BUSINESS LIABILITYCOVERAGE FORM(6)WhenYouAreAddedAsAn Whenthisinsuranceisexcessoverother AdditionalInsuredToOther insurance,wewillpayonlyourshareof Insurance theamountoftheloss,ifany,that exceedsthesumof:Thatisotherinsuranceavailableto (1)youcoveringliabilityfordamages Thetotalamountthatallsuchother arisingoutofthepremisesor insurancewouldpay for the loss in the operations,or products andcompleted absenceofthis insurance;andoperations,forwhichyouhavebeen (2)Thetotalofalldeductibleandself-addedasanadditionalinsuredbythat insuredamountsunderallthatother insurance;or insurance.(7)WhenYouAddOthersAsAn Wewillshare the remaining loss,if any, withAdditionalInsuredToThis anyotherinsurancethatisnotdescribedinInsurance this ExcessInsuranceprovision andwas notThatisotherinsuranceavailabletoan boughtspecificallytoapplyinexcessoftheadditionalinsured. LimitsofInsuranceshownintheDeclarationsofthisCoveragePart.However,thefollowingprovisions c.MethodOfSharingapplytootherinsuranceavailableto anypersonororganizationwhoisan Ifalltheotherinsurancepermits additional insured under thisCoverage contribution by equal shares, we will follow Part: thismethodalso.Underthisapproach, (a)PrimaryInsuranceWhen eachinsurercontributesequalamounts RequiredBy Contract untilithaspaiditsapplicablelimitof insuranceornoneofthelossremains, Thisinsuranceisprimaryifyou whichevercomesfirst.haveagreedinawrittencontract, writtenagreementorpermitthat Ifanyoftheotherinsurancedoesnotpermitthisinsurancebeprimary.Ifother contributionbyequalshares,wewillinsuranceisalsoprimary,wewill contributebylimits.Underthismethod,eachsharewithallthatotherinsurance insurer’sshareisbasedontheratioofitsc.bythemethoddescribedin applicablelimitofinsurancetothetotalbelow. applicablelimitsofinsuranceofallinsurers.(b)PrimaryAndNon-Contributory8.TransferOfRightsOfRecoveryAgainst ToOtherInsuranceWhen OthersTo UsRequiredBy Contract a.TransferOfRightsOfRecoveryIfyouhaveagreedinawritten Iftheinsuredhasrightstorecoverallor contract,writtenagreementor partofanypayment,including permitthatthisinsuranceis SupplementaryPayments,wehavemade primaryandnon-contributorywith underthisCoveragePart,thoserightsaretheadditionalinsured'sown transferredtous.Theinsuredmustdo insurance,thisinsuranceis nothingafterlosstoimpairthem.Atour primaryandwewillnotseek request,theinsuredwillbring"suit"or contributionfromthatother transferthoserightstousandhelpus insurance. enforcethem.Thisconditiondoesnot (a)(b)Paragraphs and donot apply to apply to Medical ExpensesCoverage.other insurance to which the additional b.WaiverOfRightsOfRecovery(Waiver insuredhasbeenaddedasan Of Subrogation)additionalinsured. Iftheinsuredhaswaivedanyrightsof Whenthisinsuranceisexcess,wewill recoveryagainst anypersonor havenodutyunderthisCoveragePartto organizationforallorpartof anypayment, defend the insured against any "suit" ifany includingSupplementaryPayments,we otherinsurerhasadutytodefendthe havemadeunderthisCoveragePart,we insuredagainstthat"suit".Ifnoother alsowaivethatright,providedtheinsured insurerdefends,wewillundertaketodo waivedtheirrightsofrecoveryagainstso,butwewillbeentitledtotheinsured's suchpersonororganizationinacontract, rightsagainst allthoseotherinsurers. agreementorpermitthatwasexecuted prior to the injuryor damage.FormSS 0008 0405 Page 17of24181 BUSINESS LIABILITYCOVERAGE FORM 3.Additional Insured-GrantorOfFranchiseF.OPTIONALADDITIONALINSURED C.WHOISANINSUREDunderSectionisCOVERAGES amendedtoincludeasanadditionalinsured If listed or shown as applicable in the Declarations, theperson(s)ororganization(s)showninthe oneormoreofthefollowingOptionalAdditional DeclarationsasanAdditionalInsured-InsuredCoverages also apply. When any of these GrantorOfFranchise,butonlywithrespectto OptionalAdditionalInsuredCoveragesapply, theirliability asgrantoroffranchise to you.6.Paragraph(AdditionalInsuredsWhenRequired 4.AdditionalInsured-LessorOfLeasedbyWrittenContract,WrittenAgreementorPermit) EquipmentC.ofSection,WhoIsAnInsured,doesnotapply tothepersonororganizationshowninthe a. C.WHO IS AN INSURED under Section isDeclarations.Thesecoveragesaresubjecttothe amendedtoincludeasanadditional termsandconditionsapplicabletoBusiness insuredtheperson(s)ororganization(s) LiabilityCoverageinthispolicy,exceptas shown in the Declarations as an Additional provided below: Insured–LessorofLeasedEquipment, butonlywithrespecttoliabilityfor"bodily 1.AdditionalInsured-DesignatedPersonOr injury","propertydamage"or"personal Organization andadvertisinginjury"caused,inwholeor C.WHOISANINSUREDunderSectionis inpart,byyourmaintenance,operationoramendedtoincludeasanadditionalinsured useofequipmentleasedtoyoubysuch theperson(s)ororganization(s)showninthe person(s)or organization(s).Declarations,butonlywithrespecttoliability