PSA - Short Form Template (Maintenance Services)
CITY OF PLACENTIA
MAINTENANCE SERVICES AGREEMENT
WITH
BEAR ELETRICAL SOLUTION, INC.
THIS AGREEMENT is made and entered into this 20th day of June, 2023 ("Effective Date"), by and between the CITY OF PLACENTIA, a municipal corporation ("City"), and Bear Electric Solutions, Inc., a California corporation ("Contractor").
WITNESSETH:
A. WHEREAS, City proposes to utilize the services of Contractor as an independent contractor to provide agreement for Traffic Signal System Maintenance, as more fully described herein; and
B. WHEREAS, Contractor represents that it has that degree of specialized expertise contemplated within California Government Code Section 37103, and holds all necessary licenses to practice and perform the services herein contemplated; and C. WHEREAS, City and Contractor desire to contract for the specific services described in Exhibit "A" (the "Project") and desire to set forth their rights, duties and liabilities in connection with the services to be performed; and
D. WHEREAS, no official or employee of City has a financial interest, within the provisions of Sections 1090-1092 of the California Government Code, in the subject matter of this Agreement.
NOW, THEREFORE, for and in consideration of the mutual covenants and conditions contained herein, the parties hereby agree as follows:
1.0. SERVICES PROVIDED BY CONTRACTOR
1.1. Scope of Services. Contractor shall provide the professional services described in Contractor's Proposal ("Proposal"), attached hereto as Exhibit "A" and incorporated herein by this reference.
1.2. Professional Practices. All professional services to be provided by Contractor pursuant to this Agreement shall be provided by personnel experienced in their respective fields and in a manner consistent with the standards of care, diligence and skill ordinarily exercised by professional Contractors in similar fields and circumstances in accordance with sound professional practices. Contractor also warrants that it is familiar with all laws that may affect its performance of this Agreement and shall advise City of any changes in any laws that may affect Contractor's performance of this Agreement. Contractor shall keep itself informed of State and Federal laws and regulations which in any manner affect those employed by it or in any way affect the performance of its service pursuant to this Agreement. The Contractor shall at all times observe and comply with all such laws and regulations. Officers and employees shall not be liable at law or in equity occasioned by failure of the Contractor to comply with this section.
1.3. Performance to Satisfaction of City. Contractor agrees to perform all the work to the complete satisfaction of the City and within the hereinafter specified. Evaluations of the work will be done by the City Administrator or his or her designee. If the quality of work is not satisfactory, City in its discretion has the right to:
(a) Meet with Contractor to review the quality of the work and resolve the matters of concern;
(b) Require Contractor to repeat the work at no additional fee until it is satisfactory; and/or
(c) Terminate the Agreement as hereinafter set forth.
1.4. Warranty. Contractor warrants that it shall perform the services required by this Agreement in compliance with all applicable Federal and California employment laws, including, but not limited to, those laws related to minimum hours and wages; occupational health and safety; fair employment and employment practices; workers' compensation insurance and safety in employment; and all other Federal, State and local laws and ordinances applicable to the services required under this Agreement. Contractor shall indemnify and hold harmless City from and against all claims, demands, payments, suits, actions, proceedings, and judgments of every nature and description including attorneys' fees and costs, presented, brought, or recovered against City for, or on account of any liability under any of the above-mentioned laws, which may be incurred by reason of Contractor's performance under this Agreement.
1.5. Non-discrimination. In performing this Agreement, Contractor shall not engage in, nor permit its agents to engage in, discrimination in employment of persons because of their race, religion, color, national origin, ancestry, age, physical handicap, medical condition, marital status, sexual gender or sexual orientation, except as permitted pursuant to Section 12940 of the Government Code. Such actions shall include, but not be limited to the following: employment, upgrading, demotion or transfer, recruitment or recruitment advertising, layoff or termination, rates of pay or other forms of compensation and selection for training, including apprenticeship.
Contractor agrees to post in conspicuous places, available to employees and applicants for employment, a notice setting forth provisions of this non-discrimination clause.
Contractor shall, in all solicitations and advertisements for employees placed by, or on behalf of Contractor shall state that all qualified applicants will receive consideration for employment without regard to age, race, color, religion, sex, marital status, national origin, or mental or physical disability. Contractor shall cause the paragraphs contained in this Section to be inserted in all subcontracts for any work covered by the Agreement, provided that the foregoing provisions shall not apply to subcontracts for standard commercial supplies or raw materials.
1.6. Non -Exclusive Agreement. Contractor acknowledges that City may enter into agreements with other Contractors for services similar to the services that are subject to this Agreement or may have its own employees perform services similar to those services contemplated by this Agreement.
1.7. Delegation and Assignment. This is a personal service contract, and the duties set forth herein shall not be delegated or assigned to any person or entity without the prior written consent of City. Contractor may engage a subcontractor(s) as permitted by law and may employ other personnel to perform services contemplated by this Agreement at Contractor's sole cost and expense. All insurance requirements contained in this Agreement are independently applicable to any and all subcontractors that Contractor may engage during the term of this Agreement.
1.8. Confidentiality. Employees of Contractor in the course of their duties may have 2 Sear Electrical Solutions, Inc
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access to financial, accounting, statistical, and personnel data of private individuals and employees of City. Contractor covenants that all data, documents, discussion, or other information developed or received by Contractor or provided for performance of this Agreement are deemed confidential and shall not be disclosed by Contractor without written authorization by City. City shall grant such authorization if disclosure is required by law. All City data shall be returned to City upon the termination of this Agreement. Contractor's covenant under this Section shall survive the termination of this Agreement.
2.0. COMPENSATION AND BILLING
2.1. Compensation. Contractor shall be paid in accordance with the fee schedule set forth in Exhibit "A." Contractor's total compensation shall not exceed Five Hundred Ten Thousands Dollars ($510,000.00).
2.2. Additional Services. Contractor shall not receive compensation for any services provided outside the scope of services specified in the Contractor's Proposal or which is inconsistent with or in violation of the provisions of this Agreement unless the City or the Project Manager for this Project, prior to Contractor performing the additional services, approves such additional services in writing. It is specifically understood that oral requests and/or approvals of such additional services or additional compensation shall be barred and are unenforceable.
Should the City request in writing additional services that increase the hereinabove described "SCOPE OF SERVICES", an additional fee based upon the Contractor's standard hourly rates shall be paid to the Contractor for such additional services. Such increase in additional fees shall be limited to 25% of the total contract sum or $25,000 whichever is more. The City Engineer is authorized to approve a Change Order for such additional services.
2.3. Method of Billing. Contractor may submit invoices to the City for approval on a progress basis, but no more often than two times a month. Said invoice shall be based on the total of all Contractor's services which have been completed to City's sole satisfaction. City shall pay Contractor's invoice within forty-five (45) days from the date City receives said invoice. Each invoice shall describe in detail, the services performed, the date of performance, and the associated time for completion. Any additional services approved and performed pursuant to this Agreement shall be designated as "Additional Services" and shall identify the number of the authorized change order, where applicable, on all invoices.
2.4. Records and Audits. Records of Contractor's services relating to this Agreement shall be maintained in accordance with generally recognized accounting principles and shall be made available to City or its Project Manager for inspection and/or audit at mutually convenient times for a period of three (3) years from the Effective Date.
3.0. TIME OF PERFORMANCE
3.1. Commencement and Completion of Work. The professional services to be performed pursuant to this Agreement shall commence within five (5) days from the Effective Date of this Agreement. Said services shall be performed in strict compliance with the Project Schedule approved by City as set forth in Exhibit "A." The Project Schedule may be amended by mutual agreement of the parties. Failure to commence work in a timely manner and/or diligently pursue work to completion may be grounds for termination of this Agreement.
3.2. Excusable Delays. Neither party shall be responsible for delays or lack of performance resulting from acts beyond the reasonable control of the party or parties. Such acts 3 Bear Electrical Solutions, Inc
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shall include, but not be limited to, acts of God, fire, strikes, material shortages, compliance with laws or regulations, riots, acts of war, or any other conditions beyond the reasonable control of a party. If a delay beyond the control of the Contractor is encountered, a time extension may be mutually agreed upon in writing by the City and the Contractor. The Contractor shall present documentation satisfactory to the City to substantiate any request for a time extension.
4.0. TERM AND TERMINATION
4.1. Term. This Agreement shall commence on the Effective Date and continue for a period of 36 months, ending on June 30, 2026, unless previously terminated as provided herein or as otherwise agreed to in writing by the parties.
4.2. Notice of Termination. The City reserves and has the right and privilege of canceling, suspending or abandoning the execution of all or any part of the work contemplated by this Agreement, with or without cause, at any time, by providing at least fifteen (15) days prior written notice to Contractor. The termination of this Agreement shall be deemed effective upon receipt of the notice of termination. In the event of such termination, Contractor shall immediately stop rendering services under this Agreement unless directed otherwise by the City. If the City suspends, terminates or abandons a portion of this Agreement such suspension, termination or abandonment shall not make void or invalidate the remainder of this Agreement.
If the Contractor defaults in the performance of any of the terms or conditions of this Agreement, it shall have ten (10) days after service upon it of written notice of such default in which to cure the default by rendering a satisfactory performance. In the event that the Contractor fails to cure its default within such period of time, the City shall have the right, notwithstanding any other provision of this Agreement, to terminate this Agreement without further notice and without prejudice to any other remedy to which it may be entitled at law, in equity or under this Agreement.
The City shall have the right, notwithstanding any other provisions of this Agreement, to terminate this Agreement, at its option and without prejudice to any other remedy to which it may be entitled at law, in equity or under this Agreement, immediately upon service of written notice of termination on the Contractor, if the latter should:
a. Be adjudged a bankrupt;
b. Become insolvent or have a receiver of its assets or property appointed because of insolvency;
c. Make a general assignment for the benefit of creditors; d. Default in the performance of any obligation or payment of any indebtedness under this Agreement;
e. Suffer any judgment against it to remain unsatisfied or unbonded of record for thirty (30) days or longer; or
f. Institute or suffer to be instituted any procedures for reorganization or rearrangement of its affairs.
4.3. Compensation. In the event of termination, City shall pay Contractor for reasonable costs incurred and professional services satisfactorily performed up to and including 4 Bear Electrical Solutions, Inc
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the date of City's written notice of termination within thirty-five (35) days after service of the notice of termination. Compensation for work in progress shall be prorated based on the percentage of work completed as of the effective date of termination in accordance with the fees set forth herein.
In ascertaining the professional services actually rendered hereunder up to the effective date of termination of this Agreement, consideration shall be given to both completed work and work in progress, to complete and incomplete drawings, and to other documents pertaining to the services contemplated herein whether delivered to the City or in the possession of the Contractor. City shall not be liable for any claim of lost profits.
4.4. Documents. In the event of termination of this Agreement, all documents prepared by Contractor in its performance of this Agreement including, but not limited to, finished or unfinished design, development and construction documents, data studies, drawings, maps and reports, shall be delivered to the City within ten (10) days of delivery of termination notice to Contractor, at no cost to City. Any use of uncompleted documents without specific written authorization from Contractor shall be at City's sole risk and without liability or legal expense to Contractor.
