,000 $2,365,625
Scope of Services
CONSULTING SERVICES AGREEMENT BETWEEN
THE CITY OF DUBLIN AND
INDIGO/ HAMMOND + PLAYLE ARCHITECTS, LLP
THIS AGREEMENT for consulting services is made by and between the City of Dublin
City") and Indigo/ Hammond + Playle Architects, LLP ("Consultant") as of November 6, 2015.
Section 1. SERVICES. Subject to the terms and conditions set forth in this Agreement,
Consultant shall provide to City the services described in the Scope of Work attached as Exhibit
A at the time and place and in the manner specified therein. In the event of a conflict in or
inconsistency between the terms of.this Agreement and Exhibit A, the Agreement shall prevail.
1.1 Term of Services. The term of this Agreement shall begin on the date first
noted above and shall end on June 30,-2016, the date of completion specified in
Exhibit A, and Consultant shall complete the work described in Exhibit A prior to
that date, unless the term of the Agreement is otherwise terminated or extended,
as provided for in Section 8. The time provided to Consultant to complete the
services required by this Agreement shall not affect the City's right to terminate
the Agreement, as provided for in Section 8.
1.2 Standard of Performance. Consultant shall perform all services required
pursuant to this Agreement in the manner and according to the standards
observed by a competent practitioner of the profession in which Consultant is
engaged in the geographical area in which Consultant practices its profession.
Consultant shall prepare all work products required by this Agreement in a
substantial, first-class manner and shall conform to the standards of quality
normally observed by a person'practicing in Consultant's profession.
1.3 Assignment of Personnel. Consultant shall assign only competent personnel
to perform services pursuant to this Agreement. In the event that City, in its sole
discretion, at any time during the term of this Agreement, desires the
reassignment of any such persons, Consultant shall, immediately upon receiving
notice from City of such desire of City, reassign such person or persons.
1.4 Time. Consultant shall devote such time to the performance of services
pursuant to this Agreement as may be reasonably necessary to meet the
standard of performance provided in Section 1.1 above and to satisfy
Consultant's obligations hereunder.
Section 2. COMPENSATION. City hereby agrees to pay Consultant a sum not to exceed
35,500 (thirty-five thousand and five hundred dollars), notwithstanding any contrary indications
that may be contained in Consultant's proposal, for services to be performed and reimbursable
costs incurred under this Agreement. In the event of a conflict between this Agreement and
Consultant's proposal, attached as Exhibit A, regarding the amount of compensation, the
Agreement shall prevail. City shall pay Consultant for services rendered pursuant to this
Agreement at the time and in the manner set forth herein. The payments specified below shall
be the only payments from City to Consultant for services rendered pursuant to this Agreement.
Consultant shall submit all invoices to City in the manner specified herein. Except as
specifically authorized by City, Consultant shall not bill City for duplicate services performed by
more than one person.
ver.2015)
Consulting Services Agreement between November 6, 2015
City of Dublin and Indigo Architects Page 1 of 13
Consultant and City acknowledge and agree that compensation paid by City to Consultant
under this Agreement is based upon Consultant's estimated costs of providing the services
required hereunder, including salaries and benefits of employees and subcontractors of
Consultant. Consequently, the parties further agree that compensation hereunder is intended to
include the costs of contributions to any pensions and/or annuities to which Consultant and its
employees, agents, and subcontractors may be eligible. City therefore has no responsibility for
such contributions beyond compensation required under this Agreement.
2.1 Invoices. Consultant shall submit invoices, not more often than once a month
during the term of this Agreement, based on the cost for services performed and
reimbursable costs incurred prior to the invoice date. Invoices shall contain the
following information:
Serial identifications of progress bills; i.e., Progress Bill No. 1 for the first
invoice, etc.;
The beginning and ending dates of the billing period;
A Task Summary containing the original contract amount, the amount of
prior billings, the total due this period, the balance available under the
Agreement, and the percentage of completion;
At City's option, for each work item in each task, a copy of the applicable
time entries or time sheets shall be submitted showing the name of the
person doing the work, the hours spent by each person, a brief
description of the work, and each reimbursable expense;
The total number of hours of work performed under the Agreement by
Consultant and each employee, agent, and subcontractor of Consultant
performing services hereunder, as well as a separate notice when the
total number of hours of work by Consultant and any individual employee,
agent, or subcontractor of Consultant reaches or exceeds 800 hours,
which shall include an estimate of the time necessary to complete the
work described in Exhibit A;
The Consultant's signature.
2.2 Monthly Payment. City shall make monthly payments, based on invoices
received, for services satisfactorily performed, and for authorized reimbursable
costs incurred. City shall have 30 days from the receipt of an invoice that
complies with all of the requirements above to pay Consultant.
2.3 Final Payment., City shall pay the last 10% of the total sum due pursuant to this
Agreement within sixty (60) days after completion of the services and submittal to
City of a final invoice, if all services required have been satisfactorily performed.
2.4 Total Payment. City shall pay for the services to be rendered by Consultant
pursuant to this Agreement. City shall not pay any additional sum for any
expense or cost whatsoever incurred by Consultant in rendering services
pursuant to this Agreement. City shall make no payment for any extra, further, or
additional service pursuant to this Agreement.
In no event shall Consultant submit any invoice for an amount in excess of the
maximum amount of compensation provided above either for a task or for the
entire Agreement, unless the Agreement is modified prior to the submission of
such an invoice by a properly executed change order or amendment.
ver.2015)
Consulting Services Agreement between November 6, 2015
City of Dublin and Indigo Architects Page 2 of 13
2.5 Hourly Fees. Fees for work performed by Consultant on an hourly basis shall
not exceed the amounts shown on the following fee schedule:
2.6 Reimbursable Expenses. Reimbursable expenses are included in the total
amount of compensation provided under this Agreement that shall not be
exceeded.
2.7 Payment of Taxes. Consultant is solely responsible for the payment of
employment taxes incurred under this Agreement and any similar federal or state
taxes.
2.8 Payment upon Termination,. In the event that the City or Consultant terminates
this Agreement pursuant to Section 8, the City shall compensate the Consultant
for all outstanding costs and reimbursable expenses incurred for work
satisfactorily completed as of the date of written notice of termination. Consultant
shall maintain adequate logs and timesheets in order to verify costs incurred to
that date.
2.9 Authorization to Perform Services. The Consultant is not authorized to
perform any services or incur any costs whatsoever under the terms of this
Agreement until receipt of authorization from the Contract Administrator.
Section 3. FACILITIES AND EQUIPMENT. Except as set forth herein, Consultant shall, at
its sole cost and expense, provide all facilities and equipment that may be necessary to perform
the services required by this Agreement. City shall make available to Consultant only the
facilities and equipment listed in this section, and only under the terms and conditions set forth
herein.
City shall furnish physical facilities such as desks, filing cabinets, and conference space, as may
be reasonably necessary for Consultant's use while consulting with City employees and
reviewing records and the information in possession of the City. The location, quantity, and time
of furnishing those facilities shall be in the sole discretion of City. In no event shall City be
obligated to furnish any facility that may involve incurring any direct expense, including but not
limited to computer, long-distance telephone.or other communication charges, vehicles, and
reproduction facilities.
Section 4. INSURANCE REQUIREMENTS. Before beginning any work under this
Agreement, Consultant, at its own cost and expense,,hall procure "occurrence coverage"
insurance against claims for injuries to persons or damages to property that may arise from or in
connection with the performance of the work hereunder by the Consultant and its agents,
representatives, employees,and subcontractors. Consultant shall provide proof satisfactory to
City of such insurance that meets the requirements of this section and under forms of insurance
satisfactory in all respects to the City. Consultant shall maintain the insurance policies required
by this section throughout the term of this Agreement. The cost of such insurance shall be
included in the Consultant's bid. Consultant shall not allow any subcontractor to commence
work on any subcontract until Consultant has obtained all insurance required herein for the
subcontractor(s) and provided evidence thereof to City. Verification of the required insurance
shall be submitted and made part of this Agreement prior to execution.
It shall be a requirement under this Agreement that any available insurance proceeds broader
than or in excess of the specified minimum insurance coverage requirements and/or limits shall
be available to City as an additional insured. Furthermore, the requirements for coverage and
ver.2015)
Consulting Services Agreement between November 6, 2015
City of Dublin and Indigo Architects Page 3 of 13
limits shall be (1)the minimum coverage and limits specified in this Agreement; or(2)the
broader coverage and maximum limits of coverage of any insurance policy or proceeds
available to the named insured; whichever is greater. The additional insured coverage under
the Consultant's policy shall be "primary and non-contributory" and will not seek contribution
from City's insurance or self-insurance and shall be at least as broad as CG 20 01 0412. In the
event Consultant fails to maintain coverage as required by this Agreement, City at its sole
discretion may purchase the coverage required and the cost will be paid by Consultant. Failure
to exercise this right shall not constitute a waiver of right to exercise later. Each insurance
policy shall include an endorsement providing that it shall not be cancelled, changed, or allowed
to lapse without at least thirty (30) days' prior written notice to City of such cancellation, change,
or lapse.
4.1 Workers' Compensation. Consultant shall, at its sole cost and expense,
maintain Statutory Workers' Compensation Insurance and Employer's Liability
Insurance for any and all persons employed directly or indirectly by Consultant.
The Statutory Workers' Compensation Insurance and Employer's Liability
Insurance shall be provided with limits of not less than ONE MILLION DOLLARS
1,000,000.00) per accident. In the alternative, Consultant may rely on a self-
insurance program to meet those requirements, but only if the program of self-
insurance complies fully with the provisions of the California Labor Code.
Determination of whether a self-insurance program meets the standards of the
Labor Code shall be solely in the discretion of the Contract Administrator. The
insurer, if insurance is provided, or the Consultant, if a program of self-insurance
is provided, shall waive all rights of subrogation against the City and its officers,
officials, employees, and volunteers for loss arising from work performed under
this Agreement.
An endorsement shall state that coverage shall not be canceled except after
thirty (30) days' prior written notice by certified mail, return receipt requested, has
been given to the City. Consultant shall notify City within 14 days of notification
from Consultant's insurer if such coverage is suspended, voided or reduced in
coverage or in limits.
4.2 . Commercial General and Automobile Liability Insurance.
4.2.1 General requirements. Consultant, at its own cost and expense, shall
maintain commercial general and automobile liability insurance for the
term of this Agreement in an amount not less than ONE MILLION
DOLLARS ($1,000,000.00) per occurrence, combined single limit
coverage for risks associated with the work contemplated by this
Agreement. If a Commercial General Liability Insurance or an Automobile
Liability form or other form with a general aggregate limit is used, either
the general aggregate, limit shall apply separately to the work to be
performed under this Agreement or the general aggregate limit shall be at
least twice the required occurrence..limit. Such coverage shall include but
shall not be limited to, protection against claims arising from bodily and
personal injury, including death resulting therefrom, and damage to
property resulting from activities contemplated under this Agreement,
including the use of owned and non-owned automobiles.
4.2.2 Minimum scope of coverage. Commercial general coverage shall be at
least as broad as Insurance Services Office Commercial General Liability
ver.2015)
Consulting Services Agreement between November 6, 2015
City of Dublin and Indigo Architects Page 4 of 13
occurrence form CG 0001. Automobile coverage-shall be at least as
broad as Insurance Services Office Automobile Liability form CA 0001
Code 1 ("any auto").
4.2.3 Additional requirements. Each of the following shall be included in the
insurance coverage or added as an endorsement to the policy:
a.City and its officers, employees, agents, and volunteers shall be
covered as additional insureds with respect to each of the
following: liability arising out of activities performed by or on behalf
of Consultant, including the insured's general supervision of
Consultant; products and completed operations of Consultant;
premises owned, occupied, or used by Consultant; and
automobiles owned, leased, or used by the Consultant. The
coverage shall contain no special limitations on the scope of
protection afforded to City or its officers, employees, agents, or
volunteers.
b. The insurance shall cover on an occurrence or an accident basis,
and not on a claims-made basis.
c.An endorsement must state that coverage is primary insurance
with respect to the City and its officers, officials, employees and
volunteers, and that no insurance or self-insurance maintained by
the City shall be called upon to contribute to a loss under the
coverage.
d. Any failure of CONSULTANT to comply with reporting provisions
of the policy shall not affect coverage provided to CITY and its
officers, employees, agents,and volunteers.
e. An endorsement shall state that coverage shall not be canceled
except after thirty (30) days' prior written notice by certified mail,
return receipt requested, has been given to the City. Consultant
shall notify City within 14 days of notification from Consultant's
insurer if such coverage is suspended, voided or reduced in
coverage or in limits.
4.3 Professional Liability Insurance. Consultant, at its own cost and expense,
shall maintain for the period covered by this Agreement professional liability
insurance for licensed professionals performing work pursuant to this Agreement
in an amount not less than ONE MILLION DOLLARS ($1,000,000) covering the
licensed professionals' errors and omissions.
4.3.1 Any deductible or self-insured retention shall not exceed $150,000 per
claim.
4.3.2 An endorsement shall state that coverage shall not be suspended,
voided, canceled by either party, reduced in coverage or in limits, except
after thirty(30) days' prior written notice by certified mail, return receipt
requested, has been given to the City.
ver.2015)
Consulting Services Agreement between November 6, 2015
City of Dublin and Indigo Architects Page 5 of 13
4.3.3 The policy must contain a cross liability or severability of interest clause.
4.3.4 The following provisions shall apply if the professional liability coverages
are written on a claims-made form:
a. The retroactive date of the policy must be shown and must be
before the date of the Agreement.
b.Insurance must be maintained and evidence of insurance must be
provided for at least five years after completion of the Agreement
or the work, so long as commercially available at reasonable
rates.
c.If coverage is canceled or not renewed and it is not replaced with
another claims-made policy form with a retroactive date that
precedes the date of this Agreement, Consultant must provide
extended reporting coverage for a minimum of five years after
completion of the Agreement or the work. The City shall have the
right to exercise, at the Consultant's sole cost and expense, any
extended reporting provisions of the policy, if the Consultant
cancels or does not renew the coverage.
d. A copy of the claim reporting requirements must be submitted to
the City prior to the commencement of any work under this
Agreement.
4.4. All Policies.Requirements.
4.4.1 Acceptability of insurers. All insurance required by this section is to be
placed with insurers with a Bests' rating of no less than A:VII.
4.4.2 Verification of coverage. Prior to beginning any work under this
Agreement, Consultant shall furnish City with certificates of insurance and
with original endorsements effecting coverage required herein. The
certificates and endorsements for each insurance policy are to be signed
by a person authorized by that insurer to bind coverage on its behalf. The
City reserves the right to require complete, certified copies of all required
insurance policies and endorsements. Failure to exercise this right shall
not constitute a waiver of right to exercise later.
