BVNA SOQ 1 Service Provider Agreement
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SERVICE PROVIDER AGREEMENT
This SERVICE PROVIDER AGREEMENT (“Agreement”) is entered into this ____ day of _________ 20___ (“Effective Date”), by and between the CITY OF ALAMEDA, a municipal corporation (“the City”), and BUREAU VERITAS NORTH AMERICA, INC., a Delaware, Corporation, whose address is 180 Promenade Circle, Suite 150 Sacramento CA 95834 (“Provider”), in reference to the following facts and circumstances:
RECITALS
A. The City is a municipal corporation duly organized and validly existing under the laws of the State of California with the power to carry on its business as it is now being conducted under the statutes of the State of California and the Charter of the City.
B. The City is in need of the following services: On-call consulting services in plan review, inspections, code enforcement, & permitting and administrative services. City staff reached out to three (3) qualified firms, they were interviewed and selected the service provider that best met the City’s needs.
C. Provider is specially trained, experienced and competent to perform the special services which will be required by this Agreement.
D. The City and Provider desire to enter into an agreement for on-call consulting services on various municipal services, upon the terms and conditions herein.
AGREEMENT
NOW, THEREFORE, in consideration of the forgoing, which are incorporated herein by reference, and for good and valuable consideration, the receipt and adequacy of which are hereby acknowledged, the City and Provider agree as follows:
1. TERM:
The term of this Agreement shall commence on the _____ day of _______ 20___, and shall terminate on the 30 day of June 2028, unless terminated earlier as set forth herein.
2. SERVICES TO BE PERFORMED:
Provider agrees to do all necessary work at its own cost and expense, to furnish all labor, tools, equipment, materials, except as otherwise specified, and to do all necessary work included in Exhibit A as requested. Provider acknowledges that the work plan included in Exhibit A is tentative and does not commit the City to request Provider to perform all tasks included therein.
3. COMPENSATION TO PROVIDER:
a. By the 7 th day of each month, Provider shall submit to the City an invoice for the total amount of work done the previous month. Pricing and accounting of charges are to be Docusign Envelope ID: 1381D85C-0206-4AF3-9FE0-C5DFAEC8705E
ORIGINAL
28 October 24
28 October 24
TM: 5250167Exhibit 1
BVNA SOQ 2 Service Provider Agreement
G:\Building\ACCOUNTING\Contracts\Current Contracts\BVNA Version 08-22-24 according to the fee schedule as set forth in Exhibit B and incorporated herein by this reference.
Extra work must be approved in writing by the City Manager or their designee prior to performance and shall be paid on a Time and Material basis as set forth in Exhibit B. b. Compensation for this contract shall not exceed $74,999.
4. TIME IS OF THE ESSENCE:
Provider and the City agree that time is of the essence regarding the performance of this Agreement.
5. STANDARD OF CARE:
Provider shall perform all services under this Agreement in a skillful and competent manner, consistent with the standards generally recognized as being employed by professionals in the same discipline in the State of California. Provider represents that it is skilled in the professional calling necessary to perform all services contracted for in this Agreement. Provider further represents that all of its employees and subcontractors shall have sufficient skill and experience to perform the duties assigned to them pursuant to and in furtherance this Agreement.
Provider further represents that it (and its employees and subcontractors) have all licenses, permits, qualifications, and approvals of whatever nature that are legally required to perform the services (including a City Business License, as needed); and that such licenses and approvals shall be maintained throughout the term of this Agreement. As provided for in the indemnification provisions of this Agreement, Provider shall perform (at its own cost and expense and without reimbursement from the City) any services necessary to correct errors or omissions which are caused by Provider’s failure to comply with the standard of care provided for herein. Any employee of the Provider or its sub-providers who is determined by the City to be uncooperative, incompetent, a threat to the adequate or timely completion of any services under this Agreement, or a threat to the safety of persons or property (or any employee who fails or refuses to perform the services in a manner acceptable to the City) shall be promptly removed by the Provider and shall not be re-employed to perform any further services under this Agreement.
6. INDEPENDENT PARTIES:
Provider hereby declares that Provider is engaged as an independent business and Provider agrees to perform the services as an independent contractor. The manner and means of conducting the services and tasks are under the control of Provider except to the extent they are limited by statute, rule or regulation and the express terms of this Agreement. No civil service status or other right of employment will be acquired by virtue of Provider’s services. None of the benefits provided by the City to its employees, including but not limited to unemployment insurance, workers’ compensation plans, vacation and sick leave, are available from the City to Provider, its employees or agents. Deductions shall not be made for any state or federal taxes, FICA payments, PERS payments, or other purposes normally associated with an employer-employee relationship from any compensation due to Provider. Payments of the above items, if required, are the responsibility of Provider. Any personnel performing the services under this Agreement on behalf of Provider shall also not be employees of City and shall at all times be under Provider’s exclusive direction and control.
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7. IMMIGRATION REFORM AND CONTROL ACT (IRCA):
Provider assumes any and all responsibility for verifying the identity and employment authorization of all of its employees performing work hereunder, pursuant to all applicable IRCA or other federal, or state rules and regulations. Provider shall indemnify, defend, and hold the City harmless from and against any loss, damage, liability, costs or expenses arising from any noncompliance of this provision by Provider.
8. NON-DISCRIMINATION:
Consistent with the City’s policy and state and federal law that harassment and discrimination are unacceptable conduct, Provider and its employees, contractors, and agents shall not harass or discriminate against any job applicant, City employee, or any other person on the basis of any kind of any statutorily (federal, state or local) protected class, including but not limited to: race, religious creed, color, national origin, ancestry, disability (both mental and physical) including HIV and AIDS, medical condition (e.g. cancer), genetic information, marital status, sex, gender, gender identity, gender expression, age, sexual orientation, pregnancy, political affiliation, military and veteran status or legitimate union activities. Such non-discrimination shall include but not be limited to all activities related to initial employment, upgrading, demotion, transfer, recruitment or recruitment advertising, layoff, or termination. Provider agrees that any violation of this provision shall constitute a material breach of this Agreement.
9. HOLD HARMLESS:
a. To the fullest extent permitted by law, Provider shall indemnify, defend (with counsel acceptable to the City) and hold harmless the City, its City Council, boards, commissions, officials, employees, agents and volunteers (“Indemnitees”) from and against any and all loss, damages, liability, obligations, claims, suits, judgments, costs and expenses whatsoever, including reasonable attorney’s fees and costs of litigation (“Claims”), arising from or in any manner connected to Provider’s performance of its obligations under this Agreement or out of the operations conducted by Provider even if the City is found to have been negligent. If the Claims filed against Indemnitees allege negligence, recklessness or willful misconduct on the part of Provider, Provider shall have no right of reimbursement against Indemnitees for the costs of defense even if negligence, recklessness or willful misconduct is not found on the part of Provider.