5.0. INSURANCE
5.1. Minimum Scope and Limits of Insurance. Contractor shall obtain, maintain, and keep in full force and effect during the life of this Agreement all the following minimum scope of insurance coverages with an insurance company admitted to do business in California, rated "A," Class X, or better in the most recent Best's Key Insurance Rating Guide, and approved by City:
(a) Broad -form commercial general liability, in a form at least as broad as ISO from #CG 00 01 04 13, including premises -operations, products/completed operations, broad form property damage, blanket contractual liability, independent contractors, personal injury or bodily injury with a policy limit of not less than One Million Dollars ($1,000,000.00), combined single limits, per occurrence. If such insurance contains a general aggregate limit, it shall apply separately to this Agreement or shall be twice the required occurrence limit. If Contractor maintains higher limits that the specified minimum limits, City requires and shall be entitled to coverage for the high limits maintained by the Contractor.
(b) Business automobile liability for owned vehicles, hired, and non -owned vehicles, with a policy limit of not less than One Million Dollars ($1,000,000.00), combined single limits, each incident for bodily injury and property damage.
(c) Workers' compensation insurance as required by the State of California and Employers Liability Insurance with a minimum limit of $1,000,000 per accident for any employee or employees of Contractor. Contractor agrees to waive, and to obtain endorsements from its workers' compensation insurer waiving subrogation rights under its workers' compensation insurance policy against the City, its officers, agents, employees, and volunteers for losses arising from work performed by Contractor for the City and to require each of its subcontractors, if any, to do likewise under their workers' compensation insurance policies.
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Before execution of this Agreement by the City, the Contractor shall file with the Public Works Director/City Engineer the following signed certification:
I am aware of, and will comply with, Section 3700 of the Labor Code, requiring every employer to be insured against liability of Workers' Compensation or to undertake self-insurance before commencing any of the work.
The Contractor shall also comply with Section 3800 of the Labor Code by securing, paying for and maintaining in full force and effect for the duration of this Agreement, complete Workers' Compensation Insurance, and shall furnish a Certificate of Insurance to the Public Works Director/City Engineer before execution of this Agreement by the City. The City, its officers and employees shall not be responsible for any claims in law or equity occasioned by failure of the Contractor to comply with this section.
Neither the CITY nor any of its elected or appointed officials, officers, agents, employees, or volunteers makes any representation that the types of insurance and the limits specified to be carried by Contractor under this Agreement are adequate to protect Contractor. If Contractor believes that any such insurance coverage is insufficient, Contractor shall provide, at its own expense, such additional insurance as Contractor deems adequate.
5.2. Endorsements. The commercial general liability insurance policy and business automobile liability policy shall contain or be endorsed to contain the following provisions as worded below:
(a) Additional insureds: "The City of Placentia and its elected and appointed boards, officers, officials, agents, employees, and volunteers are additional insureds with respect to: liability arising out of activities performed by or on behalf of the Contractor pursuant to its contract with the City; products and completed operations of the Contractor; premises owned, occupied or used by the Contractor; automobiles owned, leased, hired, or borrowed by the Contractor."
(b) Notice: "Contractor shall provide immediate written notice if (1) any of the required insurance policies is terminated; (2) the limits of any of the required polices are reduced; (3) or the deductible or self-insured retention is increased. In the event of any cancellation or reduction in coverage or limits of any insurance, Contractor shall forthwith obtain and submit proof of substitute insurance. Should Contractor fail to immediately procure other insurance, as specified, to substitute for any canceled policy, the City may procure such insurance at Contractor's sole cost and expense." (c) Other insurance: "The Contractor's insurance coverage shall be primary insurance as respects the City of Placentia, its officers, officials, agents, employees, and volunteers. Any other insurance maintained by the City of Placentia shall be excess and not contributing with the insurance provided by this policy."
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(d) Any failure to comply with the reporting provisions of the policies shall not affect coverage provided to the City of Placentia, its officers, officials, agents, employees, and volunteers.
(e) The Contractor's insurance shall apply separately to each insured against whom claim is made or suit is brought, except with respect to the limits of the insurer's liability.
5.3. Deductible or Self -Insured Retention. If any of such policies provide for a deductible or self-insured retention to provide such coverage, the amount of such deductible or self-insured retention shall be approved in advance by City. No policy of insurance issued as to which the City is an additional insured shall contain a provision which requires that no insured except the named insured can satisfy any such deductible or self-insured retention.
5.4. Certificates of Insurance. Contractor shall provide to City certificates of insurance showing the insurance coverages and required endorsements described above, in a form and content approved by City, prior to performing any services under this Agreement. The certificates of insurance and endorsements shall be attached hereto as Exhibit "B" and incorporated herein by this reference.
5.5. Non -limiting. Nothing in this Section shall be construed as limiting in any way, the indemnification provision contained in this Agreement, or the extent to which Contractor may be held responsible for payments of damages to persons or property.
6.0. GENERAL PROVISIONS
6.1. Entire Agreement. This Agreement constitutes the entire agreement between the parties with respect to any matter referenced herein and supersedes any and all other prior writings and oral negotiations. This Agreement may be modified only in writing and signed by the parties in interest at the time of such modification. The terms of this Agreement shall prevail over any inconsistent provision in any other contract document appurtenant hereto, including exhibits to this Agreement.
6.2. Representatives. The City Administrator or his or her designee shall be the representative of City for purposes of this Agreement and may issue all consents, approvals, directives and agreements on behalf of the City, called for by this Agreement, except as otherwise expressly provided in this Agreement.
Contractor shall designate a representative for purposes of this Agreement who shall be authorized to issue all consents, approvals, directives and agreements on behalf of Contractor called for by this Agreement, except as otherwise expressly provided in this Agreement.
6.3. Proiect Managers. City shall designate a Project Manager to work directly with Contractor in the performance of this Agreement. It shall be the Contractor's responsibility to assure that the Project Manager is kept informed of the progress of the performance of the services and the Contractor shall refer any decision, which must be made by City, to the Project Manager. Unless otherwise specified herein, any approval of City required hereunder shall mean the approval of the Project Manager.
Contractor shall designate a Project Manager who shall represent it and be its 7 Bear Electrical Solutions, Inc
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agent in all consultations with City during the term of this Agreement and who shall not be changed by Contractor without the express written approval by the City. Contractor or its Project Manager shall attend and assist in all coordination meetings called by City.
6.4. Notices. Any notices, documents, correspondence or other communications concerning this Agreement, or the work hereunder may be provided by personal delivery, facsimile or if mailed, shall be addressed as set forth below and placed in a sealed envelope, postage prepaid, and deposited in the United States Postal Service. Such communication shall be deemed served or delivered: a) at the time of delivery if such communication is sent by personal delivery; b) at the time of transmission if such communication is sent by facsimile; and c) 72 hours after deposit in the U.S. Mail as reflected by the official U.S. postmark if such communication is sent through regular United States mail.
IF TO CONTRACTOR:
Bear Electrical Solutions, Inc.
1341 Archer Street
P.O. Box 924
Alviso, CA 95002-0924
Tel: (408) 449-5178
Fax:
Attn: Robert Asuncion, President
IF TO CITY:
City of Placentia
401 E. Chapman
Placentia, CA 92870
Tel: (714) 993-8120
Fax:
Attn: Luis Estevez
6.5. Attorneys' Fees. In the event that litigation is brought by any party in connection with this Agreement, the prevailing party shall be entitled to recover from the opposing party all costs and expenses, including reasonable attorneys' fees, incurred by the prevailing party in the exercise of any of its rights or remedies hereunder or the enforcement of any of the terms, conditions, or provisions hereof.
6.6. Governing Law. This Agreement shall be governed by and construed under the laws of the State of California without giving effect to that body of laws pertaining to conflict of laws. In the event of any legal action to enforce or interpret this Agreement, the parties hereto agree that the sole and exclusive venue shall be a court of competent jurisdiction located in Orange County, California. Contractor agrees to submit to the personal jurisdiction of such court in the event of such action.
6.7. Assignment. Contractor shall not voluntarily or by operation of law assign, transfer, sublet or encumber all or any part of Contractor's interest in this Agreement without City's prior written consent. Any attempted assignment, transfer, subletting or encumbrance shall be void and shall constitute a breach of this Agreement and cause for termination of this Agreement.
Regardless of City's consent, no subletting or assignment shall release Contractor of Contractor's obligation to perform all other obligations to be performed by Contractor hereunder for the term of this Agreement.
6.8. Indemnification and Hold Harmless. Contractor agrees to defend, indemnify, hold free and harmless the City, its elected and appointed officials, officers, agents and employees, at Contractor's sole expense, from and against any and all claims, demands, actions, suits or other legal proceedings brought against the City, its elected and appointed officials, officers, agents and employees arising out of the performance of the Contractor, its employees, and/or authorized subcontractors, of the work undertaken pursuant to this Agreement. The 8 Bear Electrical Solutions, Inc
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defense obligation provided for hereunder shall apply whenever any claim, action, complaint or suit asserts liability against the City, its elected and appointed officials, officers, agents and employees based upon the work performed by the Contractor, its employees, and/or authorized subcontractors under this Agreement, whether or not the Contractor, its employees, and/or authorized subcontractors are specifically named or otherwise asserted to be liable.
Notwithstanding the foregoing, the Contractor shall not be liable for the defense or indemnification of the City for claims, actions, complaints or suits arising out of the sole active negligence or willful misconduct of the City. This provision shall supersede and replace all other indemnity provisions contained either in the City's specifications or Contractor's Proposal, which shall be of no force and effect.
6.9. Independent Contractor. Contractor is and shall be acting at all times as an independent contractor and not as an employee of City. Contractor shall have no power to incur any debt, obligation, or liability on behalf of City or otherwise act on behalf of City as an agent.
Neither City nor any of its agents shall have control over the conduct of Contractor or any of Contractor's employees, except as set forth in this Agreement. Contractor shall not, at any time, or in any manner, represent that it or any of its or employees are in any manner agents or employees of City. Contractor shall secure, at its sole expense, and be responsible for any and all payment of Income Tax, Social Security, State Disability Insurance Compensation, Unemployment Compensation, and other payroll deductions for Contractor and its officers, agents, and employees, and all business licenses, if any are required, in connection with the services to be performed hereunder. Contractor shall indemnify and hold City harmless from any and all taxes, assessments, penalties, and interest asserted against City by reason of the independent contractor relationship created by this Agreement. Contractor further agrees to indemnify and hold City harmless from any failure of Contractor to comply with the applicable worker's compensation laws. City shall have the right to offset against the amount of any fees due to Contractor under this Agreement any amount due to City from Contractor as a result of Contractor's failure to promptly pay to City any reimbursement or indemnification arising under this paragraph.