b.Withrespecttotheinsuranceaffordedto for"bodilyinjury","propertydamage"or theseadditionalinsureds,thisinsurance "personalandadvertisinginjury"caused,in doesnotapplytoany"occurrence"which wholeorinpart,byyouractsoromissionsor takesplaceafteryouceasetoleasethat theactsoromissionsofthoseactingonyour equipment.behalf: 5.AdditionalInsured-OwnersOrOther a.Intheperformanceofyourongoing InterestsFromWhomLandHasBeen operations; or Leasedb.Inconnectionwithyourpremisesowned a. C. WHO IS AN INSURED under Section is byor rented to you. amendedtoincludeasanadditional 2.AdditionalInsured-ManagersOrLessorsinsuredtheperson(s)ororganization(s) Of Premises shown in the Declarations as an Additional a. C.WHOISANINSUREDunderSectionis Insured– Owners Or OtherInterestsFromamendedtoincludeasanadditionalinsured WhomLandHasBeenLeased,butonly the person(s) or organization(s)shown in the withrespecttoliabilityarisingoutofthe DeclarationsasanAdditionalInsured- ownership, maintenance or useofthat part DesignatedPersonOrOrganization;butonly ofthelandleased to youand showninthe withrespecttoliabilityarisingoutofthe Declarations.ownership,maintenanceoruseofthatpartof b.Withrespecttotheinsuranceaffordedto the premises leasedtoyou andshown in the theseadditionalinsureds,thefollowing Declarations. additionalexclusions apply:b.Withrespecttotheinsuranceaffordedto Thisinsurancedoes not apply to:theseadditionalinsureds,thefollowing (1)Any"occurrence"thattakesplace additionalexclusions apply: afteryou ceasetoleasethat land;orThisinsurancedoes not apply to: (2)Structuralalterations, new (1)Any"occurrence"whichtakesplace constructionordemolitionoperations afteryouceasetobeatenantinthat performedbyoronbehalfofsuch premises; or personor organization.(2)Structuralalterations, new 6.AdditionalInsured-StateOrPoliticalconstructionordemolitionoperations Subdivision–Permitsperformedbyoronbehalfofsuch a. C.WHO IS AN INSURED under Section ispersonor organization. amendedtoincludeasanadditional insuredthestateorpoliticalsubdivision shown in the Declarations as an Additional
BUSINESS LIABILITYCOVERAGE FORM(e)Insured–StateOrPoliticalSubdivision- AnyfailuretomakesuchPermits,butonlywithrespectto inspections,adjustments,testsoroperationsperformedbyyouoronyour servicingasthevendorhasagreedbehalfforwhichthestateorpolitical tomakeornormallyundertakestosubdivision hasissueda permit. makeintheusualcourseofbusiness,inconnectionwiththeb.Withrespecttotheinsuranceaffordedto distributionorsaleoftheproducts;theseadditionalinsureds,thefollowing (f)Demonstration,installation, additionalexclusions apply: servicingorrepairoperations, Thisinsurancedoes not apply to: exceptsuchoperationsperformed (1)"Bodilyinjury","propertydamage"or atthevendor'spremisesin "personalandadvertisinginjury" connectionwiththesaleofthearisingoutofoperationsperformedfor product;the stateor municipality;or (g)Productswhich,afterdistribution (2)"Bodilyinjury"or"propertydamage" orsalebyyou,havebeenlabeled includedinthe"product-completed orrelabeledorusedasa operations"hazard. container,partor ingredient of any 7.Additional Insured–Vendors otherthingorsubstancebyorfor the vendor; ora. C.WHO IS AN INSURED under Section isamendedtoincludeasanadditional (h)"Bodilyinjury"or"property insuredtheperson(s)ororganization(s) damage"arisingoutofthesole(referredtobelowasvendor)shown in the negligenceofthevendorforits DeclarationsasanAdditionalInsured- ownactsoromissionsorthoseof Vendor,butonlywithrespectto"bodily itsemployeesoranyoneelse injury"or"propertydamage"arisingoutof acting onits behalf. However, this"yourproducts"whicharedistributedor exclusiondoes not apply to:soldintheregularcourseofthevendor's (i)Theexceptionscontainedin businessandonlyifthisCoveragePart (d)(f)Subparagraphsor ;orprovidescoveragefor"bodilyinjury"or (ii)Suchinspections, "propertydamage"includedwithinthe adjustments,tests or servicing "products-completed operationshazard". asthevendorhasagreedto b.Theinsuranceaffordedtothevendoris makeornormallyundertakes subjecttothefollowingadditionalexclusions: tomakeintheusualcourseof (1)Thisinsurancedoes not apply to: business,inconnectionwiththedistributionorsaleofthe (a)"Bodilyinjury"or"property products.damage"forwhichthevendoris obligatedtopaydamagesby (2)Thisinsurancedoesnotapplytoany reasonoftheassumptionof insuredpersonororganizationfromliability in acontract or agreement. whomyouhaveacquiredsuch Thisexclusiondoesnotapplyto products,oranyingredient,partor liabilityfordamagesthatthe container,enteringinto, vendorwouldhaveintheabsence accompanyingorcontainingsuch of the contractor agreement; products.(b)Anyexpress warranty 8.Additional Insured–Controlling Interestunauthorizedby you; C.WHOISANINSUREDunderSectionis (c)Anyphysicalorchemicalchange amendedtoincludeasanadditionalinsured intheproductmadeintentionally theperson(s)ororganization(s)showninthe bythevendor; DeclarationsasanAdditionalInsured–ControllingInterest,butonlywithrespectto (d)Repackaging,unlessunpacked theirliability arisingoutof:solelyforthepurposeofinspection,demonstration,testing,orthe a.Theirfinancial controlofyou;or substitutionof partsunder b.Premisestheyown,maintainorcontrol instructionsfromthemanufacturer, whileyou lease oroccupy these premises.andthenrepackagedintheoriginalcontainer; FormSS 0008 0405 Page 19of24183
