HomeMy WebLinkAbout4.3 - 3027 Amendment to Kittelson & Associates Agreeme
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STAFF REPORT
CITY COUNCIL
DATE: January 14, 2020
TO: Honorable Mayor and City Councilmembers
FROM:
Linda Smith, City Manager
SUBJECT:
Amendment to the Agreement with Kittelson & Associates
Prepared by: Sai Midididdi, Associate Civil Engineer (Traffic)
EXECUTIVE SUMMARY:
The City Council will consider amending the Kittelson & Associates agreement for on-
call engineering services to increase the not-to-exceed compensation amount.
STAFF RECOMMENDATION:
Adopt the Resolution Approving an Amendment to the Agreement with Kittelson &
Associates.
FINANCIAL IMPACT:
The proposed amendment to the consulting services agreement with Kittelson &
Associates will increase the not-to-exceed amount from $500,000 to $1,000,000, which
is an increase of $500,000 over the remaining term of the contract. The term of the
agreement is July 1, 2018 to June 30, 2021. The additional costs will be funded via
monies deposited in developer deposit accounts or as budget is available in various
Capital Improvement Program projects, including the Citywide Bicycle and Pedestrian
Improvements (ST0517) and Citywide Signal Communication Upgrade (ST0713);
therefore, no budget change is necessary.
DESCRIPTION:
On June 19, 2018, the City Council adopted Resolution 64-18 (Attachment 3) approving
a consulting services agreement with Kittelson & Associates for on-call engineering
services. Subsequently, Kittelson & Associates have been tasked to complete various
engineering services including an update to the Bicycle and Pedestrian Master Plan.
Additionally, Kittelson & Associates will assist Staff in developing an update to the
citywide travel demand model and developing an analysis methodology to meet the
California Environmental Quality Act (CEQA) requirements that resulted from the
passing of Senate Bill 743 (SB 743). CEQA Guidelines were changed to implement SB
743 and now require the use of Vehicle Miles Traveled (VMT) per capita, VMT per
employee, and net VMT as new metrics for transportation analysis. July 1, 2020 is the
statewide implementation date for the VMT requirements.
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To facilitate the execution of the task orders issued against the original agreement, Staff
recommends increasing the total not-to-exceed compensation amount from $500,000 to
$1,000,000.
STRATEGIC PLAN INITIATIVE:
N/A
NOTICING REQUIREMENTS/PUBLIC OUTREACH:
None.
ATTACHMENTS:
1. Resolution Approving an Amendment to the Agreement with Kittelson & Associates
2. Exhibit A to the Resolution
3. Resolution 64 -18 On-Call Consulting Services Agreements for Engineering Services
4. Original Agreement - Kittelson & Associates
RESOLUTION NO. _____ - 20
A RESOLUTION OF THE CITY COUNCIL
OF THE CITY OF DUBLIN
* * * * * * * * *
APPROVING AN AMENDMENT TO THE AGREEMENT WITH KITTELSON & ASSOCIATES.
WHEREAS, in previous year, Staff prepared and initiated a Request for Qualifications (RFQ) for
on-call engineering services; and
WHEREAS, Kittelson & Associates was selected as one of the most qualified firms to provide
certain engineering services on an as-needed basis among other firms; and
WHEREAS, on June 19, 2018, the City Council adopted Resolution 64-18 and entered into On-
Call Consulting Services Agreement (AGREEMENT) with Kittelson & Associates (CONSULTANT); and
WHEREAS, the current not-to-exceed amount of $500,000 in the AGREEMENT needs to be
increased to allow for the completion of work as requested by Task Order, issued against this Agreement;
and
WHEREAS, the City and CONSULTANT now desire to increase the not-to-exceed amount to
$1,000,000; and
NOW, THEREFORE, BE IT RESOLVED that the City Council of the City of Dublin does hereby
approve the First Amendment to the AGREEMENT with CONSULTANT attached hereto as Exhibit A.
BE IT FURTHER RESOLVED that the City Council of the City of Dublin hereby authorizes the City
Manager to execute the First Amendment to the AGREEMENT with CONSULTANT.
PASSED, APPROVED AND ADOPTED this 14th day of January 2020, by the following vote:
AYES:
NOES:
ABSENT:
ABSTAIN:
________________________________________
Mayor
ATTEST:
__________________________________
City Clerk
EXHIBIT A
AMENDMENT #1 TO CONSULTING SERVICES AGREEMENT BETWEEN
THE CITY OF DUBLIN AND KITTELSON & ASSOCIATES FOR ON-CALL
ENGINEERING SERVICES
WHEREAS, on June 19, 2018, the CITY of Dublin (hereinafter referred to as
"CITY") and Kittelson & Associates (hereinafter referred to as "CONSULTANT") entered
into an On-Call Consulting Services Agreement for Engineering Services (hereinafter
referred to as the “AGREEMENT”); and
WHEREAS, the existing AGREEMENT has a not to exceed amount of $500,000;
and
WHEREAS, the CITY and CONSULTANT now wish to amend the agreement to
modify sections 2.0, 7.5, and 9.11 of the Agreement; and
NOW THEREFORE, for good and valuable consideration, the sufficiency of which
is hereby acknowledged, the AGREEMENT is amended as follows:
1) Section 2 shall be rescinded in its entirety and replaced with the following:
COMPENSATION. CITY hereby agrees to pay CONSULTANT a sum not to
exceed (ONE MILLION DOLLARS) $1,000,000, notwithstanding any contrary
indications that may be contained in CONSULTANT’s proposal, for services to be
performed 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 the
CITY to CONSULTANT for services rendered pursuant to this agreement.
CONSULTANT shall submit all invoices to the 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.
CONSULTANT and CITY acknowledge and agree that compensation paid by CITY
to CONSULTANT under this Agreement is based upon CONSULTANT’s 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) Section 7.5 shall be rescinded in its entirety and replaced with the following:
Nondiscrimination and Equal Opportunity. CONSULTANT shall not discriminate,
on the basis of a person’s race, sex, gender, religion (including religious dress and
grooming practices), national origin, ancestry, physical or mental disability,
medical condition (including cancer and genetic characteristics), marital status,
age, sexual orientation, color, creed, pregnancy, genetic information, gender
identity or expression, political affiliation or belief, military/veteran status, or any
other classification protected by applicable local, state, or federal laws (each a
“Protected Characteristic”), 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 include the provisions of this Subsection in any subcontract
approved by the CONSULTANT Administrator or this Agreement.
3) Section 9.11 Integration shall be rescinded in its entirety and replaced with the
following:
9.11 Integration. This Agreement, including Exhibits A and B, represents the
entire and integrated agreement between CITY and CONSULTANT and
supersedes all prior negotiations, representations, or Not to Exceed agreements,
either written or oral.
4) Except to the extent inconsistent with this First Amendment, the Parties ratify and
confirm all of the terms and conditions of the AGREEMENT.
5) The individuals executing this Amendment and the instruments referenced in it
on behalf of CONSULTANT each represent and warrant that they have the legal
power, right and actual authority to bind CONSULTANT to the terms and
conditions of this Amendment.
SIGNATURES ON FOLLOWING PAGE
IN WITNESS WHEREOF, the parties hereto have caused this First Amendment to be
executed as of the date and year first above written.
CITY OF DUBLIN
Dated: ___________ __ By: __________________________
Linda Smith, City Manager
ATTEST:
By:
Caroline Soto, City Clerk
NAME OF CONSULTANT
Dated: By: _____________________________
Lawrence Lewis, Principal Planner
RESOLUTION NO. 64— 18
A RESOLUTION OF THE CITY COUNCIL
OF THE CITY OF DUBLIN
APPROVING ON-CALL CONSULTING SERVICES AGREEMENTS
FOR ENGINEERING SERVICES
WHEREAS, Staff prepared and initiated a Request for Qualifications (RFQ) for On-Call
Engineering Services; and
WHEREAS, Staff reviewed and selected the most qualified firms to provide services; and
WHERAS, the City wishes to enter into agreements with Advanced Mobility Group, Bellecci &
Associates, CHS, CSG, Fehr & Peers, Guida, Harris & Associates, Interwest, Iteris, Kier & Wright,
Kimley-Horn, Kittelson, Novani, GHD, Pakpour Consulting Group, SNG, Wood Rodgers, and Zumwalt
for a term beginning July 1, 2018 through June 30, 2021; and
WHEREAS, the City also wishes to approve entering into contracts at a later date, for any of
the following approved firms which were also reviewed as part of the solicitation process and who
were deemed qualified: DKS, Hexagon Transportation Consultants, Inc., Mark Thomas, Michael
Baker, Parisi, Psomas, TJKM, and WMH.
NOW, THEREFORE, BE IT RESOLVED that the City Council of the City of Dublin does
hereby approve the On-Call Consulting Services Agreements with Advanced Mobility Group, Bellecci
Associates, CHS, CSG, Fehr & Peers, Guida, Harris & Associates, Interwest, Iteris, Kier & Wright,
Kimley-Horn, Kittelson, Novani, GHD, Pakpour Consulting Group, SNG, Wood Rodgers, and Zumwalt
as attached hereto as Exhibit A, Exhibit B, Exhibit C, Exhibit D, Exhibit E, Exhibit F, Exhibit G,
Exhibit H, Exhibit I, Exhibit J, Exhibit K, Exhibit L, Exhibit M, Exhibit N, Exhibit 0, Exhibit P,
Exhibit Q, and Exhibit R to this Resolution.
BE IT FURTHER RESOLVED that the City Manager is authorized to execute the Agreements,
attached hereto, and make any necessary, non-substantive changes to carry out the intent of this
Resolution.
PASSED, APPROVED AND ADOPTED this 19th day of June 2018, by the following vote:
AYES: Councilmembers Goel, Gupta, Hernandez, Thalblum and Mayor Haubert
NOES:
ABSENT:
ABSTAIN:
JI
ATTEST: M.yor
City Clerk
Reso No. 64-18, Adopted 6/19/2018, Item No. 4.2 Page 1 of 1
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CONSULTING SERVICES AGREEMENT BETWEEN
THE CITY OF DUBLIN AND
KITTELSON & ASSOCIATES, INC.
FOR
ON -CALL ENGINEERING SERVICES
THIS AGREEMENT for consulting services is made by and between the City of Dublin ( "City ") and
Kittelson & Associates, Inc. ( "Consultant ") (together sometimes referred to as the "Parties ") as of July 1,
2018 (the "Effective Date ").
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 by the respective executed Task Orders. 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 Effective Date and shall
end on June 30, 2021, the date of completion specified in Exhibit A, and Consultant shall
complete the work described in Exhibit A on or before 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 referenced in Section 8. Notwithstanding
the foregoing this Agreement may be extended on a month to month basis for up to 6
months upon the written consent of the Consultant and the City Manager, provided that: a)
sufficient funds have been appropriated for such purchase, b) the price charged by the
Consultant for the provision of the serves described in Exhibit A does not increase. None
of the foregoing shall affect the City's right to terminate the Agreement as provided for in
Section 8.
1.2 Task Order. Prior to execution of a Task Order, the City shall request a Task Order Scope
Proposal from the Consultant. Consultant shall provide the City with a Task Order Scope
Proposal, and if satisfactory, the City and Consultant shall execute a Task Order. Upon an
executed Task Order, Consultant shall perform the services listed in the Task Order and in
a manner consistent with this Agreement.
1.3 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.
1.4 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.
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1.5 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 Subsection 1.3 above and to satisfy Consultant's obligations hereunder.
1.6 Public Works Requirements. Because the services described in Exhibit A may
constitute public works within the definition of Section 1720(a)(1) of the California Labor
Code, the Consultant is required to comply with the provisions of the California Labor Code
applicable to public works, to the extent set forth in Exhibit E.
1.7 Public Works Contractor Registration. Consultant agrees, in accordance with Section
1771.1 of the California Labor Code, that Consultant or any subconsultant shall not be
qualified to bid on, be listed in a bid proposal, subject to the requirements of Section 4104
of the Public Contract Code, or engage in the performance of any contract for public work,
as defined in Chapter 1 of Part 7 of Division 2 of the California Labor Code, unless
currently registered and qualified to perform public work pursuant to California Labor Code
section 1725.5. It is not a violation of this section for an unregistered contractor to submit a
bid that is authorized by Section 7029.1 of the Business and Professions Code or by
Section 10164 or 20103.5 of the Public Contract Code, provided the contractor is
registered to perform public work pursuant to Section 1725.5 at the time the contract is
awarded. No contractor or subcontractor may be awarded a contract for public work on a
public works project unless registered with the Department of Industrial Relations pursuant
to California Labor Code section 1725.5. Consultant agrees, in accordance with Section
1771.4 of the California Labor Code, that if the work under this Agreement qualifies as
public work, it is subject to compliance monitoring and enforcement by the Department of
Industrial Relations.
Section 2. COMPENSATION. This Agreement does not guarantee any amount of work for the
Consultant. Task Orders will be developed and executed as needed and provided for in this Agreement.
The Consultant shall be paid by the City only for completed services rendered under each approved
individual Task Order. Such payment shall be full compensation for payment shall be full compensation for
work performed or services rendered and for all labor, materials, supplies, equipment and incidentals
necessary to complete the work stated in the Task Order. Notwithstanding the foregoing, Consultant shall
not receive total compensation under this Agreement in an amount exceeding Five Hundred Thousand
Dollars ($500,000). In the event of a conflict between this Agreement and Consultant's proposal, regarding
the amount of compensation, the Agreement shall prevail. The payments for completed work under an
executed Task Order 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 in writing, Consultant shall not bill City for duplicate services performed by
more than one person.
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. No individual performing work under this Agreement shall
bill.more than 2,000 hours in a fiscal year unless approved, in writing, by the City Manager
or his /her designee. Invoices shall contain the following information:
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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;
A copy of the applicable time entries or time sheets shall be submitted showing the
following:
Daily logs of total hours worked by each individual performing work under
this Agreement
Hours must be logged in increments of tenths of an hour or quarter hour
If this Agreement covers multiple projects, all hours must also be logged
by project assignment
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;
The Consultant's signature;
Consultant shall give separate notice to the City when the total number of hours
worked by Consultant and any individual employee, agent, or subcontractor of
Consultant reaches or exceeds 800 hours within a 12 -month period under this
Agreement and any other agreement between Consultant and City. Such notice shall
include an estimate of the time necessary to complete work described in Exhibit A and
the estimate of time necessary to complete work under any other agreement between
Consultant and City, if applicable.
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 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.
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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.
2.5 Hourly Fees. Fees for work performed by Consultant on an hourly basis shall not exceed
the amounts shown on the compensation schedule attached hereto as Exhibit B.
2.6 Reimbursable Expenses. Reimbursable expenses are specified in Exhibit B. Expenses
not listed in Exhibit B are not chargeable to City. 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 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 fully executing this Agreement, Consultant, at its
own cost and expense, unless otherwise specified below, shall procure the types and amounts of insurance
listed below 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. Consistent with the following provisions, 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, and that such insurance is in effect prior to beginning work.
Consultant shall maintain the insurance policies required by this section throughout the term of this
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Agreement. The cost of such insurance shall be included in the Consultant's bid or proposal. 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 to City that such insurance is in
effect. VERIFICATION OF THE REQUIRED INSURANCE SHALL BE SUBMITTED AND MADE PART OF
THIS AGREEMENT PRIOR TO EXECUTION. Consultant shall maintain all required insurance listed
herein for the duration of this Agreement.