6.10. PERS Eligibility Indemnification. In the event that Contractor or any employee, agent, or subcontractor of Contractor providing services under this Agreement claims or is determined by a court of competent jurisdiction or the California Public Employees Retirement System (PERS) to be eligible for enrollment in PERS as an employee of the City, Contractor shall indemnify, defend, and hold harmless City for the payment of any employee and/or employer contributions for PERS benefits on behalf of Contractor or its employees, agents, or subcontractors, as well as for the payment of any penalties and interest on such contributions, which would otherwise be the responsibility of City.
Notwithstanding any other agency, state or federal policy, rule, regulation, law or ordinance to the contrary, Contractor and any of its employees, agents, and subcontractors providing service under this Agreement shall not qualify for or become entitled to, and hereby agree to waive any claims to, any compensation, benefit, or any incident of employment by City, including but not limited to eligibility to enroll in PERS as an employee of City and entitlement to any contribution to be paid by City for employer contribution and/or employee contributions for PERS benefits.
6.11. Cooperation. In the event any claim or action is brought against City relating to Contractor's performance or services rendered under this Agreement, Contractor shall render any reasonable assistance and cooperation which City might require. 9 Bear Electrical Solutions, Inc
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6.12. Ownership of Documents. All findings, reports, documents, information and data including, but not limited to, computer tapes or discs, preliminary notes, working documents, files and tapes furnished or prepared by Contractor or any of its subcontractors in the course of performance of this Agreement, shall be and remain the sole property of City. Contractor agrees that any such documents or information shall not be made available to any individual or organization without the prior consent of City but shall be made available to the City within ten (10) days of request or within ten (10) days of termination. Any use of such documents for other projects not contemplated by this Agreement, and any use of incomplete documents, shall be at the sole risk of City and without liability or legal exposure to Contractor. City shall indemnify and hold harmless Contractor from all claims, damages, losses, and expenses, including attorneys' fees, arising out of or resulting from City's use of such documents for other projects not contemplated by this Agreement or use of incomplete documents furnished by Contractor.
Contractor shall deliver to City any findings, reports, documents, information, data, preliminary notes and working documents, in any form, including but not limited to, computer tapes, discs, files audio tapes or any other Project related items as requested by City or its authorized representative, at no additional cost to the City. Contractor or Contractor's agents shall execute such documents as may be necessary from time to time to confirm City's ownership of the copyright in such documents.
6.13. Public Records Act Disclosure. Contractor has been advised and is aware that this Agreement and all reports, documents, information and data, including, but not limited to, computer tapes, discs or files furnished or prepared by Contractor, or any of its subcontractors, pursuant to this Agreement and provided to City may be subject to public disclosure as required by the California Public Records Act (California Government Code Section 6250 et seq.).
Exceptions to public disclosure may be those documents or information that qualify as trade secrets, as that term is defined in the California Government Code Section 6254.7, and of which Contractor informs City of such trade secret. The City will endeavor to maintain as confidential all information obtained by it that is designated as a trade secret. The City shall not, in any way, be liable or responsible for the disclosure of any trade secret including, without limitation, those records so marked if disclosure is deemed to be required by law or by order of the Court.
6.14. Conflict of Interest. Contractor and its officers, employees, associates and subcontractors, if any, will comply with all conflict of interest statutes of the State of California applicable to Contractor's services under this agreement, including, but not limited to, the Political Reform Act (Government Code Sections 81000, et seq.) and Government Code Section 1090.
During the term of this Agreement, Contractor and its officers, employees, associates and subcontractors shall not, without the prior written approval of the City Representative, perform work for another person or entity for whom Contractor is not currently performing work that would require Contractor or one of its officers, employees, associates or subcontractors to abstain from a decision under this Agreement pursuant to a conflict of interest statute.
6.15. Responsibility for Errors. Contractor shall be responsible for its work and results under this Agreement. Contractor, when requested, shall furnish clarification and/or explanation as may be required by the City's representative, regarding any services rendered under this Agreement at no additional cost to City. In the event that an error or omission attributable to Contractor occurs, then Contractor shall, at no cost to City, provide all necessary design drawings, estimates and other Contractor professional services necessary to rectify and correct the matter to the sole satisfaction of City and to participate in any meeting required with regard to the correction.
6.16. Prohibited Employment. Contractor will not employ any regular employee of City 10 Bear Electrical Solutions, Inc
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while this Agreement is in effect.
6.17. Order of Precedence. In the event of an inconsistency in this Agreement and any of the attached Exhibits, the terms set forth in this Agreement shall prevail. If, and to the extent this Agreement incorporates by reference any provision of any document, such provision shall be deemed a part of this Agreement. Nevertheless, if there is any conflict among the terms and conditions of this Agreement and those of any such provision or provisions so incorporated by reference, the conflict shall be resolved by giving precedence in the following order, if applicable:
This Agreement, the City's Request for Proposals, the Contractor's Proposal.
6.18. Costs. Each party shall bear its own costs and fees incurred in the preparation and negotiation of this Agreement and in the performance of its obligations hereunder except as expressly provided herein.
6.19. No Third Party Beneficiary Rights. This Agreement is entered into for the sole benefit of City and Contractor and no other parties are intended to be direct or incidental beneficiaries of this Agreement and no third party shall have any right in, under or to this Agreement.
6.20. Headings. Paragraphs and subparagraph headings contained in this Agreement are included solely for convenience and are not intended to modify, explain or to be a full or accurate description of the content thereof and shall not in any way affect the meaning or interpretation of this Agreement.
6.21. Construction. The parties have participated jointly in the negotiation and drafting of this Agreement. In the event an ambiguity or question of intent or interpretation arises with respect to this Agreement, this Agreement shall be construed as if drafted jointly by the parties and in accordance with its fair meaning. There shall be no presumption or burden of proof favoring or disfavoring any party by virtue of the authorship of any of the provisions of this Agreement.
6.22. Amendments. Only a writing executed by the parties hereto or their respective successors and assigns may amend this Agreement.
6.23. Waiver. The delay or failure of either party at any time to require performance or compliance by the other of any of its obligations or agreements shall in no way be deemed a waiver of those rights to require such performance or compliance. No waiver of any provision of this Agreement shall be effective unless in writing and signed by a duly authorized representative of the party against whom enforcement of a waiver is sought. The waiver of any right or remedy in respect to any occurrence or event shall not be deemed a waiver of any right or remedy in respect to any other occurrence or event, nor shall any waiver constitute a continuing waiver.
6.24. Severabilitv. If any provision of this Agreement is determined by a court of competent jurisdiction to be unenforceable in any circumstance, such determination shall not affect the validity or enforceability of the remaining terms and provisions hereof or of the offending provision in any other circumstance. Notwithstanding the foregoing, if the value of this Agreement, based upon the substantial benefit of the bargain for any party, is materially impaired, which determination made by the presiding court or arbitrator of competent jurisdiction shall be binding, then both parties agree to substitute such provision(s) through good faith negotiations.
6.25. Counterparts. This Agreement may be executed in one or more counterparts, each of which shall be deemed an original. All counterparts shall be construed together and shall 11 Bear Electrical Solutions, Inc
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constitute one agreement.
6.26. Corporate Authority. The persons executing this Agreement on behalf of the parties hereto warrant that they are duly authorized to execute this Agreement on behalf of said parties and that by doing so the parties hereto are formally bound to the provisions of this Agreement.
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed by and through their respective authorized officers, as of the date first above written.
CITY OF PLACENTIA,
A municipal corporation
Damien R. Arrula, City Administrator
ATTEST:
Robert S. McKinnell, City Clerk and ex -officio Clerk
of the City of Placentia
CONTRACTOR
Signature
Name and Title
Social Security or Taxpayer ID Number
APPROVED AS TO FORM:
Christian L. Bettenhausen, City Attorney
APPROVED AS TO INSURANCE:
12 Date:
Date:
Date:
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Rosanna Ramirez, Risk Management
APPROVED AS TO CONTENT:
Kyra Tao, Transportation Manager
DEPARTMENTAL APPROVAL:
Luis Estevez, Deputy City Administrator
13 Date:
Date:
Date:
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EXHIBIT A
CONTRACTOR'S PROPOSAL AND SCOPE OF WORK
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EXHIBIT B
CERTIFICATES OF INSURANCE AND ENDORSEMENTS
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EXHIBIT 'A'
SCOPE OF WORK FOR
TRAFFIC SIGNAL MAINTENANCE SERVICES
1. GENERAL
Contractor shall provide monthly preventive maintenance, approved response maintenance and emergency response maintenance to traffic signal equipment, safety lights, flashing beacons, speed feedback signs, and other existing/future related equipment by duly trained and qualified personnel approved by the City.
Contractor shall furnish all tools, equipment, apparatus, facilities, labor, services and material and perform all work necessary to maintain in a good and workmanlike manner all traffic signal facilities at the locations listed herein.
All work performed or equipment or parts supplied by Contractor shall be subject to the inspection and approval of City. The "City" shall mean Director of Public Works or their authorized representative. "Director of Public Works" shall mean the Director of Public Works or authorized representative.
All Preventive Maintenance will be billed at an established unit bid price, with extraordinary maintenance and repairs along with emergency response maintenance paid on a time and material basis based on the established hourly labor rates in the bid schedule. Materials may only be marked up a maximum of 15% and back up materials indicating the cost for the materials paid by the contractor shall be submitted with all extraordinary maintenance and repair invoices. All vehicle and equipment rates shall be included in the hourly rate paid for extraordinary or emergency work. No additional compensation will be allowed.
Any inability to provide Preventive Maintenance, as scheduled, to each traffic signal, safety Tight, flashing beacon, and speed feedback sign will result in Contractor being subjected to liquidated damages of $400 per day, per traffic signal location.
Contractor shall provide Emergency Response for City's traffic signals, safety lights, flashing beacons and speed feedback signs on a twenty-four (24) hour a day, seven (7) days per week basis, including all holidays.
Contractor shall cooperate with City in recalibrating traffic signal coordination timing and progression. Contractor shall change the timing of traffic signals only upon the direction or advance written approval of City. During emergency conditions, Contractor shall assure full cooperation with the City and employees of the City and other agencies, as indicated.
Contractor shall not represent City in matters of policy or procedures under this contract, shall not make any reference to City policy or procedures to other than the City, and shall refer all questions or inquiries from the public regarding policy, procedures, or terms and conditions of the contract, to City. 1 2. QUALIFICATIONS
Contractor shall have available and readily accessible all required tools, equipment, apparatus, facilities, skilled labor services and materials to perform all work necessary to maintain the traffic signal facilities in good workmanlike manner.
All signal work shall be performed in accordance with the latest Standard Plans and Section 86 of the Standard Specifications for the State of California, Department of Transportation, and shall be in compliance with the latest version of the California Manual on Uniform Traffic Control Devices (CA MUTCD).
Contractor shall assign at least one full-time signal maintenance technician to maintain City's signals, flashers, and appurtenant equipment. At a minimum, one of these technicians shall have certifications of Level II Traffic Signal Technician from the International Municipal Signal Association (IMSA, for at least two years.