BUSINESS LIABILITYCOVERAGE FORMThisinsurancedoesnotapplytostructural ThelimitsofinsurancethatapplytoadditionalD.alterations,newconstructionanddemolition insuredsaredescribedinSection–LimitsOfoperationsperformedbyorforthatpersonor Insurance.organization. Howthisinsuranceapplieswhenotherinsurance 9.AdditionalInsured–Owners,LesseesOr isavailabletoanadditionalinsuredisdescribedin Contractors–ScheduledPersonOr E.theOtherInsuranceConditioninSection–Organization LiabilityAndMedicalExpensesGeneral Conditions.a. C. WHO IS AN INSURED under Section is amendedtoincludeasanadditional G.LIABILITYANDMEDICALEXPENSES insuredtheperson(s)ororganization(s) DEFINITIONSshown in the Declarations as an Additional 1."Advertisement"meansthewidespreadpublic Insured–Owner,Lessees Or Contractors, disseminationofinformationorimagesthat butonlywithrespecttoliabilityfor"bodily hasthepurposeofinducingthesaleofgoods, injury","propertydamage"or"personal products orservicesthrough:andadvertisinginjury"caused,inwholeor inpart,byyouractsoromissionsorthe a. (1)Radio;actsoromissionsofthoseactingonyour (2)Television;behalf: (3)Billboard;(1)Intheperformanceofyourongoing (4)Magazine;operationsfortheadditional (5)Newspaper;insured(s);or b.TheInternet,butonlythatpartofaweb (2)Inconnectionwith"yourwork" sitethatisaboutgoods,productsor performedforthatadditionalinsured servicesforthepurposesofinducingthe andincludedwithinthe"products- sale of goods, products orservices; orcompletedoperationshazard",but c.Anyotherpublicationthatisgiven onlyifthisCoveragePartprovides widespread publicdistribution.coveragefor"bodilyinjury"or "propertydamage"includedwithinthe However, "advertisement"does not include:"products-completedoperations a.Thedesign,printedmaterial,information hazard". orimagescontainedin,onoruponthe b.Withrespecttotheinsuranceaffordedto packagingorlabelingofanygoodsor theseadditionalinsureds,thisinsurance products;ordoesnotapplyto"bodilyinjury","property b.Aninteractiveconversationbetweenordamage"or"personalanadvertising amongpersonsthroughacomputernetwork.injury"arisingoutoftherenderingof,or 2."Advertisingidea"meansanyideaforan thefailuretorender,anyprofessional "advertisement".architectural,engineeringorsurveying services,including: 3."Asbestoshazard"meansanexposureor threatofexposuretotheactualoralleged(1)Thepreparing,approving,orfailureto propertiesofasbestosandincludesthemere prepareorapprove,maps,shop presenceofasbestosinanyform.drawings,opinions,reports,surveys, fieldorders, change orders, designs or 4."Auto"meansalandmotorvehicle,traileror drawings andspecifications; or semi-trailerdesignedfortravelonpublic roads,includinganyattachedmachineryor (2)Supervisory,inspection,architectural equipment. But"auto"doesnotinclude orengineering activities. "mobile equipment".10.AdditionalInsured–Co-OwnerOfInsured5."Bodilyinjury" means physical:Premises a.Injury;C.WHOISANINSUREDunderSectionis amendedtoincludeasanadditionalinsured b.Sickness; ortheperson(s)orOrganization(s)showninthe c.DiseaseDeclarationsasanAdditionalInsured–Co- sustainedbyapersonand,ifarisingoutofthe OwnerOfInsuredPremises,butonlywith above, mental anguish ordeathatany time.respecttotheirliabilityasco-ownerofthepremisesshown in the Declarations. 6."Coverageterritory"means:
BUSINESS LIABILITYCOVERAGE FORMa. b.The United States of America(includingits Youhavefailedtofulfillthetermsofa territoriesandpossessions),PuertoRico contractor agreement;andCanada; ifsuch property canbe restored to useby:b.Internationalwaters orairspace, but only if a.Therepair,replacement,adjustmentor theinjuryordamageoccursinthecourse removalof"yourproduct"or"yourwork"; oftravelortransportationbetweenany ora.places includedinabove; b.Yourfulfillingthetermsofthecontractor c.Allotherpartsoftheworldiftheinjuryor agreement.damage arises out of: 12."Insured contract"means:(1)Goodsorproductsmadeorsoldbyyou a.Acontractforaleaseofpremises. a.intheterritorydescribedinabove; However,thatportionofthecontractfora (2)Theactivities of a person whose home leaseofpremisesthatindemnifiesany aisintheterritorydescribedin. personororganizationfordamagebyfire, above,butisawayforashorttimeon lightningorexplosiontopremiseswhileyourbusiness; or