4.1 Workers' Compensation.
4.1.1 General Requirements. 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 $1,000,000 per accident. In the alternative,
Consultant may rely on a self- insurance program to meet these 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 California Labor Code shall be solely in the discretion of the
Contract Administrator.
The Workers' Compensation policy shall be endorsed with a waiver of subrogation
in favor of the entity for all work performed by the Consultant, its employees,
agents, and subcontractors.
4.1.2 Submittal Requirements. To comply with Subsection 4.1, Consultant shall
submit the following:
Certificate of Liability Insurance in the amounts specified in the section;
and
b. Waiver of Subrogation Endorsement as required by the section.
4.2 Commercial General and Automobile Liability Insurance.
4.2.1 General Requirements. Consultant, at its own cost and expense, shall maintain
commercial general liability insurance for the term of this Agreement in an amount
not less than $1,000,000 and automobile liability insurance for the term of this
Agreement in an amount not less than $1,000,000 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
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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 occurrence form
CG 0001 (most recent edition) covering comprehensive General Liability on an
occurrence" basis. Automobile coverage shall be at least as broad as Insurance
Services Office Automobile Liability form CA 0001, Code 1 (any auto). No
endorsement shall be attached limiting the coverage.
4.2.3 Additional Requirements. Each of the following shall be included in the
insurance coverage or added as a certified endorsement to the policy:
a. The Insurance shall cover on an occurrence or an accident basis, and not
on a claims -made basis.
b. City, its officers, officials, employees, and volunteers are to be covered as
additional insureds as respects: liability arising out of work or operations
performed by or on behalf of the Consultant; or automobiles owned,
leased, hired, or borrowed by the Consultant.
C. Consultant hereby agrees to waive subrogation which any insurer or
contractor may require from vendor by virtue of the payment of any loss.
Consultant agrees to obtain any endorsements that may be necessary to
effect this waiver of subrogation.
d. For any claims related to this Agreement or the work hereunder, the
Consultant's insurance coverage shall be primary insurance as respects
the City, its officers, officials, employees, and volunteers. Any insurance
or self- insurance maintained by the City, its officers, officials, employees,
or volunteers shall be excess of the Consultant's insurance and shall not
contribute with it.
4.2.4 Submittal Requirements. To comply with Subsection 4.2, Consultant shall
submit the following:
Certificate of Liability Insurance in the amounts specified in the section;
b. Additional Insured Endorsement as required by the section;
C. Waiver of Subrogation Endorsement as required by the section; and
d. Primary Insurance Endorsement as required by the section.
4.3 Professional Liability Insurance.
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4.3.1 General Requirements. 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 $1,000,000 covering the licensed professionals' errors and
omissions. Any deductible or self- insured retention shall not exceed $150,000 per
claim.
4.3.2 Claims -Made Limitations. The following provisions shall apply if the professional
liability coverage is 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.
Insurance must be maintained and evidence of insurance must be
provided for at least 5 years after completion of the Agreement or the
work, so long as commercially available at reasonable rates.
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 shall purchase an extended period coverage
for a minimum of 5 years after completion of work under this Agreement.
d. A copy of the claim reporting requirements must be submitted to the City
for review prior to the commencement of any work under this Agreement.
4.3.3 Additional Requirements. A certified endorsement to include contractual liability
shall be included in the policy.
4.3.4 Submittal Requirements. To comply with Subsection 4.3, Consultant shall
submit the Certificate of Liability Insurance in the amounts specified in the section.
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 ANIL
4.4.2 Verification of Coverage. Prior to beginning any work under this Agreement,
Consultant shall furnish City with complete copies of all Certificates of Liability
Insurance delivered to Consultant by the insurer, including complete copies of all
endorsements attached to the policies. All copies of Certificates of Liability
Insurance and certified endorsements shall show the signature of a person
authorized by that insurer to bind coverage on its behalf. If the City does not
receive the required insurance documents prior to the Consultant beginning work,
it shall not waive the Consultant's obligation to provide them. The City reserves
the right to require complete copies of all required insurance policies at any time.
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4.4.3 Deductibles and Self- Insured Retentions. Consultant shall disclose to and
obtain the written approval of City for the self- insured retentions and deductibles
before beginning any of the services or work called for by any term of this
Agreement. At the option of the City, either: the insurer shall reduce or eliminate
such deductibles or self- insured retentions as respects the City, its officers,
employees, and volunteers; or the Consultant shall provide a financial guarantee
satisfactory to the City guaranteeing payment of losses and related investigations,
claim administration and defense expenses.
4.4.4 Wasting Policies. With the exception of the Professional Liability Insurance
under Section 4.3, no policy required by this Section 4 shall include a "wasting"
policy limit (i.e. limit that is eroded by the cost of defense).
4.4.5 Endorsement Requirements. Each insurance policy required by Section 4 shall
be endorsed to state that coverage shall not be canceled by either party, except
after 30 days' prior written notice has been provided to the City.
4.4.6 Subcontractors. Consultant shall include all subcontractors as insureds under its
policies or shall furnish separate certificates and certified endorsements for each
subcontractor. All coverages for subcontractors shall be subject to all of the
requirements stated herein.
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. Refer to the attached
Exhibit C, which is incorporated herein and made a part of this Agreement.
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
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pursuant to this Agreement and assignment of personnel pursuant to Subsection 1.4;
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 Not an 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 and regulations applicable to the performance of the work hereunder, including but
not limited to, the California Building Code, the Americans with Disabilities Act, and any
copyright, patent or trademark law. Consultant's failure to comply with any law(s) or
regulation(s) applicable to the performance of the work hereunder shall constitute a breach
of contract.
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
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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 Agreement upon 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 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.
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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 are not 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 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 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 Subsection 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 $10,000.00, the Agreement shall be subject to
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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 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 of Alameda or in the United States District Court for
the Northern District of California.
10.3 Severabili . 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.
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 Section 1090 et seq.
Consultant hereby warrants that it is not now, nor has it been in the previous 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 12 months, Consultant warrants that
it did not participate in any manner in the forming of this Agreement. Consultant
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understands that, if this Agreement is made in violation of California Government Code
Section 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 California Government Code
Section 1090 et seq., and, if applicable, will be disqualified from holding public office in the
State of California.
At City's sole discretion, Consultant may be required to file with the City a Form 700 to
identify and document Consultant's economic interests, as defined and regulated by the
California Fair Political Practices Commission. If Consultant is required to file a Form 700,
Consultant is hereby advised to contact the Dublin City Clerk for the Form 700 and
directions on how to prepare it.
As part of the Request for Qualifications process associated with this Agreement,
Consultant was required to provide a list of any potential conflicts of interest in working for
the City of Dublin. This must include, but is not limited to, a list of Consultants clients who
are the following: Private clients located or operating within the City of Dublin limits, Dublin
San Ramon Service District, US Army Camp Parks and /or the County of Alameda, and a
brief description of work for these clients. A copy of the list is attached hereto as Exhibit D
and incorporated by this reference.
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's Contracts
Manager, in the City Manager's Office ( "Contract Administrator "). All correspondence shall
be directed to or through the Contract Administrator, or their designee.
10.10 Notices. Any written notice to Consultant shall be sent to:
Kittelson & Associates
Lawrence Lewis, Principal Planner
155 Grand Avenue, Suite 900
Oakland, CA 94612
Any written notice to City shall be sent to:
City of Dublin
Attn: Gary Huisingh, Public Works Director
100 Pringle Avenue, Suite 600
Walnut Creek, CA 94596
10.11 Integration. This Agreement, including the scope of work attached hereto and
incorporated herein as Exhibits A, B. C, D & E represents the entire and integrated
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agreement between City and Consultant and supersedes all prior negotiations,
representations, or agreements, either written or oral.
Exhibit A Scope of Services
Exhibit B Compensation Schedule & Reimbursable Expenses
Exhibit C Indemnification
Exhibit D Conflict of Interest List
Exhibit E California Labor Code Section 1720 Information
10.12 Counterparts. This Agreement may be executed in multiple counterparts, each of which
shall be an original and all of which together shall constitute one agreement.
10.13 Certification per Iran Contracting Act of 2010. In the event that this contract is for
one million dollars ($1,000,000.00) or more, by Consultant's signature below Consultant
certifies that Consultant, and any parent entities, subsidiaries, successors or subunits of
Consultant are not identified on a list created pursuant to subdivision (b) of Section 2203 of
the California Public Contract Code as a person engaging in investment activities in Iran as
described in subdivision (a) of Section 2202.5, or as a person described in subdivision (b)
of Section 2202.5 of the California Public Contract Code, as applicable.
SIGNATURES ON FOLLOWING PAGE]
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The Parties have executed this Agreement as of the Effective Date. The persons whose signatures appear
below certify that they are authorized to sign on behalf of the respective Party.
CITY OF DUBLIN
Attest:
V , t). 2
Caroline Soto, City Clerk
Approved as to Form:
Ci ttorney
KITTELSON & ASSOCIATES, INC.
atdIAAa-
Lawre Lewis, Principal Planner
Consultant's DIR Registration Number
if applicable)
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EXHIBIT A
SCOPE OF SERVICES
Consultant shall provide professional engineering services to City under issued Task Order(s) with
approved Scope of Work, signed by an authorized individual and printed on letterhead. Task Orders shall
be issued for work to include, but not limited to, the following tasks:
Transportation Planning /Engineering
Provide staff augmentation services
Provide traffic signal design, timing, and coordination services.
Develop Complete Street Policy design elements and implementation plans.
Develop Transit Signal Priority design and implementation.
Review and prepare traffic impact studies.
Conduct travel demand modeling and review Countywide Transportation Model; coordinate with
County's consultant and provide traffic /transportation data as required.
Conduct corridor and intersection analysis, including operations, safety, and level of service.
Prepare traffic warrant studies.
Review /prepare construction detour plans.
Conduct traffic counts — include daily counts, vehicle classification counts, and turning movement
counts for all modes, parking surveys, origin- destination surveys, GPS data collection, and assessment
of existing conditions.
Conduct parking studies.
Prepare and review signing, marking, and striping plans.
Prepare roadway, intersection, and roundabout design.
Prepare and design for new or existing signalized intersections slated for modification (include
considerations for transit, pedestrian and bicycle movements and focus on alternatives that reduce
current intersection inefficiencies).
Conduct traffic operations analyses and familiarity with Synchro software based HCM Methodology.
Develop and prepare grant applications.
Provide updates to the Citywide Travel Demand Model.
Review Transportation section of an EIR.
Perform Multimodal Transportation planning and design, which may include:
Street circulation planning and design.
Bicycle facility planning and design.
Pedestrian facility planning and design.
Transit planning, design and operations.
Transportation systems management/transportation demand management strategies.
Traffic calming assessment and design.
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Prepare cost estimates — planning and project level.
Conduct public outreach — tasks may include developing materials for the public and content for the
City's web site.
Preparation of transportation project bid documents.
Conduct feasibility studies for all modes of transportation.
Implement Traffic Sign Retroreflectivity standards and provide traffic sign inventory data management.
Implement transportation Asset Management and Customization.
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EXHIBIT B
COMPENSATION SCHEDULE & REIMBURSABLE EXPENSES
Hourly Rates for FY 2018.2019
Principal /Senior Planner 225-$315
Associate Engineer /Planner 190-$220
Senior Engineer /Planner 160-$185
Engineer /Planner 140-$160
Transportation Analyst 125-$ 135
Associate Technician 150-$175
Senior Technician 140-$145
Technician II 125-$135
Technician 1 105-$120
Office Support 60-$ 90
Hourly rate includes all overhead costs, including reimbursables.
All rates subject to increase as approved by the City Engineer, or their designee. Consultant must submit
all rate increase requests by June 1St of each year. Rate increases shall not exceed Annual San Francisco -
Oakland- Hayward Consumer Price Index for All Urban Consumers (CPI -U).
Invoicing Requirements
All invoices shall be sent to City electronically, to the following email address:
PWaccounting adublin.ca.gov and shall be sent to the attention of Accounting Staff. Each attached invoice
shall identify the assigned project manager, a contact for firm's accounting representative, as well as the
City project manager requesting the completed work.
Invoices shall be termed from the first of the month, through the end of the month, and shall be submitted
within sixty days of completion of each month, with the exception of invoices for the months of May and
June. May and June invoices, as well as all other outstanding invoices, shall be due by July 15th of that
year.
Invoicing shall follow the following procedures:
CIP projects are to be billed individually, on separate invoices, referencing the project number as assigned
by Project Manager. Development Review and related Inspections shall be billed in one invoice, with
Finance Control Number (FCN) identification listed for work completed. FCN numbers will be provided to
Consultant by City Staff at the time of assignment.
Reports shall be included each month with invoices for the purpose of tracking hours, both by project and
by individual employee. This report shall detail daily hours completed, by project and by employee, as well
as monthly totals.
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EXHIBIT C
INDEMNIFICATION
A. Consultant shall, to the extent permitted by law, including without limitation California Civil Code 2782
and 2782.8, indemnify, hold harmless and assume the defense of, in any actions at law or in equity, the
City, its employees, agents, volunteers, and elective and appointive boards, from all claims, losses, and
damages, including property damage, personal injury, death, and liability of every kind, nature and
description, arising out of, pertaining to or related to the negligence, recklessness or willful misconduct
of Consultant or any person directly or indirectly employed by, or acting as agent for, Consultant, during
and after completion of Consultant's work under this Agreement.
B. With respect to those claims arising from a professional error or omission, Consultant shall defend,
indemnify and hold harmless the City (including its elected officials, officers, employees, and
volunteers) from all claims, losses, and damages arising from the professionally negligent acts, errors
or omissions of Consultant, however, the cost to defend charged to Consultant shall not exceed
Consultant's proportionate percentage fault.
C. Consultant's obligation under this section does not extend to that portion of a claim caused in whole or
in part by the sole negligence or willful misconduct of the City.
D. Consultant shall also indemnify, defend and hold harmless the City from all suits or claims for
infringement of any patent rights, copyrights, trade secrets, trade names, trademarks, service marks, or
any other proprietary rights of any person or persons because of the City or any of its officers,
employees, volunteers, or agents use of articles, products things, or services supplied in the
performance of Consultant's services under this Agreement, however, the cost to defend charged to
Consultant shall not exceed Consultant's proportionate percentage fault.
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EXHIBIT D
CONFLICT OF INTEREST LIST
Consultant confirms the ability to meet the City of Dublin's Conflict of Interest requirements as specified in
the City's RFQ.
The following lists current clients.
City of Albany
City of Berkeley
City of Dublin
City of Hayward
City of Oakland
City of San Leandro
County of Alameda
Alameda County Transportation Commission
Bay Area Rapid Transit District
Port of Oakland
i
Lawrence Lewis, Prindp -a Planner
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EXHIBIT E
PROVISIONS REQUIRED FOR PUBLIC WORKS CONTRACTS
PURSUANT TO CALIFORNIA LABOR CODE SECTION 1720 ET SEQ.
HOURS OF WORK:
A. In accordance with California Labor Code Section 1810, 8 hours of labor in performance of the
services described in Exhibit A shall constitute a legal day's work under this contract.