4.4.3 Subcontractors. Consultant agrees to include with all subcontractors in
their subcontract the same requirements and provisions of this
Agreement including the Indemnification and Insurance requirements to
the extent they apply to the scope of the Subcontractor's work.
Subcontractors hired by Consultant agree to be bound to Consultant and
the City in the same manner and to the,same extent as Consultant is
bound to the City under the Contract Documents. Subcontractor further
agrees to include these same provisions with any Sub-subcontractor. A
copy of the Owner Contract Document Indemnity and Insurance
provisions will be furnished to the Subcontractor upon request. The
General Contractor shall require all subcontractors to provide a valid
certificate of insurance and the required endorsements included in the
ver.2015)
Consulting Services Agreement between November 6, 2015
City of Dublin and Indigo Architects Page 6 of 13
agreement prior to commencement of any work and will provide proof of
compliance to the City.
4.4.4 Variation. The City may approve a variation in the foregoing insurance
requirements, upon a determination that the coverages, scope, limits, and
forms of such insurance are either not commercially available, or that the
City's interests are otherwise fully protected.
4.4.5 Deductibles and Self-Insured Retentions. All self-insured retentions
SIR) and/or deductibles must be disclosed to the City for approval and
shall not reduce the limits of liability. Policies containing any self-insured
retention provision and/or deductibles shall provide or be endorsed to
provide that the SIR and/or deductibles may be satisfied by either the
named insured or the City.
4.4.6 Excess Insurance. The limits of insurance required in this Agreement
may be satisfied by a combination of primary and umbrella or excess
insurance. Any umbrella or excess insurance shall contain or be
endorsed to contain a provision that such coverage shall also apply on a
primary and non-contributory basis for the benefit of City(if agreed to in a
written contract or agreement) before City's own insurance or self-
insurance shall be called upon to protect City as a named insured.
4.4.7 Notice of Reduction in Coverage. In the event that any coverage
required by this section is reduced, limited, or materially affected in any
other manner, Consultant shall provide written notice to City at
Consultant's earliest possible opportunity and in no case later than five
days after Consultant is notified of the change in coverage.
4.5 Remedies. In addition to any other remedies City may have if Consultant fails to
provide or maintain any insurance policies or policy endorsements to the extent
and within the time herein required, City may, at its sole option exercise any of
the following remedies, which are alternatives to other remedies City may have
and are not the exclusive remedy for Consultant's breach:
Obtain such insurance and deduct and retain the amount of the premiums for
such insurance from any sums due under the Agreement;
Order Consultant to stop work under this Agreement or withhold any payment
that becomes due to Consultant hereunder, or both stop work and withhold
any payment, until Consultant demonstrates compliance with the
requirements hereof; and/or
Terminate this Agreement.
Section 5. INDEMNIFICATION AND CONSULTANT'S RESPONSIBILITIES. To the
maximum extent allowed by law, Consultant shall indemnify, keep and save harmless the City,
and City Councilmembers, officers, agents and employees against any and all suits, claims or
actions arising out of any injury to persons or property, including death, that may occur, or that
may be alleged to have occurred, in the course of the performance of this Agreement by a
negligent act or omission or wrongful misconduct of the Consultant or its employees,
subcontractors or agents. Consultant further agrees to defend any and all such actions, suits or
ver.2015)
Consulting Services Agreement between November 6, 2015
City of Dublin and Indigo Architects Page 7 of 13
claims and pay all charges of attorneys and all other costs and expenses arising therefrom or
incurred in connection therewith; and if any judgment be rendered against the City or any of the
other individuals enumerated above in any such action, Consultant shall, at its expense, satisfy
and discharge the same. Consultant's responsibility for such defense and indemnity obligations
shall survive the termination or completion of this Agreement for the full period of time allowed
by law. The defense and indemnification obligations of this Agreement are undertaken in
addition to, and shall not in any way be limited by, the insurance obligations contained in this
Agreement.
In the event that Consultant or any employee, agent, or subcontractor of Consultant providing
services under this Agreement is determined by a court of.competent jurisdiction or the
California Public Employees Retirement System (PERS) to be eligible for enrollment in PERS
as an employee of City, Consultant shall indemnify, defend, and hold harmless City for the
payment of any employee and/or employer contributions for PERS benefits on behalf of
Consultant or its employees, agents, or subcontractors, as well as for the payment of any
penalties and interest on such contributions, which would otherwise be the responsibility of City.
Consultant/Subcontractor's responsibility for such defense and indemnity obligations shall
survive the termination or completion of this Agreement for the full period of time allowed by law.
Section 6. STATUS OF CONSULTANT.
6.1 Independent Contractor. At all times during the term of this Agreement,
Consultant shall be an independent contractor and shall not be an employee of
City. City shall have the right to control Consultant only insofar as the results of
Consultant's services rendered pursuant to this Agreement and assignment of
personnel pursuant to Subparagraph 1.3; however, otherwise City shall not have
the right to control the means by which Consultant accomplishes services
rendered pursuant to this Agreement. Notwithstanding any other City, state, or
federal policy, rule, regulation, law, or ordinance to the contrary, Consultant and
any of its employees, agents, and subcontractors providing services under this
Agreement shall not qualify for or become entitled to, and hereby agree to waive
any and all claims to, any compensation, benefit, or any incident of employment
by City, including but not limited to eligibility to enroll in the California Public
Employees Retirement System (PERS) as an employee of City and entitlement
to any contribution to be paid by City for employer contributions and/or employee
contributions for PERS benefits.
6.2 Consultant No Agent. Except as City may specify in writing, Consultant shall
have no authority, express or implied, to act on behalf of City in any capacity
whatsoever as an agent. Consultant shall have no authority, express or implied,
pursuant to this Agreement to bind City to any obligation whatsoever.
Section 7. LEGAL REQUIREMENTS.
7.1 Governing Law. The laws of the State of California shall,govern this
Agreement.
7.2 Compliance with Applicable Laws. Consultant and any subcontractors shall
comply with all laws applicable to the performance of the work hereunder.
ver.2015)
Consulting Services Agreement between November 6, 2015
City of Dublin and Indigo Architects Page 8 of 13
7.3 Other Governmental Regulations. To the extent that this Agreement may be
funded by fiscal assistance from another governmental entity, Consultant and
any subcontractors shall comply with all applicable rules and regulations to which
City is bound by the terms of such fiscal assistance program.
7.4 Licenses and Permits. Consultant represents and warrants to City that
Consultant and its employees, agents, and any subcontractors have all licenses,
permits, qualifications, and approvals of whatsoever nature that are legally
required to practice their respective professions. Consultant represents and
warrants to City that Consultant and its employees, agents, any subcontractors
shall, at their sole cost and expense, keep in effect at all times during the term of
this Agreement any licenses, permits, and approvals that are legally required to
practice their respective professions. In addition to the foregoing, Consultant and
any subcontractors shall obtain and maintain during the term of this Agreement
valid Business Licenses from City.
7.5 Nondiscrimination and Equal Opportunity. Consultant shall not discriminate,
on the basis of a person's race, religion, color, national origin, age, physical or
mental handicap or disability, medical condition, marital status, sex, or sexual
orientation, against any employee, applicant for employment, subcontractor,
bidder for a subcontract, or participant in, recipient of, or applicant for any
services or programs provided by Consultant under this Agreement. Consultant
shall comply with all applicable federal, state, and local laws, policies, rules, and
requirements related to equal opportunity and nondiscrimination in employment,
contracting, and the provision of any services that are the subject of this
Agreement, including but not limited to the satisfaction of any positive obligations
required of Consultant thereby.
Consultant shall include the provisions of this Subsection in any subcontract
approved by the Contract Administrator or this Agreement.
Section 8. TERMINATION AND MODIFICATION.
8.1 Termination. City may cancel this Agreement at any time and without cause
upon written notification to Consultant.
Consultant may cancel this Agreementupon 30 days' written notice to City and
shall include in such notice the reasons for cancellation.
In the event of termination, Consultant shall be entitled to compensation for
services performed to the effective date of termination; City, however, may
condition payment of such compensation upon Consultant delivering to City any
or all documents, photographs, computer software, video and audio tapes, and
other materials provided to Consultant or prepared by or for Consultant or the
City in connection with this Agreement.
8.2 Extension. City may, in its sole and exclusive discretion, extend the end date of
this Agreement beyond that provided for in Subsection 1.1.. Any such extension
shall require a written amendment to this Agreement, as provided for herein.
Consultant understands and agrees that, if City grants such an extension, City
shall have no obligation to provide Consultant with compensation beyond the
maximum amount provided for in this Agreement. Similarly, unless authorized by
ver.2015)
Consulting Services Agreement between November 6, 2015
City of Dublin and Indigo Architects Page 9 of 13
the Contract Administrator, City shall have no obligation to reimburse Consultant
for any otherwise reimbursable expenses incurred during the extension period.
8.3 Amendments. The parties may amend this Agreement only by a writing signed
by all the parties.
8.4 Assignment and Subcontracting. City and Consultant recognize and agree
that this Agreement contemplates personal performance by Consultant and is
based upon a determination of Consultant's unique personal competence,
experience, and specialized personal knowledge. Moreover, a substantial
inducement to City for entering into this Agreement was and is the professional
reputation and competence of Consultant. Consultant may not assign this
Agreement or any interest therein without the prior written approval of the
Contract Administrator. Consultant shall not subcontract any portion of the
performance contemplated and provided for herein, other than to the
subcontractors noted in the proposal, without prior written approval of the
Contract Administrator.
8.5 Survival. All obligations arising prior to the termination of this Agreement and all
provisions of this Agreement allocating liability between City and Consultant shall
survive the termination of this Agreement.
8.6 Options upon Breach by Consultant. If Consultant materially breaches any of
the terms of this Agreement, City's remedies shall include, but not be limited to,
the following:
8.6.1 Immediately terminate.the Agreement;
8.6.2 Retain the plans, specifications, drawings, reports, design documents,
and any other work product prepared by Consultant pursuant to this
Agreement;
8.6.3 Retain a different consultant to complete the work described in Exhibit A
not finished by Consultant; or
8.6.4 Charge Consultant the difference between the cost to complete the work
described in Exhibit A that is unfinished at the time of breach and the
amount that City would have paid Consultant pursuant to Section 2 if
Consultant had completed the work.
Section 9. KEEPING AND STATUS OF RECORDS.
9.1 Records Created as Part of Consultant's Performance. All reports, data,
maps, models, charts, studies, surveys, photographs, memoranda, plans,
studies, specifications, records, files, or any other documents or materials, in
electronic or any other form, that Consultant prepares or obtains pursuant to this
Agreement and that-relate to the matters covered hereunder shall be the property
of the City. Consultant hereby agrees to deliver those documents to the City
upon termination of the Agreement. It is understood and agreed that the
documents and other materials, including but not limited to those described
above, prepared pursuant to this Agreement are prepared specifically for the City
and are not necessarily suitable for any future or other use. City and Consultant
ver.2015)
Consulting Services Agreement between November 6, 2015
City of Dublin and Indigo Architects Page 10 of 13
agree that, until final approval by City, all data, plans, specifications, reports and
other documents are confidential and will not be released to third parties without
prior written consent of both parties.
9.2 Consultant's Books and Records. Consultant shall maintain any and all
ledgers, books of account, invoices, vouchers, canceled checks, and other
records or documents evidencing or relating to charges for services or
expenditures and disbursements charged to the City under this Agreement for a
minimum of three (3)years, or for any longer period required by law, from the
date of final payment to the Consultant to this Agreement.
9.3 Inspection and Audit of Records. Any records or documents that Section 9.2
of this Agreement requires Consultant to maintain shall be made available for
inspection, audit, and/or copying at any time during regular business hours, upon
oral or written request of the City. Under California Government Code Section
8546.7, if the amount of public funds expended under this Agreement exceeds
TEN THOUSAND DOLLARS ($10,000.00), the Agreement shall be subject to the
examination and audit of the State Auditor, at the request of City or as part of any
audit of the City, for a period of three (3)years after final payment under the
Agreement.
Section 10. MISCELLANEOUS PROVISIONS.
10.1 Attorneys' Fees. If a party to this Agreement brings any action, including an
action for declaratory relief, to enforce or interpret the provision of this
Agreement, the prevailing party shall be entitled to reasonable attorneys' fees in
addition to any other relief to which that party may be entitled. The court may set
such fees in the same action or in a separate action brought for that purpose.
10.2 Venue. In the event that either party brings any action against the other under
this Agreement, the parties agree that trial of such action shall be vested
exclusively in the state courts of California in the County Alameda or in the
United States District Court for the Northern District of California.
10.3 Severability. If a court of competent jurisdiction finds or rules that any provision
of this Agreement is invalid, void, or unenforceable, the provisions of this
Agreement not so adjudged shall remain.in full force and effect. The invalidity in
whole or in part of any provision of this'Agreement shall not void or affect the
validity of any other provision of this Agreement.
10.4 No Implied Waiver of Breach. The waiver of any breach of a specific provision
of this Agreement does not constitute a waiver of any other breach of that term or
any other term of this Agreement.
10.5 Successors and Assigns. The provisions of this Agreement shall inure to the
benefit of and shall apply to and bind the successors and assigns of the parties.
10.6 Use of Recycled Products. Consultant shall prepare and submit all reports,
written studies and other printed material on recycled paper to the extent it is
available at equal or less cost than virgin paper.
ver.2015)
Consulting Services Agreement between November 6, 2015
City of Dublin and Indigo Architects Page 11 of 13
10.7 Conflict of Interest. Consultant may serve other clients, but none whose
activities within"the corporate limits of City or whose business, regardless of
location, would place Consultant in a "conflict of interest," as that term is defined
in the Political Reform Act, codified at California Government Code Section
81000 et seq.
Consultant shall not employ any City official in the work performed pursuant to
this Agreement. No officer or employee of City shall have any financial interest in
this Agreement that would violate California Government Code Sections 1090 et
seq.
Consultant hereby warrants that it is not now, nor has it been in the previous
twelve (12) months, an employee, agent, appointee, or official of the City. If
Consultant was an employee, agent, appointee, or official of the City in the
previous twelve months, Consultant warrants that it did not participate in any
manner in the forming of this Agreement. Consultant understands that, if this
Agreement is made in violation of Government Code §1090 et.seq., the entire
Agreement is void and Consultant will not be entitled to any compensation for
services performed pursuant to this Agreement, including reimbursement of
expenses, and Consultant will be required to reimburse the City for any sums
paid to the Consultant. Consultant understands that, in addition to the foregoing,
it may be subject to criminal prosecution for a violation of Government Code §
1090 and, if applicable, will be disqualified from holding public office in the State
of California.