City requires a list of the signal maintenance technicians anticipated to work regularly in City. City reserves the right to determine the Contractor's assignment of personnel to City. If appropriate, Contractor shall replace any personnel assigned to City whose performance is considered unacceptable by City. City shall be consulted on any planned change in personnel prior to implementation.
Contractor shall have on hand at all times at least two (2) spare systems compatible controllers for City use in the event of emergency.
Contractor shall maintain a single local telephone number where a live person can be reached twenty-four (24) hours per day. This telephone number shall be made available to all persons designated by City.
Contractor shall have skilled personnel and proper lab -testing facilities to perform inspection of new controller mechanisms including controller units, auxiliary equipment and traffic control appurtenances. All testing and test facilities shall conform to current NEMA Specifications.
Contractor shall keep itself informed of all State and Federal laws and regulations that in any manner affect those employed by it or in any way affect the performance of its services pursuant to this RFP or its proposal. Contractor shall, at all times, observe and comply with all such laws and regulations. City, and its officers and employees, shall not be liable at law or in equity by reason of the failure of Contractor to comply with this paragraph.
3. EQUIPMENT REQUIRED
Contractor shall provide vehicle(s) to be used by the technicians serving the City, which shall be equipped with a permanently mounted arrow board; warning beacon/strobe lights; traffic cones; construction warning signs; a hydraulic bucket capable of reaching a height of at least twenty-eight (28) feet above the roadway surface; necessary computer laptop for programming, maintenance and testing of traffic signal controllers and various equipment; portable CCTV monitor; and communications equipment for dispatch. All of Contractor's employees working within the boundaries of City shall be equipped with a communications device 2 capable of instant 2 -way communications for extended periods of time with Contractor's shop or with City staff.
Contractor must possess and have readily available, in functioning order, all required tools, equipment, apparatus, facilities and materials needed to perform all work necessary to maintain and repair the traffic signals, safety lights, flashing beacons and speed feedback signs in the City, in compliance with current Caltrans and County of Orange standards and specifications. All excess materials and equipment in Contractor's inventory shall be the property and responsibility of Contractor until such materials or equipment is used or installed in City.
Contractor shall be equipped with spare parts sufficient to return a defective signal to operation following ordinary trouble calls. In those cases where a complex controller or component has to be repaired, Contractor shall install a substitute controller or component of his own while he is repairing the defective controller or component. Such substitute equipment shall be compatible with City's system.
4. PREVENTIVE MAINTENANCE
The agreement price for Preventive Maintenance shall include the following services and any other service not specified under Approved Response Maintenance or Emergency Response Maintenance, including service of the signalized intersections within the BNSF Railroad Corridor Quiet Zone. a. Quite Zone Intersections
Quiet Zone intersections include railroad pre-emption, additional signal heads and additional equipment in the controller cabinets to monitor and operate the loop detectors associated with the railroad quad gate system. The current Quiet Zone locations are listed below:
Orangethorpe Avenue and Richfield Road
Orangethorpe Avenue and Van Buren Street
Orangethorpe Avenue and Jefferson Street
b. Monthly Inspections
Contractor shall make a routine inspection of all traffic signal equipment, including the interconnect conduit/cables, video detection cameras, flashing beacons, RRFB's and permanent speed feedback signs, once per month. Contractor shall maintain a written record in each controller cabinet showing the date and time checked. Controller assemblies shall not be replaced, except for repair, without prior approval of City.
The monthly inspection of each signalized intersection shall include, at a minimum, the following:
1. Walk the intersection and visually inspect all signal heads and video detectors (where applicable) for proper operation, alignment, broken lenses, and missing parts. Depress all pedestrian push buttons and 3 observe the proper timing and display. Report any observed problems to City. Correct any minor observed problems as soon as possible thereafter and make arrangements for any other needed repairs/replacements.
2. Contractor shall furnish and replace all standard LED signal modules at all traffic signals as they become non-functional or inoperative.
Material and/or labor and equipment for all LED outages still covered under manufacture warranty is included, when applicable.
3. Examine the functioning of the controller in relation to the traffic.
Report functional and timing problems to City as soon as possible.
Correct functional problems as soon as approved by City.
4. Inspect, clean, and adjust each controller and cabinet assembly, each video detection camera, and each battery backup system.
5. Observe and check for proper operation of the detector loops and amplifiers. Adjust or re -tune the detector amplifiers and correct substandard splices, as necessary. Report improper detection operation and causes to City.
6. Inspect all relays, switches, and terminals, etc. and replace or make adjustments, as necessary. Make arrangements to promptly fix those deficiencies which cannot be corrected immediately.
7. Check and adjust fan operation. Check the filter for tight fit, and tape, if required. Clean and vacuum the cabinet, as necessary. Examine cabinet exterior for water, excessive dampness, and plant or animal intrusion. Determine cause and correct the condition.
8. Inspect battery backup system (if the signal is equipped with such unit) to ensure unit is fully charged. Report improper operation to City.
9. Manually record inspection date and time in controller cabinet and send written confirmation of monthly inspection with
recommendations to the City.
The monthly inspection of City's signal system shall also include the tasks listed below.
Report all malfunctions to City and make arrangements to promptly fix deficiencies.
1. Make nighttime drive through to visually inspect for malfunctions of traffic signals, illuminated street name signs (ISNS) and highway safety lights. Contractor shall submit a monthly night survey to City indicating outages of traffic signals, safety lights, and illuminated street name signs, and the date and time of the survey for each.
2. Observe and check the flashing beacons and RRFB's for proper operation and for missing or damaged equipment.
4 3. Observe and check the permanent speed feedback signs for proper operation and for missing or damaged equipment.
The 3 -month inspection of each signalized intersection (in addition to monthly) shall include, at a minimum:
1. Check the signal timing settings and match with the timing sheet found in the controller cabinet provided by City. Immediately report and discrepancies to City.
2. Visually inspect roadway along loop detectors for possible exposed wires, cracks and potholes. Contractor shall clean and fill deteriorated loop detector saw cuts with epoxy as necessary. Once it is determined by City that the saw cut has deteriorated to a point that applying more epoxy is insufficient, the detector shall be replaced. Contractor shall replace deteriorated loop detectors as part of approved response maintenance (Section 5) at the contract unit price. This price shall include the saw cut lead-ins as required.
Contractor shall also inspect loop stub out and home run locations for deterioration and depressions, and fill, as necessary. All loop detector problems and repairs shall be reported to City in writing.
3. Make any minor repairs to controller, monitor and other equipment, as needed. Otherwise, report other needed repairs to City and arrange for the repairs.
4. Check operation of City -owned battery backup systems and batteries and make recommendation to the City.
5. Manually record inspection date and time in controller cabinet and send written confirmation of monthly inspection with
recommendations to the City.
The 6 -month inspection of each signalized intersection (in addition to monthly and 3 -month) shall include, at a minimum:
1. Replace the air filter elements, in all cabinets so equipped.
Replacement shall be a vinyl -poly air filter. No paper or metal filters are to be used.
2. Check ground rod clamps and wire.
3. Check for all cabinet documentation to make sure it is in cabinet.
4. Check operation of fan and thermostat.
5. Check operation of ground fault receptacle.
6. Visually check integrity of splices.
7. Manually record inspection date and time in controller cabinet and send written confirmation of monthly inspection with
recommendations to the City.
5 Annual Preventive Maintenance of each signalized intersection (In addition to monthly, 3 -month and 6 -month) shall include, at a minimum:
1. Clean and polish all traffic signal and video camera lenses.
2. Check weatherproof gaskets on controller cabinet.
3. Check duct sealant.
4. Lubricate hinges and locks on controller cabinet.
5. Check all indicator lamps. Replace all incandescent lamps.
6. Test and record illuminence of all LED lamps. Replace all lamps that fail minimum required levels (See monthly note).
7. Open and inspect all pull boxes.
8. Check all connectors.
9. Check all detector extensions.
10. Manually record inspection date and time in controller cabinet and send written confirmation of monthly inspection with
recommendations to the City.
c. Compensation for Preventive Maintenance
City will compensate Contractor based on the unit bid pricing included in the base bid schedule for Preventive Maintenance in Exhibit B for the monthly, quarterly, bi- annually, and annual preventive maintenance services previously described in this section.
d. Compensation for Preventive Maintenance
City will compensate Contractor based on a time and materials basis utilizing the hourly rates included in the Contrator's bid schedule. Time shall be calculated in 1/4 hour increments. A maximum 15% markup on all materials purchased and utilized for repairs will be allowed. Backup materials outlining the costs paid by the Contractor for materials utilized for Extraordinary Repairs must be attached to the invoice. All vehicle and equipment costs shall be included in the hourly rates provided in the bid schedule. Responding drive time to the affected intersection shall NOT be included in the total number of hours to be compensated for Extraordinary or Emergency response work.
5. APPROVED RESPONSE MAINTENANCE
Contractor shall investigate and determine the corrective requirements for each reported malfunction, failure or outage of the traffic signal system. The malfunctions, failures or outages that do not require an emergency response (see Section 6), shall be considered "Approved Response Maintenance" that shall only 6 be performed upon approval by City (see "Notification"). City will provide a simple approval form that can be faxed or emailed to the City for a quick response.
Contractor shall replace or repair any and all defective parts of the signal system caused by signal failure or malfunction, as the occasion arises, including, but not limited to the signal controller, master controllers, modems, conflict monitors, relays, interconnect, flashers, lamps, LED modules, detector loops, video detection cameras, home run locations, push buttons, sensing units, safety lights, illuminated street name sign lights (ISNS), safety lights, load switches, flasher switches, breaker switches, ballasts, starters, sockets, fuses, fuse holders, photoelectric cells, battery back-up units, and wiring systems. ISNS lamps shall be F72T2 Cool White Fluorescent lamps meeting the requirements of ANSI STD.
C78. At the time of "re -tamping", Contractor shall clean and polish all lenses and reflectors, align signal heads and adjust all mast arm mounted street name signs, including illuminated street name signs, and safety lights.
No permanent change shall be made without prior approval of City. Whenever equipment is removed, Contractor shall notify City by phone and email within twenty-four (24) hours.
a. Approved Response Maintenance shall consist of but not be limited to the following:
1. Loop detector replacement.
2. LED module replacement.
3. LED module replacement.
4. ISNS lamp replacement.
5. Safety light replacement.
6. Replacement of internally illuminated street name signs.
Replacements shall meet the latest CA MUTCD standards,
particularly regarding letter size.
7. Replacement of Walk/Don't Walk pedestrian signal lamps, as they become non-functional or inoperative, or as directed by City, with solid-state (Walking Person/Upraised Hand or Walking
Person/Upraised Hand/Countdown pedestrian signal) indicators.
8. Replacement of Walking Person/Upraised Hand and Walking Person/Upraised Hand/LEDs as they become non-functional or inoperative. May be upgraded to Walking Person/Upraised Hand/Countdown pedestrian signal indicators, as directed by City.