B. In accordance with California Labor Code Section 1811, the time of service of any worker
employed in performance of the services described in Exhibit A is limited to 8 hours during any
one calendar day, and 40 hours during any one calendar week, except in accordance with
California Labor Code Section 1815, which provides that work in excess of 8 hours during any
one calendar day and 40 hours during any one calendar week is permitted upon compensation
for all hours worked in excess of 8 hours during any one calendar day and 40 hours during any
one calendar week at not less than one - and - one -half times the basic rate of pay.
C. The Consultant and its subcontractors shall forfeit as a penalty to the City $25 for each worker
employed in the performance of the services described in Exhibit A for each calendar day during
which the worker is required or permitted to work more than 8 hours in any one calendar day, or
more than 40 hours in any one calendar week, in violation of the provisions of California Labor
Code Section 1810 and following.
WAGES:
A. In accordance with California Labor Code Section 1773.2, the City has determined the general
prevailing wages in the locality in which the services described in Exhibit A are to be performed
for each craft or type of work needed to be as published by the State of California Department of
Industrial Relations, Division of Labor Statistics and Research, a copy of which is on file in the
City Public Works Office and shall be made available on request. The Consultant and
subcontractors engaged in the performance of the services described in Exhibit A shall pay no
less than these rates to all persons engaged in performance of the services described in Exhibit
A.
B. In accordance with California Labor Code Section 1775, the Consultant and any subcontractors
engaged in performance of the services described in Exhibit A shall comply with California Labor
Code Section 1775, which establishes a penalty for each worker engaged in the performance of
the services described in Exhibit A that the Consultant or any subcontractor pays less than the
specified prevailing wage. The amount of such penalty shall be determined by the Labor
Commissioner and shall be based on consideration of the mistake, inadvertence, or neglect of
the Consultant or subcontractor in failing to pay the correct rate of prevailing wages, or the
previous record of the Consultant or subcontractor in meeting applicable prevailing wage
obligations, or the willful failure by the Consultant or subcontractor to pay the correct rates of
prevailing wages. A mistake, inadvertence, or neglect in failing to pay the correct rate of
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prevailing wages is not excusable if the Consultant or subcontractor had knowledge of their
obligations under the California Labor Code. The Consultant or subcontractor shall pay the
difference between the prevailing wage rates and the amount paid to each worker for each
calendar day or portion thereof for which each worker was paid less than the prevailing wage
rate. If a subcontractor worker engaged in performance of the services described in Exhibit A is
not paid the general prevailing per diem wages by the subcontractor, the Consultant is not liable
for any penalties therefore unless the Consultant had knowledge of that failure or unless the
Consultant fails to comply with all of the following requirements:
1. The contract executed between the Consultant and the subcontractor for the performance of
part of the services described in Exhibit A shall include a copy of the provisions of California
Labor Code Sections 1771, 1775, 1776, 1777.5, 1813, and 1815.
2. The Consultant shall monitor payment of the specified general prevailing rate of per diem
wages by the subcontractor by periodic review of the subcontractor's certified payroll
records.
3. Upon becoming aware of a subcontractor's failure to pay the specified prevailing rate of
wages, the Consultant shall diligently take corrective action to halt or rectify the failure,
including, but not limited to, retaining sufficient funds due the subcontractor for performance
of the services described in Exhibit A.
4. Prior to making final payment to the subcontractor, the Consultant shall obtain an affidavit
signed under penalty of perjury from the subcontractor that the subcontractor has paid the
specified general prevailing rate of per diem wages for employees engaged in the
performance of the services described in Exhibit A and any amounts due pursuant to
California Labor Code Section 1813.
C. In accordance with California Labor Code Section 1776, the Consultant and each subcontractor
engaged in performance of the services described in Exhibit A shall keep accurate payroll
records showing the name, address, social security number, work, straight time and overtime
hours worked each day and week, and the actual per diem wages paid to each journeyman,
apprentice, worker, or other employee employed in performance of the services described in
Exhibit A. Each payroll record shall contain or be verified by a written declaration that it is made
under penalty of perjury, stating both of the following:
1. The information contained in the payroll record is true and correct.
2. The employer has complied with the requirements of California Labor Code Sections 1771,
1811, and 1815 for any work performed by the employer's employees on the public works
project.
The payroll records required pursuant to California Labor Code Section 1776 shall be certified
and shall be submitted directly to the Labor Commission, and available for inspection by the
Owner and its authorized representatives, the Division of Labor Standards Enforcement, the
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Division of Apprenticeship Standards of the Department of Industrial Relations and shall
otherwise be available for inspection in accordance with California Labor Code Section 1776.
D. In accordance with California Labor Code Section 1777.5, the Consultant, on behalf of the
Consultant and any subcontractors engaged in performance of the services described in Exhibit
A, shall be responsible for ensuring compliance with California Labor Code Section 1777.5
governing employment and payment of apprentices on public works contracts.
E. In case it becomes necessary for the Consultant or any subcontractor engaged in performance
of the services described in Exhibit A to employ for the services described in Exhibit A any
person in a trade or occupation (except executive, supervisory, administrative, clerical, or other
non - manual workers as such) for which no minimum wage rate has been determined by the
Director of the Department of Industrial Relations, the Consultant or subcontractor shall pay the
minimum rate of wages specified therein for the classification which most nearly corresponds to
services described in Exhibit A to be performed by that person. The minimum rate thus
furnished shall be applicable as a minimum for such trade or occupation from the time of the
initial employment of the person affected and during the continuance of such employment.
2947128.1
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Client*- 763494 KITTEASC
ACORD. CERTIFICATE OF LIABILITY INSURANCE
DATE (MM /DD /YYYY)
6/08/2018 (
MMIDD
THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS
CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES
BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED
REPRESENTATIVE OR PRODUCER, AND THE CERTIFICATE HOLDER.
IMPORTANT: If the certificate holder is an ADDITIONAL INSURED, the policy(ies) must have ADDITIONAL INSURED provisions or be endorsed.
If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy, certain policies may require an endorsement. A statement on
this certificate does not confer any rights to the certificate holder in lieu of such endorsement(s).
PRODUCER
USI Kibble & Prentice PR
CONTACT
NAME:
PHONE 206 441 -6300 FAX
A/C No Ext :. A/C No 610 -362 -8528
601 Union Street, Suite 1000
Seattle, WA 98101
n DRESS: usi.CertRequest @usi.com
INSURER(S) AFFORDING COVERAGE NAIC #
INSURER A : Hartford Casualty Insurance Company 29424
1/01/2018
INSURED INSURER B : XL Specialty Insurance Company 37885
Kittelson & Associates, Inc.
851 SW 6th Avenue, Suite 600
Portland, OR 97204
INSURER C
CLAIMS -MADE F OCCUR
INSURER D
INSURER E
INSURER F:
PREMISES EaEocccurrence 3OO OOO
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 CONTRACTOR 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.
INSRLTR TYPE OF INSURANCE
ADDL
IN
SUBR
WVO POLICY NUMBER
POLICY EFF
MM/DD
POLICY EXP
MM/DD LIMITS
A X COMMERCIAL GENERAL LIABILITY X X 52UUNPT3504 1/01/2018 01/01/201 EEACHHOECCTURRENCE 1 000000
CLAIMS -MADE F OCCUR PREMISES EaEocccurrence 3OO OOO
MED EXP (Any one person) 10,000
PERSONAL & ADV INJURY 1,000,000
L AGGREGATE LIMIT APPLIES PER: GENERAL AGGREGATE 2,000,000
PR-
POLICY a ECT F LOCr,OTHER:
PRODUCTS- COMP /OPAGG 2,000,000
A AUTOMOBILE LIABILITY X X 52UUNPT3504 1/01/2018 01/01/201 EO aBB,",EEnD SINGLE LIMIT 1,000,000
BODILY INJURY (Per person) X ANY AUTO
BODILY INJURY (Per accident) OWNED SCHEDULED
AUTOS ONLY AUTOS
X AUTOS ONLY X NON -OWNEDAUTOSONLY
PROPERTY DAMAGE
Per accident
UMBRELLA LIAR EACH OCCURRENCEHOCCUR
AGGREGATEEXCESSLIABCLAIMS -MADE
DED RETENTION $
A WORKERS COMPENSATION
AND EMPLOYERS' LIABILITY
ANY PROPRIETOR/PARTNER/EXECUTIVE YINN
OFFICER/MEMBER EXCLUDED? I NJ
Mandatory In NH)
N/A
X 52WEAB7923 1/01/2018 01/01/201 X PER OTH-
E.L. EACH ACCIDENT 1,000,000
E.L. DISEASE - EA EMPLOYEE 1,000,000
E.L. DISEASE - POLICY LIMIT 1,000,000Ifyes, describe under
DESCRIPTION OF OPERATIONS below
B Professional DPR9920670 1101/2018 01/01/2019 2,000,000 per claim
Liability 4,000,000 annl aggr.
DESCRIPTION OF OPERATIONS / LOCATIONS / VEHICLES (ACORD 101, Additional Remarks Schedule, may be attached if more space Is required)
RE: KAI PN 22865 - Dublin Transportation Plan & Engineering On -Call 2018.
The General Liability and Automobile Liability policies include an automatic Additional Insured
endorsement that provides Additional Insured status to the Certificate Holder (City), its officers,
officials, employees, and volunteers, only when there is a written contract that requires such status, and
only with regard to work performed on behalf of the named insured. The General Liability and Automobile
See Attached Descriptions)
CERTIFICATE HOLDER CANCELLATION
City of Dublinty
SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE
THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN
100 Civic Plaza ACCORDANCE WITH THE POLICY PROVISIONS.
Dublin, CA 94568
AUTHORIZED REPRESENTATIVE
1988 -2015 ACORD CORPORATION. All rights reserved.
ACORD 25 (2016/03) 1 of 2 The ACORD name and logo are registered marks of ACORD
S23247857/M23122159 DDKZP
DESCRIPTIONS (Continued from Page 1)
Liability policies contain a special endorsement with Primary and Noncontributory wording, when required by
written contract. The General Liability, Automobile Liability and Workers Compensation policies include a
Waiver of Subrogation endorsement in favor of the Certificate Holder (City) as referenced above.
SAGITTA 25.3 (2016/03) 2 of 2
S23247857/M23122159
Policy No. 52UUNPT3504
COMMERCIAL GENERAL 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, and any
other person or organization qualifying as a Named
Insured under this policy. 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 II — Who Is An Insured.
Other words and phrases that appear in quotation marks
have special meaning. Refer to Section V — Definitions.
SECTION I — COVERAGES
COVERAGE A BODILY INJURY AND PROPERTY
DAMAGE LIABILITY
1. Insuring Agreement
a. We will pay those sums that the insured becomes
legally obligated to pay as damages because of
bodily injury" or "property damage" to which this
insurance applies. We will have the right and duty
to defend the insured against any "suit" seeking
those damages. However, we will have no duty to
defend the insured against any "suit" seeking
damages for "bodily injury" or "property damage" to
which this insurance does not apply. We may, at
our discretion, investigate any "occurrence" and
settle any claim or "suit" that may result. But:
1) The amount we will pay for damages is limited
as described in Section 111 — Limits Of
Insurance; and
2) Our right and duty to defend ends when we
have used up the applicable limit of insurance in
the payment of judgments or settlements under
Coverages A or B or medical expenses under
Coverage C.
No other obligation or liability to pay sums or
perform acts or services is covered unless explicitly
provided for under Supplementary Payments —
Coverages A and B.
b. This insurance applies to "bodily injury" and
property damage" only if:
1) The "bodily injury" or "property damage" is
caused by an "occurrence" that takes place in
the "coverage territory';
2) The "bodily injury" or "property damage" occurs
during the policy period; and
3) Prior to the policy period, no insured listed
under Paragraph 1, of Section II — Who Is An
Insured and no "employee" authorized by you to
give or receive notice of an "occurrence" or
claim, knew that the "bodily injury" or "property
damage" had occurred, in whole or in part. If
such a listed insured or authorized "employee"
knew, prior to the policy period, that the "bodily
injury" or "property damage" occurred, then any
continuation, change or resumption of such
bodily injury" or "property damage" during or
after the policy period will be deemed to have
been known prior to the policy period.
c. "Bodily injury" or "property damage" will be deemed
to have been known to have occurred at the
earliest time when any insured listed under
Paragraph 1. of Section II — Who Is An Insured or
any "employee" authorized by you to give or
receive notice of an "occurrence" or claim:
1) Reports all, or any part, of the "bodily injury" or
property damage" to us or any other insurer;
2) Receives a written or verbal demand or claim
for damages because of the "bodily injury" or
property damage "; or
3) Becomes aware by any other means that
bodily injury" or "property damage" has
occurred or has begun to occur.
d. Damages because of "bodily injury" include
damages claimed by any person or organization for
care, loss of services or death resulting at any time
from the "bodily injury".
e. Incidental Medical Malpractice
1) "Bodily injury" arising out of the rendering of or
failure to render professional health care
services as a physician, dentist, nurse,
emergency medical technician or paramedic
shall be deemed to be caused by an
occurrence ", but only if:
a) The physician, dentist, nurse, emergency
medical technician or paramedic is
employed by you to provide such services;
and
b) You are not engaged in the business or
occupation of providing such services.
HG 00 0106 05 Page 1 of 18
O 2005 The Hartford
Includes copyrighted material of Insurance Services Office, Inc. with its permission.)
2) For the purpose of determining the limits of
insurance for incidental medical malpractice,
any act or omission together with all related acts
or omissions in the furnishing of these services
to any one person will be considered one
occurrence ".
2. Exclusions
This insurance does not apply to:
a. Expected Or Intended Injury
Bodily injury" or "property damage" expected or
intended from the standpoint of the insured. This
exclusion does not apply to "bodily injury" or
property damage" resulting from the use of
reasonable force to protect persons or property.
b. Contractual Liability
Bodily injury" or "property damage" for which the
insured is obligated to pay damages by reason of
the assumption of liability in a contract or
agreement. This exclusion does not apply to liability
for damages:
1) That the insured would have in the absence of
the contract or agreement; or
2) Assumed in a contract or agreement that is an
insured contract ", provided the "bodily injury" or
property damage" occurs subsequent to the
execution of the contract or agreement. Solely
for the purposes of liability assumed in an
insured contract ", reasonable attorney fees and
necessary litigation expenses incurred by or for
a party other than an insured are deemed to be
damages because of "bodily injury" or "property
damage ", provided:
a) Liability to such party for, or for the cost of,
that party's defense has also been assumed
in the same "insured contract "; and
b) Such attorney fees and litigation expenses
are for defense of that party against a civil or
alternative dispute resolution proceeding in
which damages to which this insurance
applies are alleged.
c. Liquor Liability
Bodily injury" or "property damage" for which any
insured may be held liable by reason of
1) Causing or contributing to the intoxication of any
person;
2) The furnishing of alcoholic beverages to a
person under the legal drinking age or under the
influence of alcohol; or
3) Any statute, ordinance or regulation relating to
the sale, gift, distribution or use of alcoholic
beverages.
This exclusion applies only if you are in the
business of manufacturing, distributing, selling,
serving or furnishing alcoholic beverages.
d. Workers' Compensation And Similar Laws
Any obligation of the insured under a workers'
compensation, disability benefits or unemployment
compensation law or any similar law.
e. Employer's Liability
Bodily injury" to:
1) An "employee" of the insured arising out of and
in the course of:
a) Employment by the insured; or
b) Performing duties related to the conduct of
the insured's business; or
2) The spouse, child, parent, brother or sister of
that "employee" as a consequence of
Paragraph (1) above.