10.8 Solicitation. Consultant agrees not to solicit business at any meeting, focus
group, or interview related to this Agreement, either orally or through any written
materials.
10.9 Contract Administration. This Agreement shall be administered by the City
Manager("Contract Administrator"). All.correspondence shall be directed to or
through the Contract Administrator or his or her designee.
10.10 Notices. Any written notice to Consultant shall be sent to:
Bruce Playle, Principal
Indigo/ Hammond & Playle Architects, LLP
909 Fifth Street
Davis, California 95616
Any written notice to City shall be sent to:
Gary Huisingh, Public Works Director
City of Dublin
100 Civic Plaza
Dublin, CA 94568
10.11 Professional Seal. Where applicable in the determination of the contract
administrator, the first page of a technical report, first page of design
specifications, and each page of construction drawings shall be stamped/sealed
and signed by the licensed professional responsible for the report/design
preparation. The stamp/seal shall be in a block entitled "Seal and Signature of
Registered Professional with report/design responsibility," as in the following
example.
ver.2015)
Consulting Services Agreement between November 6, 2015
City of Dublin and Indigo Architects Page 12 of 13
As1/(9\.,'',...;-.ZIC ,'\
No C15459
0_414
F
11 -
OF C A\-\ ()
Seal and Signature of Registered Professional with
report/design responsibility.
10. 12 Integration. This Agreement, including the scope of work attached hereto and
incorporated herein as Exhibit A, represents the entire and integrated agreement
between City and Consultant and supersedes all prior negotiations,
representations, or agreements, either written or oral.
CITY OF DUBLIN INDIGO/ HAMMOND + PLAYLE
ARCHITECTS, LLP
1/ ge.,s
OF
L
istopher L. Foss Bruce Playle
City Manager Principal
Attest:
0
LI c-(
Caroline Soto, City Clerk
Approved as to Form:
Joh, :akker, City Attorney
ver.2015)
Consulting Services Agreement between November 6, 2015
City of Dublin and Indigo Architects Page 13 of 13
EXHIBIT A
SCOPE OF SERVICES
d.f .
1 9 .0 •
HAMMOND+-PLAYLE: _ ,:
ARC: HITECTS ; L: LP. : _ . :
November 3, 201.5
Meghan.Tieman,Parks and Facilities Development Coordinator: :'
City of Dublin
100 Civic Plaza
Dublin CA 94568 : :
Re:Proposal: Adapting Existing PD Offices to:become Cultural Arts Center .
Dear Meghan,:: I _
This letter.describes.our:proposal to analyze the feasibility_of,adapting the existing Dublin.Police : : . ::
Department Civic.Center facilities to accommodate:a Cultural Arts Center for:the City on:the first floor with : : • . : : : : :
administrative spaces and a new data center on.the second floor: We see this as a first step in providing
a memorable public destination point which will be a source of pride for the City:' .
i
Preliminary Program 'm
The City would like to:conceptually test the feasibility and costs of re=using the existing:Policewing at.the
Dublin Civic Center for re=use as a Cultural Arts`Center that would also house other City administrative
functions.`:The:Cultural Arts Center would provide .Multi=Use facility that affords cultural; educational'and
social:opportunities for the entire community::The primary:focus.of this facilitywould be the Gallery and
adjacentmulti-purpose'space making it a destination:for exhibitions and social events The facility would
also feature classrooms to support a:variety:of cultural arts experiences: The facility would also:house :: •. .
Administrative Offices for the Parks: and .Community ' Services:Department;:storage space for the
City's .various collections Of historical artifacts,the City's Data Center;and a dual- use:multi-purpose
room Emergency Operations Center
Facilities included-in Re-Use Study:
Police Wing First Floor 11;400.SF
Police Wing,Second: Floor 5,800 SF
Sally Port 1,300 SF : .
9EvidenceStorage Outbuilding:500 SF
TOTAL:::. 19,000'SF.
Preliminary Space List:.: I - .
First:Floor
Lobby/Gallery
Reception, Records Storage;and Project Workspace(three staff workstations)
Gallery.Space and Multi=Purpose/Social:Function Space.
Multi-Purpose Rooms( two; one.that:possibly doubles:as EOC)',
Classroom. ossibl doubles.as EOC.Media Briefing Room s
Art Studio/Classroom.
Music Classroom/Studio
Public Restrooms. .
Receiving Room/Special Event Equipment Storage -
Expanded Employee Fitness Center and Employee Changing/Locker Rooms
INDIGO I Hammond+Playle Architects;LIP 1 909 Fifth Street:I-Davis,CA 95616 I t 530:750.0756 I w indigearch:com
Meghan Tiernan
November 3,2015
Page 2 •
Second Floor
Citywide Data Center(assume 800-1,000 SF) :
Administrative Spaces
1) Large Meeting Room
2) Workroom/Break:Room..• .
3) Staff Offices .
a), Director
b):.'Assistant-Director
c) :Business Services Manager
d) Cultural Arts& Heritage Manager
e) Cultural Arts Supervisor.
f) :Events Supervisor. :,
g) • Events Coordinator
h) Graphics Coordinator
i) -Management Analyst
4) Staff Cubicles :
a) Program.Specialist( Events)
b):.Program Specialist(Arts):.
c) `Administrative Techniciarr: .
Outbuilding
Historical Artifact Collections and Event:Storage
Scope of Work : ..:
1): Preliminary programming meeting with:Architect and:City,
2)'. Early'design sketches, including phasing and costs for;reviewi by City:
3) :Conduct general..technical tour of existing:facility :
4) Provide interim spatial analysis and feasibility report to the.City for review..
5) Completion of general technical assessments, with changes to plans and cost estimate.
6) Architect and City meet to review:final:report: .
7) :Work:is.estimated to be completed within 5 weeks from notice to:proceed, pending availability of City: : :: :
staff for meetings. .
Fee, Basis of Compensation : :
Work will be performed on:a T&M basis with an estimated not-to-exceed fee of$35,500.:Available : : .
additional services included public Meeting facilitation and economicanalysis. :.
Please sign below indicating your acceptance and return one executed copy to me.Alternatively if you
prefer to prepare an:amendment in City format, please provide a draft for my review:
Sincerely,: V
gezte."
Chnstopher:L:Foss
Bruce:Playle,Architect,.AlA . City:Manager
Licensed Architect C 15459 .
Date signed
INDIGO I Hammond+Playle Architects;LLP:1909.Fifth Street:I Davis,CA 95616 I t.530:75a0756 I w indigoarch:com :.
Fee Schedule
Renovation of Police Services for Dublin Cultural Arts Center, City of Dublin, California
INDIGO/ Hammond & Playle Architects, LLP November 3, 2015
Additional Services
Should the City of Dublin desire that INDIGO provide additional services, such services shall be
authorized, in writing, by the City of Dublin and INDIGO. Any such additional services shall be
on the basis of fixed-fee, percentage, or time-and-materials as may be mutually agreed between
the parties in the form of a written amendment to the agreement. Compensation for time-and-
materials additional services shall be per the standard rates below as may be updated from
time-to-time. Hourly rates for consultants shown exclude 15% markup which will be applied.
Reimbursable expenses shall be invoiced at cost plus 15%.
Standard Rates
Team members' standard rate schedules presented below will be used as a basis for a
negotiated fee upon selection of our team, whether on a time-and-materials, fixed-fee or other
basis as may be desired by the City of Dublin. These hourly rates would also be used in the
event any additional services are required or requested by the City of Dublin should they be on
a time-and-materials basis. In no case will additional services be completed or compensated
without written approval by City of Dublin in advance of such work being performed.
Rates shown apply through the first quarter of 2016. INDIGO reserves the right to modify its
standard rates from time-to-time as may be necessary for cost-of-living adjustment and other
factors. City approval of such rate change shall not be unreasonably withheld. Hourly rates for
consultants shown exclude 15% markup which will be applied. Reimbursable expenses shall be
invoiced at cost plus 15%. Note that rates shown below are for a range of available team
members, not all of whom are included or required in the Cultural Arts Center project.
Indigo I Hammond + Playle Architects, M.Neils Engineering, Inc.
LLP,Architecture Electrical /data telcom engineering
Principal 210 Principal Engineer 190
Architect/Planner 160 Senior Engineer 155
Senior Designer 130 Designer 120
Designer/Drafter- Level 2 $115 Senior Drafter 100
Designer/ Drafter- Level 1 $105 Drafter 90
Clerical 80 Clerical 80
Miyamoto International Guidepost Solutions
Structural engineering Security electronic systems
Principal 230 -$310 Principal 205
Senior Associate 130-$220 Senior Team Leader 190
Associate 120-$190 Project Manager 185
Project Engineer 90 -$150 Sr. Designer 185
Staff Engineer 70 -$100 Project Research Analyst $185
Structural Designer 90 -$150 Project Coordinator 160
Administrative Assistant 60 -$130 Drafting 115
Technical Support 115
Peters Engineering
Mechanical & plumbing engineering
Principal 175
Senior Engineer 150
Project Engineer 125
Senior Designer 95
Designer 85
CADD 75
Clerical 60
12244 Indigo/Hammond&Playle Archi Certificate of Insurance page 1 of 1) 12/ 17/2015 09:49:02 AM
ACC°
a
CERTIFICATE OF LIABILITY INSURANCE
DATE(M MIDDIYYYY)
12/17/2015
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).
PRODUCER CONTACT
NAME:
Select Solutions Insurance Services,LLC#0127711 A/
cC,
No.Eat): 866-500-6359 a//c,No): (855)804-8449
1350 Carlback Avenue E-MAILADDRESS:
Walnut Creek,CA-94596 PRODUCER
CUSTOMER ID#:
INSURER(S)AFFORDING COVERAGE NAIC#
INSURED INSURER A: Hartford Accident and Indemnity Company 22357
Indigo/Hammond&Playle Archi INSURER B: Travelers Casualty and Surety Company of America 31194
909 5Th Street INSURER c: Sentinel Insurance Company,Ltd. 11000
909 5Th St
Davis,CA 95616
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.
INSR ADDL SUBR POLICY EFF POLICY EXP
LTR TYPE OF INSURANCE INSR WVD POLICY NUMBER MMIDD/YYYY) (MM/DDIYYYY) LIMITS
GENERAL LIABILITY EACH OCCURRENCE $ 1,000,000
DAMAGE TO RENTED
COMMERCIAL GENERAL LIABILITY PREMISES(Ea occurrence) $ 1,000,000
CLAIMS-MADE OCCUR MED EXP(Any one person)_ $ 10,000
C Yes 57SBAZE9975 1/5/2015 1/5/2016 PERSONAL&ADVINJURY $ 1,000,000
GENERAL AGGREGATE $ 2,000,000
GEN'L AGGREGATE LIMIT APPLIES PER: PRODUCTS-COMP/OP AGG $ 2,000,000
71 POLICY F PRO-JECT LOC
AUTOMOBILE LIABILITY COMBINED SINGLE LIMIT $
1,000,000Eaaccident)
ANY AUTO
BODILY INJURY(Per person) $
ALL OWNED AUTOS
BODILY INJURY(Per accident) $
C SCHEDULED AUTOS 57SBAZE9975 1/5/2015 1/5/2016
PROPERTY DAMAGE
HIRED AUTOS Per sodden))
NON-OWNED AUTOS
UMBRELLA LIAB OCCUR EACH OCCURRENCE $
EXCESS LIAB CLAIMS-MADE AGGREGATE
DEDUCTIBLE
RETENTION $
WORKERS COMPENSATION WC STATU- OTH-
AND EMPLOYERS'LIABILITY Y/N
TORY LIMITS ER
ANY PROPRIETOR/PARTNER/EXECUTIVE E.L.EACH ACCIDENT $ 1,000,000
A OFFICER/MEMBER EXCLUDED? Y N/A Yes 57WECFO1730 1/5/2015 1/5/2016
Mandatory in NH) E.L.DISEASE-EA EMPLOYEE $ 1.000,000
If yes,describe under
DESCRIPTION OF OPERATIONS below E.L.DISEASE-POLICY LIMIT $ 1,000,000
B Professional Liability(Errors and Omissions) 105389262 1/5/2015 1/5/2016 1,000,000/$2,000,000
DESCRIPTION OF OPERATIONS I LOCATIONS I VEHICLES (Attach ACORD 101,Additional Remarks Schedule,if mom space is required)
Re:Cultural Arts Center.City of Dublin,its officers,employees,agents and volunteers are named as Additional Insured as their interests may appear in regards
to General Liability policy per attached endorsement.This insurance is primary and non-contributory to any other insurance provided as respects General Liability
policy per attached endorsement.Waiver of subrogation in favor of the certificate holder with regard to the Workers' compensation policy per attached
endorsement.The Professional Liability Limits shown represent the Per Claim/Aggregate Limits of Liability.
CERTIFICATE HOLDER CANCELLATION
SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE
City of Dublin THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN
100 Civic Plaza ACCORDANCE WITH THE POLICY PROVISIONS.
Dublin,CA 94568
AUTHORIZED REPRESENTATIVE
1988-2014 ACORD CORPORATION. All rights reserved.
ACORD 25(2014/01) The ACORD name and logo are registered marks of ACORD
BUSINESS LIABILITY COVERAGE FORM
Form SS 00 08 04 05
2005,The Hartford
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 "our"refer to the stock insurance company member of The Hartford providing this insurance.
The word "insured" means any person or organization qualifying as such under Section C.-Who Is An Insured.
Other words and phrases that appear in quotation marks have special meaning. Refer to Section G. - Liability And
Medical Expenses Definitions.
A. COVERAGES a) The "bodily injury" or "property
1. BUSINESS LIABILITY COVERAGE (BODILY damage" is caused by an
INJURY, PROPERTY DAMAGE PERSONAL occurrence" that takes place in the
AND ADVERTISING INJURY) coverage territory";
Insuring Agreement b) The "bodily injury" or "property
damage" occurs during the policy
a. We will pay those sums that the insured period; and
becomes legally obligated to pay as c) Prior to the policy period, no insureddamagesbecauseof "bodily injury", listed under Paragraph 1. of Section
property damage" or "personal and C. — Who Is An Insured and no
advertising injury" to which this insurance
employee"authorized by you to give
applies. We will have the right and duty to or receive notice of an "occurrence"
defend the insured against any "suit" or claim, knew that the"bodily injury"
seeking those damages. However, we will or "property damage" had occurred,have no duty to defend the insured against in whole or in part. If such a listed
any "suit" seeking damages for "bodily insured or authorized "employee"
injury", "property damage" or "personal and knew, prior to the policy period, that
advertising injury" to which this insurance the "bodily injury" or "propertydoesnotapply. damage" occurred, then any
We may, at our discretion, investigate any continuation, change or resumption
occurrence" or offense and settle any claim of such "bodily injury" or " property
or"suit"that may result. But:damage" during or after the policy
1) The amount we will pay for damages is period will be deemed to have been
limited as described in Section D. - known prior to the policy period.