rentedtoyouortemporarilyoccupiedby (3)"Personalandadvertisinginjury" youwithpermissionoftheowneris offensesthattakeplacethroughthe subjecttotheDamageToPremises Internetorsimilarelectronicmeansof RentedToYoulimitdescribedinSection D.communication –LiabilityandMedicalExpensesLimits of Insurance.providedtheinsured'sresponsibilitytopay b.damagesisdeterminedintheUnitedStatesof Asidetrack agreement;America(includingitsterritoriesand c.Anyeasementorlicenseagreement,possessions),PuertoRicoorCanada,ina includinganeasementorlicense "suit"onthemeritsaccordingtothe agreementinconnectionwithconstruction substantivelawinsuchterritory,orina ordemolitionoperationsonorwithin50settlement weagree to. feetofa railroad;7."Electronicdata"meansinformation,factsor d.Anyobligation,asrequiredbyordinance, programs: toindemnifyamunicipality,exceptin a.Stored asor on; connectionwith workfora municipality;b.Created orused on; or e.Anelevator maintenance agreement; orc.Transmitted to orfrom f.Thatpartofanyothercontractor agreementpertainingtoyourbusiness computersoftware,includingsystemsand (includinganindemnificationofa applicationssoftware,hardorfloppydisks, municipalityinconnectionwithwork CD-ROMS,tapes,drives,cells,data performedforamunicipality)underwhichprocessingdevicesoranyothermediawhich youassumethetortliabilityofanother areusedwithelectronicallycontrolled partytopayfor"bodilyinjury"or"property equipment. damage"toathirdpersonororganization, 8."Employee"includesa"leasedworker". providedthe"bodilyinjury"or"property "Employee"doesnotincludea"temporary damage"iscaused,inwholeorinpart,by worker". youorbythoseactingonyourbehalf. 9."Executiveofficer"meansapersonholding Tortliabilitymeansaliabilitythatwould be anyoftheofficerpositionscreatedbyyour imposedbylawintheabsenceofany charter,constitution,by-lawsoranyother contractor agreement.similargoverningdocument. f.Paragraphincludesthatpartofany10."Hostilefire"meansonewhichbecomes contractoragreementthatindemnifiesa uncontrollableorbreaksoutfromwhereitwas railroadfor"bodilyinjury"or"propertyintendedtobe. damage"arisingoutofconstructionordemolitionoperationswithin50feetofany 11."Impairedproperty"meanstangibleproperty, railroadpropertyandaffectingany railroad otherthan"yourproduct"or"yourwork",that bridgeortrestle,tracks,road-beds,tunnel, cannot beused orislessuseful because: underpassor crossing.a.Itincorporates"yourproduct"or"yourwork" f.However,Paragraphdoesnotinclude thatisknownorthoughttobedefective, thatpartofany contractor agreement:deficient,inadequateordangerous;or FormSS 0008 0405 Page 21of24185
BUSINESS LIABILITYCOVERAGE FORM(1) (1)Thatindemnifiesanarchitect, Powercranes,shovels,loaders, engineerorsurveyorforinjuryor diggers ordrills; ordamage arisingoutof: (2)Roadconstructionorresurfacing (a)Preparing,approvingorfailingto equipmentsuchasgraders,scrapers prepareorapprovemaps,shop orrollers;drawings, opinions, reports, e. a.b.c.d.Vehiclesnotdescribedin,,,orsurveys,fieldorders,change abovethatarenotself-propelledandareorders,designsordrawingsand maintainedprimarilytoprovidemobilityto specifications;or permanentlyattachedequipmentofthe (b)Givingdirectionsorinstructions, followingtypes:or failingtogivethem,if that is the (1)Air compressors, pumpsand primarycauseoftheinjuryor generators, includingspraying, damage;or welding,buildingcleaning,(2)Underwhichtheinsured,ifan geophysicalexploration,lightingand architect,engineerorsurveyor, wellservicing equipment;orassumesliabilityforaninjuryor (2)Cherrypickersandsimilardevices damagearisingoutoftheinsured's usedtoraiseor lower workers;renderingorfailuretorender f. a.b.c.d.Vehiclesnotdescribedin,,,orprofessionalservices,includingthose abovemaintainedprimarilyforpurposes (1)listedinaboveandsupervisory, otherthanthetransportationofpersonsorinspection,architecturalor cargo.engineeringactivities. However,self-propelledvehicleswiththe13."Leasedworker"meansapersonleasedto followingtypesofpermanentlyattached youbyalaborleasingfirmunderan equipmentarenot"mobileequipment"but agreementbetweenyouandthelaborleasing will beconsidered"autos":firm, to perform duties related to the conduct of (1)Equipment,ofatleast1,000pounds yourbusiness."Leasedworker"doesnot grossvehicleweight,designedincludea "temporaryworker". primarilyfor:14."Loadingorunloading"meansthehandlingof (a)Snowremoval;property: (b)Roadmaintenance,butnot a.Afteritismovedfromtheplacewhereitis construction orresurfacing;oracceptedformovementintoorontoan aircraft,watercraftor "auto"; (c)Streetcleaning;b.Whileit is in oron anaircraft, watercraft or (2)Cherrypickersandsimilardevices "auto";or mountedonautomobileortruck chassisandusedtoraiseorlower c.Whileitisbeingmovedfromanaircraft, workers; andwatercraftor"auto"totheplacewhere itis finallydelivered; (3)Air compressors, pumpsandgenerators, includingspraying, but"loadingorunloading"doesnotincludethe welding,buildingcleaning, movement of property by means of a mechanical geophysicalexploration,lightingand device,otherthanahandtruck,thatisnot wellservicing equipment.attachedtotheaircraft,watercraftor"auto". 