This exclusion applies:
1) Whether the insured may be liable as an
employer or in any other capacity; and
2) To any obligation to share damages with or
repay someone else who must pay damages
because of the injury.
This exclusion does not apply to liability assumed
by the insured under an "insured contract ".
f. Pollution
1) "Bodily injury" or "property damage" arising out
of the actual, alleged or threatened discharge,
dispersal, seepage, migration, release or
escape of "pollutants ":
a) At or from any premises, site or location
which is or was at any time owned or
occupied by, or rented or loaned to, any
insured. However, this subparagraph does
not apply to:
i) "Bodily injury" if sustained within a
building and caused by smoke, fumes,
vapor or soot produced by or originating
from equipment that is used to heat, cool
or dehumidify the building, or equipment
that is used to heat water for personal
use, by the building's occupants or their
guests;
ii) "Bodily injury" or "property damage" for
which you may be held liable, if you are a
contractor and the owner or lessee of
such premises, site or location has been
added to your policy as an additional
insured with respect to your ongoing
operations performed for that additional
insured at that premises, site or location
and such premises, site or location is not
and never was owned or occupied by, or
rented or loaned to, any insured, other
than that additional insured; or
Page 2 of 18 HG 00 0106 05
iii) "Bodily injury" or "property damage"
arising out of heat, smoke or fumes from
a "hostile fire ";
b) At or from any premises, site or location
which is or was at any time used by or for
any insured or others for the handling,
storage, disposal, processing or treatment of
waste;
c) Which are or were at any time transported,
handled, stored, treated, disposed of, or
processed as waste by or for:
i) Any insured; or
ii) Any person or organization for whom you
may be legally responsible;
d) At or from any premises, site or location on
which any insured or any contractors or
subcontractors working directly or indirectly
on any insured's behalf are performing
operations if the "pollutants" are brought on
or to the premises, site or location in
connection with such operations by such
insured, contractor or subcontractor.
However, this subparagraph does not apply
to:
1) "Bodily injury" or "property damage"
arising out of the escape of fuels,
lubricants or other operating fluids which
are needed to perform the normal
electrical, hydraulic or mechanical
functions necessary for the operation of
mobile equipment" or its parts, if such
fuels, lubricants or other operating fluids
escape from a vehicle part designed to
hold, store or receive them. This
exception does not apply if the "bodily
injury" or "property damage" arises out of
the intentional discharge, dispersal or
release of the fuels, lubricants or other
operating fluids, or if such fuels,
lubricants or other operating fluids are
brought on or to the premises, site or
location with the intent that they be
discharged, dispersed or released as part
of the operations being performed by
such insured, contractor or
subcontractor;
ii) "Bodily injury" or "property damage"
sustained within a building and caused
by the release of gases, fumes or vapors
from materials brought into that building
in connection with operations being
performed by you or on your behalf by a
contractor or subcontractor; or
iii) "Bodily injury" or "property damage"
arising out of heat, smoke or fumes from
a "hostile fire "; or
e) At or from any premises, site or location on
which any insured or any contractors or
subcontractors working directly or indirectly
on any insured's behalf are performing
operations if the operations are to test for,
monitor, dean up, remove, contain, treat,
detoxify or neutralize, or in any way respond
to, or assess the effects of, "pollutants ".
2) Any loss, cost or expense arising out of any:
a) Request, demand, order or statutory or
regulatory requirement that any insured or
others test for, monitor, dean up, remove,
contain, treat, detoxify or neutralize, or in
any way respond to, or assess the effects of,
pollutants "; or
b) Claim or suit by or on behalf of a
governmental authority for damages
because of testing for, monitoring, cleaning
up, removing, containing, treating,
detoxifying or neutralizing, or in any way
responding to; or assessing the effects of,
pollutants ".
However, this paragraph does not apply to
liability for damages because of "property
damage" that the insured would have in the
absence of such request, demand, order or
statutory or regulatory requirement, or such
claim or "suit" by or on behalf of a governmental
authority.
g. Aircraft, Auto Or Watercraft
Bodily injury" or "property damage" arising out of
the ownership, maintenance, use or entrustment to
others of any aircraft, "auto" or watercraft owned or
operated by or rented or loaned to any insured. Use
includes operation and "loading or unloading ".
This exclusion applies even if the claims against
any insured allege negligence or other wrongdoing
in the supervision, hiring, employment, training or
monitoring of others by that insured, if the
occurrence" which caused the "bodily injury" or
property damage" involved the ownership,
maintenance, use or entrustment to others of any
aircraft, "auto" or watercraft that is owned or
operated by or rented or loaned to any insured.
This exclusion does not apply to:
1) A watercraft while ashore on premises you own
or rent;
2) A watercraft you do not own that is:
a) Less than 51 feet long; and
b) Not being used to carry persons for a
charge;
3) Parking an "auto" on, or on the ways next to,
premises you own or rent, provided the "auto" is
not owned by or rented or loaned to you or the
insured;
HG 00 0106 05 Page 3 of 18
4) Liability assumed under any "insured contract' working directly or indirectly on your behalf are
for the ownership, maintenance or use of performing operations, if the "property damage"
aircraft or watercraft; arises out of those operations; or
5) "Bodily injury" or "property damage" arising out
of the operation of any of the equipment listed in
Paragraph f.(2) or f.(3) of the definition of
mobile equipment "; or
6) An aircraft that is not owned by any insured and
is hired, chartered or loaned with a paid crew.
However, this exception does not apply if the
insured has any other insurance for such "bodily
injury" or "property damage ", whether the other
insurance is primary, excess, contingent or on
any other basis.
h. Mobile Equipment
Bodily injury" or "property damage" arising out of:
1) The transportation of "mobile equipment" by an
auto" owned or operated by or rented or loaned
to any insured; or
2) The use of "mobile equipment' in, or. while in
practice for, or while being prepared for, any
prearranged racing, speed, demolition, or
stunting activity.
i. War
Bodily injury" or "property damage ", however
caused, arising, directly or indirectly, out of:
1) War, including undeclared or civil war;
2) Warlike action by a military force, including
action in hindering or defending against an k
actual or expected attack, by any government,
sovereign or other authority using military
personnel or other agents; or
3) Insurrection, rebellion, revolution, usurped
power, or action taken by governmental
authority in hindering or defending against any
of these.
j. Damage To Property
Property damage" to:
1) Property you own, rent, or occupy, including any
costs or expenses incurred by you, or any other
person, organization or entity, for repair,
replacement, enhancement, restoration or
maintenance of such property for any reason,
including prevention of injury to a person or
damage to another's property;
2) Premises you sell, give away or abandon, if the
property damage" arises out of any part of
those premises;
3) Property loaned to you;
4) Personal property in the care, custody or control
of the insured;
5) That particular part of real property on which
you or any contractors or subcontractors
6) That particular part of any property that must be
restored, repaired or replaced because "your
work" was incorrectly performed on it.
Paragraphs (1), (3) and (4) of this exclusion do not
apply to "property damage" (other than damage by
fire) to premises, including the contents of such
premises, rented to you for a period of 7 or fewer
consecutive days. A separate limit of insurance
applies to Damage To Premises Rented To You as
described in Section III — Limits Of Insurance.
Paragraph (2) of this exclusion does not apply if the
premises are "your work" and were never occupied,
rented or held for rental by you.
Paragraphs (3) and (4) of this exclusion do not
apply to "property damage" arising from the use of
elevators.
Paragraphs (3), (4), (5) and (6) of this exclusion do
not apply to liability assumed under a sidetrack
agreement.
Paragraphs (3) and (4) of this exclusion do not
apply to "property damage" to borrowed equipment
while not being used to perform operations at the
job site.
Paragraph (6) of this exclusion does not apply to
property damage" included in the "products -
completed operations hazard ".
Damage To Your Product
Property damage" to "your product" arising out of it
or any part of it.
1. Damage To Your Work
Property damage" to "your work" arising out of it or
any part of it and included in the "products -
completed operations hazard ".
This exclusion does not apply if the damaged work
or the work out of which the damage arises was
performed on your behalf by a subcontractor.
m. Damage To Impaired Property Or Property Not
Physically Injured
Property damage" to "impaired property" or
property that has not been physically injured,
arising out of:
1) A defect, deficiency, inadequacy or dangerous
condition in "your product" or "your work "; or
2) A delay or failure by you or anyone acting on
your behalf to perform a contract or agreement
in accordance with its terms.
This exclusion does not apply to the loss of use of
other property arising out of sudden and accidental
physical injury to "your product" or "your work" after
it has been put to its intended use.
Page 4 of 18 HG 00 0106 05
n. Recall Of Products, Work Or Impaired
Property
Damages claimed for any loss, cost or expense
incurred by you or others for the loss of use,
withdrawal, recall, inspection, repair, replacement,
adjustment, removal or disposal of:
1) "Your product";
2) "Your work "; or
3) "Impaired property ";
if such product, work, or property is withdrawn or
recalled from the market or from use by any person
or organization because of a known or suspected
defect, deficiency, inadequacy or dangerous
condition in it.
o. Personal And Advertising Injury
Bodily injury" arising out of "personal and
advertising injury".
p. Electronic Data
Damages arising out of the loss of, loss of use of,
damage to, corruption of, inability to access, or
inability to manipulate electronic data.
As used in this exclusion, electronic data means
information, facts or programs stored as or on,
created or used on, or transmitted to or from
computer software, including systems and
applications software, hard or floppy disks, CD-
ROMS, tapes, drives, cells, data processing
devices or any other media which are used with
electronically controlled equipment.
q. Employment - Related Practices
Bodily injury" to:
1) A person arising out of any "employment —
related practices "; or
2) The spouse, child, parent, brother or sister of
that person as a consequence of "bodily injury"
to that person at whom any "employment -
related practices" are directed.
This exclusion applies:
1) Whether the insured may be liable as an
employer or in any other capacity; and
2) To any obligation to share damages with or
repay someone else who must pay damages
because of the injury.
r. Asbestos
1) 'Bodily injury" or "property damage" arising out
of the "asbestos hazard ".
2) Any damages, judgments, settlements, loss,
costs or expenses that:
a) May be awarded or incurred by reason of
any claim or suit alleging actual or
threatened injury or damage of any nature or
kind to persons or property which would not
have occurred in whole or in part but for the
asbestos hazard";
b) Arise out of any request, demand, order or
statutory or regulatory requirement that any
insured or others test for, monitor, clean up,
remove, encapsulate, contain, treat, detoxify
or neutralize or in any way respond to or
assess the effects of an "asbestos hazard ";
or
c) Arise out of any claim or suit for damages
because of testing for, monitoring, cleaning
up, removing, encapsulating, containing,
treating, detoxifying or neutralizing or in any
way responding to or assessing the effects
of an "asbestos hazard ".
Damage To Premises Rented To You — Exception
For Damage By Fire, Lightning Or Explosion
Exclusions c. through h. and j. through n. do not apply
to damage by fire, lightning or explosion to premises
while rented to you or temporarily occupied by you with
permission of the owner. A separate limit of insurance
applies to this coverage as described in Section III —
Limits Of Insurance.
COVERAGE B PERSONAL AND ADVERTISING
INJURY LIABILITY
1. Insuring Agreement
a. We will pay those sums that the insured becomes
legally obligated to pay as damages because of
personal and advertising injury" to which this
insurance applies. We will have the right and duty
to defend the insured against any "suit" seeking
those damages. However, we will have no duty to
defend the insured against any "suit" seeking
damages for "personal and advertising injury" to
which this insurance does not apply. We may, at
our discretion, investigate any offense and settle
any claim or "suit" that may result. But:
1) The amount we will pay for damages is limited
as described in Section III — Limits Of
Insurance; and
2) Our right and duty to defend end when we have
used up the applicable limit of insurance in the
payment of judgments or settlements under
Coverages A or B or medical expenses under
Coverage C.
No other obligation or liability to pay sums or
perform acts or services is covered unless explicitly
provided for under Supplementary Payments —
Coverages A and B.
b. This insurance applies to "personal and advertising
injury" caused by an offense arising out of your
business but only if the offense was committed in
the "coverage territory" during the policy period.
HG 00 0106 05 Page 5 of 18
2. Exclusions
This insurance does not apply to:
a. Knowing Violation Of Rights Of Another
Personal and advertising injury" arising out of an
offense committed by, at the direction or with the
consent or acquiescence of the insured with the
expectation of inflicting "personal and advertising
injury"
b. Material Published With Knowledge Of Faisity
Personal and advertising injury" arising out of oral,
written or electronic publication of material, if done
by or at the direction of the insured with knowledge
of its falsity.
c. Material Published Prior To Policy Period
Personal and advertising injury" arising out of oral,
written or electronic publication of material whose
first publication took place before the beginning of
the policy period.
d. Criminal Acts
Personal and advertising injury" arising out of a
criminal act committed by or at the direction of the
insured.
e. Contractual Liability
Personal and advertising injury" for which the
insured has assumed liability in a contract or
agreement. This exclusion does not apply to liability
for damages that the insured would have in the
absence of the contract or agreement.
f. Breach Of Contract
Personal and advertising injury" arising out of a
breach of contract, except an implied contract to use
another's "advertising idea" in your "advertisement ".
g. Quality Or Performance Of Goods — Failure To
Conform To Statements
Personal and advertising injury" arising out of the
failure of goods, products or services to conform
with any statement of quality or performance made
in your "advertisement".
h. Wrong Description Of Prices
Personal and advertising injury" arising out of the
wrong description of the price of goods, products or
services.
I. Infringement Of Intellectual Property Rights
Personal and advertising injury" arising out of any
violation of any intellectual property rights such as
copyright, patent, trademark, trade name, trade
secret, service mark or other designation of origin
or authenticity.
However, this exclusion does not apply to
infringement, in your "advertisement ", of:
1) Copyright;
2) Slogan, unless the slogan is also a trademark,
trade name, service mark or other designation
of origin or authenticity; or
3) Title of any literary or artistic work.
Insureds In Media And Internet Type
Businesses
Personal and advertising injury" committed by an
insured whose business is:
1) Advertising, broadcasting, publishing or
telecasting;
2) Designing or determining content of web sites
for others; or
3) An Internet search, access, content or service
provider.
However, this exclusion does not apply to
Paragraphs 17.a., b. and c. of "personal and
advertising injury" under the Definitions Section.
For the purposes of this exclusion, placing an
advertisement" for or linking to others on your web
site, by itself, is not considered the business of
advertising, broadcasting, publishing or telecasting.
k. Electronic Chatrooms Or Bulletin Boards
Personal and advertising injury" arising out of an
electronic chatroom or bulletin board the insured
hosts, owns, or over which the insured exercises
control.