Liability And Medical Expenses Limits 2) To "personal and advertising injury"
Of Insurance;and caused by an offense arising out of your
2) Our right and duty to defend ends when business, but only if the offense was
we have used up the applicable limit of committed in the "coverage territory"
insurance in the payment of judgments, during the policy period.
settlements or medical expenses to which c. "Bodily injury" or "property damage" will be
this insurance applies. deemed to have been known to have
No other obligation or liability to pay sums or occurred at the earliest time when any
perform acts or services is covered unless insured listed under Paragraph 1.of Section
explicitly provided for under Coverage C. — Who Is An Insured or any "employee"
Extension-Supplementary Payments. authorized by you to give or receive notice
b. This insurance applies:
of an "occurrence"or claim:
1) Reports all, or any part, of the "bodily1) To "bodily injury" and "property
damage”only if: injury or "property damage" to us or
any other insurer;
Form.SS 00 08 04 05 Page 1 of 24
2005,The Hartford
BUSINESS LIABILITY COVERAGE FORM
2) Receives a written or verbal demand or b. We will make these payments regardless of
claim for damages because of the "bodily fault. These payments will not exceed the
injury"or"property damage";or applicable limit of insurance. We will pay
3) Becomes aware by any other means that reasonable expenses for:
bodily injury" or "property damage" has 1) First aid administered at the time of an
occurred or has begun to occur. accident;
d. Damages because of"bodily injury" include 2) Necessary medical, surgical, x-ray and
damages claimed by any person or dental services, including prosthetic.
organization for care, loss of services or devices; and
death resulting at any time from the "bodily 3) Necessary ambulance, hospital,
injury". professional nursing and funeral
e. Incidental Medical Malpractice services.
1) "Bodily injury" arising out of the 3. COVERAGE EXTENSION -
rendering of or failure to render SUPPLEMENTARY PAYMENTS
professional health care services as a
a. We will pay, with respect to any claim or
physician, dentist, nurse, emergency suit" we investigate or settle, or any "suit"
medical technician or paramedic shall against an insured we defend:
be deemed to be caused by an
occurrence", but only if: 1) All expenses we incur.
a) The physician, dentist, nurse, 2) Up to $1,000 for the cost of bail bonds
emergency medical technician or required because of accidents or traffic
paramedic is employed by you to law violations arising out of the use of
provide such services; and any vehicle to which Business Liability
Coverage for"bodily injury" applies. Web) You are not engaged in the
business
do not have to furnish these bonds.
usiness or occupation of providing
such services. 3) The cost of appeal bonds or bonds to
release attachments, but only for bond2) For the purpose of determining the amounts within the applicable limit of
limits of insurance for incidental medical insurance. We do not have to furnish
malpractice, any act or omission these bonds.
together with all related acts or
omissions in the furnishing of these 4) All reasonable expenses incurred by the
services to any one person will be insured at our request to assist us in the
considered one"occurrence". investigation or defense of the claim or
2. MEDICAL EXPENSES
suit", including actual loss of earnings
up to $500 a day because of time off
Insuring Agreement from work.
a. We will pay medical expenses as described 5) All costs taxed against the insured in
below for "bodily injury" caused by an the "suit".
accident: 6) Prejudgment interest awarded against
1) On premises you own or rent; the insured on that part of the judgment
2) On ways next to premises you own or we pay. If we make an offer to pay the
rent; or applicable limit of insurance, we will not
3) Because of your operations;pay any prejudgment interest based on
that period of time after the offer.
provided that:
1) The accident takes
7) All interest on the full amount of any
place in - the judgment that accrues after entry of the
coverage territory" and during the judgment and before we have paid,
policy period; offered to pay, or deposited in court the
2) The expenses are incurred and reported part of the judgment that is within the
to us within three years of the date of applicable limit of insurance.
the accident; and Any amounts paid under (1) through (7)
3) The injured person submits to above will not reduce the limits of insurance.
examination, at our expense, by
physicians of our choice as often as we
reasonably require.
Page 2 of 24 Form SS 00 08 04 05
BUSINESS LIABILITY COVERAGE FORM
b. If we defend an insured against a "suit" So long as the above conditions are met,
and an indemnitee of the insured is also attorneys' fees incurred by us in the
named as a party to the "suit", we will defense of that indemnitee, necessary
defend that indemnitee if all of the litigation expenses incurred by us and
following conditions are met: necessary litigation expenses incurred
1) The "suit" against the indemnitee by the indemnitee at our request will be
seeks damages for which the insured paid as Supplementary Payments.
has assumed the liability of the Notwithstanding the provisions of
indemnitee in a contract or agreement Paragraph 1.b.(b) of Section B. —
that is an "insured contract"; Exclusions, such payments will not be
2) This insurance applies to such liability deemed to be damages for "bodily
assumed by the insured; injury" and "property damage" and will
3) The obligation to defend, or the cost of
not reduce the Limits of Insurance.
the defense of, that indemnitee, has Our obligation to defend an insured's
also been assumed by the insured in indemnitee and to pay for attorneys' fees
the same"insured contract"; and necessary litigation expenses as
4) The allegations in the "suit" and the Supplementary Payments ends when:
information we know about the 1) We have used up the applicable limit
occurrence" are such that no conflict of insurance in the payment of
appears to exist between the interests judgments or settlements; or
of the insured and the interest of the 2) The conditions set forth above, or the
indemnitee; terms of the agreement described in
5) The indemnitee and the insured ask Paragraph(6)above, are no longer met.
us to conduct and control the defense B. EXCLUSIONS
of that indemnitee against such "suit" 1. Applicable To Business Liability Coverageandagreethatwecanassignthe
same counsel to defend the insured This insurance does not apply to:
and the indemnitee; and a. Expected Or Intended Injury
6) The indemnitee: 1) "Bodily injury" or "property damage"
a) Agrees in writing to: expected or intended from the
i) Cooperate with us in the
standpoint of the insured. This
exclusion does not apply to "bodilyinvestigation, settlement or
injury" or "property damage' resultingdefenseofthe"suit"; from the use of reasonable force to
ii) Immediately send us copies of protect persons or property;or
any demands, notices, 2) "Personal and advertising injury" arising
summonses or legal papers out of an offense committed by, at the
received in connection with direction of or with the consent or
the"suit"; acquiescence of the insured with the
iii) Notify any other insurer whose expectation of inflicting "personal and
coverage is available to the advertising injury".
indemnitee; and
b. Contractual Liability
iv) Cooperate with us with 1) "Bodily injury"or"property damage";orrespecttocoordinating other
applicable insurance available 2) "Personal and advertising injury"
to the indemnitee; and for which the insured is obligated to pay
b) Provides us with written damages by reason of the assumption of
authorization to: liability in a contract or agreement.
i) Obtain records and other This exclusion does not apply to liability
information related to the for damages because of:
suit"; and a) "Bodily injury", "property damage"or
ii) Conduct and control the personal and advertising injury"that
defense of the indemnitee in the insured would have in the
such"suit". 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" b) Performing duties related to the
assumed in a contract or agreement conduct of the insured's business,or
that is an "insured contract", 2) The spouse, child, parent, brother or
provided the "bodily injury" or sister of that "employee" as a
property damage" occurs consequence of(1)above.
subsequent to the execution of the This exclusion applies:
contract or agreement. Solely for
the purpose of liability assumed in 1) Whether the insured may be liable as
an "insured contract", reasonable an employer or in any other capacity;
attorneys' fees and necessary and
litigation expenses incurred by or for 2) To any obligation to share damages
a party other than an insured are with or repay someone else who must
deemed to be damages because of pay damages because of the injury.
bodily injury" or"property damage"This exclusion does not apply to liability
provided: assumed by the insured under an "insured
i) Liability to such party for, or for contract".
the cost of, that party's defense f. Pollution
has also been assumed in the
same
1) "Bodily injury", "property damage" orinsuredcontract",and
personal and advertising injury"ii) Such attorneys' fees• and arising out of the actual, alleged or
litigation expenses are for threatened discharge, dispersal,
defense of that party against a seepage, migration, release or escape
civil or alternative dispute
of" pollutants":
resolution proceeding in which
damages to which this a) At or from any premises, site or
insurance applies are alleged. location which is or was at any
c. Liquor Liability
time owned or occupied by, or
rented or loaned to any insured.
Bodily injury" or "property damage" for However, this subparagraph does
which any insured may be held liable by not apply to:
reason of: i) "Bodily injury"if sustained within
1) Causing or contributing to the a building and caused by
intoxication of any person; smoke, fumes, vapor or soot
2) The furnishing of alcoholic beverages to produced by or originating from
a person under the legal drinking age or equipment that is used to heat,
under the influence of alcohol; or cool or dehumidify the building,
or equipment that is used to
3) Any statute, ordinance or regulation heat water for personal use, by
relating to the sale, gift, distribution or
the building's occupants or theiruseofalcoholicbeverages.
guests;
This exclusion applies only if you are in the ii) "Bodily injury" or "propertybusinessofmanufacturing, distributing, damage" for which you may be
selling, serving or furnishing alcoholic held liable, if you are a
beverages.
contractor and the owner or
d. Workers' Compensation And Similar lessee of such premises, site or
Laws location has been added to your
Any obligation of the insured under a policy as an additional insured
workers' compensation, disability benefits with respect to your ongoing
or unemployment compensation law or operations performed for that
any similar law. additional insured at that
e. Employer's Liability premises, site or location and
Bodily injury"to: such premises, site or location
1) An "employee" of the insured arising
is not and never was owned or
occupied by, or rented or
out of and in the course of:
loaned to, any insured, other
a) Employment by the insured; or 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 2) The use of "mobile equipment" in, or
Bodily injury" or "property damage" arising
while in practice or preparation for, a
out of the ownership, maintenance, use or
prearranged racing, speed or
entrustment to others of any aircraft, "auto" demolition contest or in any stunting
or watercraft owned or operated by or rented activity.
or loaned to any insured. Use includes i. War
operation and"loading or unloading". Bodily injury", "property damage" or
This exclusion applies even if the claims personal and advertising injury", however
against any insured allege negligence or caused,arising,directly or indirectly,out of:
other wrongdoing in the supervision, hiring, 1) War, including undeclared or civil war;
employment, training or monitoring of others
by that insured, if the "occurrence" which
2) Warlike action by a military force,
caused the "bodily injury" or "property, including action in hindering or
damage" involved the ownership, defending against an actual or
maintenance, use or entrustment to others of expected attack, by any government,
any aircraft, "auto" or watercraft that is sovereign or other authority using
owned or operated by or rented or loaned to military personnel or other agents; or
any insured. 3) Insurrection, rebellion, revolution, -
This exclusion does not apply to: usurped power, or action taken by
governmental authority in hindering or
1) A watercraft while ashore on premises defending against any of these.
you own or rent;
j. Professional Services
2) A watercraft you do not own that is:
Bodily injury", "property damage" or
a) Less than 51 feet long; and personal and advertising injury" arising
b) Not being used to carry persons out of the rendering of or failure to render
for a charge; any professional service. This includes
3) Parking an "auto" on, or on the ways
but is not limited to:
next to, premises you own or rent, 1) Legal, accounting or advertising
provided the "auto" is not owned by or services;
rented or loaned to you or the insured;2) Preparing, approving, or failing to
4) Liability assumed under any "insured prepare or approve maps, shop
contract" for the ownership, drawings, opinions, reports, surveys,
maintenance or use of aircraft or` field orders, change orders, designs or
watercraft; drawings and specifications;
5) "Bodily injury" or "property damage" 3) Supervisory, inspection, architectural
arising out of the operation of any of or engineering activities;
the equipment listed in Paragraph f.(2) 4) Medical, surgical, dental, x-ray or
or f.(3) of the definition of "mobile nursing services treatment, advice or
equipment"; or instruction;
6) An aircraft that is not owned by any 5) Any health or therapeutic service
insured and is hired, chartered or loaned treatment, advice or instruction;
with a paid crew. However, this
6) Any service, treatment, advice or
exception does not apply if the insured
instruction for the purpose of
has any other insurance for such "bodily
injury" or "property damage", whether
appearance or skin enhancement, hair
the other insurance is primary, excess,
removal or replacement or personal
contingent or on any other basis. grooming;
h. Mobile Equipment
7) Optical or hearing aid services
including the prescribing, preparation,
Bodily injury" or "property damage" fitting, demonstration or distribution of
arising out of:ophthalmic lenses and similar
1) The transportation of"mobile equipment" products or hearing aid devices;
by an "auto" owned or operated by or
rented or loaned to any insured;or
Page 6 of 24 Form SS 00 08 04 05
BUSINESS LIABILITY COVERAGE FORM
8) Optometry or optometric services Paragraphs (1), (3) and (4) of this
including but not limited to examination exclusion do not apply to "property
of the eyes and the prescribing,damage" (other than damage by fire) to
preparation, fitting,demonstration or premises, including the contents of such
distribution of ophthalmic lenses and premises, rented to you for a period of 7 or
similar products; fewer consecutive days. A separate Limit
9) Any: of Insurance applies to Damage To
a) Body piercing (not including ear
Premises Rented To You as described in
piercing);
Section D.-Limits Of Insurance.
Paragraph (2) of this exclusion does not
b) Tattooing, including.but not limited
apply if the premises are "your work" andtotheinsertionofpigmentsintoorwerenever occupied, rented or held for
under the skin; and
rental by you.
c) Similar services; Paragraphs (3) and (4)of this exclusion do
10) Services in the practice of pharmacy;not apply to the use of elevators.
and Paragraphs (3), (4), (5) and (6) of this
11) Computer consulting, design or exclusion do not apply to liability assumed
programming services, including web under a sidetrack agreement.
site design. Paragraphs (3) and (4)of this exclusion do
Paragraphs(4) and (5)of this exclusion do not apply to "property damage" to
not apply to the Incidental Medical borrowed equipment while not being used
Malpractice coverage afforded under to perform operations at a job site.