Provider shall not have any obligations to indemnify Indemnitees if the loss or damage is found to have resulted solely from the negligence or the willful misconduct of the City. The defense and indemnification obligations of this Agreement are undertaken in addition to, and shall not in any way be limited by, the insurance obligations contained in this Agreement. b. As to Claims for professional liability only, Provider’s obligation to defend Indemnitees (as set forth above) is limited as provided in California Civil Code Section 2782.8. c. Provider’s obligation to indemnify, defend and hold harmless Indemnities shall expressly survive the expiration or early termination of this Agreement.
10. INSURANCE:
a. On or before the commencement of the terms of this Agreement, Provider shall furnish the City’s Risk Manager with certificates showing the type, amount, class of operations Docusign Envelope ID: 1381D85C-0206-4AF3-9FE0-C5DFAEC8705E BVNA SOQ 4 Service Provider Agreement
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10.b. (1) through (4). The Certificate Holder should be The City of Alameda, 2263 Santa Clara, Ave., Alameda, CA 94501. Such certificates, which do not limit Provider’s indemnification, shall also contain substantially the following statement:
“Should any of the above insurance covered by this certificate be canceled or coverage reduced before the expiration date thereof, the insurer affording coverage shall provide thirty (30) days’ advance written notice to the City of Alameda. Attention: Risk Manager.” Provider shall maintain in force at all times during the performance of this Agreement all appropriate coverage of insurance required by this Agreement with an insurance company licensed to offer insurance business in the State of California with a current A.M. Best’s rating of no less than A:VII or Standard & Poor’s Rating (if rated) of at least BBB unless otherwise acceptable to the City. Provider shall deliver updated insurance certificates to the City at the address described in Section 17.f. prior to the expiration of the existing insurance certificate for the duration of the term of Agreement. Endorsements naming the City, its City Council, boards, commissions, officials, employees, agents, and volunteers as additional insured shall be submitted with the insurance certificates.
_____________
Provider Initials
b. COVERAGE REQUIREMENTS:
Provider shall maintain insurance coverage and limits at least as broad as:
(1) Workers’ Compensation:
Statutory coverage as required by the State of California, as well as a Waiver of Subrogation (Rights of Recovery) endorsement. (2) Liability:
Commercial general liability coverage in the following minimum limits:
Bodily Injury: $1,000,000 each occurrence
$2,000,000 aggregate - all other
Property Damage: $1,000,000 each occurrence
$2,000,000 aggregate
If submitted, combined single limit policy with per occurrence limits in the amounts of $2,000,000 and aggregate limits in the amounts of $4,000,000 will be considered equivalent to the required minimum limits shown above. Provider shall also submit declarations and policy endorsements pages. Additional Insured Endorsement naming the City, its City Council, boards, commissions, officials, employees, agents, and volunteers is required. The Additional Insured Endorsement shall include primary and non-contributory coverage at least as broad as the CG 2010.
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G:\Building\ACCOUNTING\Contracts\Current Contracts\BVNA Version 08-22-24 (3) Automotive:
Comprehensive automobile liability coverage (any auto) in the following minimum limits:
Bodily injury: $1,000,000 each occurrence
Property Damage: $1,000,000 each occurrence
or
Combined Single Limit: $2,000,000 each occurrence
Additional Insured Endorsement naming the City, its City Council, boards, commissions, officials, employees, agents, and volunteers is required.
(4) Professional Liability:
Professional liability insurance which includes coverage appropriate for the professional acts, errors and omissions of Provider’s profession and work hereunder, including, but not limited to, technology professional liability errors and omissions if the services being provided are technology-based, in the following minimum limits:
$2,000,000 each claim
Technology professional liability errors and omissions shall include, or be endorsed to include, property damage liability coverage for damage to, alteration of, loss of, or destruction of electronic data and/or information “property” of the City in the care, custody, or control of Provider. If not covered under Provider’s liability policy, such “property” coverage of the City may be endorsed onto Provider’s Cyber Liability Policy as covered property as follows: cyber liability coverage in an amount sufficient to cover the full replacement value of damage to, alteration of, loss of, or destruction of electronic data and/or information “property” of the City that will be in the care, custody, or control of Provider.
As to commercial general liability and automobile liability insurance, such insurance will provide that it constitutes primary insurance with respect to claims insured by such policy, and, except with respect to limits, that insurance applies separately to each insured against whom claim is made or suit is brought. Such insurance is not additional to or contributing with any other insurance carried by or for the benefit of the City.
c. SUBROGATION WAIVER:
Provider hereby agrees to waive rights of subrogation that any insurer of Provider may acquire from Provider by virtue of the payment of any loss. Provider agrees to obtain any endorsement that may be necessary to affect this waiver of subrogation, but this provision applies regardless of whether the City has received a waiver of subrogation endorsement from the insurer. The Workers’ Compensation policy shall be endorsed with a waiver of subrogation in favor of the City for all work performed by Provider, its employees, agents and subcontractors.
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G:\Building\ACCOUNTING\Contracts\Current Contracts\BVNA Version 08-22-24 d. FAILURE TO SECURE:
If Provider at any time during the term hereof should fail to secure or maintain the foregoing insurance, the City shall be permitted to obtain such insurance in Provider’s name or as an agent of Provider and shall be compensated by Provider for the costs of the insurance premiums at the maximum rate permitted by law and computed from the date written notice is received that the premiums have not been paid.
e. ADDITIONAL INSUREDS:
The City, its City Council, boards, commissions, officials, employees, agents, and volunteers shall be named as additional insured(s) under all insurance coverages, except workers’ compensation and professional liability insurance. The naming of an additional insured shall not affect any recovery to which such additional insured would be entitled under this policy if not named as such additional insured. An additional insured named herein shall not be held liable for any premium, deductible portion of any loss, or expense of any nature on this policy or any extension thereof. Any other insurance held by an additional insured shall not be required to contribute anything toward any loss or expense covered by the insurance provided by this policy.
Additional Insured coverage under Provider’s policy shall be primary and non-contributory and will not seek contribution from the City’s insurance or self-insurance. Any available insurance proceeds broader than or in excess of the specified minimum insurance coverage requirements and/or limits shall be available to the additional insured(s). f. SUFFICIENCY OF INSURANCE:
The insurance limits required by the City are not represented as being sufficient to protect Provider. Provider is advised to consult Provider’s insurance broker to determine adequate coverage for Provider. The coverage and limits shall be (1) the minimum coverage and limits specified in this Agreement; or (2) the broader coverage and maximum limits of the coverage carried by or available to Provider; whichever is greater. g. EXCESS OR UMBRELLA LIABILITY:
If any Excess or Umbrella Liability policies are used to meet the limits of liability required by this Agreement, then said policies shall be true “following form” of the underlying policy coverage, terms, conditions, and provisions and shall meet all of the insurance requirements stated in this Agreement, including but not limited to, the additional insured, SIR, and primary insurance requirements stated therein. No insurance policies maintained by the indemnified parties or Additional Insureds, whether primary or excess, and which also apply to a loss covered hereunder, shall be called upon to contribute to a loss until all the primary and excess liability policies carried by or available to the Provider are exhausted.