1. Unauthorized Use Of Another's Name Or
Product
Personal and advertising injury" arising out of the
unauthorized use of another's name or product in
your e-mail address, domain name or metatags, or
any other similar tactics to mislead another's
potential customers.
m. Pollution
Personal and advertising injury" arising out of the
actual, alleged or threatened discharge, dispersal,
seepage, migration, release or escape of
pollutants" at any time.
n. Pollution- Related
Any loss, cost or expense arising out of any:
1) Request, demand, order or statutory or
regulatory requirement that any insured or
others test for, monitor, clean up, remove,
contain, treat, detoxify or neutralize, or in any
way respond to, or assess the effects of,
pollutants "; or
2) Claim or suit by or on behalf of a governmental
authority for damages because of testing for,
monitoring, cleaning up, removing, containing,
treating, detoxifying or neutralizing, or in any
way responding to, or assessing the effects of,
pollutants ".
Page 6 of 18 HG 00 0106 05
o. War
Personal and advertising injury", however caused,
arising, directly or indirectly, out of:
1) War, including undeclared or civil war;
2) Warlike action by a military force, including
action in hindering or defending against an
actual or expected attack, by any government,
sovereign or other authority using military
personnel or other agents; or
3) Insurrection, rebellion, revolution, usurped power,
or action taken by governmental authority in
hindering or defending against any of these.
p. Internet Advertisements And Content Of Others
Personal and advertising injury" arising out of:
1) An "advertisement" for others on your web site;
2) Placing a link to a web site of others on your
web site;
3) Content, including information, sounds, text,
graphics, or images from a web site of others
displayed within a frame or border on your web
site; or
4) Computer code, software or programming used
to enable:
a) Your web site; or
b) The presentation or functionality of an
advertisement" or other content on your
web site.
q. Right Of Privacy Created By Statute
Personal and advertising injury" arising out of the
violation of a person's right of privacy created by
any state or federal act.
However, this exclusion does not apply to liability
for damages that the insured would have in the
absence of such state or federal act.
r. Violation Of Anti -Trust law
Personal and advertising injury" arising out of a
violation of any anti -trust law.
s. Securities
Personal and advertising injury" arising out of the
fluctuation in price or value of any stocks, bonds or
other securities.
It. Discrimination Or Humiliation
Personal and advertising injury" arising out of
discrimination or humiliation committed by or at the
direction of any "executive officer", director,
stockholder, partner or member of the insured.
u. Employment - Related Practices
Personal and advertising injury" to:
1) A person arising out of any "employment —
related practices'; or
2) The spouse, child, parent, brother or sister of
that person as a consequence of "personal and
advertising injury" to that person at whom any
employment- related practices" are directed.
This exclusion applies:
1) Whether the insured may be liable as an
employer or in any other capacity; and
2) To any obligation to share damages with or
repay someone else who must pay damages
because of the injury.
v. Asbestos
1) "Personal and advertising injury" arising out of
the "asbestos hazard ".
2) Any damages, judgments, settlements, loss,
costs or expenses that:
a) May be awarded or incurred by reason of
any claim or suit alleging actual or
threatened injury or damage of any nature or
kind to persons or property which would not
have occurred in whole or in part but for the
asbestos hazard";
b) Arise out of any request, demand, order or
statutory or regulatory requirement that any
insured or others test for, monitor, clean up,
remove, encapsulate, contain, treat, detoxify
or neutralize or in any way respond to or
assess the effects of an "asbestos hazard';
or
c) Arise out of any claim or suit for damages
because of testing for, monitoring, cleaning
up, removing, encapsulating, containing,
treating, detoxifying or neutralizing or in any
way responding to or assessing the effects
of an "asbestos hazard ".
COVERAGE C MEDICAL PAYMENTS
1. Insuring Agreement
a. We will pay medical expenses as described below
for "bodily injury" caused by an accident:
1) On premises you own or rent;
2) On ways next to premises you own or rent; or
3) Because of your operations;
provided that:
1) The accident takes place in the "coverage
territory" and during the policy period;
2) The expenses are incurred and reported to us
within three years of the date of the accident;
and
3) The injured person submits to examination, at
our expense, by physicians of our choice as
often as we reasonably require.
HG 00 0106 05 Page 7 of 18
b. We will make these payments regardless of fault.
These payments will not exceed the applicable limit
of insurance. We will pay reasonable expenses for:
1) First aid administered at the time of an accident;
2) Necessary medical, surgical, x -ray and dental
services, including prosthetic devices; and
3) Necessary ambulance, hospital, professional
nursing and funeral services.
2. Exclusions
We will not pay expenses for "bodily injury":
a. Any Insured
To any insured, except "volunteer workers"
b. Hired Person
To a person hired to do work for or on behalf of any
insured or a tenant of any insured.
c. Injury On Normally Occupied Premises
To a person injured on that part of premises you
own or rent that the person normally occupies.
d. Workers Compensation And Similar Laws
To a person, whether or not an "employee" of any
insured, if benefits for the "bodily injury" are payable
or must be provided under a workers' compensation
or disability benefits law or a similar law.
e. Athletics Activities
To a person injured while practicing, instructing or
participating in any physical exercises or games,
sports, or athletic contests.
f. Products - Completed Operations Hazard
Included within the "products - completed operations
hazard ".
g. Coverage A Exclusions
Excluded under Coverage A.
SUPPLEMENTARY PAYMENTS — COVERAGES
AANDB
1. We will pay, with respect to any claim we investigate or
settle, or any "suit" against an insured we defend:
a. All expenses we incur.
b. Up to $1,000 for cost of bail bonds required
because of accidents or traffic law violations arising
out of the use of any vehicle to which the Bodily
Injury Liability Coverage applies. We do not have
to furnish these bonds.
c. The cost of appeal bonds or bonds to release
attachments, but only for bond amounts within the
applicable limit of insurance. We do not have to
furnish these bonds.
d. All reasonable expenses incurred by the insured at
our request to assist us in the investigation or
defense of the claim or "suit ", including actual loss
of earnings up to $500 a day because of time off
from work.
e. All costs taxed against the insured in the "suit ".
f. Prejudgment interest awarded against the insured
on that part of the judgment we pay. If we make an
offer to pay the applicable limit of insurance, we will
not pay any prejudgment interest based on that
period of time after the offer.
g. All interest on the full amount of any judgment that
accrues after entry of the judgment and before we
have paid, offered to pay, or deposited in court the
part of the judgment that is within the applicable
limit of insurance.
These payments will not reduce the limits of insurance.
2. If we defend an insured against a "suit" and an
indemnitee of the insured is also named as a party to
the "suit ", we will defend that indemnitee if all of the
following conditions are met:
a. The "suit" against the indemnitee seeks damages
for which the insured has assumed the liability of
the indemnitee in a contract or agreement that is an
insured contract ";
b. This insurance applies to such liability assumed by
the insured;
c. The obligation to defend, or the cost of the defense
of, that indemnitee, has also been assumed by the
insured in the same "insured contract ";
d. The allegations in the "suit" and the information we
know about the "occurrence" are such that no
conflict appears to exist between the interests of
the insured and the interests of the indemnitee;
e. The indemnitee and the insured ask us to conduct
and control the defense of that indemnitee against
such "suit" and agree that we can assign the same
counsel to defend the insured and the indemnitee;
and
f. The indemnitee:
1) Agrees in writing to:
a) Cooperate with us in the investigation,
settlement or defense of the "suit ";
b) Immediately send us copies of any
demands, notices, summonses or legal
papers received in connection with the "suit ";
c) Notify any other insurer whose coverage is
available to the indemnitee; and
d) Cooperate with us with respect to
coordinating other applicable insurance
available to the indemnitee; and
2) Provides us with written authorization to:
a) Obtain records and other information related
to the "suit "; and
b) Conduct and control the defense of the
indemnitee in such "suit".
So long as the above conditions are met, attorneys'
fees incurred by us in the defense of that indemnitee,
Page 8 of 18 HG 00 0106 05
necessary litigation expenses incurred by us and
necessary litigation expenses incurred by the
indemnitee at our request will be paid as
Supplementary Payments. Notwithstanding the
provisions of Paragraph 2.b.(2) of Section I —
Coverage A — Bodily Injury And Property Damage
Liability, such payments will not be deemed to be
damages for "bodily injury" and "property damage" and
will not reduce the limits of insurance.
Our obligation to defend an insured's indemnitee and
to pay for attorneys' fees and necessary litigation
expenses as Supplementary Payments ends when:
a. We have used up the applicable limit of insurance
in the payment of judgments or settlements; or
b. The conditions set forth above, or the terms of the
agreement described in Paragraph f. above, are no
longer met.
SECTION 11— WHO IS AN INSURED
1. If you are designated in the Declarations as:
a. An individual, you and your spouse are insureds,
but only with respect to the conduct of a business
of which you are the sole owner.
b. A partnership or joint venture, you are an insured.
Your members, your partners, and their spouses
are also insureds, but only with respect to the
conduct of your business.
c. A limited liability company, you are an insured.
Your members are also insureds, but only with
respect to the conduct of your business. Your
managers are insureds, but only with respect to
their duties as your managers.
d. An organization other than a partnership, joint
venture or limited liability company, you are an
insured. Your "executive officers" and directors are
insureds, but only with respect to their duties as
your officers or directors. Your stockholders are
also insureds, but only with respect to their liability
as stockholders.
e. A trust, you are an insured. Your trustees are also
insureds, but only with respect to their duties as
trustees.
2. Each of the following is also an insured:
a. Employees and Volunteer workers
Your "volunteer workers" only while performing
duties related to the conduct of your business, or
your "employees ", other than either your "executive
officers" (if you are an organization other than a
partnership, joint venture or limited liability
company) or your managers (if you are a limited
liability company), but only for acts within the scope
of their employment by you or while performing
duties related to the conduct of your business.
However, none of these "employees" or "volunteer
workers" are insureds for:
1) "Bodily injury" or "personal and advertising
injury":
a) To you, to your partners or members (if you
are a partnership or joint venture), to your
members (if you are a limited liability
company), to a co-"employee" while in the
course of his or her employment or
performing duties related to the conduct of
your business, or to your other "volunteer
workers" while performing duties related to
the conduct of your business;
b) To the spouse, child, parent, brother or sister
of that co-"employee" or that "volunteer
worker" as a consequence of Paragraph
1)(a) above;
c) For which there is any obligation to share
damages with or repay someone else who
must pay damages because of the injury
described in Paragraphs (t)(a) or (b) above;
or
d) Arising out of his or her providing or failing to
provide professional health care services.
If you are not im the business of providing
professional health care services, Paragraph (d)
does not apply to any nurse, emergency
medical technician or paramedic employed by
you to provide such services.
2) "Property damage" to property:
a) Owned, occupied or used by,
b) Rented to, in the care, custody or control of,
or over which physical control is being
exercised for any purpose by
you, any of your "employees ", "volunteer
workers ", any partner or member (if you are a
partnership or joint venture), or any member (if
you are a limited liability company).
b. Real Estate Manager
Any person (other than your "employee" or
volunteer worker "), or any organization while
acting as your real estate manager.
c. Temporary Custodians of Your Property
Any person or organization having proper
temporary custody of your property if you die, but
only:
1) With respect to liability arising out of the
maintenance or use of that property; and
2) Until your legal representative has been
appointed.
d. Legal Representative If You Die
Your legal representative if you die, but only with
respect to duties as such. That representative will
HG 00 0106 05 Page 9 of 18
have all your rights and duties under this Coverage
Part.
e. Unnamed Subsidiary
Any subsidiary, and subsidiary thereof, of yours
which is a legally incorporated entity of which you
own a financial interest of more than 50% of the
voting stock on the effective date of the Coverage
Part.
The insurance afforded herein for any subsidiary
not named in this Coverage Part as a named
insured does not apply to injury or damage with
respect to which an insured under this Coverage
Part is also an insured under another policy or
would be an insured under such policy but for its
termination or the exhaustion of its limits of
insurance.
3. Newly Acquired or Formed Organization
Any organization you newly acquire or form, other than
a partnership, joint venture or limited liability company,
and over which you maintain financial interest of more
than 50% of the voting stock, will qualify as a Named
Insured if there is no other similar insurance available
to that organization. However:
a. Coverage under this provision is afforded only until
the 180th day after you acquire or form the
organization or the end of the policy period,
whichever is earlier;
b. Coverage A does not apply to "bodily injury" or
property damage" that occurred before you
acquired or formed the organization; and
c. Coverage B does not apply to "personal and
advertising injury" arising out of an offense
committed before you acquired or formed the
organization.
4. Mobile Equipment
With respect to "mobile equipment" registered in your
name under any motor vehicle registration law, any
person is an insured while driving such equipment
along a public highway with your permission. Any other
person or organization responsible for the conduct of
such person is also an insured, but only with respect to
liability arising out of the operation of the equipment,
and only if no other insurance of any kind is available
to that person or organization for this liability. However,
no person or organization is an insured with respect to:
a. "Bodily injury" to a co- "employee" of the person
driving the equipment; or
b. "Property damage" to property owned by, rented to,
in the charge of or occupied by you or the employer
of any person who is an insured under this
provision.
5. Nonowned Watercraft
With respect to watercraft you do not own that is less
than 51 feet long and is not being used to carry
persons for a charge, any person is an insured while
operating such watercraft with your permission. Any
other person or organization responsible for the
conduct of such person is also an insured, but only
with respect to liability arising out of the operation of
the watercraft, and only if no other insurance of any
kind is available to that person or organization for this
liability.
However, no person or organization is an insured with
respect to:
a. "Bodily injury" to a co- "employee" of the person
operating the watercraft; or
b. "Property damage" to property owned by, rented to,
in the charge of or occupied by you or the employer
of any person who is an insured under this
provision.
6. Additional Irtsureds When Required By Written
Contract, WrItten Agreetnent Or Permit
The following person(s) or organization(s) are an
additional insured when you have agreed, in a written
contract, written agreement or because of a permit
issued by a state or political subdivision, that such
person or organization be added as an additional
insured on your policy, provided the injury or damage
occurs subsequent to the execution of the contract or
agreement.
A person or organization is an additional insured under
this provision only for that period of time required by
the contract or agreement.
However, no such person or organization is an insured
under this provision if such person or organization is
included as an insured by an endorsement issued by
us and made a part of this Coverage Part.
a. Vendors
Any person(s) or organization(s) (referred to below
as vendor), but only with respect to "bodily injury"
or "property damage" arising out of "your products"
which are distributed or sold in the regular course
of the vendor's business and only if this Coverage
Part provides coverage for "bodily injury" or
property damage" included within the "products -
completed operations hazard ".
1) The insurance afforded the vendor is subject to
the following additional exclusions:
This insurance does not apply to:
a) "Bodily injury" or "property damage" for
which the vendor is obligated to pay
damages by reason of the assumption of
liability in a contract or agreement. This
exclusion does not apply to liability for
damages that the vendor would have in the
absence of the contract or agreement;
Page 10 of 18 HG 00 0106 05
b) Any express warranty unauthorized by you;
c) Any physical or chemical change' in the
product made intentionally by the vendor;
d) Repackaging, except when unpacked solely
for the purpose of inspection, demonstration,
testing, or the substitution of parts under
instructions from the manufacturer, and then
repackaged in the original container;
e) Any failure to make such inspections,
adjustments, tests or servicing as the vendor
has agreed to make or normally undertakes
to make in the usual course of business, in
connection with the distribution or sale of the
products;
f) Demonstration, installation, servicing or
repair operations, except such operations
performed at the vendor's premises in
connection with the sale of the product;
g) Products which, after distribution or sale by
you, have been labeled or relabeled or used
as a container, part or ingredient of any
other thing or substance by or for the
vendor; or
h) "Bodily injury" or "property damage" arising
out of the sole negligence of the vendor for
its own acts or omissions or those of its
employees or anyone else acting on its
behalf. However, this exclusion does not
apply to:
i) The exceptions contained in Sub-
paragraphs (d) or (f); or
ii) Such inspections, adjustments, tests or
servicing as the vendor has agreed to
make or normally undertakes to make in
the usual course of business, in
connection with the distribution or sale of
the products.