Paragraph 1.e. in Section A.-Coverages. Paragraph (6) of this exclusion does not
k. Damage To Property apply to "property damage" included in the
Property damage"to: products-completed operations hazard".
1) Property you own, rent or occupy, I. Damage To Your Product
including any costs or expenses Property damage" to "your product"
incurred by you, or any other person,arising out of it or any part of it.
organization or entity, for repair,
m. Damage To Your Work
replacement, enhancement,
restoration or maintenance of such Property damage" to "your work" arising
property for any reason, including out of it or any part of it and included in the
prevention of injury to a person or products-completed operations hazard".
damage to another's property; This exclusion does not apply if the
2) Premises you sell, give away or damaged work or the work out of which
abandon, if the"property damage"arises the damage arises was performed on your
out of any part of those premises;behalf by a subcontractor.
3) Property loaned to you; n. Damage To Impaired Property Or
4) Personal property in the care, custody
Property Not Physically Injured
or control of the insured; Property damage" to "impaired property"
or property that has not been physically5) That particular part of real property on injured, arising out of:
which you or any contractors or
subcontractors working directly or
1) A defect, deficiency, inadequacy or
indirectly on your behalf are performing
dangerous condition in "your product"
operations, if the "property damage" or"your work"; or
arises out of those operations;or 2) A delay or failure by you or anyone
6) That particular part of any property acting on your behalf to perform a
that must be restored, repaired or contract or agreement in accordance
replaced because "your work" was with its terms.
incorrectly performed on it. 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
11) Arising out of the violation of aanother's "advertising idea" in your
advertisement";person's 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 I) Your web site; or
a trademark, trade name, service ii) The presentation or functionality
mark or other designation of origin of an "advertisement" or other
or authenticity; or content on your web site;
Page 8 of 24 Form SS 00 08 04 05
BUSINESS LIABILITY COVERAGE FORM
13) Arising out of a violation of any anti- a) May be awarded or incurred by
trust law; reason of any claim or suit
14) Arising out of the fluctuation in price or alleging actual or threatened injury
value of any stocks, bonds or other or damage of any nature or kind to
securities; or persons or property which would
15) Arising out of discrimination or
not have occurred in whole or in
humiliation committed by or at the
part but for the"asbestos hazard";
direction of any "executive officer", b) Arise out of any request, demand,
director, stockholder, partner or order or statutory or regulatory
member of the insured. requirement that any insured or
q. Electronic Data others test for, monitor, clean up,
remove, encapsulate, contain,
Damages arising out of the loss of, loss of treat, detoxify or neutralize or in
use of, damage to, corruption of, inability any way respond to or assess the
to access, or inability to manipulate effects of an "asbestos hazard"; or
electronic data".
c) Arise out of any claim or suit for
r. Employment-Related Practices damages because of testing for,
Bodily injury" or"personal and advertising monitoring, cleaning up, removing,
injury"to: encapsulating, containing, treating,
1) A person arising out of any:
detoxifying or neutralizing or in any
way responding to or assessing the
a) Refusal to employ that person; effects of an"asbestos hazard".
b) Termination of that person's t. Violation Of Statutes That Govern E-
employment;or Mails, Fax, Phone Calls Or Other
c) Employment-related practices,Methods Of Sending Material Or
policies, acts or omissions, such as Information
coercion, demotion, evaluation,Bodily injury", "property damage", or
reassignment, discipline,personal and advertising injury" arising
defamation, harassment, humiliation directly or indirectly out of any action or
or discrimination directed at that omission that violates or is alleged to
person;or violate:
2) The spouse, child, parent, brother or 1) The Telephone Consumer Protection
sister of that person as a Act (TCPA), including any amendment
consequence of "bodily injury" or of or addition to such law;
personal and advertising injury"to the 2) The CAN-SPAM Act of 2003, including
person at whom any of the
any amendment of or addition to such
employment-related practices
described in Paragraphs(a), (b), or(c)
law; or
above is directed.3) Any statute, ordinance or regulation,
This exclusion applies:
other than the TCPA or CAN-SPAM Act
of 2003, that prohibits or limits the
1) Whether the insured may be liable as sending, transmitting, communicating or
an employer or in any other capacity; distribution of material or information.
and Damage To Premises Rented To You —
2) To any obligation to share damages Exception For Damage By Fire, Lightning
with or repay someone else who must or Explosion
pay damages because of the injury. Exclusions c. through h. and k. through o. do
s. Asbestos not apply to damage by fire, lightning or
1) "Bodily injury", "property damage" or explosion to premises rented to you or
personal and advertising injury" temporarily occupied by you with permission of
arising out of the "asbestos hazard". the owner. A separate Limit of Insurance
2) Any damages, judgments, settlements,
applies to this coverage as described in
loss,costs or expenses that: 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
c. Injury On Normally Occupied Premises
your business, or your "employees", other
than either your "executive officers" (if you
To a person injured on that part of are an organization other than a
premises you own or rent that the person partnership,joint venture or limited liability
normally occupies. company) or your managers (if you are a
d. Workers' Compensation And Similar limited liability company), but only for acts
Laws within the scope of their employment by
To a person, whether or not an
you or while performing duties related to
employee" of any insured, if benefits for
the conduct of your business.
the "bodily injury" are payable or must be However, none of these "employees" or
provided under a workers' compensation volunteer workers"are insureds for:
or disability benefits law or a similar law. 1) "Bodily injury" or "personal and
e. Athletics Activities advertising injury":
To a person injured while practicing, a) To you, to your partners or
instructing or participating in any physical members (if you are a partnership
exercises or games, sports or athletic or joint venture), to your members
contests. if you are a limited liability
f. Products-Completed Operations Hazard company), or to a co-"employee"
while in the course of his or her
Included with the "products-completed employment or performing duties
operations hazard". related to the conduct of your
g. Business Liability Exclusions business, or to your other
Excluded under Business Liability Coverage. volunteer workers" while
performing duties related to the
C. WHO IS AN INSURED conduct of your business;
1. If you are designated in the Declarations as:b) To the spouse, child, parent,
a. An individual, you and your spouse are brother or sister of that co-
insureds, but only with respect to the employee" or that "volunteer
conduct of a business of which you are the worker" as a consequence of
sole owner. Paragraph (1)(a)above;
b. A partnership or joint venture, you are an c) For which there is any obligation
insured. Your members, your partners, and to share damages with or repay
their spouses are also insureds,but only with someone else who must pay
respect to the conduct of your business.damages because of the injury
c. A limited liability company, you are an
described in Paragraphs (1)(a) or
insured. Your members are also insureds, b) above;or
but only with respect to the conduct of your d) Arising out of his or her providing
business. Your managers are insureds, but or failing to provide professional
only with respect to their duties as your health care services.
managers. If you are not in the business of
d. An organization other than a partnership, providing professional health care
joint venture or limited liability company, you services, Paragraph (d) does not apply
are an insured. Your"executive officers"and to any nurse, emergency medical
directors are insureds, but only with respect technician or paramedic employed by
to their duties as your officers or directors. you to provide such services.
Your stockholders are also insureds,but only 2) "Property damage"to property:
with respect to their liability as stockholders. a) Owned, occupied or used by,
Page 10 of 24 Form SS 00 08 04 05
BUSINESS LIABILITY COVERAGE FORM
b) Rented to, in the care, custody or b. Coverage under this provision does not
control of, or over which physical apply to:
control is being exercised for any 1) "Bodily injury" or "property damage"
purpose by you, any of your that occurred; or
employees", "volunteer workers",
any partner or member (if you are 2) "Personal and advertising injury"
a partnership or joint venture), or arising out of an offense committed
any member (if you are a limited before you acquired or formed the
liability company). organization.
b. Real Estate Manager 4. Operator Of Mobile Equipment
Any person (other than your"employee" or With respect to "mobile equipment" registered in
volunteer worker"), or any organization your name under any motor vehicle registration
while acting as your real estate manager. law, any person is an insured while driving such
c. Temporary Custodians Of Your equipment along a public highway with your
Property permission. Any other person or organization
responsible for the conduct of such person is
Any person or organization having proper also an insured, but only with respect to liability
temporary custody of your property if you arising out of the operation of the equipment,anddie, but only: only if no other insurance of any kind is available
1) With respect to liability arising out of the to that person or organization for this liability.
maintenance or use of that property;and However, no person or organization is an insured
2) Until your legal representative has with respect to:
been appointed. a. "Bodily injury" to a co-"employee" of the
d. Legal Representative If You Die person driving the equipment; or
Your legal representative if you die, but b. "Property damage" to property owned by,
only with respect to duties as such. That rented to, in the charge of or occupied by
representative will have all your rights and you or the employer of any person who is
duties under this insurance. an insured under this provision.
e. Unnamed Subsidiary 5. Operator of Nonowned Watercraft
Any subsidiary and subsidiary thereof, of With respect to watercraft you do not own that
yours which is a legally incorporated entity is less than 51 feet long and is not being used
of which you own a financial interest of to carry persons for a charge, any person is an
more than 50% of the voting stock on the insured while operating such watercraft with
effective date of this Coverage Part. your permission. Any other person or
The insurance afforded herein for any
organization responsible for the conduct of
subsidiary not shown in the Declarations such person is also an insured, but only with
as a named insured does not apply to respect to liability arising out of the operation
injury or damage with respect to which an
of the watercraft, and only if no other
insured under this insurance is also an
insurance of any kind is available to that
insured under another policy or would be person or organization for this liability.
an insured under such policy but for its However, no person or organization is an
termination or upon the exhaustion of its insured with respect to:
limits of insurance.a. "Bodily injury" to a co-"employee" of the
3. Newly Acquired Or Formed Organization person operating the watercraft;or
Any organization you newly acquire or form, b. "Property damage" to property owned by,
other than a partnership, joint venture or rented to, in the charge of or occupied by
limited liability company, and over which you you or the employer of any person who is
maintain financial interest of more than 50% of an insured under this provision.
the voting stock, will qualify as a Named 6. Additional Insureds When Required By
Insured if there is no other similar insurance Written Contract, Written Agreement Or
available to that organization. However: Permit
a. Coverage under this provision is afforded The person(s) or organization(s) identified in
only until the 180th day after you acquire Paragraphs a. through f. below are additional
or form the organization or the end of the insureds when you have agreed, in a written
policy period,whichever is earlier; and
Form SS 00 08 04 05 Page 11 of 24
BUSINESS LIABILITY COVERAGE FORM
contract, written agreement or because of a e) Any failure to make such
permit issued by a state or political inspections, adjustments, tests or
subdivision, that such person or organization servicing as the vendor has
be added as an additional insured on your agreed to make or normally
policy, provided the injury or damage occurs undertakes to make in the usual
subsequent to the execution of the contract or course of business, in connection
agreement, or the issuance of the permit. with the distribution or sale of the
A person or organization is an additional products;
insured under this provision only for that f) Demonstration, installation,
period of time required by the contract, servicing or repair operations,
agreement or permit. except such operations performed
at the vendor's premises in
However, no such person or organization is an connection with the sale of the
additional insured under this provision if such
product;
person or organization is included as an
additional insured by an endorsement issued g) Products which, after distribution
by us and made a part of this Coverage Part, or sale by you, have been labeled
including all persons or organizations added or relabeled or used as a
as additional insureds under the specific container, part or ingredient of any
additional insured coverage grants in Section other thing or substance by or for
F.—Optional Additional Insured Coverages. the vendor;or
a. Vendors h) "Bodily injury" or "property
damage" arising out of the sole
Any person(s) or organization(s) (referred to negligence of the vendor for its
below as vendor), but only with respect to own acts or omissions or those of
bodily injury" or "property damage" arising its employees or anyone else
out of "your products" which are distributed acting on its behalf. However,this
or sold in the regular course of the vendor's exclusion does not apply to:business and only if this Coverage Part
provides coverage for "bodily injury" or I) The exceptions contained in
property damage" included within the Subparagraphs(d)or(f); or
products-completed operations hazard". ii) Such inspections, adjustments,
1) The insurance afforded to the vendor tests or servicing as the vendor
is subject to the following additional has agreed to make or normally
exclusions:undertakes to make in the usual
course of business, in
This insurance does not apply to: connection with the distribution
a) "Bodily injury" or "property or sale of the products.
damage" for which the vendor is
obligated to pay damages by
2) This insurance does not apply to any
insured person or organization from
reason of the assumption of whom you have acquired such products,
liability in a contract or agreement. or any ingredient, part or container,This exclusion does not apply to
entering into, accompanying or
liability for damages that the
containing such products.vendor would have in the absence
of the contract or agreement; b. Lessors Of Equipment
b) Any express warranty
1) Any person or organization from
unauthorized by you; whom you lease equipment; but only
with respect to their liability for"bodilyc) Any physical or chemical change injury", "property damage" or
in the product made intentionally personal and advertising injury"by the vendor;
caused, in whole or in part, by your
d) Repackaging, except when maintenance, operation or use of
unpacked solely for the purpose of equipment leased to you by such
inspection, demonstration, testing, person or organization.
or the substitution of parts under
instructions from the manufacturer,,
and then repackaged in the
original container;
Page 12of24 Form SS 00 08 04 05
BUSINESS LIABILITY COVERAGE FORM
2) With respect to the insurance afforded e. Permits Issued By State Or Political
to these additional insureds, this Subdivisions
insurance does not apply to any 1) Any state or political subdivision, but
occurrence" which takes place after only with respect to operations
you cease to lease that equipment. performed by you or on your behalf for
c. Lessors Of Land Or Premises which the state or political subdivision
1) Any person or organization from has issued a permit.
whom you lease land or premises, but 2) With respect to the insurance afforded
only with respect to liability arising out to these additional insureds, this
of the ownership, maintenance or use insurance does not apply to:
of that part of the land or premises a) "Bodily injury", "property damage"
leased to you. or " personal and advertising
2) With respect to the insurance afforded injury" arising out of operations
to these additional insureds, this performed for the state or
insurance does not apply to: municipality; or
a) Any "occurrence" which takes b) "Bodily injury" or"property damage"
place after you cease to lease that included within the "products-
land or be a tenant in that completed operations hazard".
premises; or f. Any Other Party
b) Structural alterations, new 1) Any other person or organization who
construction or demolition is not an insured under Paragraphs a.
operations performed by or on through e. above, but only with
behalf of such person or respect to liability for "bodily injury",
organization. property damage" or "personal and
d. Architects, Engineers Or Surveyors advertising injury" caused, in whole or
1) Any architect, engineer, or surveyor, but in part, by your acts or omissions or
only with respect to liability for "bodily the acts or omissions of those acting
injury", "property damage" or "personal on your behalf:
and advertising injury" caused, in whole a) In the performance of your
or in part, by your acts or omissions or ongoing operations;
the acts or omissions of those acting on b)
behalf:
In connection with your premises
Y owned by or rented to you; or
a) In connection with your premises; c) In connection with "your work"and
or included within the "products-
b) In the performance of your completed operations hazard", but
ongoing operations performed by only if
you or on your behalf. i) The written contract or written
2) With respect to the insurance afforded agreement requires you to
to these additional insureds, the provide such coverage to
following additional exclusion applies:such additional insured; and
This insurance does not apply to ii) This Coverage Part provides
bodily injury", "property damage" or coverage for "bodily injury" or
personal and advertising injury" property damage" included
arising out of the rendering of or the within the "products-
failure to render any professional completed operations hazard".
services by or for you, including: 2) With respect to the insurance afforded
a) The preparing, approving, or to these additional insureds, this
failure to prepare or approve, insurance does not apply to:
maps, shop drawings, opinions, Bodily injury", "property damage" or
reports, surveys, field orders, personal and advertising injury"
change orders, designs or arising out of the rendering of, or the
drawings and specifications; or failure to render, any professional
b) Supervisory, inspection, architectural, engineering or surveying
architectural or engineering services, including:
activities.