11. CONFLICT OF INTEREST:
Provider warrants that it is not a conflict of interest for Provider to perform the services required by this Agreement. Provider may be required to fill out a conflict-of-interest form if the services provided under this Agreement require Provider to make certain governmental decisions or serve in a staff capacity as defined in Title 2, Division 6, Section 18700 of the California Code of Regulations.
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12. PROHIBITION AGAINST TRANSFERS:
a. Provider shall not assign, sublease, hypothecate, or transfer this Agreement, or any interest therein, directly or indirectly, by operation of law or otherwise, without prior written consent of the City Manager. Provider shall submit a written request for consent to transfer to the City Manager at least thirty (30) days in advance of the desired transfer. The City Manager or their designee may consent or reject such request in their sole and absolute discretion. Any attempt to do so without said consent shall be null and void, and any assignee, sublessee, hypothecate or transferee shall acquire no right or interest by reason of such attempted assignment, hypothecation or transfer. However, claims for money against the City under this Agreement may be assigned by Provider to a bank, trust company or other financial institution without prior written consent. b. The sale, assignment, transfer or other disposition of any of the issued and outstanding capital stock, membership interest, partnership interest, or the equivalent, which shall result in changing the control of Provider, shall be construed as an assignment of this Agreement.
Control means fifty percent or more of the voting power of Provider.
13. APPROVAL OF SUB-PROVIDERS:
a. Only those persons and/or businesses whose names and resumés are attached to this Agreement shall be used in the performance of this Agreement. However, if after the start of this Agreement, Provider wishes to use sub-providers, at no additional costs to the City, then Provider shall submit a written request for consent to add sub-providers including the names of the sub- providers and the reasons for the request to the City Manager at least five (5) days in advance. The City Manager may consent or reject such requests in their sole and absolute discretion. b. Each sub-provider shall be required to furnish proof of workers’ compensation insurance and shall also be required to carry general, automobile and professional liability insurance (as applicable) in reasonable conformity to the insurance carried by Provider. c. In addition, any tasks or services performed by sub-providers shall be subject to each provision of this Agreement. Provider shall include the following language in their agreement with any sub-provider: “Sub-providers hired by Provider agree to be bound to Provider and the City in the same manner and to the same extent as Provider is bound to the City.” d. The requirements in this Section 13 shall not apply to persons who are merely providing materials, supplies, data or information that Provider then analyzes and incorporates into its work product.
14. PERMITS AND LICENSES:
Provider, at its sole expense, shall obtain and maintain during the term of this Agreement, all appropriate permits, certificates and licenses, including a City business license that may be required in connection with the performance of the services and tasks hereunder.
15. REPORTS:
a. Each and every report, draft, work product, map, record and other document produced, prepared or caused to be prepared by Provider pursuant to or in connection with this Agreement shall be the exclusive property of the City.
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G:\Building\ACCOUNTING\Contracts\Current Contracts\BVNA Version 08-22-24 b. No report, information or other data given to or prepared or assembled by Provider pursuant to this Agreement shall be made available to any individual or organization by Provider without prior approval of the City Manager or their designee. c. Provider shall, at such time and in such form as City Manager or their designee may require, furnish reports concerning the status of services and tasks required under this Agreement.
16. RECORDS:
a. Provider shall maintain complete and accurate records with respect to the services, tasks, work, documents and data in sufficient detail to permit an evaluation of Provider’s performance under the Agreement, as well as maintain books and records related to sales, costs, expenses, receipts and other such information required by the City that relate to the performance of the services and tasks under this Agreement (collectively the “Records”). b. All Records shall be maintained in accordance with generally accepted accounting principles and shall be clearly identified and readily accessible. Provider shall provide free access to the Records to the representatives of the City or its designees during regular business hours upon reasonable prior notice. The City has the right to examine and audit the Records, and to make copies or transcripts therefrom as necessary, and to allow inspection of all proceedings and activities related to this Agreement. Such Records, together with supporting documents, shall be kept separate from other documents and records and shall be maintained by Provider for a period of three (3) years after receipt of final payment.
c. If supplemental examination or audit of the Records is necessary due to concerns raised by the City’s preliminary examination or audit of records, and the City’s supplemental examination or audit of the records discloses a failure to adhere to appropriate internal financial controls, or other breach of this Agreement or failure to act in good faith, then Provider shall reimburse the City for all reasonable costs and expenses associated with the supplemental examination or audit.
17. NOTICES:
a. All notices shall be in writing and delivered: (i) by hand; or (ii) sent by registered, express, or certified mail, with return receipt requested or with delivery confirmation requested from the U.S. postal service; or (iii) sent by overnight or same day courier service at the party’s respective address listed in this Section.
b. Each notice shall be deemed to have been received on the earlier to occur of: (x) actual delivery or the date on which delivery is refused; or (y) three (3) days after notice is deposited in the U.S. mail or with a courier service in the manner described above (Sundays and City holidays excepted).
c. Either party may, at any time, change its notice address (other than to a post office box address) by giving the other party three (3) days prior written notice of the new address. d. All notices, demands, requests, or approvals from Provider to the City shall be addressed to the City at:
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G:\Building\ACCOUNTING\Contracts\Current Contracts\BVNA Version 08-22-24 City of Alameda
Planning, Building & Transportation
2263 Santa Clara Avenue, Suite 190
Alameda, CA 94501
ATTENTION: Oscar Davalos, Building Official
Phone: (510) 747-6820 / Email: [email protected]
e. All notices, demands, requests, or approvals from the City to Provider shall be addressed to Provider at:
Bureau Veritas
180 Promenade Circle, Suite 150
Sacramento, CA 95834
ATTENTION: Craig Baptista, Vice President
Phone: (916)514-4516 / Email: [email protected] f. All updated insurance certificates from Provider to the City shall be addressed to the City at:
City of Alameda
Planning, Building & Transportation
2263 Santa Clara Avenue, Suite 190
Alameda, CA 94501
ATTENTION: Mirna Moreno, Administrative Technician I
Phone: (510) 747-6825 / Email: [email protected]
18. SAFETY:
a. Provider will be solely and completely responsible for conditions of all vehicles owned or operated by Provider, including the safety of all persons and property during performance of the services and tasks under this Agreement. This requirement will apply continuously and not be limited to normal working hours. In addition, Provider will comply with all safety provisions in conformance with U.S. Department of Labor Occupational Safety and Health Act, any equivalent state law, and all other applicable federal, state, county and local laws, ordinances, codes, and any regulations that may be detailed in other parts of the Agreement. Where any of these are in conflict, the more stringent requirements will be followed. Provider’s failure to thoroughly familiarize itself with the aforementioned safety provisions will not relieve it from compliance with the obligations and penalties set forth herein. b. Provider will immediately notify the City within 24 hours of any incident of death, serious personal injury or substantial property damage that occurs in connection with the performance of this Agreement. Provider will promptly submit to the City a written report of all incidents that occur in connection with this Agreement. This report must include the following information: (i) name and address of injured or deceased person(s); (ii) name and address of Provider’s employee(s) involved in the incident; (iii) name and address of Provider’s liability insurance carrier; (iv) a detailed description of the incident; and (v) a police report.