2) This insurance does not apply to any insured
person or organization, from whom you have
acquired such products, or any ingredient, part
or container, entering into, accompanying or
containing such products.
b. Lessors of Equipment
1) Any person or organization from whom you
lease equipment; but only with respect to their
liability for "bodily injury", "property damage" or
personal and advertising injury" caused, in
whole or in part, by your maintenance, operation
or use of equipment leased to you by such
person or organization.
2) With respect to the insurance afforded to these
additional insureds this insurance does not
apply to any "occurrence" which takes place
after the equipment lease expires.
c. Lessors of Land or Premises
Any person or organization from whom you lease
land or premises, but only with respect to liability
arising out of the ownership, maintenance or use of
that part of the land or premises leased to you.
With respect to the insurance afforded these
additional insureds the following additional
exclusions apply:
This insurance does not apply to:
1. Any "occurrence" which takes place after you
cease to lease that land; or
2. Structural alterations, new construction or
demolition operations performed by or on behalf
of such person or organization.
d. Architects, Engineers or Surveyors
Any architect, engineer, or surveyor, but only with
respect to liability for "bodily injury", "property
damage" or "personal and advertising injury"
caused, in whole or in part, by your acts or
omissions or the acts or omissions of those acting
on your behalf:
1) In connection with your premises; or
2) In the performance of your ongoing operations
performed by you or on your behalf.
With respect to the insurance afforded these
additional insureds, the following additional
exclusion applies:
This insurance does not apply to "bodily injury",
property damage" or "personal and advertising
injury" arising out of the rendering of or the failure
to render any professional services by or for you,
including:
1. The preparing, approving, or failing to prepare
or approve, maps, shop drawings, opinions,
reports, surveys, field orders, change orders or
drawings and specifications; or
2. Supervisory, inspection, architectural or
engineering activities.
e. Permits Issued By State Or Political
Subdivisions
Any state or political subdivision, but only with
respect to operations performed by you or on your
behalf for which the state or political subdivision
has issued a permit.
With respect to the insurance afforded these
additional insureds, this insurance does not apply
to:
1) "Bodily injury", "property damage" or "personal
and advertising injury" arising out of operations
performed for the state or municipality; or
2) "Bodily injury" or "property damage" included
within the "products- completed operations
hazard ".
HG 00 0106 05 Page 11 of 18
f. Any Other Party
Any other person or organization who is not an
insured under Paragraphs a. through e. above, but
only with respect to liability for "bodily injury",
property damage" or "personal and advertising
injury" caused, in whole or in part, by your acts or
omissions or the acts or omissions of those acting
on your behalf:
1) In the performance of your ongoing operations;
2) In connection with your premises owned by or
rented to you; or
3) In connection with "your work" and included
Within the "products- completed operations
hazard ", but only if
a) The written contract or agreement requires
you to provide such coverage to such
additional insured; and
b) This Coverage Part provides coverage for
bodily injury" or "property damage" included
within the "products - completed operations
hazard ".
With respect to the insurance afforded to these
additional insureds, this insurance does not apply
to:
Bodily injury", "property damage" or "personal and
advertising injury" arising out of the rendering of, or
the failure to render, any professional architectural,
engineering or surveying services, including:
1) The preparing, approving, or failing to prepare
or approve, maps, shop drawings, opinions,
reports, surveys, field orders, change orders or
drawings and specifications; or
2) Supervisory, inspection, architectural or
engineering activities.
The limits of insurance that apply to additional insureds
under this provision is described in Section III — Limits
Of Insurance.
How this insurance applies when other insurance is
available to the additional insured is described in the
Other Insurance Condition in Section IV — Commercial
General Liability Conditions.
No person or organization is an insured with respect to the
conduct of any current or past partnership, joint venture or
limited liability company that is not shown as a Named
Insured in the Declarations.
SECTION 111 — LIMITS OF INSURANCE
1. The Most We will Pay
The Limits of Insurance shown in the Declarations and
the rules below fix the most we will pay regardless of
the number of:
a. Insureds;
b. Claims made or "suits" brought; or
c. Persons or organizations making claims or bringing
suits ".
2. General Aggregate Limit
The General Aggregate Limit is the most we will pay
for the sum of:
a. Medical expenses under Coverage C;
b. Damages under Coverage A, except damages
because of "bodily injury" or "property damage"
included in the "products- completed operations
hazard "; and
c. Damages under Coverage B.
3. Products - Completed Operations Aggregate Limit
The Products - Completed Operations Aggregate Limit
is the most we will pay under Coverage A for damages
because of "bodily injury" and "property damage"
included in the "products- completed operations
hazard ".
4. Personal and Advertising Injury Limit
Subject to 2. above, the Personal and Advertising
Injury Limit is the most we will pay under Coverage B
for the sum of all damages because of all "personal
and advertising injury" sustained by any one person or
organization.
5. Each Occurrence Limit
Subject to 2. or 3. above, whichever applies, the Each
Occurrence Limit is the most we will pay for the sum
of:
a. Damages under Coverage A; and
b. Medical expenses under Coverage C
because of all "bodily injury" and "property damage"
arising out of any one "occurrence ".
6. Damage To Premises Rented To You Limit
Subject to 5. above, the Damage To Premises Rented
To You Limit is the most we will pay under Coverage A
for damages because of "property damage" to any one
premises, while rented to you, or in the case of
damage by fire, lightning or explosion, while rented to
you or temporarily occupied by you with permission of
the owner.
In the case of damage by fire, lightning or explosion,
the Damage to Premises Rented To You Limit applies
to all damage proximately caused by the same event,
whether such damage results from fire, lightning or
explosion or any combination of these.
7. Medical Expense Limit
Subject to 5. above, the Medical Expense Limit is the
most we will pay under Coverage C for all medical
expenses because of "bodily injury" sustained by any
one person.
8. How Limits Apply To Additional Insureds
If you have agreed in a written contract or written
agreement that another person or organization be
Page 12 of 18 HG 00 01 06 05
added as an additional insured on your policy, the
most we will pay on behalf of such additional insured is
the lesser of:
a. The limits of insurance specified in the written
contract or written agreement; or
b. The Limits of Insurance shown in the Declarations.
Such amount shall be a part of and not in addition to
Limits of Insurance shown in the Declarations and
described in this Section.
The Limits of Insurance of this Coverage Part apply
separately to each consecutive annual period and to any
remaining period of less than 12 months, starting with the
beginning of the policy period shown in the Declarations,
unless the policy period is extended after issuance for an
additional period of less than 12 months. In that case, the
additional period will be deemed part of the last preceding
period for purposes of determining the Limits of Insurance.
SECTION IV — COMMERCIAL GENERAL LIABILITY
CONDITIONS
1. Bankruptcy
Bankruptcy or insolvency of the insured or of the
insured's estate will not relieve us of our obligations
under this Coverage Part.
2. Duties In The Event Of Occurrence, Offense, Claim
Or Suit
a. Notice Of Occurrence Or Offense
You or any additional insured must see to it that we
are notified as soon as practicable of an
occurrence" or an offense which may result in a
claim. To the extent possible, notice should include:
1) How, when and where the "occurrence" or
offense took place;
2) The names and addresses of any injured
persons and witnesses; and
3) The nature and location of any injury or damage
arising out of the "occurrence" or offense.
b. Notice Of Claim
If a claim is made or "suit" is brought against any
insured, you or any additional insured must:
1) Immediately record the specifics of the claim or
suit" and the date received; and
2) Notify us as soon as practicable.
You or any additional insured must see to it that we
receive written notice of the claim or "suit" as soon
as practicable.
c. Assistance And Cooperation Of The Insured
You and any other involved insured must:
1) Immediately send us copies of any demands,
notices, summonses or legal papers received in
connection with the claim or "suit'
2) Authorize us to obtain records and other
information;
3) Cooperate with us in the investigation or
settlement of the claim or defense against the
suit "; and
4) Assist us, upon our request, in the enforcement of
any right against any person or organization which
may be liable to the insured because of injury or
damage to which this insurance may also apply.
d. Obligations At The Insureds Own Cost
No insured will, except at that insured's own cost,
voluntarily make a payment, assume any
obligation, or incur any expense, other than for first
aid, without our consent.
e. Additional Insureds Other Insurance
If we cover a claim or "suit" under this Coverage
Part that may also be covered by other insurance
available to an additional insured, such additional
insured must submit such claim or "suit" to the
other insurer for defense and indemnity.
However, this provision does not apply to the
extent that you have agreed in a written contract or
written agreement that this insurance is primary
and non - contributory with the additional insured's
own insurance.
f. Knowledge Of An Occurrence, Offense, Claim
Or Suit
Paragraphs a. and b. apply to you or to any
additional insured only when such "occurrence ",
offense, claim or "suit" is known to:
1) You or any additional insured that is an
individual;
2) Any partner, if you or an additional insured is a
partnership;
3) Any manager, if you or an additional insured is a
limited liability company;
4) Any "executive officer" or insurance manager, if
you or an additional insured is a corporation;
5) Any trustee, if you or an additional insured is a
trust; or
6) Any elected or appointed official, if you or an
additional insured is a political subdivision or
public entity.
This duty applies separately to you and any additional
insured.
3. Legal Action Against Us
No person or organization has a right under this
Coverage Part:
a. To join us as a party or otherwise bring us into a
suit" asking for damages from an insured; or
b. To sue us on this Coverage Part unless all of its
terms have been fully complied with.
A person or organization may sue us to recover on an
agreed settlement or on a final judgment against an
insured; but we will not be liable for damages that are
not payable under the terms of this Coverage Part or
HG 00 0106 05 Page 13 of 18
that are in excess of the applicable limit of insurance.
An agreed settlement means a settlement and release
of liability signed by us, the insured and the claimant or
the claimant's legal representative.
4. Other Insurance
If other valid and collectible insurance is available to
the insured for a loss we cover under Coverages A or
B of this Coverage Part, our obligations are limited as
follows:
a. Primary Insurance
This insurance is primary except when b. below
applies. If other insurance is also primary, we will
share with all that other insurance by the method
described in c. below.
b. Excess Insurance
This insurance is excess over any of the other
insurance, whether primary, excess, contingent or
on any other basis:
1) Your Work
That is Fire, Extended Coverage, Builder's Risk,
Installation Risk or similar coverage for "your
work';
2) Premises Rented To You
That is fire, lightning or explosion insurance for
premises rented to you or temporarily occupied
by you with permission of the owner;
3) Tenant Liability
That is insurance purchased by you to cover
your liability as a tenant for "property damage"
to premises rented to you or temporarily
occupied by you with permission of the owner;
4) Aircraft, Auto Or Watercraft
If the loss arises out of the maintenance or use
of aircraft, "autos" or watercraft to the extent not
subject to Exclusion g. of Section I — Coverage
A — Bodily Injury And Property Damage Liability;
5) Property Damage to Borrowed Equipment Or
Use Of Elevators
If the loss arises out of "property damage" to
borrowed equipment or the use of elevators to
the extent not subject to Exclusion j. of Section
Coverage A - Bodily Injury And Property
Damage Liability;
6) When You Are Added As An Additional
Insured To Other Insurance
Any other insurance available to you covering
liability for damages arising out of the premises
or operations, or products and completed
operations, for which you have been added as
an additional insured by that insurance; or
7) When You Add Others As An Additional
Insured To This Insurance
Any other insurance available to an additional
insured.
However, the following provisions apply to other
insurance available to any person or
organization who is an additional insured under
this coverage part.
a) Primary Insurance When Required By
Contract
This insurance is primary if you have agreed
in a written contract or written agreement
that this insurance be primary. If other
insurance is also primary, we will share with
all that other insurance by the method
described in c. below.
b) Primary And Non - Contributory To Other
Insurance When 'Required, By Contract
If you have agreed in a written contract,
written agreement, or permit that this
insurance is primary and non - contributory
with the additional insured's own insurance,
this insurance is primary and we will not
seek contribution from that other insurance.
Paragraphs (a) and (b) do not apply to other
insurance to which the additional insured has
been added as an additional insured.
When this insurance is excess, we will have no
duty under Coverages A or B to defend the insured
against any "suit" if any other insurer has a duty to
defend the insured against that "suit ". If no other
insurer defends, we will undertake to do so, but we
will be entitled to the insured's rights against all
those other insurers.
When this insurance is excess over other
insurance, we will pay only our share of the amount
of the loss, if any, that exceeds the sum of:
1) The total amount that all such other insurance
would pay for the loss in the absence of this
insurance; and
2) The total of all deductible and self- insured
amounts under all that other insurance.
We will share the remaining loss, if any, with any
other insurance that is not described in this Excess
Insurance provision and was not bought specifically
to apply in excess of the Limits of insurance shown
in the Declarations of this Coverage Part.
c. Method Of Sharing
If all of the other insurance permits contribution by
equal shares, we will follow this method also. Under
this approach each insurer contributes equal
amounts until it has paid its applicable limit of
insurance or none of the loss remains, whichever
comes first.
Page 14 of 18 HG 00 0106 05
If any of the other insurance does not permit
contribution by equal shares, we will contribute by
limits. Under this method, each insurer's share is
based on the ratio of its applicable limit of
insurance to the total applicable limits of insurance
of all insurers.
5. Premium Audit
a. We will compute all premiums for this Coverage
Part in accordance with our rules and rates.
b. Premium shown in this Coverage Part as advance
premium is a deposit premium only. At the close of
each audit period we will compute the earned
premium for that period and send notice to the first
Named Insured. The due date for audit and
retrospective premiums is the date shown as the
due date pn the bill. If the sum of the advance and
audit premiums paid for the policy period is greater
than the earned premium, we will return the excess
to the first Named Insured.
c. The first Named Insured must keep records of the
information we need for premium computation, and
send us copies at such times as we may request.
6. Representations
a. When You Accept This Policy
By accepting this policy, you agree:
1) The statements in the Declarations are accurate
and complete;
2) Those statements are based upon
representations you made to us; and
3) We have issued this policy in reliance upon your
representations.
b. Unintentional Failure To Disclose Hazards
If unintentionally you should fail to disclose all
hazards relating to the conduct of your business
that exist at the inception date of this Coverage
Part, we shall not deny coverage under this
Coverage Part because of such failure.
7. Separatign° Of Insureds
Except with respect to the Limits of Insurance, and any
rights or duties specifically assigned in this Coverage
Part to the first Named Insured, this insurance applies:
a. As if each Named Insured were the only Named
Insured; and
b. Separately to each insured against whom claim is
made or "suit" is brought.
8. Transfer Of Rights Of Recovery Against Others To
Us
a. Transfer of Rights Of Recovery
If the insured has rights to recover all or part of any
payment, including Supplementary Payments, we
have made under this Coverage Part, those rights
are transferred to us. The insured must do nothing
after loss to impair them. At our request, the
insured will bring "suit" or transfer those rights to us
and help us enforce them.
b. Waiver Of Rights Of Recovery (Waiver Of
Subrogation)
If the insured has waived any rights of recovery
against any person or organization for all or part of
any payment, including Supplementary Payments,
we have made under this Coverage Part, we also
waive that right, provided the insured waived their
rights of recovery against such person or
organization in a contract, agreement or permit that
was executed prior to the injury or damage.