Form SS 00 08 04 05 Page 13 of 24
BUSINESS LIABILITY COVERAGE FORM
a) The preparing, approving, or This General Aggregate limit does not
failure to prepare or approve,apply to "property damage" to premises
maps, shop drawings, opinions,while rented to you or temporarily
reports, surveys, field orders,occupied by you with permission of the
change orders, designs or owner, arising out of fire, lightning or
drawings and specifications; or explosion.
b) Supervisory, inspection, 3. Each Occurrence Limit .
architectural or engineering Subject to 2.a. or 2.b above, whichever
activities. applies, the most we will pay for the sum of all
The limits of insurance that apply to additional damages because of all "bodily injury",
insureds are described in Section D. — Limits property damage" and medical expenses
Of Insurance. arising out of any one "occurrence" is the
How this insurance applies when other Liability and Medical Expenses Limit shown in
insurance is available to an additional insured the Declarations.
is described in the Other Insurance Condition The most we will pay for all medical expenses
in Section E.—Liability And Medical Expenses because of "bodily injury" sustained by any
General Conditions. one person is the Medical Expenses Limit
No person or organization is an insured with shown in the Declarations.
respect to the conduct of any current or past 4. Personal And Advertising Injury Limit
partnership, joint venture or limited liability Subject to 2.b. above, the most we will pay for
company that is not shown as a Named Insured in the sum of all damages because of all
the Declarations. personal and advertising injury" sustained by
D. LIABILITY AND MEDICAL EXPENSES any one person or organization is the Personal
LIMITS OF INSURANCE and Advertising Injury Limit shown in the
Declarations.
1. The Most We Will Pay 5. Damage To Premises Rented To You Limit
The Limits of Insurance shown in the
Declarations and the rules below fix the most
The Damage To Premises Rented To You
we will pay regardless of the number of: Limit is the most we will pay under Business
a. Insureds;
Liability Coverage for damages because of
property damage" to any one premises, while
b. Claims made or"suits" brought; or rented to you, or in the case of damage by fire,
c. Persons or organizations making claims or lightning or explosion, while rented to you or
bringing "suits". temporarily occupied by you with permission of
2. Aggregate Limits the owner.
The most we will pay for: In the case of damage by fire, lightning or
explosion, the Damage to Premises Rented To
a. Damages because of "bodily injury" and You Limit applies to all damage proximately
property damage" included in the caused by the same event, whether such
products-completed operations hazard" is damage results from fire, lightning or explosion
the Products-Completed Operations or any combination of these.
Aggregate Limit shown in the
Declarations.
6. How Limits Apply To Additional Insureds
b. Damages because of all other "bodily The most we will pay on behalf of a person or
injury", "property damage" or "personal
organization who is an additional insured
and advertising injury", including medical
under this Coverage Part is the lesser of:
expenses, is the General Aggregate Limit a. The limits of insurance specified in a
shown in the Declarations. written contract, written agreement or
This General Aggregate Limit applies permit issued by a state or political
separately to each of your "locations"subdivision; or
owned by or rented to you. b. The Limits of Insurance shown in the
Location" means premises involving the Declarations.
same or connecting lots, or premises Such amount shall be a part of and not in
whose connection is interrupted only by a addition to the Limits of Insurance shown in
street, roadway or right-of-way of a the Declarations and described in this Section.
railroad.
Page 14 of 24 Form SS 00 08 04 05
BUSINESS LIABILITY COVERAGE FORM
If more than one limit of insurance under this 1) Immediately send us copies of any
policy and any endorsements attached thereto demands, notices, summonses or
applies to any claim or"suit", the most we will pay legal papers received in connection
under this policy and the endorsements is the with the claim or"suit";
single highest limit of liability of all coverages 2) Authorize us to obtain records and
applicable to such claim or "suit". However, this other information;
paragraph does not apply to the Medical Expenses
3) Cooperate with us in the investigation,limit set forth in Paragraph 3.above.
settlement of the claim or defense
The Limits of Insurance of this Coverage Part apply against the "suit"; and
separately to each consecutive annual period and to 4) Assist us, upon our request, in the
any remaining period of less than 12 months,starting
enforcement of any right against anywiththebeginningofthepolicyperiodshowninthe
person or organization that may beDeclarations, unless the policy period is extended
liable to the insured because of injury
after issuance for an additional period of less than 12
or damage to which this insurance
months. In that case, the additional period will be
may also apply.deemed part of the last preceding period for purposes
of determining the Limits of Insurance. d. Obligations At The Insured's Own Cost
E. LIABILITY AND MEDICAL EXPENSES No insured will, except at that insured's own
GENERAL CONDITIONS
cost, voluntarily make a payment, assume
any obligation, or incur any expense, other
1. Bankruptcy than for first aid,without our consent.
Bankruptcy or insolvency of the insured or of e. Additional Insured's Other Insurance
the insured's estate will not relieve us of our If we cover a claim or "suit" under this
obligations under this Coverage Part. Coverage Part that may also be covered
2. Duties In The Event Of Occurrence,by other insurance available to an
Offense, Claim Or Suit additional insured, such additional insured
a. Notice Of Occurrence Or Offense must submit such claim or "suit" to the
other insurer for defense and indemnity.
You or any additional insured must see to
it that we are notified as soon as However, this provision does not apply to
practicable of an "occurrence" or an
the extent that you have agreed in a
offense which may result in a claim. To written contract, written agreement or
the extent possible, notice should include: permit that this insurance is primary and
non-contributory with the additional
1) How, when and where the "occurrence"insured's own insurance.
or offense took place;
f. Knowledge Of An Occurrence, Offense,
2) The names and addresses of any Claim Or Suit
injured persons and witnesses; and
Paragraphs a. and b. apply to you or to
3) The nature and location of any injury any additional insured only when such
or damage arising out of the occurrence", offense, claim or "suit" is
occurrence"or offense. known to:
b. Notice Of Claim 1) You or any additional insured that is
If a claim is made or "suit" is brought an individual;
against any insured, you or any additional 2) Any partner, if you or an additional
insured must:insured is a partnership;
1) Immediately record the specifics of the 3) Any manager, if you or an additional
claim or "suit" and the date received; insured is a limited liability company;
and
4) Any "executive officer" or insurance
2) Notify us as soon as practicable. manager, if you or an additional
You or any additional insured must see to insured is a corporation;
it that we receive a written notice of the 5) Any trustee, if you or an additional
claim or"suit"as soon as practicable. insured is a trust; or
c. Assistance And Cooperation Of The 6) Any elected or appointed official, if you
Insured or an additional insured is a political
You and any other involved insured must: subdivision or public entity.
Form SS 00 08 04 05 Page 15 of 24
BUSINESS LIABILITY COVERAGE FORM
This Paragraph f. applies separately to 3) We have issued this policy in reliance
you and any additional insured. upon your representations.
3. Financial Responsibility Laws b. Unintentional Failure To Disclose
a. When this policy is certified as proof of Hazards
financial responsibility for the future under If unintentionally you should fail to disclose
the provisions of any motor vehicle all hazards relating to the conduct of your
financial responsibility law, the insurance business at the inception date of this
provided by the policy for "bodily injury"Coverage Part, we shall not deny any
liability and "property damage" liability will coverage under this Coverage Part
comply with the provisions of the law to because of such failure.
the extent of the coverage and limits of 7. Other Insurance
insurance required by that law.
If other valid and collectible insurance is
b. With respect to "mobile equipment" to available for a loss we cover under this
which this insurance applies, we will Coverage Part, our obligations are limited as
provide any liability, uninsured motorists,follows:
underinsured motorists, no-fault or other
coverage required by any motor vehicle a. Primary Insurance
law. We will provide the required limits for This insurance is primary except when b.
those coverages: below applies. If other insurance is also
4. Legal Action Against Us primary, we will share with all that other
No person or organization has a right under insurance by the method described in c.
this Coverage Form:
below.
a. To join us as a party or otherwise bring us
b. Excess Insurance
into a "suit" asking for damages from an This insurance is excess over any of the
insured; or other insurance, whether primary, excess,
b. To sue us on this Coverage Form unless contingent or on any other basis:
all of its terms have been fully complied 1) Your Work
with. That is Fire, Extended Coverage,
A person or organization may sue us to recover Builder's Risk, Installation Risk or
on an agreed settlement or on a final judgment similar coverage for"your work";
against an insured; but we will not be liable for 2) Premises Rented To You
damages that are not payable under the terms of
That is fire, lightning or explosionthisinsuranceorthatareinexcessofthe
insurance for premises rented to you
applicable limit of insurance. An agreed
settlement means a settlement and release'of or temporarily occupied by you with
liability signed by us, the insured and the permission of the owner;
claimant or the claimant's legal representative. 3) Tenant Liability
5. Separation Of Insureds That is insurance purchased by you to
Except with respect to the Limits of Insurance, cover your liability as a tenant for
and any rights or duties specifically assigned property damage to premises rented
in this policy to the first Named Insured, this to you or temporarily occupied by you
insurance applies:
with permission of the owner;
a. As if each Named Insured were the only
4) Aircraft,Auto Or Watercraft
Named Insured; and If the loss arises out of the maintenance
b. Separately to each insured against whom
or use of aircraft, "autos" or watercraft to
a claim is made or"suit"is brought. the extent not subject to Exclusion g. of
Section A.—Coverages.
6. Representations
5) Property Damage To Borrowed
a. When You Accept This Policy Equipment Or Use Of Elevators
By accepting this policy, you agree: If the loss arises out of "property
1) The statements in the Declarations damage" to borrowed equipment or
are accurate and complete; the use of elevators to the extent not
2) Those statements are based upon subject to Exclusion k. of Section A. —
representations you made to us; and Coverages.
Page 16 of 24 Form SS 00 08 04 05
BUSINESS LIABILITY COVERAGE FORM
6) When You Are Added As An When this insurance is excess over other
Additional Insured To Other insurance, we will pay only our share of
Insurance the amount of the loss, if any, that
That is other insurance available to exceeds the sum of:
you covering liability for damages 1) The total amount that all such other
arising out of the premises or insurance would pay for the loss in the
operations, or products and completed absence of this insurance;and
operations, for which you have been 2) The total of all deductible and self-
added as an additional insured by that insured amounts under all that other
insurance; or insurance.
7) When You Add Others As An We will share the remaining loss, if any,withAdditionalInsuredToThisanyother insurance that is not described inInsurancethisExcessInsurance provision and was not
That is other insurance available to an bought specifically to apply in excess of the
additional insured.Limits of Insurance shown in the
However, the following provisions Declarations of this Coverage Part.
apply to other insurance available to c. Method Of Sharing
any person or organization who is an If all the other insurance permits
additional insured under this Coverage contribution by equal shares,we will followPart:this method also. Under this approach,
a) Primary Insurance When each insurer contributes equal amounts
Required By Contract until it has paid its applicable limit of
This insurance is primary if you insurance or none of the loss remains,
have agreed in a written contract,whichever comes first.
written agreement or permit that If any of the other insurance does not permit
this insurance be primary. If other contribution by equal shares, we will
insurance is also primary, we will contribute by limits. Under this method,each
share with all that other insurance insurer's share is based on the ratio of its
by the method described in c.applicable limit of insurance to the total
below. applicable limits of insurance of all insurers.
b) Primary And Non-Contributory 8. Transfer Of Rights Of Recovery Against
To Other Insurance When Others To Us
Required By Contract a. Transfer Of Rights Of Recovery
If you have agreed in a written If the insured has rights to recover all or
contract, written agreement or part of any payment, including
permit that this insurance is Supplementary Payments, we have made
primary and non-contributory with under this Coverage Part, those rights are
the additional insured's own transferred to us. The insured must do
insurance, this insurance is
nothing after loss to impair them. At our
primary and we will not seek request, the insured will bring "suit" or
contribution from that other transfer those rights to us and help us
insurance. enforce them. This condition does not
Paragraphs (a) and (b) do not apply to apply to Medical Expenses Coverage.
other insurance to which the additional b. Waiver Of Rights Of Recovery (Waiver
insured has been added as an Of Subrogation)
additional insured.
If the insured has waived any rights of
When this insurance is excess, we will recovery against any person or
have no duty under this Coverage Part to organization for all or part of any payment,
defend the insured against any"suit" if any including Supplementary Payments, we
other insurer has a duty to defend the have made under this Coverage Part, we
insured against that "suit". If no other also waive that right, provided the insured
insurer defends, we will undertake to do waived their rights of recovery against
so, but we will be entitled to the insured's such person or organization in a contract,
rights against all those other insurers. agreement or permit that was executed
prior to the injury or damage.