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19. TERMINATION:
a. In the event Provider fails or refuses to perform any of the provisions hereof at the time and in the manner required hereunder, Provider shall be deemed in default in the performance of this Agreement. If such default is not cured within two (2) business days after receipt by Provider from the City of written notice of default, specifying the nature of such default and the steps necessary to cure such default, the City may thereafter immediately terminate the Agreement forthwith by giving to Provider written notice thereof. b. The foregoing notwithstanding, the City shall have the option, at its sole discretion and without cause, of terminating this Agreement by giving seven (7) days’ prior written notice to Provider as provided herein.
c. Upon termination of this Agreement either for cause or for convenience, each party shall pay to the other party that portion of compensation specified in this Agreement that is earned and unpaid prior to the effective date of termination. The obligation of the parties under this Section 19.c. shall survive the expiration or early termination of this Agreement.
20. ATTORNEYS’ FEES:
In the event of any litigation, including administrative proceedings, relating to this Agreement, including but not limited to any action or suit by any party, assignee or beneficiary against any other party, beneficiary or assignee, to enforce, interpret or seek relief from any provision or obligation arising out of this Agreement, the parties and litigants shall bear their own attorney’s fees and costs. No party or litigant shall be entitled to recover any attorneys’ fees or costs from any other party or litigant, regardless of which party or litigant might prevail.
21. HEALTH AND SAFETY REQUIREMENTS.
Provider acknowledges that the City shall have the right to impose, at the City’s sole discretion, requirements that it deems are necessary to protect the health and safety of the City employees, residents, and visitors. Provider agrees to comply with all such requirements, including, but not limited to, mandatory vaccinations, the use of personal protective equipment (e.g. masks), physical distancing, and health screenings. Provider also agrees to make available to the City, at the City’s request, records to demonstrate Provider’s compliance with this Section.
22. COMPLIANCE WITH ALL APPLICABLE LAWS:
During the term of this Agreement, Provider shall keep fully informed of all existing and future state and federal laws and all municipal ordinances and regulations of the City of Alameda which affect the manner in which the services or tasks are to be performed by Provider, as well as all such orders and decrees of bodies or tribunals having any jurisdiction or authority over the same. Provider shall comply with all applicable laws, state and federal and all ordinances, rules and regulations enacted or issued by the City. Provider shall defend, indemnify, and hold City (including its officials, directors, officers, employees, and agents) free and harmless from any claim or liability arising out of any failure or alleged failure to comply with such laws and regulations pursuant to the indemnification provisions of this Agreement.
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23. CONFLICT OF LAW:
This Agreement shall be interpreted under, and enforced by the laws of the State of California without regard to any choice of law rules which may direct the application of laws of another jurisdiction. The Agreement and obligations of the parties are subject to all valid laws, orders, rules, and regulations of the authorities having jurisdiction over this Agreement (or the successors of those authorities). Any suits brought pursuant to this Agreement shall be filed with the courts of the County of Alameda, State of California.
24. WAIVER:
A waiver by the City of any breach of any term, covenant, or condition contained herein shall not be deemed to be a waiver of any subsequent breach of the same or any other term, covenant, or condition contained herein, whether of the same or a different character.
25. INTEGRATED CONTRACT:
Subject to the language of Section 30, the Recitals and exhibits are a material part of this Agreement and are expressly incorporated herein. This Agreement represents the full and complete understanding of every kind or nature whatsoever between the parties hereto, and all preliminary negotiations and agreements of whatsoever kind or nature are merged herein. No verbal agreement or implied covenant shall be held to vary the provisions hereof. Any modification of this Agreement will be effective only by written execution signed by both the City and Provider.
26. PREVAILING WAGES:
Provider is aware of the requirements of California Labor Code Section 1720, et seq., and 1770, et seq. as well as California Code of Regulations, Title 8, Section 1600, et seq., (“Prevailing Wage Laws”) which require the payment of prevailing wage rates and the performance of other requirements on “public works” and “maintenance” projects. Provider agrees to fully comply with such Prevailing Wage Laws if the services are being performed as part of an applicable “public works” or “maintenance” project as defined by the Prevailing Wage Laws and if the total compensation is $1,000 or more. City, upon Provider’s request, shall provide Provider with a copy of the prevailing rates of per diem wages in effect at the commencement of this Agreement.
Provider shall make copies of the prevailing rates of per diem wages for each craft, classification, or type of worker needed to execute the services available to interested parties upon request; and shall post copies at the Provider’s principal place of business and at the project site. Provider shall defend, indemnify, and hold the City (its elected officials, officers, employees, and agents) free and harmless from any claim or liability arising out of any failure or alleged failure to comply with the Prevailing Wage Laws.
27. CAPTIONS:
The captions in this Agreement are for convenience only, are not a part of the Agreement and in no way affect, limit or amplify the terms or provisions of this Agreement.
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28. COUNTERPARTS:
This Agreement may be executed in any number of counterparts (including by fax, PDF, DocuSign, or other electronic means), each of which shall be deemed an original, but all of which shall constitute one and the same instrument.
29. SIGNATORY:
By signing this Agreement, signatory warrants and represents that they executed this Agreement in their authorized capacity and that by their signature on this Agreement, they or the entity upon behalf of which they acted, executed this Agreement.
30. CONTROLLING AGREEMENT:
In the event of a conflict between the terms and conditions of this Agreement (as amended, supplemented, restated or otherwise modified from time to time) and any other terms and conditions wherever contained, including, without limitation, terms and conditions included within exhibits, the terms and conditions of this Agreement shall control and be primary. [REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]
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G:\Building\ACCOUNTING\Contracts\Current Contracts\BVNA Version 08-22-24 IN WITNESS WHEREOF, the parties have each caused this Agreement to be duly executed on its behalf as of the Effective Date.