16."Occurrence"meansanaccident,including15."Mobile equipment" means any ofthefollowing continuousorrepeatedexposuretosubstantiallytypesoflandvehicles,includinganyattached thesamegeneralharmfulconditions.machineryor equipment: 17."Personaland advertising injury" means injury, a.Bulldozers,farmmachinery,forkliftsand includingconsequential"bodilyinjury",arising othervehiclesdesignedforuseprincipally out of oneor more of the followingoffenses:offpublic roads; a.Falsearrest, detention orimprisonment;b.Vehiclesmaintainedforusesolelyonor next to premisesyou ownor rent; b.Maliciousprosecution;c.Vehicles thattravel oncrawlertreads;d.Vehicles,whetherself-propelledornot,on which arepermanentlymounted:
BUSINESS LIABILITYCOVERAGE FORMc.Thewrongfulevictionfrom,wrongfulentry Work thatmayneed service,maintenance, into,orinvasionoftherightofprivate correction,repairorreplacement,but occupancyofaroom,dwellingor whichisotherwisecomplete,willbe premisesthatthepersonoccupies, treatedas completed.committedbyoronbehalfofitsowner, The"bodilyinjury"or"propertydamage" landlordor lessor; mustoccurawayfrompremisesyouownd.Oral,writtenorelectronicpublicationof orrent,unlessyourbusinessincludesthe materialthatslandersorlibelsapersonor selling,handlingordistributionof"your organizationordisparagesaperson'sor product"forconsumptiononpremisesyou organization's goods, products orservices; ownor rent.e. b.Oral,writtenorelectronicpublicationof Doesnotinclude"bodilyinjury"or materialthatviolatesaperson'srightof "property damage" arisingoutof:privacy; (1)Thetransportationofproperty,unlessf.Copying,inyour"advertisement",a theinjuryordamagearisesoutofa person’sororganization’s"advertising conditioninoronavehiclenotowned idea" orstyle of "advertisement"; oroperatedbyyou,andthatcondition wascreatedbythe"loadingorg.Infringement of copyright, slogan, or title of unloading"ofthatvehiclebyany anyliteraryorartisticwork,inyour insured;or"advertisement"; or (2)Theexistenceoftools,uninstalled h.Discriminationorhumiliationthatresultsin equipmentorabandonedorunusedinjurytothefeelingsorreputationofa materials.naturalperson. 20."Property damage" means:18."Pollutants"meansanysolid,liquid,gaseousorthermalirritantorcontaminant,includingsmoke, a.Physicalinjurytotangibleproperty, vapor,soot,fumes,acids,alkalis,chemicalsand includingallresultinglossofuseofthat waste.Wasteincludesmaterialstoberecycled, property.Allsuchlossofuseshallbe reconditionedorreclaimed. deemedtooccuratthetimeofthe physicalinjury thatcaused it; or19."Products-completed operationshazard";b.Lossofuseoftangiblepropertythatisnot a.Includesall"bodilyinjury"and"property physicallyinjured.Allsuchlossofuse damage"occurringawayfrompremises shallbedeemedtooccuratthetimeof youownorrentandarisingoutof"your "occurrence"that causedit.product" or"your work"except: Asusedinthisdefinition,"electronicdata"is (1)Productsthatarestillinyourphysical not tangible property.possession;or 21."Suit"meansacivilproceedinginwhich(2)Workthathasnotyetbeencompleted damagesbecauseof"bodilyinjury","property orabandoned.However,"yourwork" damage"or"personalandadvertisinginjury" willbedeemedtobecompletedatthe towhichthisinsuranceappliesarealleged. earliest of the followingtimes: "Suit"includes:(a)Whenalloftheworkcalledforin a.Anarbitrationproceedinginwhichsuch yourcontract hasbeen completed. damagesareclaimedandtowhichthe (b)Whenall of the work to bedone atinsuredmustsubmitordoessubmitwiththejobsitehasbeencompletedif ourconsent; oryourcontractcallsforworkat b.Anyotheralternativedisputeresolution more than onejobsite. proceedinginwhichsuchdamagesare (c)When that part of the workdone at claimedandtowhichtheinsuredsubmits ajobsitehasbeenputtoits withour consent.intendedusebyanypersonor 22."Temporaryworker"meansapersonwhois organizationotherthananother furnishedtoyoutosubstituteforapermanentcontractororsubcontractor"employee"onleaveortomeetseasonalor working onthesameproject. short-termworkloadconditions.23."Volunteerworker" means aperson who:a.Is not your"employee"; FormSS 0008 0405 Page 23of24187