9. When We Do Not Renew
If we decide not to renew this Coverage Part, we will
mail or deliver to the first Named Insured shown in the
Declarations written notice of the nonrenewal not less
than 30 days before the expiration date.
If notice is mailed, proof of mailing will be sufficient
proof of notice.
SECTION V — DEFINITIONS
1. "Advertisement" means the widespread public
dissemination of information or images that has the
purpose of inducing the sale of goods, products or
services through:
a. (1) Radio;
2) Television;
3) Billboard;
4) Magazine;
5) Newspaper; or
b. Any other publication that is given widespread
public distribution.
However, "advertisement" does not include:
a. The design, printed material, information or images
contained in, on or upon the packaging or labeling
of any goods or products; or
b. An interactive conversation between or among
persons through a computer network.
2. "Advertising idea" means any idea for an
advertisement ".
3. "Asbestos hazard" means an exposure or threat of
exposure to the actual or alleged properties of
asbestos and includes the mere presence of asbestos
in any form.
4. "Auto" means a land motor vehicle, trailer or semitrailer
designed for travel on public roads, including any
attached machinery or equipment. But "auto" does not
include "mobile equipment'.
5. "Bodily injury" means physical:
a. Injury;
b. Sickness; or
c. Disease
sustained by a person and, if arising out of the above,
mental anguish or death at any time.
HG 00 0106 05 Page 15 of 18
6. "Coverage territory" means:
7
8.
a. The United States of America (including its territories
and possessions), Puerto Rico and Canada;
b. International waters or airspace, but only if the
injury or damage occurs in the course of travel or
transportation between any places included in a.
above; or
c. All other parts of the world if the injury or damage
arises out of:
1) Goods or products made or sold by you in the
territory described in a. above;
2) The activities of a person whose home is in the
territory described in a. above, but is away for a
short time on your business; or
3) "Personal and advertising injury" offenses that
take place through the Internet or similar
electronic means of communication
provided the insured's responsibility to pay damages is
determined in the United States of America (including its
territories and possessions), Puerto Rico or Canada, in a
suit" on the merits according to the substantive law in
such territory or in a settlement we agree to.
Employee" includes a "leased worker". "Employee"
does not include a "temporary worker ".
Employment - Related Practices" means:
a. Refusal to employ a person;
b. Termination of a person's employment; or
c. Employment- related practices, policies, acts or
omissions, such as coercion, demotion, evaluation,
reassignment, discipline, defamation, harassment,
humiliation or discrimination directed at a person.
9. "Executive officer" means a person holding any of the
officer positions created by your charter, constitution,
by -laws or any other similar governing document.
10. "Hostile fire" means one which becomes uncontrollable
or breaks out from where it was intended to be.
11. "Impaired property" means tangible property, other
than "your product" or "your work ", that cannot be used
or is less useful because:
a. It incorporates "your product" or "your work" that is
known or thought to be defective, deficient,
inadequate or dangerous; or
b. You have failed to fulfill the terms of a contract or
agreement;
if such property can be restored to use by:
a. The repair, replacement, adjustment or removal of
your product" or "your work "; or
b. Your fulfilling the terms of the contract or agreement.
12. "Insured contract" means:
a. A contract for a lease of premises. However, that
portion of the contract for a lease of premises that
indemnifies any person or organization for damage
by fire, lightning or explosion to premises while
rented to you or temporarily occupied by you with
permission of the owner is subject to the Damage
to Premises Rented To You Limit described in
Section 111 — Limits of Insurance;
b. A sidetrack agreement;
c. Any easement or license agreement, including an
easement or license agreement in connection with
construction or demolition operations on or within
50 feet of a railroad;
d. An obligation, as required by ordinance, to
indemnify a municipality, except in connection with
work for a municipality;
e. An elevator maintenance agreement;
f. That part of any other contract or agreement
pertaining to your business (including an
indemnification of a municipality in connection with
work performed for a municipality) under which you
assume the tort liability of another party to pay for
bodily injury" or "property damage" to a third
person or organization, provided the "bodily injury"
or "property damage" is caused, in whole or in part,
by you or by those acting on your behalf. Tort
liability means a liability that would be imposed by
law in the absence of any contract or agreement.
Paragraph f. includes that part of any contract or
agreement that indemnifies a railroad for "bodily
injury" or "property damage" arising out of
construction or demolition operations, within 50 feet
of any railroad property and affecting any railroad
bridge or trestle, tracks, road -beds, tunnel,
underpass or crossing.
However, Paragraph f. does not include that part of
any contract or agreement:
1) That indemnifies an architect, engineer or
surveyor for injury or damage arising out of:
a) Preparing, approving, or failing to prepare or
approve, maps, shop drawings, opinions,
reports, surveys, field orders, change orders
or drawings and specifications; or
b) Giving directions or instructions, or failing to
give them, if that is the primary cause of the
injury or damage; or
2) Under which the insured, if an architect, engineer
or surveyor, assumes liability for an injury or
damage arising out of the insured's rendering or
failure to render professional services, including
those listed in (1) above and supervisory,
inspection, architectural or engineering activities.
13. "Leased worker" means a person leased to you by a
labor leasing firm under an agreement between you
and the labor leasing firm, to perform duties related to
the conduct of your business. "Leased worker" does
not include a "temporary worker".
14. "Loading or unloading" means the handling of property:
a. After it is moved from the place where it is accepted
for movement into or onto an aircraft, watercraft or
auto";
Page 16 of 18 HG 00 0106 05
b. While it is in or on an aircraft, watercraft or "auto ";
or
c. While it is being moved from an aircraft, watercraft
or "auto" to the place where it is finally delivered;
but "loading or unloading" does not include the
movement of property by means of a mechanical
device, other than a hand truck, that is not attached to
the aircraft, watercraft or "auto ".
15. "Mobile equipment" means any of the following types
of land vehicles, including any attached machinery or
equipment:
a. Bulldozers, farm machinery, forklifts and other
vehicles designed for use principally off public
roads;
b. Vehicles maintained for use solely on or next to
premises you own or rent;
c. Vehicles that travel on crawler treads;
d. Vehicles, whether self - propelled or not, maintained
primarily to provide mobility to permanently
mounted:
1) Power cranes, shovels, loaders, diggers or
drills; or
2) Road construction or resurfacing equipment
such as graders, scrapers or rollers;
e. Vehicles not described in a., b., c. or d. above that
are not self - propelled and are maintained primarily
to provide mobility to permanently 'attached
equipment of the following types:
1) Air compressors, pumps and generators,
including spraying, welding, building cleaning,
geophysical exploration, lighting and well
servicing equipment; or
2) Cherry pickers and similar devices used to raise
or lower workers;
f. Vehicles not described in a., b., c. or d. above
maintained primarily for purposes other than the
transportation of persons or cargo.
However, self - propelled vehicles with the following
types of permanently attached equipment are not
mobile equipment" but will be considered "autos ":
1) Equipment, of at least 1,000 pounds gross
vehicle weight, designed primarily for:
a) Snow removal;
b) Road maintenance, but not construction or
resurfacing; or
c) Street cleaning;
2) Cherry pickers and similar devices mounted on
automobile or truck chassis and used to raise or
lower workers; and
3) Air compressors, pumps and generators,
including spraying, welding, building cleaning,
geophysical exploration, lighting and well
servicing equipment.
16. "Occurrence" means an accident, including continuous
or repeated exposure to substantially the same general
harmful conditions.
17. "Personal and advertising injury" means injury,
including consequential "bodily injury", arising out of
one or more of the following offenses:
a. False arrest, detention or imprisonment;
b. Malicious prosecution;
c. The wrongful eviction from, wrongful entry into, or
invasion of the right of private occupancy of a room,
dwelling or premises that a person occupies,
committed by or on behalf of its owner, landlord or
lessor,
d. Oral, written or electronic publication of material
that slanders or libels a person or organization or
disparages a person's or organization's goods,
products or services;
e. Oral, written or electronic publication of material
that violates a person's right of privacy;
f. Copying, in your "advertisement ", a person's or
organization's "advertising idea" or style of
advertisement ";
g. Infringement of copyright, slogan, or title of any
literary or artistic work, in your "advertisement "; or
h. Discrimination or humiliation that results in injury to
the feelings or reputation of a natural person.
18. "Pollutants" mean any solid, liquid, gaseous or thermal
irritant or contaminant, including smoke, vapor, soot,
fumes, acids, alkalis, chemicals and waste. Waste
includes materials to be recycled, reconditioned or
reclaimed.
19. "Products- completed operations hazard ":
a. Includes all "bodily injury" and "property damage"
occurring away from premises you own or rent and
arising out of "your product" or "your work" except:
1) Products that are still in your physical
possession; or
2) Work that has not yet been completed or
abandoned. However, "your work" will be
deemed completed at the earliest of the
following times:
a) When all of the work called for in your
contract has been completed.
b) When all of the work to be done at the job
site has been completed if your contract
calls for work at more than one job site.
c) When that part of the work done at a job site
has been put to its intended use by any
person or organization other than another
contractor or subcontractor working on the
same project.
Work that may need service, maintenance,
correction, repair or replacement, but which is
otherwise complete, will be treated as
completed.
HG 00 01 06 05 Page 17 of 18
b. Does not include "bodily injury" or "property
damage" arising out of:
1) The transportation of property, unless the
injury or damage arises out of a condition in or
on a vehicle not owned or operated by you,
and that condition was created by the "loading
or unloading" of that vehicle by any insured;
2) The existence of tools, uninstalled equipment
or abandoned or unused materials; or
3) Products or operations for which the
classification, listed in the Declarations or in a
policy schedule, states that products -
completed operations are subject to the
General Aggregate Limit.
20. "Property damage" means:
a. Physical injury to tangible property, including all
resulting loss of use of that property. All such loss
of use shall be deemed to occur at the time of the
physical injury that caused it; or
b. Loss of use of tangible property that is not
physically injured. All such loss of use shall be
deemed to occur at the time of the "occurrence"
that caused it.
As used in this definition, computerized or
electronically stored data, programs or software are
not tangible property. Electronic data means
information, facts or programs:
a. Stored as or on;
b. Created or used on; or
c. Transmitted to or from;
computer software, including systems and
applications software, hard or floppy disks, CD-
ROMS, tapes, drives, cells, data processing devices
or any other media which are used with electronically
controlled equipment.
21. "Suit" means a civil proceeding in which damages
because of "bodily injury", "property damage" or
personal and advertising injury" to which this
insurance applies are alleged. "Suit" includes:
a. An arbitration proceeding in which such damages
are claimed and to which the insured must submit
or does submit with our consent; or
b. Any other alternative dispute resolution
proceeding in which such damages are claimed
and to which the insured submits with our
consent.
22. "Temporary worker" means a person who is
furnished to you to substitute for a permanent
employee" on leave or to meet seasonal or short-
term workload conditions.
23. "Volunteer worker" means a person who
a. Is not your "employee ";
b. Donates his or her work;
c. Acts at the direction of and within the scope of
duties determined by you; and
d. Is not paid a fee, salary or other compensation by
you or anyone else for their work performed for
you.
24. "Your product":
a. Means:
1) Any goods or products, other than real
property, manufactured, sold, handled,
distributed or disposed of by:
a) You;
b) Others trading under your name; or
c) A person or organization whose business
or assets you have acquired; and
2) Containers (other than vehicles), materials,
parts or equipment furnished in connection
with such goods or products.
b. Includes
1) Warranties or representations made at any
time with respect to the fitness, quality,
durability, performance or use of "your
product "; and
2) The providing of or failure to provide warnings
or instructions.
c. Does not include vending machines or other
property rented to or located for the use of others
but not sold.
25. "Your work ":
a. Means:
1) Work or operations performed by you or on
your behalf; and
2) Materials, parts or equipment furnished in
connection with such work or operations.
b. Includes
1) Warranties or representations made at any
time with respect to the fitness, quality,
durability, performance or use of "your work ",
and
2) The providing of or failure to provide warnings
or instructions.
Page 18 of 18 HG 00 0106 05
Policy No. 52UUNPT3504 COMMERCIAL_ AUTOMOBILE
HA 99 16 03 12
THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY.
COOLIMERCIAL AUTOMOBILE BROAD • '
ENDORSEMENT
This endorsement modifies insurance provided under the following:
BUSINESS AUTO COVERAGE FORM
To the extent that the provisions of this endorsement provide broader benefits to the "insured" than other
provisions of the Coverage Form, the provisions of this endorsement apply.
A. Subsidiaries and Newly Acquired or
Formed Organizations
The Named Insured shown in the
Declarations is amended to include:
1) Any legal business entity other than a
partnership or joint venture, formed as a
subsidiary in which you have an
ownership interest of more than 50% on
the effective date of the Coverage Form.
However, the Named Insured does not
include any subsidiary that is an
insured" under any other automobile
policy or would be an "insured" under
such a policy but for its termination or
the exhaustion of its Limit of Insurance.
2) Any organization that is acquired or
formed by you and over which you
maintain majority ownership. However,
the Named Insured does not include any
newly formed or acquired organization:
a) That is a partnership or joint
venture,
b) That is an "insured" under any other
policy,
c) That has exhausted its Limit of
Insurance under any other policy, or
d) 180 days or more after its
acquisition or formation by you,
unless you have given us notice of
the acquisition or formation.
Coverage does not apply to "bodily
injury" or "property damage" that results
from an "accident" that occurred before
you formed or acquired the organization.
B. Employees as Insureds
Paragraph A.1. - WHO IS AN INSURED - of
SECTION II - LIABILITY COVERAGE is
amended to add:
d. Any "employee" of yours while using a
covered "auto" you don't own, hire or
borrow in your business or your
personal affairs.
C. Lessors as Insureds
Paragraph A.1. - WHO IS AN INSURED - of
Section II - Liability Coverage is amended to
add:
e. The lessor of a covered "auto" while the
auto" is leased to you under a written
agreement if:
1) The agreement requires you to
provide direct primary insurance for
the lessor and
2) The "auto" is leased without a driver.
Such a leased "auto" will be considered a
covered "auto" you own and not a covered
auto" you hire.
D. Additional Insured if Required by Contract
1) Paragraph A.1. - WHO IS AN INSURED
of Section II - Liability Coverage is
amended to add:
f. When you have agreed, in a written
contract or written agreement, that a
person or organization be added as
an additional insured on your
business auto policy, such person or
organization is an "insured ", but only
to the extent such person or
organization is liable for "bodily
injury" or "property damage" caused
by the conduct of an "insured" under
paragraphs a. or b. of Who Is An
Insured with regard to the
ownership, maintenance or use of a
covered "auto."