Bureau Veritas North America, Inc. CITY OF ALAMEDA
a Delaware corporation a municipal corporation
Craig Baptista Jennifer Ott
Vice President City Manager
RECOMMENDED FOR APPROVAL
Heather Bush
Secretary
Allen Tai, Director
Planning, Building & Transportation
APPROVED AS TO FORM:
City Attorney
Cara Silver
Special Counsel
Docusign Envelope ID: 1381D85C-0206-4AF3-9FE0-C5DFAEC8705E
Docusign Envelope ID: 1381D85C-0206-4AF3-9FE0-C5DFAEC8705E Docusign Envelope ID: 1381D85C-0206-4AF3-9FE0-C5DFAEC8705E Docusign Envelope ID: 1381D85C-0206-4AF3-9FE0-C5DFAEC8705E Docusign Envelope ID: 1381D85C-0206-4AF3-9FE0-C5DFAEC8705E Docusign Envelope ID: 1381D85C-0206-4AF3-9FE0-C5DFAEC8705E Docusign Envelope ID: 1381D85C-0206-4AF3-9FE0-C5DFAEC8705E Docusign Envelope ID: 1381D85C-0206-4AF3-9FE0-C5DFAEC8705E Docusign Envelope ID: 1381D85C-0206-4AF3-9FE0-C5DFAEC8705E Docusign Envelope ID: 1381D85C-0206-4AF3-9FE0-C5DFAEC8705E Docusign Envelope ID: 1381D85C-0206-4AF3-9FE0-C5DFAEC8705E Docusign Envelope ID: 1381D85C-0206-4AF3-9FE0-C5DFAEC8705E Docusign Envelope ID: 1381D85C-0206-4AF3-9FE0-C5DFAEC8705E Docusign Envelope ID: 1381D85C-0206-4AF3-9FE0-C5DFAEC8705E Docusign Envelope ID: 1381D85C-0206-4AF3-9FE0-C5DFAEC8705E Docusign Envelope ID: 1381D85C-0206-4AF3-9FE0-C5DFAEC8705E Docusign Envelope ID: 1381D85C-0206-4AF3-9FE0-C5DFAEC8705E Docusign Envelope ID: 1381D85C-0206-4AF3-9FE0-C5DFAEC8705E Docusign Envelope ID: 1381D85C-0206-4AF3-9FE0-C5DFAEC8705E Docusign Envelope ID: 1381D85C-0206-4AF3-9FE0-C5DFAEC8705E Docusign Envelope ID: 1381D85C-0206-4AF3-9FE0-C5DFAEC8705E Docusign Envelope ID: 1381D85C-0206-4AF3-9FE0-C5DFAEC8705E Holder Identifier : 7777777707070700077763616065553330763617457315446607543026663417311073751476157220120772405557067455207166055732274112075262371364323300772661153221271207766015172076570077727252025773110777777707000707007 6666666606060600062606466204446200620222626006022206022006262240200062222060600402200600220626226022006220004240042202060200062622400220620220426226002206222204242022400066646062240664440666666606000606006Certificate No : 570109108547 CERTIFICATE OF LIABILITY INSURANCE DATE(MM/DD/YYYY) 10/23/2024 IMPORTANT: If the certificate holder is an ADDITIONAL INSURED, the policy(ies) must have ADDITIONAL INSURED provisions or be endorsed. If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy, certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s).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.PRODUCERAon Risk Services Northeast, Inc.Aon Risk Services Northeast, Inc.NY NY OfficeOne Liberty Plaza165 Broadway, Suite 3201New York NY 10006 USA PHONE(A/C. No. Ext):E-MAILADDRESS:INSURER(S) AFFORDING COVERAGENAIC #866-283-7122INSURED 19682Hartford Fire Insurance Co.INSURER A: 35300Allianz Global Risks US Insurance Co.INSURER B:27120Trumbull Insurance CompanyINSURER C:INSURER D:INSURER E:INSURER F:
FAX(A/C. No.):800-363-0105CONTACTNAME:Bureau Veritas North America, Inc.16800 Greenspoint Park DriveSuite 300SHouston TX 77060 USA COVERAGESCERTIFICATE NUMBER:570109108547REVISION NUMBER:THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, Limits shown are as requestedPOLICY EXP (MM/DD/YYYY)POLICY EFF (MM/DD/YYYY)SUBRWVDINSR LTRADDL INSDPOLICY NUMBER TYPE OF INSURANCELIMITSCOMMERCIAL GENERAL LIABILITYCLAIMS-MADEOCCURPOLICYLOC EACH OCCURRENCEDAMAGE TO RENTED PREMISES (Ea occurrence)MED EXP (Any one person)PERSONAL & ADV INJURYGENERAL AGGREGATEPRODUCTS - COMP/OP AGGXXXXGEN'L AGGREGATE LIMIT APPLIES PER: $1,000,000$1,000,000$10,000$1,000,000$2,000,000$2,000,000B 01/01/202401/01/2025SIR applies per policy terms & conditionsUSL00159324PRO-JECTOTHER:AUTOMOBILE LIABILITYANY AUTOOWNED AUTOS ONLYSCHEDULED AUTOSHIRED AUTOS ONLYNON-OWNED AUTOS ONLYBODILY INJURY ( Per person)PROPERTY DAMAGE(Per accident)X BODILY INJURY (Per accident)$2,000,000A 01/01/202401/01/2025AOSCOMBINED SINGLE LIMIT(Ea accident)10 AB S41202EXCESS LIABXOCCUR CLAIMS-MADEAGGREGATEEACH OCCURRENCEDED $2,000,000$2,000,000$250,00001/01/2024UMBRELLA LIABB 01/01/2025USL00163324RETENTIONXX E.L. DISEASE-EA EMPLOYEEE.L. DISEASE-POLICY LIMITE.L. EACH ACCIDENT$1,000,000XOTH-ERPER STATUTEC 01/01/202401/01/2025See State Policy Addendum$1,000,000Y / N(Mandatory in NH)ANY PROPRIETOR / PARTNER / EXECUTIVE OFFICER/MEMBER N / ANWORKERS COMPENSATION AND EMPLOYERS' LIABILITYIf yes, describe under DESCRIPTION OF OPERATIONS below$1,000,00010WNS41200Each ClaimUSF0024802401/01/202401/01/2025Claims Made$2,000,000AggregateArchitects & Engineers ProfessionalB SIR applies per policy terms & conditions$2,000,000DESCRIPTION OF OPERATIONS / LOCATIONS / VEHICLES (ACORD 101, Additional Remarks Schedule, may be attached if more space is required)The City, its City Council, boards, commissions, officials, employees, agents and volunteers are included as Additional Insuredin accordance with the policy provisions of the General Liability and Automobile Liability policies. General Liability and Automobile Liability policies evidenced herein are Primary and Non-Contributory to other insurance available to an Additional Insured, but only in accordance with the policy's provisions. A Waiver of Subrogation is granted in favor of The City for all work performed by Provider, its employees, agents and subcontractors in accordance with the policy provisions of the Workers' Compensation policy. The General Liability, Automobile Liability, and Employers' Liability are scheduled underlying policies inaccordance with the policy provisions of the Umbrella Liability policy. The Architects & Engineers policy includes coverage forCANCELLATIONCERTIFICATE HOLDERAUTHORIZED REPRESENTATIVE City of Alameda2263 Santa Clara AvenueAlameda CA 94501 USA ACORD 25 (2016/03)©1988-2015 ACORD CORPORATION. All rights reservedThe ACORD name and logo are registered marks of ACORDSHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS.
Docusign Envelope ID: 1381D85C-0206-4AF3-9FE0-C5DFAEC8705E 10/24/2024
Professional Liability.FORM TITLE:FORM NUMBER:THIS ADDITIONAL REMARKS FORM IS A SCHEDULE TO ACORD FORM, ADDITIONAL REMARKSEFFECTIVE DATE:CARRIERNAIC CODEPOLICY NUMBERAon Risk Services Northeast, Inc.NAMED INSUREDAGENCYLOC #: 570000048582 AGENCY CUSTOMER ID:
© 2008 ACORD CORPORATION. All rights reserved.