BUSINESS LIABILITYCOVERAGE FORMb. (2)Donates his orher work; Theprovidingoforfailuretoprovide warnings orinstructions.c.Actsatthedirectionofandwithinthe c.scopeofduties determined byyou;and Doesnotincludevendingmachinesor d.Isnotpaidafee,salaryorother otherpropertyrentedtoorlocatedforthe compensationbyyouoranyoneelsefor useofothersbutnotsold.theirwork performedforyou. 25."Yourwork":24."Yourproduct": a.Means:a.Means: (1)Workoroperationsperformedbyyou (1)Any goodsor products,otherthanreal oron yourbehalf;andproperty, manufactured, sold, handled, (2)Materials, partsorequipment distributedor disposed of by: furnished in connectionwith suchwork (a)You; oroperations.(b) b.Otherstradingunderyourname; Includes:or (1)Warrantiesor representations made at (c)Apersonororganizationwhose anytimewithrespecttothefitness, businessorassetsyouhave quality,durability,performanceoruse acquired;and of "yourwork";and(2) (2)Containers(otherthanvehicles), Theprovidingoforfailuretoprovide materials, partsorequipment warnings orinstructions.furnishedinconnectionwithsuch goodsor products.b.Includes:(1)Warrantiesor representations made at anytimewithrespecttothefitness, quality,durability,performanceoruse of "yourproduct"; and
CITY OF RICHMOND
STANDARD CONTRACT
Department: Project Manager:
Project Manager E-mail:
Project Manager Phone No:
PR No: Vendor No: P.O./Contract No:
Description of Services:
The parties to this STANDARD CONTRACT do mutually agree and promise as follows:
1. Parties.
The parties to this Contract are the City of Richmond (herein referred to as the “City”) and the following named Contractor:
Company Name:
Street Address:
City, State, Zip Code:
Contact Person:
Telephone: Email:
Business License No: / Ex
piration Date:
A California [ ] corporation, [ ] limited liability corporation [ ] general partnership, [ ] limited partnership, [ ] individual, [ ] non-profit corporation, [ ] individual dba as [specify:] , [ ] other [specify:]
2. Term. The effective date of this Contract is and it terminates unless terminated as provided herein.
3. Payment Limit.
City’s total payments to Contractor under this Contract shall not exceed $ . City shall not pay for services that exceed the Contract Payment Limit unless a contract amendment has been approved by the City Council or City Manager.
4. Contractor’s Obligations.
Contractor shall provide those services and carry out
that work described in the Service Plan (Exhibit A) which is attached hereto and is incorporated herein by reference, subject to all the terms and conditions contained or incorporated herein.
5. City's Obligations.
City shall make to the Contractor those payments described in the Payment Provisions (Exhibit B) which are attached hereto and are incorporated herein by reference, subject to all the terms and conditions contained or incorporated herein.
Community Development
Lina Velasco
[email protected]
(510) 620-6706
14077
/ 6689
Landscape architectural services for the interpretive program and rehabilitation of historic structures for the Miraflores project.
CSW/Stuber-Stroeh Engineering Group, Inc.
504 Redwood Boulevard, #310
Novato, CA 94947
Robert Stevens, President
(925) 523-4004
[email protected]
4005-9351
December 31, 2023
September 19, 2023
December 31, 2025
217,323.00
✔
DocuSign Envelope ID: 6E067743-EA6B-4AE1-BEA9-673AAD7A15E5 189
6. Authorized Representatives and Notices. This Contract is subject to the Authorized Representatives and Notices Provisions (Exhibit C) which are attached hereto and are incorporated herein by reference.
7. General Conditions.
This Contract is subject to the General Conditions
(Exhibit D) which are attached hereto and are incorporated herein by reference, subject to all the terms and conditions contained or incorporated herein.
8. Special Conditions
. This Contract is subject to the Special Conditions (Exhibit E) (if any) which are attached hereto and are incorporated herein by reference, subject to all the terms and conditions contained or incorporated herein. (Note:
other than Public Works contracts, the City will agree to Special Conditions only in unusual circumstances.)
9. Insurance Provisions.
This Contract is subject to the Insurance Provisions
(Exhibit F) which are attached hereto and are incorporated herein by reference.
10. Signatures. These signatures attest the parties' Contract hereto:
CITY OF RICHMOND CONTRACTOR:
a municipal corporation
By:
(* The Corporation Chairperson of the Board,
President or Vice President should sign below)
Title: By:
I hereby certify that this Contract Title:
has been approved by City Council.
Date Signed:
B y :
City Clerk
(* The Corporation Chief Financial Officer,
Secretary or Assistant Secretary should sign below)
Approved as to form:
B y :
B y : T i t l e :
City Attorney
Date Signed:
(NOTE: Pursuant to California Corporations
Code Section 313, if Contractor is a corporation
or nonprofit organization, this Contract (1) must
be signed by (a) the Chairperson of the Board,
President or Vice-President and
(b) the
Secretary any Assistant Secretary, the Chief
Financial Officer or any Assistant Treasurer.