Contractor shall also replace ballasts and transformers/solid-state transformers for these units as required.
9. Replacement of Walking Person/Upraised Hand/Countdown pedestrian signal lamps/LEDs as they become non-functional or 7 inoperative. Contractor shall also replace ballasts and transformers/solid-state transformers for these units as required.
10. Installation of complete new pedestrian heads with Walking Person/Upraised Hand or Walking Person/Upraised
Hand/Countdown pedestrian signal indications (as directed by City), solid-state transformers, and clamshell mountings.
11. Repainting of electric meter service cabinets, and controller cabinets.
Repainting shall be conducted by spray -painting methods. Controller cabinets shall be painted with enamel (aluminum color) or as otherwise directed by City.
12. Installation or replace of new battery back-up units, as directed by the Director of Public Works.
13. Installation or replacement of new electrical service cabinets as directed by the Director of Public Works.
14. Minor upgrades or installations as directed by City. b. Notification. Contractor shall contact the Director of Public Works or his approved designee regarding any Approved Response Maintenance and obtain City's prior approval before the work is scheduled, using the Approval Form provided by City. Contractor shall notify the Director of Public Works or his approved designee and obtain approval in advance before any work is commenced, except in emergencies where injury or property damage may result without prompt response.
c. Compensation for Approved Response Maintenance
City shall compensate Contractor for Approved Response Maintenance required beyond the scope of Preventive Maintenance as follows:
1. Materials. City shall pay Contractor for materials used in Approved Response Maintenance at Contractor's cost from the supplier plus the percentage markup specified in this agreement. All materials and parts shall be new or have the approval of the Director of Public Works, if otherwise. City has the right to inspect Contractor's records to verify any material costs used in Approved Response
Maintenance.
2. Direct Labor. Contractor shall present with his monthly invoice a record of hours spent in Approved Response Maintenance of traffic signals and appurtenances per intersection. City shall pay Contractor for such hours of Approved Response Maintenance at the rates specified in this agreement. Said hourly rates shall be the total cost to City. Rates shall include all compensation for wages, profit, overhead, any fringe benefits such as employer payments to, or on behalf of workmen for health and welfare, insurance worker's compensation, pension, vacation, sick leave or any local, State, 8 Federal or union tax or assessment and vehicle and equipment costs.
6. EMERGENCY RESPONSE MAINTENANCE
Emergency Response Maintenance is typically performed in response to a failure or malfunction of the signal system caused by vehicle collision, vandalism, civil disorder, windstorm, natural disasters, street construction, or excavation, where injury or property damage may result without prompt response.
Contractor shall investigate and determine the corrective requirements for each reported malfunction, failure or outage of the traffic signal system. The malfunctions, failures or outages that require an emergency response, shall be considered "Emergency Response Maintenance," not requiring advance approval by City. In response to an emergency, Contractor shall replace or repair any and all defective parts of the signal system causing signal failure or malfunction, as needed to bring the signal system to operating condition.
Contractor shall maintain a twenty-four (24) hour per day emergency service for the repair of controller malfunctions or any damage creating a public hazard, for which Contractor shall repair parts, replace parts and lamps, and otherwise keep the traffic signals in good working condition. Contractor shall maintain a local telephone number where he can be reached twenty-four (24) hours per day. This telephone number is to be made available to all persons designated by City.
Contractor shall respond within one (1) hour to service calls on an emergency basis. However, Contractor shall respond immediately to emergency calls such as a total blackout, when directed by City or Public Safety personnel.
For the emergency repair of a signal, which is totally blacked out, the following procedure of traffic control shall apply:
a. Contractor shall dispatch qualified personnel and equipment to reach the site within one (1) hour under normal conditions. Contractor's vehicles shall carry traffic cones, flashing arrow boards, traffic warning signs, etc., which shall be used when directing traffic during an emergency and/or when deemed necessary by the signal technician or City Representative. b. If no police officer is present and temporary stop signs have been set up when Contractor arrives at the site, Contractor shall set up more traffic warning and control devices if deemed necessary and proceed to repair the signal. After the signal is back in operation, Contractor shall remove all of the temporary traffic control devices and return those devices owned by City to the City Yard.
c. Compensation for Emeraencv Response Maintenance
City shall compensate Contractor for Emergency Response Maintenance required beyond the scope of Preventive Maintenance as follows:
9 1. Materials. City shall pay Contractor for materials used in Emergency Response Maintenance at Contractor's cost from the supplier plus the percentage markup specified in this agreement. All materials and parts shall be new or have the approval of the Director of Public Works, if otherwise. City has the right to inspect Contractor's records to verify any material costs used in Emergency Response Maintenance.
2. Direct Labor. Contractor shall present with his monthly invoice a record of hours spent in Emergency Response Maintenance for traffic signals and appurtenances per intersection. City shall pay Contractor for such hours of Emergency Response Maintenance at the rates specified in this agreement. Said hourly rates shall be the total cost to City. Rates shall include all compensation for wages, profit, overhead, any fringe benefits such as employer payments to, or on behalf of workmen for health and welfare, insurance worker's compensation, pension, vacation, sick leave, or any local, State, Federal or union tax or assessment.
7. NOTIFICATION
Contractor shall notify City within 24 hours of the alteration of the operation of any signal or the installation or removal of any substitute controller or component, by telephone and by e-mail.
8. SHUTDOWNS
Contractor shall notify the Placentia Police Department and the Director of Public Works of any signal turn-offs or turn -ons necessitated by his operations and shall not make said turn-offs or turn -ons until a police officer is present or unless given permission to proceed without police control by the Director of Public Works.
9. RECORDS
Contractor shall maintain a record of all service calls and work performed upon the signal equipment, listing dates, hour of day and description of service work performed. A copy of such record shall be maintained at all times within the controller cabinet at each signal location.
A log sheet giving a brief description of all Preventive Maintenance, Approved Response Maintenance and Emergency Response Maintenance shall be attached to each monthly invoice.
Each monthly invoice shall summarize the work performed, noting the monthly Preventive Maintenance fee, the total fee for Approved Response Maintenance for the month, the total fee for Emergency Response Maintenance for the month, and the grand total of charges for the month. A monthly report of activities for each intersection's events, sorted by type of maintenance, then sorted by date/time, shall be attached to the monthly invoice in support of the monthly charges. 10 10. COMPENSATION
City will compensate Contractor at the unit price per signalized intersection for Preventive Maintenance, and at the labor and equipment costs for Approved Response Maintenance and Emergency Response Maintenance, as described in sections 4, 5 and 6 herein per month.
Contractor shall agree to receive and accept the prices shown in his bid proposal as full compensation for furnishing all materials and for doing all the work contemplated and embraced in the RFP and proposal; and also for all loss or damage arising out work performed, or from the action of the elements, or from any unforeseen difficulties or obstructions which may arise or be encountered in the prosecution of the work until its acceptance by City, and for all risks of every description connected with the work; also for all expenses incurred by or in consequence of the suspension or discontinuance of work and for well and faithfully completing the work, and the whole thereof.
11. ADDITIONS TO SYSTEM
Contractor shall maintain, at the same unit price, additional traffic signals and appurtenant devices as they are installed, or become a part of the maintenance requirements of City. In the event that notification is made of a new installation at other than the beginning of a monthly period, the unit cost of preventive maintenance will be prorated from the day Contractor is notified.
12. TYPES OF SIGNALS
The agreed-upon prices for Preventive Maintenance, Approved Response Maintenance, and Emergency Response Maintenance shall apply to all types of signal controllers, accessories and systems as may exist in City now or that may be installed during the life of the contract.
13. TRAFFIC CONTROL
Contractor shall provide safe and continuous passage for pedestrian and vehicular traffic at all times. Contractor shall obtain a no -fee encroachment permit from City prior to any lane closures or construction activity within City rights-of-way. All warning lights, signs, flares, barricades, delineators, detours and other facilities for the sole convenience and direction of public traffic shall be furnished and maintained by Contractor. All traffic control shall conform to, and be placed in accordance with, the current Caltrans Manual on Uniform Traffic Control Devices and the current Work Area Traffic Control Handbook (WATCH). Flashing arrow boards shall be furnished and maintained as directed by the Director of Public Works.
During working hours, a minimum of one 12 -foot wide travel lane in each direction, and all existing left -turn pockets whenever feasible, shall be maintained. No lane closures on arterial highways will be permitted between the hours of 7:00 a.m. and 9:00 a.m. or 4:00 p.m. and 6:00 p.m., unless an emergency situation exists and such a closure is necessary to safeguard the traveling public. Separation between 11 travel lanes, channelization and delineation of the maintenance area shall be accomplished by the use of delineators and/or cones placed at a maximum of 15 feet on center.
Each vehicle used to place and remove components of a traffic control system on multi -lane highways shall be equipped with a flashing arrow board, which shall be in operation when the vehicle is being used for placing, maintaining or removing said components. The flashing arrow board shall be in place before a lane closure(s) requiring its use is implemented. When maintenance is complete, all traffic control signs, barricades, delineators, etc., shall be removed from the site.
14. PUBLIC CONVENIENCE AND SAFETY
Contractor shall so conduct his operation as to cause the least possible obstruction and inconvenience to public traffic. Contractor shall furnish and maintain such fences, barriers, lights, warning devices and signs in compliance with the current California Manual on Uniform Traffic Control Devices
(CA MUTCD) and the current Work Area Traffic Control Handbook (WATCH) as may be deemed necessary by the Director of Public Works to give adequate warning to the public at all times that the Road or Street is obstructed and of any abnormal conditions which would be encountered as a result thereof. Excavation shall not occur without prior notification to Underground Service Alert.
15. NEW SIGNAL CONSTRUCTION
From time to time, City may construct new signalized intersections. Contractor shall inspect the construction of new traffic signals as directed by City. The findings are to be presented to the representative designated by the Director of Public Works for their evaluation.
16. LABOR STRIKE
Contractor shall continue to provide continuous maintenance services, without any interruptions, of all traffic signals in City in case of any labor strikes. Contractor shall provide other means, at his own cost, to provide comparable continuous service as if there were no strike. Failing to do so will cause City to take whatever action is deemed necessary to provide such service and the cost will be borne by Contractor.
17. PATENTS
Contractor shall assume all responsibilities arising from the use of patented materials, equipment, devices, or processes used on or incorporated in the work.
18. RESPONSIBILITY FOR DAMAGE
City, its City Council, employees and agents shall not be answerable or accountable, in any manner, for any loss or damage that may happen to the work or any part thereof; or for any material or equipment used in performing the work; or for injury or damage to any person or persons, either workmen or the public; for 12 damage to adjoining property from any cause whatsoever during the progress of the work or at any time before final acceptance.
19. SIGNALIZED INTERSECTIONS
Contractor shall maintain the sixty-nine (69) signal facilities as defined herein at the locations shown in Table 1, below.