See Certificate Number:See Certificate Number:
The ACORD name and logo are registered marks of ACORD
570109108547 570109108547 ACORD 25Certificate of Liability InsuranceAdditional Description of Operations / Locations / Vehicles:
ACORD 101 (2008/01)
ADDITIONAL REMARKS SCHEDULEPage _ of _
Bureau Veritas North America, Inc.
Docusign Envelope ID: 1381D85C-0206-4AF3-9FE0-C5DFAEC8705E Workers Compensation/Employers Liability
AGENCY CUSTOMER ID:ADDITIONAL REMARKS SCHEDULELOC #: ADDITIONAL REMARKSTHIS ADDITIONAL REMARKS FORM IS A SCHEDULE TO ACORD FORM,FORM NUMBER:ACORD 25FORM TITLE:Certificate of Liability InsuranceEFFECTIVE DATE:CARRIERNAIC CODEPOLICY NUMBERNAMED INSUREDAGENCYSee Certificate Number:See Certificate Number:Aon Risk Services Northeast, Inc. 570000048582 570109108547 570109108547 Page _ of _ Bureau Veritas North America, Inc.10WNS41200 01/01/24-01/01/25Trumbull Insurance AR,DC,IN,LA,NE,RI,UT10WNS41200 01/01/24-01/01/25Twin City Fire Insurance Company FL,ND,OH,WA,WY10WNS41200 01/01/24-01/01/25Hartford Insurance Company of the Midwest AK,ID10WNS41200 01/01/24-01/01/25Hartford Casualty Insurance Company MO,WV10WNS41200 01/01/24-01/01/25Nutmeg Insurance Company CT,IL10WNS41200 01/01/24-01/01/25Hartford Fire Insurance Company NH,OR,PA10WNS41200 01/01/24-01/01/25Hartford Accident and Indemnity Company AL,GA,KY,MI,MT,NY,TN,VT10WNS41200 01/01/24-01/01/25Property & Casualty Ins Co of Hartford CA,CO,DE,ME, MN,MS,SC10WNS41200 01/01/24-01/01/25Hartford Insurance Company of Illinois TX10WNS41200 01/01/24-01/01/25Hartford Insurance Company of the Southeast KS,MD10WNS41200 01/01/24-01/01/25Hartford Underwriters Insurance Company AZ,HI, NC,NJ,SD,VA10WNS41200 01/01/24-01/01/25Sentinel Insurance Company, Limited IA,NM,NV,OK10WBRS41201 01/01/24-01/01/25Twin City Fire Insurance Company WI10WBRS41201 01/01/24-01/01/25Hartford Underwriters Insurance Company MA10WBRS41201 01/01/24-01/01/25Hartford Fire Insurance Company PR ACORD 101 (2008/01)© 2008 ACORD CORPORATION. All rights reserved.The ACORD name and logo are registered marks of ACORD Docusign Envelope ID: 1381D85C-0206-4AF3-9FE0-C5DFAEC8705E
CG 20 10 12 19 © Insurance Services Office, Inc., 2018 Page 1 of 2
POLICY NUMBER:USL00159324 COMMERCIAL GENERAL LIABILITY
CG 20 10 12 19
THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY
ADDITIONAL INSURED – OWNERS, LESSEES OR
CONTRACTORS – SCHEDULED PERSON OR
ORGANIZATION
This endorsement modifies insurance provided under the following:
COMMERCIAL GENERAL LIABILITY COVERAGE PART
SCHEDULE
Name Of Additional Insured Person(s)
Or Organization(s) Location(s) Of Covered Operations
Any owner, lessee or contractor for whom you are
performing operations when you and such owner, lessee
or contractor have agreed in writing in a contract or
agreement that such owner, lessee or contractor should
be added as an addition
al insured on your policy.
Locations that are listed in the written contracts or
agreements stated on the left side of this
SCHEDULE.
Information required to complete this Schedule, if not shown above, will be shown in the Declarations.
A. Section II – Who Is An Insured is amended to
include as an additional insured the person(s) or
organization(s) shown in the Schedule, but only
with respect to liability for "bodily injury", "property damage" or "personal and advertising injury"
caused, in whole or in part, by:
1. Your acts or omissions; or
2. The acts or omissions of those acting on your
behalf;
in the performance of your ongoing operations for
the additional insured(s) at the location(s)
designated above.
However:
1. The insurance afforded to such additional
insured only applies to the extent permitted by
law; and
2. If coverage provided to the additional insured is
required by a contract or agreement, the
insurance afforded to such additional insured
will not be broader than that which you are
required by the contract or agreement to
provide for such additional insured.
B. With respect to the insurance afforded to these
additional insureds, the following additional
exclusions apply:
This insurance does not apply to "bodily injury" or
"property damage" occurring after:
1. All work, including materials, parts or
equipment furnished in connection with such
work, on the project (other than service,
maintenance or repairs) to be performed by or
on behalf of the additional insured(s) at the
location of the covered operations has been
completed; or
Docusign Envelope ID: 1381D85C-0206-4AF3-9FE0-C5DFAEC8705E
2. That portion of "your work" out of which the
injury or damage arises has been put to its
intended use by any person or organization
other than another contractor or subcontractor
engaged in performing operations for a
principal as a part of the same project.
C. With respect to the insurance afforded to these
additional insureds, the following is added to
Section III – Limits Of Insurance:
If coverage provided to the additional insured is
required by a contract or agreement, the most we
will pay on behalf of the additional insured is the
amount of insurance:
1. Required by the contract or agreement; or
2. Available under the applicable limits of
insurance;
whichever is less.
This endorsement shall not increase the
applicable limits of insurance.
Docusign Envelope ID: 1381D85C-0206-4AF3-9FE0-C5DFAEC8705E CG 20 37 12 19 © Ins urance Services Office, Inc., 2018 Page 1 of 1
POLICY NUMBER:USL00159324 COMMERCIAL GENERAL LIABILITY
CG 20 37 12 19
THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY.
ADDITIONAL INSURED – OWNERS, LESSEES OR
CONTRACTORS – COMPLETED OPERATIONS
This endorsement modifies insurance provided under the following:
COMMERCIAL GENERAL LIABILITY COVERAGE PART
PRODUCTS/COMPLETED OPERATIONS LIABILITY COVERAGE PART
SCHEDULE
Name Of Additional Insured Person(s)
Or Organization(s) Location And Description Of Completed Operations Any owner, lessee or contractor for whom you are
performing operations when you and such owner,
lessee or contractor have agreed in writing in a contract or agreement that such owner, lessee or contractor
should be added as an additional insur
ed on your
policy.
Locations that are listed in the written contracts or
agreements stated on the left side of this SCHEDULE.
Information required to complete this Schedule, if not shown above, will be shown in the Declarations.
A. Section II – Who Is An Insured is amended to
include as an additional insured the person(s) or
organization(s) shown in the Schedule, but only
with respect to liability for "bodily injury" or
"property damage" caused, in whole or in part, by
"your work" at the location designated and
described in the Schedule of this endorsement
performed for that additional insured and included
in the "products-completed operations hazard".