LIST OF ATTACHMENTS:
Service Plan Exhibit A
Payment Provisions Exhibit B
Authorized Representatives and Notices Exhibit C
General Conditions Exhibit D
Special Conditions Exhibit E
Insurance Provisions Exhibit F
Standard Contract/EJ/TE 9-26-07
CSW/Stuber-Stroeh Engineering Group, Inc.
DocuSign Envelope ID: 6E067743-EA6B-4AE1-BEA9-673AAD7A15E5 9/21/2023
President/CEO
Mayor 10/4/2023
190
For the Contract between the City of
Richmond and
EXHIBIT A
SERVICE PLAN
Contractor shall, to the satisfaction of the , perform the following services and be compensated as outlined below:
CSW/Stuber-Stroeh Engineering Group, Inc. will complete the tasks within the budget and timeline outlined in the attached Scope of Work, dated June 12, 2023.
CSW/Stuber-Stroeh Engineering Group, Inc.
City of Richmond
DocuSign Envelope ID: 6E067743-EA6B-4AE1-BEA9-673AAD7A15E5 191
121 Park Place
Richmond, CA 94801
www.cswst2.com
Berkeley
Novato
Petaluma
Pleasanton
Redwood City
Richmond
San Jose
Bend, OR
Adaptive Solutions, Resilient Designs
Project #: 2300016
June 12, 2023, REV August 23, 2023
Ms. Lina Velasco, Director of Community Development
City of Richmond
450 Civic Center Plaza
Richmond, CA 94804
RE.: MIRAFLORES SUSTAINABLE GREENBELT PROJECT
EXTRA SERVICES REQUEST TO LANDSCAPE ARCHITECTURAL SERVICES ON-CALL CONTRACT
FOR THE INTERPRETIVE PROGRAM AND REHABILITATION OF HISTORIC STRUCTURES
Dear Lina,
We request an additional services contract for the Miraflores Sustainable Greenbelt Project for work that was not included in our original design services proposal. We request our scope of work be increased to include the consulting fees for expanded development of the overall interpretive program and relocation and rehabilitation of the historic structures. Our work will include:
- completion of the interpretive signage program for the overall site and preparation of construction documents for the sign frames and associated site work, including:
- work with the National Park Service, Japanese American Confinement Sites Grant staff to implement the $95,000.00 grant funded signage project;
- work with the Richmond Rotary Club to complete the greenhouse interpretive frame and signage augmented by the club’s $50,000 grant;
- completion of construction documents for relocation and rehabilitation of the historic Oishi and Sakai structures and associated site work;
- memorandum to the State Historic Preservation Officer (SHPO) in the California Office of Historic Preservation about relocation of the Sakai structures within the park boundary instead of the original location; and
- purchase of the shoring equipment for the historic structures.
SCOPE OF WORK
Interpretation: Marcia Vallier of CSW will continue to oversee the consultant team and the production of all design documents for the on-site work per our current on-call contract terms. CSW will prepare the master construction and permit documents for the interpretive displays including the sculptural sign frames, sign panels, and all related site work. We will assist the City to bid the project and will perform construction oversight to ensure that all work is installed per the documents and to the highest standards. We will facilitate the production of the sign panels for the City directly with KVO, the panel vendor, and supply the signs to the successful bidder for installation within the sculptural frames.
We will be assisted by Donna Graves and Patricia Wakida, Public Historians and Artists who will work with us to prepare text, display content, secure photos and illustrations and will conduct research and outreach to the Japanese American community, the National Park Service, the Rosie the Riveter Trust members, the local community, and other important interest groups. Christina Jirachachavalwong will continue her work with Donna, Patricia and CSW to complete the graphic design for the sign panels and DocuSign Envelope ID: 6E067743-EA6B-4AE1-BEA9-673AAD7A15E5 192
MIRAFLORES SUSTAINABLE GREENBELT PROJECT
EXTRA SERVICES REQUEST TO LANDSCAPE ARCHITECTURAL SERVICES ON-CALL CONTRACT
FOR THE INTERPRETIVE PROGRAM AND REHABILITATION OF HISTORIC STRUCTURES
ON-CALL AGREEMENT, AS-NEEDED LANDSCAPE ARCHITECTURAL SERVICES
will prepare the technical documents for production by KVO. Miguel Reiman of MCID and Yousif Jacob/ of YJ Inc. will prepare updated shop drawings of each sign frame for inclusion in the contract documents.
Historic Structures: CSW will lead the effort with Treanor HL to complete the bid documents for the relocation and rehabiltation of the Oishi house and the Sakai structures. (see attached Treanor HL proposal) CSW will conduct a site survey, prepare Civil Engineering and Landscape Architectural drawings for all site work including the hardscape and landscape construction documents for the relocated, rehabilitated historic structures. The Treanor HL design team will prepare the construction and bid documents for the warm shell rehabilitation of the historic structures, relocated from their mothball location to their approximate original locations or alternate location if approved by SHPO.
The market rate developer was to design and prepare building foundations then move the structures to their final location as part of their development project. However, the development project has been delayed indefinitely so we will proceed with the preparation of the structural foundation design as well.