Table 1
TRAFFIC SIGNALS MAINTAINED BY THE CITY OF PLACENTIA
1 Alta Vista Street
2 Alta Vista Street
3 Alta Vista Street
4 Alta Vista Street
5 Bastanchury Road
6 Bastanchury Road
7 Bastanchury Road
8 Bastanchury Road
9 Bastanchury Road
10 Bradford Avenue
11 Chapman Avenue
12 Chapman Avenue
13 Chapman Avenue
14 Chapman Avenue
15 Chapman Avenue
16 Chapman Avenue
17 Chapman Avenue
18 Chapman Avenue
19 Kraemer Boulevard
20 Kraemer Boulevard
21 Kraemer Boulevard
22 Kraemer Boulevard
23 Kraemer Boulevard
24 Kraemer Boulevard
25 Kraemer Boulevard
26 Kraemer Boulevard
27 Kraemer Boulevard
28 Melrose Street
29 Melrose Street
30 Orangethorpe Avenue
31 Orangethorpe Avenue
32 Placentia Avenue
33 Placentia Avenue
34 Placentia Avenue
35 Placentia Avenue
36 Placentia Avenue
Central Avenue
Dunnavant Drive
Jefferson Street
Van Buren Street
Brookhaven Avenue
McCormack Lane
Placentia Avenue
Tuffree Boulevard
Valencia Avenue
Madison Avenue
Angelina Drive
Bradford Avenue
Central Avenue
Kraemer Boulevard
Melody Lane
Melrose Avenue
Murray Street
Orangethorpe Avenue
Alta Vista Street
Bastanchury Road
Crowther Avenue
Golden Avenue
Madison Avenue
Morse Avenue/Sheffield Street
Orangethorpe Avenue
Patrician Lane
Yorba Linda Boulevard
Crowther Avenue
La Jolla Street
Melrose Avenue
Placentia Avenue
Crowther Avenue
Fender Avenue
Kimberly Avenue
Lewis Place
La Jolla Street/Via Burton
13 37 Placentia Avenue Palm Drive
38 Placentia Avenue St. John Way
39 Rose Drive Alta Vista Street
40 Rose Drive Buena Vista Street
41 Rose Drive Castner Drive
42 Rose Drive Linda Vista Street/Valparaiso Way
43 Rose Drive Palm Drive
44 Valencia Avenue Golden Avenue
45 Valencia Avenue Shady Lane
46 Yorba Linda Boulevard Bradford Avenue
47 Yorba Linda Boulevard Jefferson Street/Prospect Avenue 48 Yorba Linda Boulevard Linda Vista Street
49 Yorba Linda Boulevard McCormack Lane
50 Yorba Linda Boulevard Palm Drive
51 Yorba Linda Boulevard Rose Drive
52 Yorba Linda Boulevard Valencia Avenue
53 Kraemer Boulevard Hawaii
54 Orangethorpe Avenue Highland Avenue
55 Orangethorpe Avenue Traub Lane
56 Orangethorpe Avenue Del Cerro Drive
57 Orangethorpe Avenue Miller Street
58 Rose Drive Del Cerro Drive
Quiet Zone Intersections
59 Orangethorpe Avenue Jefferson Street
60 Orangethorpe Avenue Richfield Road
61 Orangethorpe Avenue Van Buren Street
Flashing Beacon and RRFB Locations
62 Yorba Linda Boulevard Seville Street
63 Yorba Linda Boulevard Carthage Street
64 Valencia Avenue Golden Avenue
65 La Jolla Street Lawrence Street
Speed Feedback Sign Locations
66 La Jolla Street West of Lawrence Street
67 La Jolla Street East of Lawrence Street
68 Valencia Avenue Lemke Drive
69 Valencia Avenue Chickasaw Drive
14 EXHIBIT `B'
FEE SCHEDULE FOR TRAFFIC SIGNAL MAINTENANCE SERVICES
Fee Schedule for Preventive Maintenance
ITEMDESCRIPTION ESTIMATED UNIT
NO. QUANTITY UNIT PRICE
1 Maintain each signalized intersection — monthly, quarterly, 58 EA $55.00 bi-annually, and annual services
2 Maintain each Quiet Zone signalized intersection - 3 EA $55.00 monthly, quarterly, bi-annually, and annual services
3 Maintain Battery Back-up System per Intersection per 40 EA $5.00 Month
Al Routine Preventative Maintenance Per Month (Items 1 through 5) $3,555 A Annual Preventative Maintenance (Al multiplied by 12 months) $42,660 Fee Schedule for Extraordinary Repairs
ITEM
DESCRIPTION
NO.
1 Replace 6' diameter Type E detector loops, including lead-in and cable splicing
2 Replace burned -out light Emitting Diodes (LED) module —
NON -PV
3 Replace burned -out internally illuminated street name sign (ISNS) lamps
4 Replace burned out intersection safety light with LED fixture (Philips Lumec RoadFocus RFM)
5 Replace burned out intersection safety light bulb only 6 Extraordinary Repairs — Hourly Rate Regular Time (Electrician Labor with Equipment)
7 Extraordinary Repairs — Hourly Rate — Overtime (Electrician Labor with Equipment)
8 Extraordinary Repairs — Hourly Rate — Double Time
(Electrician Labor with Equipment)
9 Underground Service Alert (USA) response -marking of traffic signal facilities at City's request
10 Painting of Pedestrian Heads, Pedestrian buttons and framework per intersection
11 Painting of all signal heads, backplates and frameworks per intersections.
12 Painting of traffic signal controller cabinet and electric service cabinet per intersection
15 UNIT UNIT PRICE
EA $575.00
EA $100.00
EA $165.00
EA $765.00
EA $90.00
EA $130.00
EA $180.00
EA $235.00
EA $150.00
EA $700.00
EA $850.00
EA $700.00
ACO DR
CERTIFICATE OF LIABILITY INSURANCE
DATE (MM/DD/YYYY)
1/26/2023
THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS
CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER, AND THE CERTIFICATE HOLDER.
IMPORTANT: If the certificate holder is an ADDITIONAL INSURED, the policy(ies) must have ADDITIONAL INSURED provisions or be endorsed.
If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy, certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s).
PRODUCER
Woodruff -Sawyer & Co.
50 California Street, Floor 12
San Francisco CA 94111
INSURED
Bear Electrical Solutions, Inc.
1252 State St, PO 924
Alviso CA 95002
COVERAGES
BEARELE-01
NAMEACT Chris Kelley
PHONE
I ADN Extl: 415-402-6521
DRESS: ckelleyAwoodruffsawyer.com
INSURER(S) AFFORDING COVERAGE
INSURER A: Hartford Casualty Insurance Company
INSURER B : Hartford Fire Insurance Company
INSURER c : Sentinel Insurance Company, Ltd.
INSURER D :
INSURER E :
INSURER F :
CERTIFICATE NUMBER: 213861756 REVISION NUMBER:
FAX No): 415-989-9923
NAIC #
29424
19682
11000
THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS
CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS.
IEFF POLICY EXP
LTR TYPE OF INSURANCE Nip SwVD POLICY NUMBER IMM/DDUBR Y/YYYY1 (MM DDIYYYYI LIMITS
B X COMMERCIAL GENERAL LIABILITY
CLAIMS -MADE
X
OCCUR
GEN'L AGGREGATE LIMIT APPLIES PER:
POLICY X PRO-
JECT LOC
OTHER:
A AUTOMOBILE LIABILITY
X - ANY AUTO
- OWNED SCHEDULED
AUTOS ONLY AUTOS
X HIRED NON -OWNED
AUTOS ONLY AUTOS ONLY
A X UMBRELLA LIAB
EXCESS LIAB
DED RETENTION $
C WORKERS COMPENSATION
AND EMPLOYERS' LIABILITY
ANYPROPRI ETOR/PARTN ER/EXECUTIVE
OFFICER/MEMBEREXCLUDED?
(Mandatory in NH)
If yes, describe under
DESCRIPTION OF OPERATIONS below
X
OCCUR
CLAIMS -MADE
YIN
Y Y 57UEAFN9382 2/1/2023 2/1/2024
Y Y 57UEAFN9268 2/1/2023 2/1/2024
N/A
57RHAFN9350
Y 57WEAAJ9MEN
2/1/2023 2/1/2024
2/1/2023 2/1/2024
EACH OCCURRENCE
DAMAGE TO RENTED
PREMISES (Ea occurrence)
MED EXP (Any one person)
PERSONAL & ADV INJURY
GENERAL AGGREGATE
PRODUCTS - COMP/OP AGG
$ 1,000,000
$ 300,000
$ 10,000
$ 1,000,000
$ 2,000,000
$ 2,000,000
COMBINED SINGLE LIMIT $ 1,000,000
(Ea accident)
BODILY INJURY (Per person) $
BODILY INJURY (Per accident) $
PROPERTY DAMAGE $
(Per accident)
EACH OCCURRENCE
AGGREGATE
X STATUTE I ERH
E.L. EACH ACCIDENT
E.L. DISEASE - EA EMPLOYEE
E.L. DISEASE - POLICY LIMIT
$ 10,000,000
$ 10,000,000
$ 1,000,000
$ 1,000,000
$ 1,000,000
DESCRIPTION OF OPERATIONS / LOCATIONS / VEHICLES (ACORD 101, Additional Remarks Schedule, may be attached if more space is required) RE: Maintenance Services Agreement. The City of Placentia and its elected and appointed, its officials, boards, officers, officials, agents, employees, and Volunteers are additional insured, on a primary, non-contributory basis, per the attached endorsements. Policies contain a 30 -day notice of cancellation, 10 -day notice of cancellation for non-payment of premium.
CERTIFICATE HOLDER
The City of Placentia
401 E. Chapman
Placentia CA 92807
CANCELLATION
SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE
THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS.
AUTHORIZED REPRESENTATIVE
© 1988-2015 ACORD CORPORATION. All rights reserved.
ACORD 25 (2016/03) The ACORD name and logo are registered marks of ACORD
POLICY NUMBER: 57UEAFN9382
THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY.
ADDITIONAL INSURED - OWNERS, LESSEES OR
CONTRACTORS - OPTION I
This endorsement modifies insurance provided under the following:
COMMERCIAL GENERAL LIABILITY COVERAGE PART
SCHEDULE
Name Of Additional Insured Person(s)
Or Orqanization(s):
The City of Placentia and its elected and
appointed, its officials, boards, officers, officials,
agents, employees,
Designated Project(s) Or Location(s)
Of Covered Operations:
All work for the City of Placentia
Information required to complete this Schedule, if not shown above, will be shown in the Declarations.
A. With respect to those person(s) or organization(s)
shown in the Schedule above when you have
agreed in a written contract or written agreement
to provide insurance such as is afforded under this
policy to them, Subparagraph f., Any Other
Party, under the Additional Insureds When
Required By Written Contract, Written
Agreement Or Permit Paragraph of Section II —
Who Is An Insured is replaced with the following:
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 for such additional insured at
the project(s) or location(s) designated in
the Schedule;
(2) In connection with your premises owned
by or rented to you and shown in the
Schedule; or
Form HS 24 80 07 13
(3) In connection with "your work" for the
additional insured at the project(s) or
location(s) designated in the Schedule
and included within the "products -
completed operations hazard", but only if:
(a) The written contract or written
agreement requires you to provide
such coverage to such additional
insured at the project(s) or location(s)
designated in the Schedule; and
(b) This Coverage Part provides
coverage for "bodily injury" or
"property damage" included within the
"products -completed operations
hazard".