Form SS 00 08 04 05 Page 17 of 24
BUSINESS LIABILITY COVERAGE FORM
F. OPTIONAL ADDITIONAL INSURED 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) s
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 onlytheperson(s)or organization(s)shown in the with respect to liability arising out of theDeclarationsasanAdditionalInsured -ownership, maintenance or use of that partDesignatedPersonOrOrganization;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 - e) Any failure to make such
Permits, but only with respect to inspections, adjustments, tests or
operations performed by you or on your servicing as the vendor has agreed
behalf for which the state or political to make or normally undertakes to
subdivision has issued a permit. make in the usual course of
b. With respect to the insurance afforded to business, in connection with the
these additional insureds, the following distribution or sale of the products;
additional exclusions apply: f) Demonstration, installation,
This insurance does not apply to: servicing or repair operations,
except such operations performed
1) "Bodily injury", "property damage" or
at the vendor's premises in
personal and advertising injury" connection with the sale of the
arising out of operations performed for
product;
the state or municipality;or
g) Products which, after distribution2) "Bodily injury" or "property damage" or sale by you, have been labeledincludedinthe "product-completed
or relabeled or used as a
operations" hazard. container, part or ingredient of any
7. Additional Insured—Vendors other thing or substance by or for
a. WHO IS AN INSURED under Section C.is the vendor;or
amended to include as an additional h) "Bodily injury" or "property
insured the person(s) or organization(s) damage" arising out of the sole
referred to below as vendor)shown in the negligence of the vendor for its
Declarations as an Additional Insured - own acts or omissions or those of
Vendor, but only with respect to "bodily its employees or anyone else
injury" or "property damage" arising out of acting on its behalf. However,this
your products" which are distributed or exclusion does not apply to:
sold in the regular course of the vendor's
business and only if this Coverage Part
i) The exceptions contained in
Subparagraphs(d)or(f); or
provides coverage for "bodily injury" or
property damage" included within the ii) Such inspections,
products-completed operations hazard". adjustments, tests or servicing
as the vendor has agreed to
b. The insurance afforded to the vendor is
make or normally undertakes
subject to the following additional exclusions: to make in the usual course of
1) This insurance does not apply to: business, in connection with
a) "Bodily injury" or "property the distribution or sale of the
damage" for which the vendor is products.
obligated to pay damages by 2) This insurance does not apply to any
reason of the assumption of insured person or organization from
liability in a contract or agreement. whom you have acquired such
This exclusion does not apply to products, or any ingredient, part or
liability for damages that the container, entering into,
vendor would have in the absence accompanying or containing such
of the contract or agreement; products.
b) Any express warranty 8. Additional Insured—Controlling Interest
unauthorized by you; WHO IS AN INSURED under Section C. is
c) Any physical or chemical change amended to include as an additional insured
in the product made intentionally the person(s) or organization(s) shown in the
by the vendor; Declarations as an Additional Insured —
d) Repackaging, unless unpacked Controlling Interest, but only with respect to
solely for the purpose of inspection, their liability arising out of:
demonstration, testing, or the a. Their financial control of you; or
substitution of parts under b. Premises they own, maintain or control
instructions from the manufacturer,while you lease or occupy these premises.
and then repackaged in the original
container;
Form SS 00 08 04 05 Page 19 of 24
BUSINESS LIABILITY COVERAGE FORM
This insurance does not apply to structural The limits of insurance that apply to additional
alterations, new construction and demolition insureds are described in Section D. — Limits Of
operations performed by or for that person or Insurance.
organization. How this insurance applies when other insurance
9. Additional Insured — Owners, Lessees Or is available to an additional insured is described in
Contractors — Scheduled Person Or the Other Insurance Condition in Section E. —
Organization Liability And Medical Expenses General
a. WHO IS AN INSURED under Section C. is Conditions.
amended to include as an additional G. LIABILITY AND MEDICAL EXPENSES
insured the person(s) or organization(s) DEFINITIONS
shown in the Declarations as an Additional
Insured —Owner, Lessees Or Contractors, 1. "Advertisement" means the widespread public
but only with respect to liability for "bodily dissemination of information or images that
injury", "property damage" or "personal has the purpose of inducing the sale of goods,
and advertising injury" caused, in whole or products or services through:
in part, by your acts or omissions or the a. (1) Radio;
acts or omissions of those acting on your 2) Television;
behalf:
3) Billboard;
1) In the performance of your ongoing 4) Magazine;
operations for the additional
insured(s); or
5) Newspaper;
2) In connection with "your work"
b. The Internet, but only that part of a web
performed for that additional insured site that is about goods, products or
and included within the "products-services for the purposes of inducing the
completed operations hazard", but sale of goods, products or services; or
only if this Coverage Part provides c. Any other publication that is given
coverage for "bodily injury" or widespread public distribution.
property damage" included within the However, "advertisement" does not include:
products-completed operations
hazard". a. The design, printed material, information
or images contained in, on or upon the
b. With respect to the insurance afforded to packaging or labeling of any goods or
these additional insureds, this insurance products; or
does not apply to "bodily injury", "property
damage" or "personal an advertising
b. An interactive conversation between or
injury" arising out of the rendering of, or among persons through a computer network.
the failure to render, any professional 2. "Advertising idea" means any idea for an
architectural, engineering or surveying advertisement".
services, including: 3. "Asbestos hazard" means an exposure or
1) The preparing, approving, or failure to threat of exposure to the actual or alleged
prepare or approve, maps, shop properties of asbestos and includes the mere
drawings, opinions, reports, surveys, presence of asbestos in any form.
field orders, change orders, designs or 4. "Auto" means a land motor vehicle, trailer or
drawings and specifications; or semi-trailer designed for travel on public
2) Supervisory, inspection, architectural roads, including any attached machinery or
or engineering activities. equipment. But "auto" does not include
10. Additional Insured — Co-Owner Of Insured mobile equipment".
Premises 5. "Bodily injury" means physical:
WHO IS AN INSURED under Section C. is a. Injury;
amended to include as an additional insured b. Sickness; or
the person(s) or Organization(s) shown in the
Declarations as an Additional Insured — Co-
c. Disease
Owner Of Insured Premises, but only with sustained by a person and, if arising out of the
respect to their liability as co-owner of the above, mental anguish or death at any time.
premises shown in the Declarations. 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
damage"to a third person or organization,8. "Employee" includes a "leased worker".
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, 1) Power cranes, shovels, loaders,
engineer or surveyor for injury or diggers or drills; or
damage arising out of: 2) Road construction or resurfacing
a) Preparing, approving or failing to equipment such as graders, scrapers
prepare or approve maps, shop or rollers;
drawings, opinions, reports, e. Vehicles not described in a., b., c., or d.
surveys, field orders, change above that are not self-propelled and are
orders, designs or drawings and maintained primarily to provide mobility to
specifications; or permanently attached equipment of the
b) Giving directions or instructions,following types:
or failing to give them, if that is the 1) Air compressors, pumps and
primary cause of the injury or generators, including spraying,
damage;or welding,building cleaning,
2) Under which the insured, if an geophysical exploration, lighting and
architect, engineer or surveyor, well servicing equipment; or
assumes liability for an injury or 2) Cherry pickers and similar devices
damage arising out of the insured's used to raise or lower workers;
rendering or failure to render
professional services, including those f. Vehicles not described in a., b., c., or d.
listed in (1) above and supervisory,above maintained primarily for purposes
inspection,architectural or other than the transportation of persons or
engineering activities. cargo.
13. "Leased worker" means a person leased to However, self-propelled vehicles with the
you by a labor leasing firm under an following types of permanently attached
agreement between you and the labor leasing equipment are not "mobile equipment" but
firm,to perform duties related to the conduct of will be considered"autos":
your business. "Leased worker" does not 1) Equipment, of at least 1,000 pounds
include a"temporary worker". gross vehicle weight, designed
14. "Loading or unloading" means the handling of primarily for:
property: a) Snow removal;
a. After it is moved from the place where it is b) Road maintenance, but not
accepted for movement into or onto an construction or resurfacing; or
aircraft, watercraft or"auto c) Street cleaning;
b. While it is in or on an aircraft, watercraft or 2) Cherry pickers and similar devices
auto"; or mounted on automobile or truck
c. While it is being moved from an aircraft, chassis and used to raise or lower
watercraft or"auto" to the place where it is workers; and
finally delivered; 3) Air compressors, pumps and
but "loading or unloading" does not include the generators, including spraying,
movement of property by means of a mechanical welding,building cleaning,
device, other than a hand truck, that is not geophysical exploration, lighting and
attached to the aircraft,watercraft or"auto". well servicing equipment.
15. "Mobile equipment" means any of the following 16. "Occurrence" means an accident, including
types of land vehicles, including any attached continuous or repeated exposure to substantially
machinery or equipment: the same general harmful conditions.
a. Bulldozers, farm machinery, forklifts and 17. "Personal and advertising injury" means injury,
other vehicles designed for use principally including consequential "bodily injury", arising
off public roads; out of one or more of the following offenses:
b. Vehicles maintained for use solely on or a. False arrest, detention or imprisonment;
next to premises you own or rent; b. Malicious prosecution;
c. Vehicles that travel on crawler treads;
d. Vehicles, whether self-propelled or not, on
which are permanently mounted:
Page 22 of 24 Form SS 00 08 04 05
BUSINESS LIABILITY COVERAGE FORM
c. The wrongful eviction from, wrongful entry Work that may need service, maintenance,
into, or invasion of the right of private correction, repair or replacement, but
occupancy of a room, dwelling or which is otherwise complete, will be
premises that the person occupies,treated as completed.
committed by or on behalf of its owner,The "bodily injury" or "property damage"landlord or lessor; must occur away from premises you own
d. Oral, written or electronic publication of or rent, unless your business includes the
material that slanders or libels a person or selling, handling or distribution of "your
organization or disparages a person's or product" for consumption on premises you
organization's goods, products or services;own or rent.
e. Oral, written or electronic publication of b. Does not include "bodily injury" or
material that violates a person's right of property damage"arising out of:
privacy; 1 The transportation of property,
f. Copying, in your "advertisement", a
P P P rty, unless
PY 9.Y the injury or damage arises out of a
person's or organization's "advertising condition in or on a vehicle not owned
idea"or style of"advertisement"; or operated by you, and that condition
g. Infringement of copyright, slogan, or title of was created by the "loading or
any literary or artistic work, in your unloading" of that vehicle by any
advertisement"; or insured; or
h. Discrimination or humiliation that results in 2) The existence of tools, uninstalled
injury to the feelings or reputation of a equipment or abandoned or unused
natural person. materials.
18. "Pollutants" means any solid, liquid, gaseous or 20. "Property damage" means:
thermal irritant or contaminant, including smoke, a. Physical injury to tangible property,
vapor, soot, fumes, acids, alkalis, chemicals and including all resulting loss of use of that
waste. Waste includes materials to be recycled,property. All such loss of use shall be
reconditioned or reclaimed. deemed to occur at the time of the
19. "Products-completed operations hazard"; physical injury that caused it; or
a. Includes all "bodily injury" and "property b. Loss of use of tangible property that is not
damage" occurring away from premises physically injured. All such loss of use
you own or rent and arising out of "your shall be deemed to occur at the time of
product"or"your work"except: occurrence"that caused it.
1) Products that are still in your physical As used in this definition, "electronic data" is
possession; or not tangible property.
2) Work that has not yet been completed 21. "Suit" means a civil proceeding in which
or abandoned. However, "your work" damages because of "bodily injury", "property
will be deemed to be completed at the damage" or "personal and advertising injury"
earliest of the following times: to which this insurance applies are alleged.
a) When all of the work called for in Suit" includes:
your contract has been completed. a. An arbitration proceeding in which such
b) When all of the work to be done at
damages are claimed and to which the
the job site has been completed if insured must submit or does submit with
your contract calls for work at
our consent; or
more than one job site. b. Any other alternative dispute resolution
c) When that part of the work done at proceeding in which such damages are
a job site has been put to its claimed and to which the insured submits
intended use by any person or
with our consent.
organization other than another 22. "Temporary worker" means a person who is
contractor or subcontractor furnished to you to substitute for a permanent
working on the same project. 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
1
BUSINESS LIABILITY COVERAGE FORM
b. Donates his or her work; 2) The providing of or failure to provide
c. Acts at the direction of and within the warnings or instructions.
scope of duties determined by you; and c. Does not include vending machines or
d. Is not paid a fee, salary or other other property rented to or located for the
compensation by you or anyone else for use of others but not sold.
their work performed for you. 25. "Your work":
24. "Your product": a. Means:
a. Means: 1) Work or operations performed by you
1) Any goods or products, other than real or on your behalf; and
property, manufactured,sold, handled, 2) Materials, parts or equipment
distributed or disposed of by: furnished in connection with such work
a) You; or operations.
b) Others trading under your name; b. Includes:
or 1) Warranties or representations made at
c) A person or organization whose any time with respect to the fitness,
business or assets you have quality, durability, performance or use
acquired; and of"your work"; and
2) Containers (other than vehicles), 2) The providing of or failure to provide
materials, parts or equipment warnings or instructions.
furnished in connection with such
goods or products.
b. Includes:
1) Warranties or representations made at
any time with respect to the fitness,
quality, durability, performance or use
of"your product"; and
Page 24 of 24 Form SS 00 08 04 05
6
THIS ENDORSEMENT.CHANGES THE POLICY. PLEASE READ IT CAREFULLY.
WAIVER OF OUR RIGHT TO RECOVER FROM
OTHERS ENDORSEMENT - CALIFORNIA
Policy Number: 57 WEC F01730 Endorsement Number: 01
Effective Date: 01/05/15 Effective' hour is the same as stated on the Information Page of the policy.
Named Insured and Address: INDIGO/HAMMOND & PLAYLE
ARCHITECTS, LLP
909 5TH ST
DAVIS, CA 95616
We have the right to recover our payments from anyone liable for an injury covered by this policy. We will not
enforce our right against the person or organization named in the Schedule. (This agreement applies only to the
extent that you perform work under a written contract that requires you to obtain this agreement from us.)
You must maintain payroll records accurately segregating the remuneration of your employees while engaged in
the work described in the Schedule.
The additional premium for this endorsement shall be 5 % of the California workers' compensation
premium otherwise due on such remuneration.
SCHEDULE
Person or Organization Job Description
ANY PERSON OR ORGANIZATION TBD
FROM WHOM YOU ARE REQUIRED BY
WRITTEN CONTRACT OR AGREEMENT
TO OBTAIN THIS WAIVER OF
RIGHTS FROM US.
Countersigned by
Authorized Representative
Form WC 04 03 06 . (1) Printed in U.S.A.
Process Date: 01/27/15 Policy Expiration Date:, 01/05/ 16
EXHIBIT A TO RESOLUTION
AMENDMENT#4 TO CONSULTING SERVICES AGREEMENT BETWEEN THE CITY OF
DUBLIN AND INDIGO/HAMMOND+ PLAYLE ARCHITECTS, LLP
THIS AMENDMENT shall modify the Agreement dated February 17,2015 for consulting
services by and between the City of Dublin ("City") and Indigo/Hammond+ Playle Architects,
LLP ("Consultant"). The date of Amendment#4 shall be October 17, 2017.