2011, The Hartford (Includes copyrighted material
Form HA 9916 0312 of ISO Properties, Inc., with its permission.) Page 1 of 5
The insurance afforded to any such E. Primary and Non - Contributory if
additional insured applies only if the Required by Contract
bodily injury" or "property damage" Only with respect to insurance provided to
occurs: an additional insured in 1.D. - Additional
1) During the policy period, and Insured If Required by Contract, the
2) Subsequent to the execution of such following provisions apply:
written contract, and 3) Primary Insurance When Required By
3) Prior to the expiration of the period Contract
of time that the written contract This insurance is primary if you have
requires such insurance be provided agreed in a written contract or written
to the additional insured. agreement that this insurance be
2) How Limits Apply primary. If other insurance is also
primary, we will share with all that other
If you have agreed in a written contract insurance by the method described in
or written agreement that another Other Insurance 5.d.
person or organization be added as an
additional insured on your policy, the 4) Primary And Non - Contributory To Other
most we will pay on behalf of such Insurance When Required By Contract
additional insured is the lesser of: If you have agreed in a written contract
a) The limits of insurance specified in or written agreement that this insurance
the written contract or written is primary and non- contributory with the
agreement; or
additional insured's own insurance, this
b) The Limits of Insurance shown in insurance is primary and we will not
seek contribution from that other
the Declarations. insurance.
Such amount shall be a part of and not Paragraphs (3) and (4) do not apply to otherinadditiontoLimitsofInsuranceshowninsurancetowhichtheadditionalinsured
in the Declarations and described in this has been added as an additional insured.
Section.
When this insurance is excess, we will have no
3) Additional Insureds Other Insurance duty to defend the insured against any "suit" if
If we cover a claim or "suit" under this any other insurer has a duty to defend the
Coverage Part that may also be covered insured against that "suit ". If no other insurer
by other insurance available to an defends, we will undertake to do so, but we will
additional insured, such additional be entitled to the insured's rights against all
insured must submit such claim or "suit" those other insurers.
to the other insurer for defense and When this insurance is excess over other
indemnity. insurance, we will pay only our share of the
However, this provision does not apply amount of the loss, if any, that exceeds the sum
to the extent that you have agreed in a of:
written contract or written agreement 1) The total amount that all such other
that this insurance is primary and non- insurance would pay for the loss in the
contributory with the additional insured's absence of this insurance; and
own insurance.
2) The total of all deductible and self- insured
4) Duties in The Event Of Accident, Claim, amounts under all that other insurance.
Suitor Loss
We will share the remaining loss, if any, by theIfyouhaveagreedinawrittencontractmethoddescribedinOtherInsurance5.d.
or written agreement that another
person or organization be added as an 2• AUTOS RENTED BY EMPLOYEES
additional insured on your policy, the Any "auto" hired or rented by your "employee"
additional insured shall be required to on your behalf and at your direction will be
comply with the provisions in LOSS considered an "auto" you hire.
CONDITIONS 2. - DUTIES IN THE The OTHER INSURANCE Condition is amended
EVENT OF ACCIDENT, CLAIM , SUIT by adding the following:
OR LOSS — OF SECTION IV —
BUSINESS AUTO CONDITIONS, in the
same manner as the Named Insured.
2011, The Hartford (Includes copyrighted material
Form HA 9916 0312 of ISO Properties, Inc., with its permission.) Page 2 of 5
If an "employee's" personal insurance also 5. PHYSICAL DAMAGE - ADDITIONAL
applies on an excess basis to a covered "auto" TEMPORARY TRANSPORTATION EXPENSE
hired or rented by your "employee" on your COVERAGE
behalf and at your direction, this insurance will Paragraph AA.a. of SECTION III - PHYSICAL
be primary to the "employee's" personal DAMAGE COVERAGE is amended to provide a
insurance. limit of $50 per day and a maximum limit of
3. AMENDED FELLOW EMPLOYEE EXCLUSION 1,000.
EXCLUSION 5. - FELLOW EMPLOYEE - of 6. LOAN /LEASE GAP COVERAGE
SECTION 11 - LIABILITY COVERAGE does not Under SECTION III - PHYSICAL DAMAGE
apply if you have workers' compensation COVERAGE, in the event of a total "loss" to a
insurance in -force covering all of your covered "auto ", we will pay your additional legal
employees ". obligation for any difference between the actual
Coverage is excess over any other collectible cash value of the "auto" at the time of the "loss"
insurance. and the "outstanding balance" of the loan /lease.
4. HIRED AUTO PHYSICAL DAMAGE COVERAGE Outstanding balance" means the amount you
If hired "autos" are covered "autos" for Liability owe on the loan /lease at the time of "loss" less
Coverage and if Comprehensive, Specified any amounts representing taxes; overdue
Causes of Loss, or Collision coverages are payments; penalties, interest or charges
provided under this Coverage Form for any resulting from overdue payments; additional
auto" you own, then the Physical Damage mileage charges; excess wear and tear charges;
Coverages provided are extended to "autos" you lease termination fees; security deposits not
hire or borrow, subject to the following limit. returned by the lessor; costs for extended
warranties, credit life Insurance health, accident
The most we will pay for "loss" to any hired or disability insurance purchased with the loan or
auto" is:
lease; and carry-over balances from previous
1) $100,000; loans or leases.
2) The actual cash value of the damaged or 7. AIRBAG COVERAGE
stolen property at the time of the "loss "; or Under Paragraph B. EXCLUSIONS - of
3) The cost of repairing or replacing the SECTION III - PHYSICAL DAMAGE
damaged or stolen property, COVERAGE, the following is added:
whichever is smallest, minus a deductible. The The exclusion relating to mechanical breakdown
deductible will be equal to the largest deductible does not apply to the accidental discharge of an
applicable to any owned "auto" for that airbag.
coverage. No deductible applies to "loss" caused g, ELECTRONIC EQUIPMENT - BROADENED
by fire or lightning. Hired Auto Physical Damage COVERAGE
coverage is excess over any other collectible
insurance. Subject to the above limit, deductible a. The exceptions to Paragraphs B.4 -
and excess provisions, we will provide coverage EXCLUSIONS - of SECTION III - PHYSICAL
equal to the broadest coverage applicable to any DAMAGE COVERAGE are replaced by the
covered "auto" you own. following:
We will also cover loss of use of the hired "auto" Exclusions 4.c. and 4.d. do not apply to
if it results from an "accident ", you are legally equipment designed to be operated solely
liable and the lessor incurs an actual financial by use of the power from the "auto's"
loss, subject to a maximum of $1000 per electrical system that, at the time of "loss ",
accident". is:
This extension of coverage does not apply to 1) Permanently installed in or upon
any "auto" you hire or borrow from any of your the covered "auto ";
employees ", partners (if you are a partnership), 2) Removable from a housing unit
members (if you are a limited liability company), which is permanently installed in
or members of their households. or upon the covered "auto';
3) An integral part of the same unit
housing any electronic
equipment described in
Paragraphs (1) and (2) above; or
2011, The Hartford (Includes copyrighted material
Form HA 9916 0312 of ISO Properties, Inc., with its permission.) Page 3 of 5
4) Necessary for the normal
operation of the covered "auto" or
the monitoring of the covered
auto's" operating system.
b.Section 111 — Version CA 00 01 03 10 of the
Business Auto Coverage Form, Physical
Damage Coverage, Limit of Insurance,
Paragraph C.2 and Version CA 00 01 10 01 of
the Business Auto Coverage Form, Physical
Damage Coverage, Limit of Insurance,
Paragraph C are each amended to add the
following:
1,500 is the most we will pay for "loss" in
any one "accident" to all electronic
equipment (other than equipment designed
solely for the reproduction of sound, and
accessories used with such equipment)
that reproduces, receives or transmits
audio, visual or data signals which, at the
time of "loss ", is:
1) Permanently installed in or upon
the covered "auto" in a housing,
opening or other location that is not
normally used by the "auto"
manufacturer for the installation of
such equipment;
2) Removable from a permanently
installed housing unit as described
in Paragraph 2.a. above or is an
integral part of that equipment; or
3) An integral part of such equipment.
c. For each covered "auto ", should loss be limited
to electronic equipment only, our obligation to
pay for, repair, return or replace damaged or
stolen electronic equipment will be reduced by
the applicable deductible shown in the
Declarations, or $250, whichever deductible is
less.
9. EXTRA EXPENSE - BROADENED
COVERAGE
Under Paragraph A. - COVERAGE - of SECTION
III - PHYSICAL DAMAGE COVERAGE, we will
pay for the expense of returning a stolen covered
auto" to you.
10. GLASS REPAIR -WAIVER OF DEDUCTIBLE
Under Paragraph D. - DEDUCTIBLE - of SECTION
111 - PHYSICAL DAMAGE COVERAGE, the
following is added:
If another Hartford Financial Services Group,
Inc. company policy or coverage form that is not
an automobile policy or coverage form applies to
the same "accident ", the following applies:
1) If the deductible under this Business Auto
Coverage Form is the smaller (or smallest)
deductible, it will be waived;
2) If the deductible under this Business Auto
Coverage Form is not the smaller (or
smallest) deductible, it will be reduced by
the amount of the smaller (or smallest)
deductible.
12. AMENDED DUTIES IN THE EVENT OF
ACCIDENT, CLAIM, SUIT OR LOSS
The requirement in LOSS CONDITIONS 2.a. -
DUTIES IN THE EVENT OF ACCIDENT,CLAIM,
SUIT OR LOSS - of SECTION IV - BUSINESS
AUTO CONDITIONS that you must notify us of
an "accident" applies only when the "accident" is
known to:
1) You, if you are an individual;
2) A partner, if you are a partnership;
3) A member, if you are a limited liability
company; or
4) An executive officer or insurance manager, if
you are a corporation.
13. UNINTENTIONAL FAILURE TO DISCLOSE
HAZARDS
If you unintentionally fail to disclose any hazards
existing at the inception date of your policy, we
will not deny coverage under this Coverage
Form because of such failure.
14. HIRED AUTO - COVERAGE TERRITORY
Paragraph e. of GENERAL CONDITIONS 7. -
POLICY PERIOD, COVERAGE TERRITORY -
of SECTION IV - BUSINESS AUTO
CONDITIONS is replaced by the following:
e. For short-term hired "autos ", the coverage
territory with respect to Liability Coverage is
anywhere in the world provided that if the
insured's" responsibility to pay damages for
bodily injury" or "property damage" is
determined in a "suit," the "suit" is brought in
the United States of America, the territories
and possessions of the United States of
America, Puerto Rico or Canada or in a
settlement we agree to.
No deductible applies to glass damage if the 15. WAIVER OF SUBROGATION
glass is repaired rather than replaced. TRANSFER OF RIGHTS OF RECOVERY
11. TWO OR MORE DEDUCTIBLES AGAINST OTHERS TO US - of SECTION IV -
Under Paragraph D. - DEDUCTIBLE - of SECTION BUSINESS AUTO CONDITIONS is amended by
III - PHYSICAL DAMAGE COVERAGE, the adding the following:
following is added:
2011, The Hartford (Includes copyrighted material
Form HA 9916 0312 of ISO Properties, Inc., with its permission.) Page 4 of 5
We waive any right of recovery we may have
against any person or organization with whom
you have a written contract that requires such
waiver because of payments we make for
damages under this Coverage Form.
16. RESULTANT MENTAL ANGUISH COVERAGE
The definition of "bodily injury" in SECTION V-
DEFINITIONS is replaced by the following:
Bodily injury" means bodily injury, sickness or
disease sustained by any person, including
mental anguish or death resulting from any of
these.
17. EXTENDED CANCELLATION CONDITION
Paragraph 2. of the COMMON POLICY
CONDITIONS - CANCELLATION - applies
except as follows:
If we cancel for any reason other than
nonpayment of premium, we will mail or deliver
to the first Named Insured written notice of
cancellation at least 60 days before the effective
date of cancellation.
18. HYBRID, ELECTRIC, OR NATURAL GAS
VEHICLE PAYMENT COVERAGE
In the event of a total loss to a "non- hybrid" auto
for which Comprehensive, Specified Causes of
Loss, or Collision coverages are provided under
this Coverage Form, then such Physical
Damage Coverages are amended as follows:
a. If the auto is replaced with a "hybrid" auto or
an auto powered solely by electricity or natural
gas, we will pay an additional 10 %, to a
maximum of $2,500, of the "non- hybrid" auto's
actual cash value or replacement cost,
whichever is less,
b.The auto must be replaced and a copy of a bill
of sale or new lease agreement received by us
within 60 calendar days of the date of "loss,"
c. Regardless of the number of autos deemed a
total loss, the most we will pay under this
Hybrid, Electric, or Natural Gas Vehicle
Payment Coverage provision for any one
loss" is $10,000.
For the purposes of the coverage provision,
a.A "non - hybrid" auto is defined as an auto that
uses only an internal combustion engine to
move the auto but does not include autos
powered solely by electricity or natural gas.
b.A "hybrid" auto is defined as an auto with an
internal combustion engine and one or more
electric motors; and that uses the internal
combustion engine and one or more electric
motors to move the auto, or the internal
combustion engine to charge one or more
electric motors, which move the auto.
19. VEHICLE WRAP COVERAGE
In the event of a total loss to an "auto" for which
Comprehensive, Specified Causes of Loss, or
Collision coverages are provided under this
Coverage Form, then such Physical Damage
Coverages are amended to add the following:
In addition to the actual cash value of the "auto ",
we will pay up to $1,000 for vinyl vehicle wraps
which are displayed on the covered "auto" at the
time of total loss. Regardless of the number of
autos deemed a total loss, the most we will pay
under this Vehicle Wrap Coverage provision for
any one "loss" is $5,000. For purposes of this
coverage provision, signs or other graphics
painted or magnetically affixed to the vehicle are
not considered vehicle wraps.
2011, The Hartford (Includes copyrighted material
Form HA 9916 0312 of ISO Properties, Inc., with its permission.) Page 5 of 5
n
THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY.
WAIVER OF OUR RIGHT TO RECOVER FROM
OTHERS ENDORSEMENT - CALIFORNIA
Policy Number: 52 WE AB7923 Endorsement Number:
Effective Date: 01 / 01 / 18 Effective hour is the same as stated on the Information Page of the policy.
Named Insured and Address: KITTELSON & ASSOCIATES, INC.
851 SW 6th Avenue, Suite 600
PORTLAND, OR 97204
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
premium otherwise due on such remuneration.
Person or Organization
BLANKET WAIVER FOR ALL
WRITTEN CONTRACT
ti 041I1I4
Countersigned by
2 % of the California workers' compensation
Job Description
ENTITIES AS REQUIRED BY
Authorized Representative
Form WC 04 03 06 (1) Printed in U.S.A.
Process Date: Policy Expiration Date: 01/01/19
BUSINESS LICENSE
The Licensee paid to the City of Dublin the required business license
fee and is hereby granted a license for the period stated, to conduct,
carry on or engage in the business set forth herein, in conformity
with Dublin Municipal Code 4.04 within the City limits.
Licensee: KITTELSON & ASSOCIATES INC
Location: 155 GRAND AVE
SUITE 900
Owner(s): MARK VANDEHEY, LAWRENCE VAN DYI,
KITTELSON & ASSOCIATES INC
610 SW ALDER ST
SUITE 900 -
PORTLAND, OR 97205
City of Dublin
100 Civic Plaza
Dublin, CA 94568
925) 833 -6620
DESCRIPTION:
Transportation Engineering, Planning &
Research
Number: BL- 110332
Effective Date: 10/1/2017
Expiration Date: 9/30/2018
TO BE POSTED IN A CONSPICUOUS PLACE • NOT TRANSFERABLE
F21