However:
1. The insurance afforded to such additional
insured only applies to the extent permitted by
law; and
2. If coverage provided to the additional insured is
required by a contract or agreement, the
insurance afforded to such additional insured
will not be broader than that which you are
required by the contract or agreement to
provide for such additional insured.
B. With respect to the insurance afforded to these
additional insureds, the following is added to
Section III – Limits Of Insurance:
If coverage provided to the additional insured is
required by a contract or agreement, the most we
will pay on behalf of the additional insured is the
amount of insurance:
1. Required by the contract or agreement; or
2. Available under the applicable limits of
insurance;
whichever is less.
This endorsement shall not increase the
applicable limits of insurance.
Docusign Envelope ID: 1381D85C-0206-4AF3-9FE0-C5DFAEC8705E CG 20 01 12 19 © Insurance Services Office, Inc., 2018 Page 1 of 1
POLICY NUMBER:USL00159324
EFFECTIVE DATE: January 01, 2024
COMMERCIAL GENERAL LIABILITY
CG 20 01 12 19
THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY.
PRIMARY AND NONCONTRIBUTORY –
OTHER INSURANCE CONDITION
This endorsement modifies insurance provided under the following:
COMMERCIAL GENERAL LIABILITY COVERAGE PART
LIQUOR LIABILITY COVERAGE PART
PRODUCTS/COMPLETED OPERATIONS LIABILITY COVERAGE PART
The following is added to the Other Insurance
Condition and supersedes any provision to the
contrary:
Primary And Noncontributory Insurance
This insurance is primary to and will not seek
contribution from any other insurance available to
an additional insured under your policy provided
that:
(1) The additional insured is a Named Insured
under such other insurance; and
(2) You have agreed in writing in a contract or
agreement that this insurance would be
primary and would not seek contribution
from any other insurance available to the
additional insured.
Docusign Envelope ID: 1381D85C-0206-4AF3-9FE0-C5DFAEC8705E CG 24 53 12 19 © Insurance Services Office, Inc., 2018 Page 1 of 1
Policy Number: USL00159324 COMMERCIAL GENERAL LIABILITY Effective Date: January 01, 2024 CG 24 53 12 19
THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY.
WAIVER OF TRANSFER OF RIGHTS OF RECOVERY
AGAINST OTHERS TO US (WAIVER OF SUBROGATION) –
AUTOMATIC
This endorsement modifies insurance provided under the following:
COMMERCIAL GENERAL LIABILITY COVERAGE PART
ELECTRONIC DATA LIABILITY COVERAGE PART
LIQUOR LIABILITY COVERAGE PART
POLLUTION LIABILITY COVERAGE PART DESIGNATED SITES
POLLUTION LIABILITY LIMITED COVERAGE PART DESIGNATED SITES
PRODUCTS/COMPLETED OPERATIONS LIABILITY COVERAGE PART
RAILROAD PROTECTIVE LIABILITY COVERAGE PART
UNDERGROUND STORAGE TANK POLICY DESIGNATED TANKS
The following is added to Paragraph 8. Transfer Of
Rights Of Recovery Against Others To Us of
Section IV – Conditions:
We waive any right of recovery against any person or
organization, because of any payment we make
under this Coverage Part, to whom the insured has
waived its right of recovery in a written contract or
agreement. Such waiver by us applies only to the
extent that the insured has waived its right of recovery against such person or organization prior to loss.
Docusign Envelope ID: 1381D85C-0206-4AF3-9FE0-C5DFAEC8705E
COMMERCIAL AUTOMOBILE
HA 99 16 12 21
THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY.
Form HA 99 16 12 21 Page 1 of 5
© 2021, The Hartford
(Includes copyrighted material of Insurance Services Office, Inc. with its permission.)
COMMERCIAL AUTOMOBILE BROAD FORM
ENDORSEMENT
This endorsement modifies insurance provided under the following:
BUSINESS AUTO COVERAGE FORM
To the extent that the provisions of this endorsement pro vide broader benefits to the "insured" than other provisions of the Coverage Form, the provisions of this endorsement apply.
1. BROAD FORM INSURED
Paragraph .1. - WHO IS AN INSURED - of
Section II - Liability Coverage is amended to
add the following:
d. 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.
e. Employees as Insureds
(1). Any "employee" of yours while using a
covered "auto" you don't own, hire or
borrow in your business or your
personal affairs.
f. Lessors as Insureds
(1). The lessor of a covered "auto" while the
"auto" is leased to you under a written
agreement if:
(a) The agreement requires you to
provide direct primary insurance for
the lessor and
(b) 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.
g. Additional Insured if Required by Contract
(1) 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."
The insurance afforded to any such
additional insured applies only if the
"bodily injury" or "property damage"
occurs:
(a) During the policy period, and
(b) Subsequent to the execution of such
written contract, and
Docusign Envelope ID: 1381D85C-0206-4AF3-9FE0-C5DFAEC8705E
(c) Prior to the expiration of the period
of time that the written contract
requires such insurance be provided
to the additional insured.
(2) How Limits Apply
If you have agreed in a written contract
or written agreement that another
person or organization be 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.
(3) 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.
(4) Duties in The Event Of Accident, Claim,
Suit or Loss
If you have agreed in a written contract
or written agreement that another
person or organization be added as an
additional insured on your policy, the
additional insured shall be required to
comply with the provisions in LOSS
CONDITIONS 2. - DUTIES IN THE
EVENT OF ACCIDENT, CLAIM , SUIT
OR LOSS – OF SECTION IV –
BUSINESS AUTO CONDITIONS, in the
same manner as the Named Insured.
2. Primary and Non-Contributory if
Required by Contract
Only with respect to insurance provided to
an additional insured in A.1.g. - Additional
Insured If Required by Contract, the
following provisions apply:
(1) 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
Other Insurance 5.d.
(2} Primary And Non-Contributory To Other
Insurance When Required By Contract
If 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, this
insurance is primary and we will not
seek contribution from that other
insurance.
Paragraphs (1) and (2) 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 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, by
the method described in SECTION IV-
Business Auto Conditions, B. General
Conditions, Other Insurance 5.d.
3. AUTOS RENTED BY EMPLOYEES
Any "auto" hired or rented by your "employee"
on your behalf and at your direction will be
considered an "auto" you hire.
The SECTION IV- Business Auto Conditions, B.
General Conditions, 5. OTHER INSURANCE
Condition is amended by adding the following:
e. If an "employee’s" personal insurance also
applies on an excess basis to a covered
"auto" hired or rented by your "employee" on
your behalf and at your direction, this
insurance will be primary to the
"employee’s" personal insurance.
Docusign Envelope ID: 1381D85C-0206-4AF3-9FE0-C5DFAEC8705E
Form HA 99 16 12 21 Page 3 of 5
4. AMENDED FELLOW EMPLOYEE EXCLUSION
EXCLUSION 5. - FELLOW EMPLOYEE - of
SECTION II - LIABILITY COVERAGE does not
apply if you have workers' compensation
insurance in-force covering all of your
"employees".