In order to accommodate additional services to be provided in Fiscal Year 2015-2016 the
Agreement shall be modified as follows:
A) Section 1.1 shall be rescinded in its entirety and replace with the following:
Term of Services.The term of this Agreement shall begin on the date first noted above
and shall end on July 30, 2019,the date of completion specified in Exhibit A, and
Consultant shall complete the work described in Exhibit A prior to that date, unless the
term of the Agreement is otherwise terminated or extended, as provided for in Section 8.
The time provided to Consultant to complete the services required by this Agreement
shall not affect the City's right to terminate the Agreement, as provided for in Section 8.
B) The first paragraph of Section 2 shall be rescinded in its entirety and replaced with the
following:
i n COMPENSATION. City hereby agrees to pay Consultant a sum not to
exceed$2,265,625, (Two million Two hundred and Fifty-six thousand and eight hundred
and twenty-five dollars), notwithstanding any contrary indications that may be contained
in Consultant's proposal,for services to be performed and reimbursable costs incurred
under this Agreement. In the event of a conflict between this Agreement and
Consultant's proposal, attached as Exhibit A-4, regarding the amount of compensation,
the Agreement shall prevail. City shall pay Consultant for services rendered pursuant to
this Agreement at the time and in the manner set forth herein. The payments specified
below shall be the only payments from City to Consultant for services rendered pursuant
to this Agreement. Consultant shall submit all invoices to City in the manner specified
herein. Except as specifically authorized by City, Consultant shall not bill City for
duplicate services performed by more than one person.
C) Exhibit A—Scope of Services shall be modified in accordance with the attached EXHBIT
A-1.
CITY O BLIN CONSULTANT
Jpher L. Foss, CI Manager Bruce Playle, Princ al
Amendment#4 To Consultant Services Agreement between October 17,2017
City of Dublin and Indigo/Hammond+Playle Architects, LLP
Exhibit A-1
1
HAMMON0+ PLAYLE
ARCHITECTS , LLP
October 5,2017
Michael N. Boitnott,P.E.
Capital Improvement Program Manager
Public Works Department
City of Dublin
100 Civic Plaza
Dublin,CA 94568
Re: Amendment#4—Redesign,Rebidding,and Additional Construction Administration Services,
Including Bid Alternates,Renovations and Improvement of the Public Safety Complex,Dublin
Boulevard and Clark Avenue
Dear Michael,
This letter describes certain changes in service,and is an amendment to the existing agreement with an
effective date of February 17,2015 to implement the changes.All other terms and conditions of the
original existing agreement remain in full force and effect.
Background:
Previously,plans and specifications were prepared for the City of Dublin for Police Services in the Public
Safety Complex.These plans dated January 31,2017,progressed through 3 review cycles with the City of
Dublin Building Department and its plan review consultant 4-Leaf. All comments were successfully
responded to and the responses accepted as of Addendum 2, dated March 15, 2017. Bids were taken from
3 prequalified bidders on March 23`'. However due to rapid and unanticipated escalation in the
construction marketplace,and because the bid pool was limited to only 3 bidders,the lowest bid was 42%
above estimate and budget, and subsequently all bids were rejected by the City Council.
A value engineering(VE)and scope reduction process ensued immediately post-bid. The process
involved Indigo Architects, Swinerton CM, and City of Dublin staff including Police Services. Meetings
were held in Dublin beginning June 8,2017 to review and modify the list of value engineering items
prepared by Indigo and its engineers,as well as to review the plans prepared by Indigo. Swinerton CM,
with a few modifications,validated the list of value engineering revisions and it was approved for
implementation by the City. It was also decided to open bid the project to enhance competitive bidding and
to revise bid alternates to a new list of 4,all as shown on the attached Scope Change Table, dated
September 7,2017.
One of the more significant cost-saving changes was Public Safety Complex,Building 2. Previously,this
existing high-bay steel and concrete industrial building was to be structurally rehabilitated to bring it to
essential services building standards and outfitted with a new 2-story building insertion.The value-
engineered plan instead demolishes the existing building and essentially builds in its place a newly
designed,smaller 1-story building,purpose-built to essential services building standards. Other changes
included significant plan revisions requested by the Police Services Division which Indigo and its
engineers were able to successfully incorporate during the value engineering process.
INDIGO I Hammond+Playle Architects,LLP 1 909 Fifth Street I Davis,CA 95616 I t 530.750.0756 I w indigoarch.com
Exhibit A-1
Michael N. Boitnott,P.E.
October 5,2017
Page 2
Meanwhile,estimates of the cost for making the necessary changes to plans, specifications and
calculations and resubmitting for plan check were prepared. A detailed estimate was provided on May 16,
2017, showing the total architecture and engineering cost to be$389,915. The design fee assumptions in
the value engineering calculations, however,had relied on a much lower figure of$272,900,resulting in
higher projected savings to the City. In order to preserve these savings, Indigo agreed to use the lower fee
amount of$272,900 figure in its proposal dated May 26, 2017.
This amount nonetheless exceeded the authorized total contract amount,thus a contract amendment
requiring a month or more for the City to process would be required. In that period of time, ongoing
construction cost escalation would have further eroded cost-savings from value engineering. For this
reason,an interim authorization of$60,000 from unused construction support funds was provided by the
City on June 13, 2017,which enabled work to proceed. This interim authorization was based on a quote
for 3 weeks of architectural effort excluding engineering, and left$127,847 remaining on the original
contract.
Another reason for the interim authorization approach was to allow a better estimate of total costs once the
90%plans were complete and submitted. These 90%documents, dated September 17, 2107,were
submitted to the City for plan review effective last Friday,and were prepared at an architecture and
engineering cost of$226,500. When combined with an estimated$27,000 cost of final plan check 90%to
100%(see item below),the total cost of the revision work to the City is$253,500.
Also included in this amendment is the addition of bid alternates upsizing of the onsite emergency power
generator and fuel supply to serve the entire building as opposed to only the Police Services portions,and
for photovoltaics during the design phase and which was not included in the original agreement or its
various amendments to-date.
Work Contributed Gratis:
Indigo took immediate and effective cost control measures,and has expedited the work, in order to protect
the City from further effects of escalation, all while maintaining project quality. We,too,have been stung
by the unprecedented cost increases in the marketplace and in consideration of the City's budget are
providing elements of our service on a gratis basis. Our gratis contributions amount to$107,500 as
follows:
VALUE ENGINEERING&REDESIGN-$46,500. Indigo took an early lead in extensively revising
the floor plans and preparing a comprehensive list of value engineering items, subsequently validated
by Swinerton CM.We attended meetings and numerous phone calls and interaction with City and
Police Services staff to arrive at the revised design. Gratis contribution shown is for almost 3 months
of services from March 23,2017 bid date through June 13, 2017 date of interim authorization. Status:
Completed.
FINAL PLAN CHECK, 90%TO 100%-$30,000. There is still considerable work left to do,
including addressing all plan review comments,bringing the plans,specifications and estimate to
100%,ready for bidding.Estimated at$57,000, Indigo agrees to discount this work and will complete
it for$27,000,a gratis contribution of$30,000. Status: Pending.
BIDDING DOCUMENT CHANGES -$5,500. Indigo will assist City in revising the bidding
documents including the Instructions to Bidders,Bid Form,Agreement, General Conditions,
Supplementary Conditions,and Division 1 —General Requirements to change to an open-bid process,
but with minimum qualification requirements.This is a gratis contribution of$5,500. Status: Pending.
INDIGO 1 Hammond+Playle Architects,LLP 1 909 Fifth Street 1 Davis,CA 95616 1 t 530.750.0756 w indigoarch.com
Exhibit A-1
Michael N.Boitnott,P.E.
October 5, 2017
Page 3
REBIDDING-$25,500. Indigo and its subconsultants agree to provide rebid services on a gratis
basis. Gratis contribution covers services from bid advertisement through bid day, includes attending
pre-bid conference meeting and tour of site and buildings in Dublin, answering bidder questions,
preparation of addenda, and evaluation of bids. Status: Pending.
Description of Scope of Services change:
REVISE WORKING DRAWINGS & SPECIFICATIONS. Make the changes shown on working
drawing sheets AS001,A-101.1,A-101.2,A-201 revision clouds dated 4/11/17, and Bid Phase Value
Engineering table dated 5/11/17. The changes shown on those drawing sheets are representative, other
drawings and specifications sheets will be revised as required by the changes. All disciplines are
involved, including architectural, civil, landscape,structural, electrical,mechanical,plumbing and
LEED consultant. Required changes to calculations are included as are revision to the 4 alternates.A
kick-off meeting will be held where the additional VE and constructability comments of an outside
construction manager(separate contract by City)will be discussed and City will direct for
implementation. This implementation is included to the extent it does not involve extensive further
revisions and can be performed concurrently with the changes shown on the attachments. One
additional meeting to the kick-off is included for a total of two meetings.The plans will be advanced
directly to 90%complete and submitted for final plancheck.
FINAL PLANCHECK(provided on a partial gratis basis).Assist in taking revised plans, specs and
calculations through final plan review for approved plans prior to bidding. Plan comments will be
responded to and corrected plans will be submitted via e-mail,no additional meetings are anticipated
or included.
RE-BIDDING(provided gratis). Assist in answering bidder questions,assist in preparation of
addenda,etc. as described in basic scope of agreement. The project will be open bid with no
prequalification round.This is an increase in the time-and-materials amount for rebidding only and
does not include added construction administration,meetings or management time which may be
needed during construction.
ADD CONSTRUCTION ADMINISTRATION SERVICES. Following are the changes to our
existing agreement Exhibit A—Scope of Work requested by the City which expands base scope
construction administration services. Strikeout is removed text, bold is added.
C. BIDDING& CONSTRUCTION
1. Attend the Pre-Bid Meeting(2 meetings).
2. Review and respond to Bidder questions(includes 12).
3. Prepare Addenda content for issuance by City(includes 2).
4. Assist City with its Bid Evaluation process.
5. Attend Pre-Construction Meeting(1 meeting).
6. Review and respond to Contractor submittals(includes 45 170).
7. Review and respond to Contactor RFI's(includes 58 200).
8. Review and respond to Contactor PCO's(includes 10).
9. Issue Architectural Supplemental Instructions ASI(includes 4-20).
10. Issue Proposal Requests(includes 2).
INDIGO Hammond+Playle Architects,LLP 909 Fifth Street I Davis.CA 95616 I t 530.750.0756 I w indigoarch.com
Exhibit A-1
Michael N.Boitnott,P.E.
October 5,2017
Page 4
11. Maintain Submittal, RFI,ASI and CCO logs.
12. Attend construction project progress meetings(includes 20 60 meetings, once per week for an
estimated 5 14 month construction duration plus 1 month of post-construction meetings).
13. Conduct periodic site observations, issue field reports(included in above). Consistent with the
requirements for California Essential Services Buildings,reports will be quarterly DSA-06
cross-coordinated among design team, IOR and contractor and filed with the City of Dublin
Building Official in his/her capacity as Agency Having Jurisdiction.
14. Conduct preliminary observation and issue Punch List(1 meeting).
15. Punch List pick-up verification will be by City,Architect to assist in who will also prepare
preparation of Notice of Substantial Completion.
16. Declare project 100%complete. Issuance of Notice of Final Completion(filing will be by City of
Dublin).
17. Assist in final close-out procedures,review record documents submitted by contractor,prepare
CAD"Record Drawings"and deliver to City of Dublin for safekeeping.
18. Above construction administration scope assumes City Project Manager will be onsite handling
day-to-day affairs of construction. Coordination time to support City's Project Manager on a
daily basis is provided(adds 2 hrs./wk.for 60 weeks).
Deliverables for Bidding&Construction:
Attend Pre-bid conference and site walk.
Assist in answering bidders' questions and issuing addenda.
Assist in City's bid evaluation and determination of lowest responsible bidder.
Monthly Construction Meetings minutes.
Construction visit notes and photographic record.
Responses to RFI's and CCO requests.
Submittal,RFI and CCO logs.
Final inspection report and punch list.
CAD record drawings,mylars if required would be an additional reimbursable expense.
Changes to Agreement:
Section 2.,Compensation:Reflective of the increased scope of work to add Redesign,Rebidding,and
Additional Construction Administration Services, change total compensation amount from$1,608,800 to
2,265,625.
Changes to Exhibit A—Scope of Work:
Change the services already included in the basic scope as described above for the Public Safety Center
PSC)at Dublin Boulevard and Clark Avenue.
Changes to Exhibit A—Project Schedule:
A new project schedule has been prepared which estimates services will be required until June 30,2019,
and is the basis for the term of services extension to this date.
Changes to Exhibit A—Compensation Schedule:
The prior authorized fixed-fee amount of$1,608,800 is thereby increased$656,825.by this amendment
resulting in an adjusted total fee of$2,265,625. in accordance with the contract cost summary and revised
payment schedule below. Standard Rates to be used are changed in accordance with attached revised
Standard Rates schedule.All other terms and conditions of the original agreement remain in full force and
effect.
INDIGO I Hammond+Playle Architects,LLP 1 909 Fifth Street I Davis,CA 95616 I t 530.750.0756 ( w indigoarch.com
Exhibit A-1
Michael N. Boitnott,P.E.
October 5,2017
Page 5
Contract summary to-date:
Original contract-Basic services 227,600.
Amendment 1 –Renovate Public Safety Center for Police Services 653,500.
Amendment 2–Study to increase project scope by$5 million 25,000.
Amendment 3 –Implementation of$5 million scope increase 702,700.
Amendment 4–Redesign,Rebidding and Additional CA Services,Incl.Bid Alts. $656,825.
Adjusted contract amount 2,265,625.
Change this
Scope of Services Prior Fee Amount
amendment
Adjusted Fee
Fee Summary
A. Preliminary Design(fixed-fee) 390,200 0 390,200
B. Final Design(fixed-fee) 1,023,600 269,525 $1,293,125
C. Bidding&Construction(t&m allowance) 170,000 387,300 557,300
Amendment 1,dated 1/22/16(incl.in nos.above)0 0 0
Amendment 2,dated 3/22/16 25,000 0 25,000
Amendment 3,dated 4/22/16(incl.in nos.above) 0 0 0
Amendment 4,dated 10/5/17(incl.in nos.above)0 0 0
Total Adjusted Fee 1,608,800 656,825 $2,265,625
g-"e4-e—
Manager,City of ublinss, City ty
Bruce Playle,Architect,AIA date signed:
Licensed Architect C 15459
INDIGO/Hammond&Playle Architects,LLP
4
Gary Huisingh,Director,Public Works Department
City of Dublin
l`I Jldatesigned:
INDIGO I Hammond+Playle Architects.LLP 1 909 Fifth Street I Davis,CA 95616 I t 530.750.0756 ( w indigoarch.com