The insurance afforded to the additional
insured shown in the Schedule applies:
(1) Only if the "bodily injury" or "property
damage" occurs, or the "personal and
advertising injury" offense is committed:
(a) During the policy period; and
(b) Subsequent to the execution of such
written contract or written agreement;
and
© 2013, The Hartford
(Includes copyrighted material of Insurance Services Office, Inc., with its permission.)
(c) Prior to the expiration of the period of
time that the written contract or written
agreement requires such insurance
be provided to the additional insured.
(2) Only to the extent permitted by law; and
(3) Will not be broader than that which you
are required by the written contract or
written agreement to provide for such
additional insured.
With respect to the insurance afforded to the
person(s) or organization(s) that are additional
insureds under this endorsement, 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
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, designs or specifications;
or
(2) Supervisory, inspection, architectural or
engineering activities.
The limits of insurance that apply to the additional
insured shown in the Schedule are described in the
Limits Of Insurance section.
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, except as
otherwise amended below.
B. With respect to insurance provided to the
person(s) or organization(s) that are additional
insureds under this endorsement, the When You
Add Others As An Additional Insured To This
Insurance subparagraph, under the Other
Insurance Condition of Section IV — Commercial
General Liability Conditions is replaced with the
following:
When You Add Others As An Additional
Insured To This Insurance
(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
Paragraph (c) below. This insurance does not
apply to other insurance to which the
additional insured in the Schedule has been
added as an additional insured.
(b) Primary And Non -Contributory To Other
Insurance When Required By Contract
This insurance is primary to and will not seek
contribution from any other insurance
available to an additional insured under your
policy provided that:
(i) The additional insured in the Schedule is
a Named Insured under such other
insurance; and
(ii) You have agreed in a written contract or
written agreement that this insurance
would be primary and would not seek
contribution from any other insurance
available to the additional insured in the
Schedule.
(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.
If any of the other insurance does not permit
contribution by equal shares, we will
contribute by limits. Under this method, each
insurers share is based on the ratio of its
applicable limit of insurance to the total
applicable limits of insurance of all insurers.
All other terms and conditions in the policy remain
unchanged.
Policy #57UEAFN9382
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 III — 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:
HG 00 01 09 16
(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
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 And Good
Samaritan Coverage
"Bodily injury" arising out of the rendering of
or failure to render the following health care
services by any "employee" or "volunteer
worker" shall be deemed to be caused by an
"occurrence" for:
(3)
© 2016 The Hartford
(Includes copyrighted material of Insurance Services Office, Inc. with its permission.)
(1) Professional health care services such as:
(a) Medical, surgical, dental, laboratory, x-
ray or nursing services or treatment,
advice or instruction, or the related
furnishing of food or beverages;
(b) Any health or therapeutic service,
treatment, advice or instruction; or
(c) The furnishing or dispensing of drugs
or medical, dental, or surgical supplies
or appliances; or
(2) First aid services, which include:
(a) Cardiopulmonary resuscitation,
whether performed manually or with a
defibrillator; or
(b) Services performed as a Good
Samaritan.
For the purpose of determining the limits of
insurance, 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".
However, this Incidental Medical Malpractice
And Good Samaritan Coverage provision
applies only if you are not engaged in the
business or occupation of providing any of the
services described in this provision.
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 even if the claims
against any insured allege negligence or
other wrongdoing in:
(a) The supervision, hiring, employment,
training or monitoring of others by that
insured; or
(b) Providing or failing to provide
transportation with respect to any
person that may be under the influence
of alcohol;
if the "occurrence" which caused the "bodily
injury" or "property damage", involved that
which is described in Paragraph (1), (2) or (3)
above.
However, this exclusion applies only if you
are in the business of manufacturing,
distributing, selling, serving or furnishing
alcoholic beverages. For the purposes of this
exclusion, permitting a person to bring
alcoholic beverages on your premises, for
consumption on your premises, whether or
not a fee is charged or a license is required
for such activity, is not by itself considered the
business of 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;
(H) "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
(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
HG 00 01 09 16 Page 3 of 21
g.
directly or indirectly on any insured's
behalf are performing operations if the
operations are to test for, monitor,
clean 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,
clean 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.
Aircraft, Auto Or Watercraft
"Bodily injury" or "property damage" arising
out of the ownership, maintenance, use or
entrustment to others of any aircraft, "auto" or
watercraft owned or operated by or rented or
loaned to any insured. Use includes operation
and "loading or unloading".
This exclusion applies even if the claims
against any insured allege negligence or
other wrongdoing in the supervision, hiring,
employment, training or monitoring of others
by that insured, if the "occurrence" which
caused the "bodily injury" or "property
damage" involved the ownership,
maintenance, use or entrustment to others of
any aircraft, "auto" or watercraft that is owned
or operated by or rented or loaned to any
insured.
This exclusion does not apply to:
(1) A watercraft while ashore on premises you
own or rent;
(2) A watercraft you do not own that is:
(a) Less than 51 feet long; and
(b) Not being used to carry persons for a
charge;
(3) Parking an "auto" on, or on the ways next
to, premises you own or rent, provided the
"auto" is not owned by or rented or loaned
to you or the insured;
(4) Liability assumed under any "insured
contract" for the ownership, maintenance
or use of aircraft or watercraft;
(5) "Bodily injury" or "property damage"
arising out of:
(a) The operation of machinery or
equipment that is attached to, or part
of, a land vehicle that would qualify
under the definition of "mobile
equipment" if it were not subject to a
compulsory or financial responsibility
law or other motor vehicle insurance
law where it is licensed or principally
garaged; or
(b) The operation of any of the machinery
or 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)
(2)
(3)
War, including undeclared or civil war;
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
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)
(4) Personal property in the care, custody or
control of the insured;
That particular part of real property on
which you or any contractors or
subcontractors
working directly or indirectly on your behalf
are performing operations, if the "property
damage" arises out of those operations; or
(6) That particular part of any property that
must be restored, repaired or replaced
because "your work" was incorrectly
performed on it.
Paragraphs (1), (3) and (4) of this exclusion
do not apply to "property damage" (other than
damage by fire) to premises, including the
contents of such premises, rented to you for a
period of seven 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".
k. Damage To Your Product
"Property damage" to "your product" arising
out of it or any part of it.
I. 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".
Property loaned to you;
(5)
HG 00 01 09 16
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.
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. Access or Disclosure Of Confidential Or
Personal Information And Data -related
Liability
Damages arising out of:
(1)
Any access to or disclosure of any
person's or organization's confidential or
personal information, including patents,
trade secrets, processing methods,
customer lists, financial information, credit
card information, health information or any
other type of nonpublic information; or
(2) The loss of, loss of use of, damage to,
corruption of, inability to access, or
inability to manipulate electronic data.
This exclusion applies even if damages are
claimed for notification costs, credit
monitoring expenses, forensic expenses,
q•
public relations expenses or any other loss,
cost or expense incurred by you or others
arising out of that which is described in
Paragraph (1) or (2) above.
However, unless Paragraph (1) above
applies, this exclusion does not apply to
damages because of "bodily injury".
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.
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 injury -causing event
described in the definition of "employment-
related practices" occurs before
employment, during employment or after
employment of that person;
(2) Whether the insured may be liable as an
employer or in any other capacity; and
(3) 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".
s. Recording And Distribution Of Material Or
Information In Violation Of Law
"Bodily injury" or "property damage" arising
directly or indirectly out of any action or
omission that violates or is alleged to violate:
(1)
The Telephone Consumer Protection Act
(TCPA), including any amendment of or
addition to such law;
(2) The CAN -SPAM Act of 2003, including
any amendment of or addition to such law;
The Fair Credit Reporting Act (FCRA), and
any amendment of or addition to such law,
including the Fair and Accurate Credit
Transaction Act (FACTA); or
(4) Any federal, state or local statute,
ordinance or regulation, other than the
TCPA or CAN -SPAM Act of 2003 or FCRA
and their amendments and additions, that
addresses, prohibits or limits the printing,
dissemination, disposal, collecting,
recording, sending, transmitting,
communicating or distribution of material
or information.
Damage To Premises Rented To You —
Exception For Damage By Fire, Lightning Or
Explosion
Exclusions c. through h. and 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
(3)
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.
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
Falsity
"Personal and advertising injury" arising out of
oral, written or electronic publication, in any
manner, 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, in any
manner, 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
g.
use another's "advertising idea" in your
"advertisement".
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
(1) "Personal and advertising injury" arising
out of any actual or alleged infringement
or violation of any intellectual property
rights such as copyright, patent,
trademark, trade name, trade secret, trade
dress, service mark or other designation
of origin or authenticity; or
(2) Any injury or damage alleged in any clam
or "suit" that also alleges an infringement
or violation of any intellectual property
right, whether such allegation of
infringement or violation is made by you or
by any other party involved in the claim or
"suit", regardless of whether this
insurance would otherwise apply.
However, this exclusion does not apply if the
only allegation in the claim or "suit" involving
any intellectual property right is limited to:
(1) Infringement, in your "advertisement", of:
(a) Copyright;
(b) Slogan; or
(c) Title of any literary or artistic work; or
(2) Copying, in your "advertisement", a
person's or organization's "advertising
idea" or style of "advertisement".
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 a., b. and c. of the definition of
"personal and advertising injury" under the
Definitions Section.
j•
HG 00 01 09 16 Page 7 of 21
For the purposes of this exclusion, the placing
of frames, borders or links, or advertising, for
you or others anywhere on the Internet, is not
by itself, 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.
I. 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".
o. War
"Personal and advertising injury", however
caused, arising, directly or indirectly, out of:
P•
(1)
(2)
(3)
War, including undeclared or civil war;
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
Insurrection, rebellion, revolution, usurped
power, or action taken by governmental
authority in hindering or defending against
any of these.
Internet Advertisements And Content Of
Others
q.
"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;
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.
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.
(3)
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.
t. Recording And Distribution Of Material Or
Information In Violation Of Law
"Personal and advertising injury" arising
directly or indirectly out of any action or
omission that violates or is alleged to violate:
(1) The Telephone Consumer Protection Act
(TCPA), including any amendment of or
addition to such law;
(2) The CAN -SPAM Act of 2003, including
any amendment of or addition to such law;
The Fair Credit Reporting Act (FCRA), and
any amendment of or addition to such law,
including the Fair and Accurate Credit
Transaction Act (FACTA); or
(4) Any federal, state or local statute,
ordinance or regulation, other than the
TCPA or CAN -SPAM Act of 2003 or FCRA
and their amendments and additions, that
addresses, prohibits or limits the printing,
dissemination, disposal, collecting,
recording, sending, transmitting,
communicating or distribution of material
or information.