Coverage is excess over any other collectible
insurance.
5. HIRED AUTO PHYSICAL DAMAGE COVERAGE
If hired "autos" are covered "autos" for Liability
Coverage and if Comprehensive, Specified
Causes of Loss, or Collision coverages are
provided under this Coverage Form for any
"auto" you own, then the Physical Damage
Coverages provided are extended to "autos" you
hire or borrow, subject to the following limit.
The most we will pay for "loss" to any hired
"auto" is:
(1) $100,000;
(2) The actual cash value of the damaged or
stolen property at the time of the "loss"; or
(3) The cost of repairing or replacing the
damaged or stolen property,
whichever is smallest, minus a deductible. The
deductible will be equal to the largest deductible
applicable to any owned "auto" for that
coverage. No deductible applies to "loss"
caused by fire or lightning. Hired Auto Physical
Damage coverage is excess over any other
collectible insurance. Subject to the above limit,
deductible and excess provisions, we will
provide coverage equal to the broadest
coverage applicable to any covered "auto" you
own.
We will also cover loss of use of the hired "auto"
if it results from an "accident", you are legally
liable and the lessor incurs an actual financial
loss, subject to a maximum of $1000 per
"accident".
This extension of coverage does not apply to
any "auto" you hire or borrow from any of your
"employees", partners (if you are a partnership),
members (if you are a limited liability company),
or members of their households.
6. PHYSICAL DAMAGE - ADDITIONAL
TEMPORARY TRANSPORTATION EXPENSE
COVERAGE
Paragraph A.4.a. of SECTION III - PHYSICAL
DAMAGE COVERAGE is amended to provide a
limit of $50 per day and a maximum limit of
$1,000.
7. LOAN/LEASE GAP COVERAGE
Under SECTION III - PHYSICAL DAMAGE
COVERAGE, in the event of a total "loss" to a
covered "auto", we will pay your additional legal
obligation for any difference between the actual
cash value of the "auto" at the time of the "loss"
and the "outstanding balance" of the loan/lease.
"Outstanding balance" means the amount you
owe on the loan/lease at the time of "loss" less
any amounts representing taxes; overdue
payments; penalties, interest or charges
resulting from overdue payments; additional
mileage charges; excess wear and tear charges;
lease termination fees; security deposits not
returned by the lessor; costs for extended
warranties, credit life Insurance, health, accident
or disability insurance purchased with the loan
or lease; and carry-over balances from previous
loans or leases.
8. AIRBAG COVERAGE
Under Paragraph B. EXCLUSIONS - of
SECTION III - PHYSICAL DAMAGE
COVERAGE, the following is added:
The exclusion relating to mechanical breakdown
does not apply to the accidental discharge of an
airbag.
9. ELECTRONIC EQUIPMENT - BROADENED
COVERAGE
a. The exceptions to Paragraphs B.4 -
EXCLUSIONS - of SECTION III - PHYSICAL
DAMAGE COVERAGE are replaced by the
following:
Exclusions 4.c. and 4.d. do not apply to
equipment designed to be operated solely by
use of the power from the "auto's" electrical
system that, at the time of "loss", is:
(1) Permanently installed in or upon the
covered "auto";
(2) Removable from a housing unit which is
permanently installed in 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
(4) Necessary for the normal operation of the
covered "auto" or the monitoring of the
covered "auto's" operating system.
b. Section III, Physical Damage Coverage,
Limit of Insurance, Paragraph C.2. is
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:
Docusign Envelope ID: 1381D85C-0206-4AF3-9FE0-C5DFAEC8705E
(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.
10. 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.
11. GLASS REPAIR - WAIVER OF DEDUCTIBLE
Under Paragraph D. - DEDUCTIBLE - of
SECTION III - PHYSICAL DAMAGE COVERAGE,
the following is added:
No deductible applies to glass damage if the
glass is repaired rather than replaced.
12. TWO OR MORE DEDUCTIBLES
Under Paragraph D. - DEDUCTIBLE - of
SECTION III - 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.
13. 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.
14. 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.
15. HIRED AUTO - COVERAGE TERRITORY
SECTION IV, BUSINESS AUTO CONDITIONS,
PARAGRAPH B. GENERAL CONDITIONS, 7. -
POLICY PERIOD, COVERAGE TERRITORY -
is added to include the following:
(6) 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.
16. WAIVER OF SUBROGATION
Paragraph 5. TRANSFER OF RIGHTS OF
RECOVERY AGAINST OTHERS TO US - of
SECTION IV - BUSINESS AUTO CONDITIONS
A. Loss Conditions is amended by adding the
following:
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.
17. RESULTANT MENTAL ANGUISH COVERAGE
The definition of "bodily injury" in SECTION V-
DEFINITIONS, C. 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.
18. 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.
Docusign Envelope ID: 1381D85C-0206-4AF3-9FE0-C5DFAEC8705E
Form HA 99 16 12 21 Page 5 of 5
19. 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.
20. 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.
Docusign Envelope ID: 1381D85C-0206-4AF3-9FE0-C5DFAEC8705E
ABCDEFGHIJ
THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY.
WAIVER OF OUR RIGHT TO RECOVER
FROM OTHERS ENDORSEMENT
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 shall not operate directly or indirectly to benefit anyone not named in the Schedule.
SCHEDULE
Countersigned by
Authorized Representative
Form WC 00 03 13 Printed in U.S.A.
Process Date: Policy Expiration Date:
Policy Number: Endorsement Number:
Effective Date: Effective hour is the same as stated on the Information Page of the policy.
Named Insured and Address:
10 WN S41200 55
01/01/2024
BUREAU VERITAS HOLDINGS, INC.
16800 GREENSPOINT PARK DR.
SUITE 300S
HOUSTON, TX 77060
ANY PERSON OR ORGANIZATION YOU ARE REQUIRED BY CONTRACT OR AGREEMENT TO OBTAIN THIS WAIVER FROM US.
Docusign Envelope ID: 1381D85C-0206-4AF3-9FE0-C5DFAEC8705E THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY.
WAIVER OF OUR RIGHT TO RECOVER FROM
OTHERS ENDORSEMENT - CALIFORNIA
Policy Number: Endorsement Number:
Effective Date: Effective hour is the same as stated on the Declarations of the policy.
Named Insured and Address:
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
otherwise due on such remuneration.
% of the California workers’ compensation premium
SCHEDULE
Person or Organization Job Description
Countersigned by
Authorized Representative
Form WC 04 03 06 Printed in U.S.A.
10 WN S41200 67
01/01/2024
BUREAU VERITAS HOLDINGS, INC.
16800 GREENSPOINT PARK DR.
SUITE 300S
HOUSTON, TX 77060
2.00 ANY PERSON OR ORGANIZATION FROM WHOM YOU ARE REQUIRED BY WRITTEN CONTRACT OR AGREEMENT TO OBTAIN THIS WAIVER OF RIGHTS FROM US.
Docusign Envelope ID: 1381D85C-0206-4AF3-9FE0-C5DFAEC8705E