(3)
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 injury -causing event
described in the definition of "employment-
related practices" occurs before
employment, during employment or after
employment of that person;
(2) Whether the insured may be liable as an
employer or in any other capacity; and
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".
w. Access Or Disclosure Of Confidential Or
Personal Information
"Personal and advertising injury" arising out of
any access to or disclosure of any person's or
organization's confidential or personal
information, including patents, trade secrets,
processing methods, customer lists, financial
information, credit card information, health
(3)
information or any other type of nonpublic
information.
This exclusion applies even if damages are
claimed for notification costs, credit
monitoring expenses, forensic expenses,
public relations expenses or any other loss,
cost or expense incurred by you or others
arising out of any access to or disclosure of
any person's or organization's confidential or
personal information.
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
The injured person submits to
examination, at our expense, by
physicians of our choice as often as we
reasonably require.
b. We will make these payments regardless of
fault. These payments will not exceed the
applicable limit of insurance. We will pay
reasonable expenses for:
(1) First aid administered at the time of an
accident;
(2) Necessary medical, surgical, X-ray and
dental services, including prosthetic
devices; and
(3) Necessary ambulance, hospital,
professional nursing and funeral services.
2. Exclusions
(3)
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
HG 00 01 09 16 Page 9 of 21
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".
Coverage A Exclusions
Excluded under Coverage A.
SUPPLEMENTARY PAYMENTS — COVERAGES
A AND B
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 court costs taxed against the insured in
the "suit". However, such costs do not
include attorneys' fees, attorneys' expenses,
witness or expert fees, or any other expenses
of a party taxed to the insured.
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.
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.
g -
g.
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
coordinatingother 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,
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 II — 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
(1)(a) or (1)(b) above; or
(d) Arising out of his or her providing or
failing to provide professional health
care services.
If you are not in the business of providing
professional health care services:
(a) Subparagraphs (1)(a), (1)(b) and (1)(c)
above do not apply to any "employee"
or "volunteer worker" providing first aid
services; and
(b) Subparagraph (1)(d) above 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,
control of,
control is
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
in the care, custody or
or over which physical
being exercised for any
HG 00 01 09 16 Page 11 of 21
with respect to duties as such. That
representative will 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 such insured
is also a named insured under another policy
or would be a named 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. 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.
5. Additional Insureds When Required By
Written Contract, Written Agreement 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;
(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
(f)
(g)
undertakes to make in the usual
course of business, in connection with
the distribution or sale of the products;
Demonstration, installation, servicing
or repair operations, except such
operations performed at the vendor's
premises in connection with the sale of
the product;
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(s) or organization(s) 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(s) or organization(s).
(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.
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", or the offense which caused the
"personal and advertising injury", involved the
rendering of or the failure to render any
professional services by or for you.
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
HG 00 01 09 16 Page 13 of 21
(2) "Bodily injury" or "property damage"
included within the "products -completed
operations hazard".
f. Any Other Party
Any other person or organization who is not
an additional 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".
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.
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.
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", or the offense which caused the
"personal and advertising injury", involved the
rendering of or the failure to render any
professional services by or for you.
The limits of insurance that apply to additional
insureds 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 III — 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
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;
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
(3)
HG 00 01 09 16 Page 15 of 21
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 the additional
insured is a partnership;
Any manager, if you or the additional
insured is a limited liability company;
(4) Any "executive officer" or insurance
manager, if you or the additional insured is
a corporation;
Any trustee, if you or the additional
insured is a trust; or
(6) Any elected or appointed official, if you or
the 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
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.
(3)
(5)
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;
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;
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 I - 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
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
(3)
(5)
(7)
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.
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
on 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. Separation 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
HG 00 01 09 16 Page 17 of 21
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. A land motor vehicle, trailer or semitrailer
designed for travel on public roads, including
any attached machinery or equipment; or
b. Any other land vehicle that is subject to a
compulsory or financial responsibility law or
other motor vehicle insurance law where it is
licensed or principally garaged.
However, "auto" does not include "mobile
equipment".
5. "Bodily injury" means physical:
a. Injury;
b. Sickness; or
c. Disease
sustained by a person and, if arising out of the
above, mental anguish or death at any time.
6. "Coverage territory" means:
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
"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.
7. "Employee" includes
"Employee" does not
worker".
8. "Employment -Related Practices" means:
a. Refusal to employ that person;
b. Termination of that person's employment; or
c. Employment-related practices, policies, acts
or omissions, such as coercion, demotion,
evaluation, reassignment, discipline,
defamation, harassment, humiliation,
discrimination or malicious prosecution
directed at that 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.
(3)
a "leased worker".
include a "temporary
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 the
repair, replacement, adjustment or removal of
"your product" or "your work", or 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 III — 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";
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
HG 00 01 09 16 Page 19 of 21
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 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.
However, "mobile equipment" does not include
any land vehicle that is subject to a compulsory
or financial responsibility law or other motor
vehicle insurance law where it is licensed or
principally garaged. Land vehicles subject to a
compulsory or financial responsibility law or other
motor vehicle insurance law are considered
"autos".
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 or organization occupies,
committed by or on behalf of its owner,
landlord or lessor;
d. Oral, written or electronic publication, in any
manner, 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, in any
manner, 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"; or
Infringement of copyright, slogan, or title of
any literary or artistic work, in your
"advertisement".
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.
b. Does not include "bodily injury" or "property
damage" arising out of:
g.
(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
Products or operations for which the
classification, listed in the Declarations or
in a policy Schedule, states that products -
(3)
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.
HG 00 01 09 16 Page 21 of 21
Policy no. 57UEAFN9268
COMMERCIAL AUTOMOBILE
HA 99 16 03 12
THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY.
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 provide broader benefits to the "insured" than other provisions of the Coverage Form, the provisions of this endorsement apply.
1. BROAD FORM INSURED
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:
Form HA 99 16 03 12
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
of ISO Properties, Inc., with its permission.) Page 1 of 5
The insurance afforded to any such
additional insured applies only if the
"bodily injury" or "property damage"
occurs
(1) During the policy period. and
(2) Subsequent to the execution of such
written contract. and
Prior to the expiration of the period
of time that the written contract
requires such insurance be provided
tc the additional insured.
(3)
(2) How Lints Apply
If you have agreed in a written contract
or written agreement that another
person or crcanization 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 crcanization 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 , SU'-
OR LOSS — OF SECTION IV —
BUSINESS AUTO CONDITIONS, in the
same manner as the Named Insured.
Form HA 99 16 03 12
E. Primary and Non -Contributory if
Required by Contract
Only with respect to irsurance provided to
an additional insured n 1.D - Additional
Insured If Required by Contract, the
following provisions apply.
(3)
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.
(4) 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 (3) and (4) 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 ir.sured'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 •nsdrance: and
(2) The total of all deductble and self-insured
amounts under ar that other insurance
We will share the remaning loss, if any, by the
method described in Other Insurance 5 d.
2. 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 OTHER INSURANCE Condition is amended
by adding the following.
© 2011, The Hartford ( rcr,des copyrighted material
of ISO Properties, Inc.. with its permission.) Page 2 of 5
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.
3. AMENDED FELLOW EMPLOYEE EXCLUSION
EXCLUSION 5 - FELLOW EMPLOYEE - of
SECTION II - LIABILITY COVERAGE does not
apply if you have workers' compensation
insurance it -force covering all of your
"employees".
Coverage is excess over any other collectible
insurance.
4. 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 tc 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 darnaged or
stolen property at the time of the "loss"; or
(3) The cost cf repairing or replacing the
damaged or stolen property,
whichever is smallest, minus a deductible. The
deductible will be equal to the largest deductible
applicable tc any owned "auto" for that
coverage Nc deductible applies to 'loss" caused
by fire or lightning. Hired Auto Physical Damage
coverage is excess over any other collectible
insurance. Subject tc 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 cf 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.
Form HA 99 16 03 12
5 PHYSICAL DAMAGE - ADDITIONAL
TEMPORARY TRANSPORTATION EXPENSE
COVERAGE
Paragraph A.4.a of SECTION III - PHYSICAL
DAMAGE COVERAGE is amended to provide a
limit of S50 per day and a maxitnum limit of
S1,000.
6. LOAN/LEASE GAP COVERAGE
Under SECTION II - 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.
7. 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.
8. 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";
An integral part of the same unit
housing any electronic
equipment described in
Paragraphs (1) and (2) above; or
(3)
CO 2011, The Hartford (Includes copyrighted material
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 III — 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. Lirnit 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
he 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 Integra: 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 S250. 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
III - PHYSICAL DAMAGE COVERAGE. the
following is added:
No deductible applies to glass damage if the
glass is repaired rather than replaced.
11. TWO OR MORE DEDUCTIBLES
Under Paragraph D. - DEDUCTIBLE - of SECTION
III - PHYSICAL DAMAGE COVERAGE. the
following is added:
Form HA 99 16 03 12
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 wiII be waived:
(2) If the deductible under this Business Auto
Coverage Form s not the smaller (or
smallest) deduct:ble, 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 ycu 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 nired "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 Roo or Canada or in a
settlement we agree :o
15. WAIVER OF SUBROGATION
TRANSFER OF RIGHTS OF RECOVERY
AGAINST OTHERS TO US - of SECTION IV -
BUSINESS AUTO CONDITIONS is amended by
adding the following:
02011, The Hartford (Includes copyrighted material
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 cance for any reason other than
nonpayment of premium, we will mail or deliver
to the first Named Insured written notice of
cancellation a: eas: 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 Collison 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 v.iiI. pay an additional 10%, to a
maximum cf S2.500 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,"
Form HA 99 16 03 12
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" autc 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 defines 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 :he auto, or the internal
combustion engine tc charge one or mare
electric motors, which move the auto
19. VEHICLE WRAP COVERAGE
In the event of a total Toss 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 actua cash value of the "auto",
we will pay up to S1.000 for vinyl vehicle wraps
which are displayed on the covered "auto" at the
time of total Toss. Regardless cf the number of
autos deemed a total loss, the most we will pay
under This Vehicle Wrap Coverage provision for
any one "loss" is S5,D00 For purposes of this
coverage provision, signs or other graphics
painted or magnetically affixed to the vehicle are
not considered vehicle wraps
0 2011, The Hartford (Includes copyrighted material
of ISO Properties, Inc., with its permission.) Page 5 of 5
Policy no. 57WEAAJ9MEN
THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY.
WAIVER OF OUR RIGHT TO RECOVER FROM
OTHERS ENDORSEMENT - CALIFORNIA
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 % of the California workers' compensation premium otherwise due on such remuneration.
SCHEDULE
Person or Organization Job Description
Any person or organization from whom
you are required by written contract or
agreement to obtain this waiver of
rights from us.
Countersigned by
Av‘iti
Authorized Representative
Form WC 04 03 06 (1) Printed in U.S.A.
Process Date: 02/01/2023 Policy Expiration Date: 02/01/2024