The Sakai structures were to be located near their approximate original location within the market rate development area. The project work may be bid without the Sakai structures work unless we can obtain permission from SHPO to relocate the Sakai structures within the boundaries of the park instead of their approximate original location. Treanor HL will prepare a letter to request the alternate location for the structures. Below are two possible relocation concepts for consideration. One concept relocates the structures within the current park footprint leaving the vacated site available for additional units. The second concept vacates the site but takes the same area for the structures and adds it to the park.
Sakai Relocation Site - Option 1
DocuSign Envelope ID: 6E067743-EA6B-4AE1-BEA9-673AAD7A15E5 193
MIRAFLORES SUSTAINABLE GREENBELT PROJECT
EXTRA SERVICES REQUEST TO LANDSCAPE ARCHITECTURAL SERVICES ON-CALL CONTRACT
FOR THE INTERPRETIVE PROGRAM AND REHABILITATION OF HISTORIC STRUCTURES
ON-CALL AGREEMENT, AS-NEEDED LANDSCAPE ARCHITECTURAL SERVICES
Sakai Relocation Site - Option 2
We will prepare construction documents for the rehabilitation of both the Oishi and Sakai structures and will work with the City though final acceptance of the interpretive program as well. Below are the requested additional services amounts by firm.
Firm Name: Fee Request Scope Item
CSW|ST2., Proj. Mgmt., Landscape Architecture, Civil $ 85,000.00* Interpretation & Engineering, Surveying, Cost Est., Const. Admin. Historic Structures Treanor HL, Historic Architecture $ 62,585.00 Historic Structures Donna Graves and Patti Wakida, Public Historians $ 27,348.00* Interpretation Christina Jirachachavalwong, Interpretive Design $ 12,890.00* Interpretation MCID, Interpretive Frame Shop Drawings $ 8,500.00* Interpretation YJ, Inc., Structural Engineering $ 5,000.00 Interpretation Troast Jacking and Heavy Moving, Inc $ 15,000.00 Interpretation Subtotal Extra Services Request $ 216,323.00
Reimbursable Expenses $ 1,000.00
TOTAL Extra Services Request $ 217,323.00*
*The JACS grant will fund $27,500.00 of the design fee and $70,000.00 of the construction costs to fabricate the frames and signs, associated site work and installation.
DocuSign Envelope ID: 6E067743-EA6B-4AE1-BEA9-673AAD7A15E5 194
MIRAFLORES SUSTAINABLE GREENBELT PROJECT
EXTRA SERVICES REQUEST TO LANDSCAPE ARCHITECTURAL SERVICES ON-CALL CONTRACT
FOR THE INTERPRETIVE PROGRAM AND REHABILITATION OF HISTORIC STRUCTURES
ON-CALL AGREEMENT, AS-NEEDED LANDSCAPE ARCHITECTURAL SERVICES
Thank you for the opportunity to continue our work on this important and inspiring project. I look forward to hearing from you, and please call if you have any questions.
Sincerely,
CSW|ST2 ENGINEERING GROUP, INC.
Marcia D. Vallier, PLA, ASLA,
Senior Project Manager, Landscape Architect CA L#3293, OR L#746
DocuSign Envelope ID: 6E067743-EA6B-4AE1-BEA9-673AAD7A15E5 195
For the Contract between the City of
Richmond and
EXHIBIT B
PAYMENT PROVISIONS
{PLEASE NOTE THAT THE CITY OF RICHMOND SHALL NOT PAY FOR SERVICES
THAT EXCEED THE CONTRACT PA YMENT LIMIT UNLESS A CONTRACT
AMENDMENT HAS BEEN APPROVED BY THE CITY COUNCIL OR THE CITY MANAGER}
1. Provided Contractor is not in default under this Contract, Contractor shall be compensated as provided below.
2. Any and all payments made pursuant to this Contract shall be subject to the Contract Payment Limit. The Payment Limit includes expenses (phones, photo copying, meals and travel etc). Invoices, shall be adequately detailed, based on accurate records, and be in a form reasonably satisfactory to the City. Contractor may be required to provide back-up material upon request.
3. Contractor shall submit timely invoices to the following address:
Attention: City of Richmond, Finance Department - Accounts Payable Project Manager: Department:
PO Box 4046
Richmond, CA 94804-0046
4. All invoices that are submitted by Contra ctor shall be subject to the approval of the City’s Project Manager, before payments shall be authorized.
5. The City will pay invoice(s) within 45 days a fter completion of services to the City’s satisfaction. The City shall not pay late fees or interest.
6. A Richmond business license shall be obtained before any payment under this Contract shall be authorized and the business license must be kept current during the term of this Contract for payments to continue to be authorized.
7. All insurance coverage required by this Contract shall be provided by the Contractor before this Contract shall be executed by the City. The insurance coverage must be kept current during the term of this Contract for payments to continue to be authorized.
Lina Velasco
CSW/Stuber-Stroeh Engineering Group, Inc.
Community Development
Lina Velasco
DocuSign Envelope ID: 6E067743-EA6B-4AE1-BEA9-673AAD7A15E5 196
For the Contract between the City of
Richmond and
EXHIBIT C
AUTHORIZED REPRESENTATIVES AND NOTICES
1. Notices
. All notices, demands, statements, or communications provided for by this Contract shall be in writing and may be delivered by deposit in the United States mail, postage prepaid. Notices to the City shall be addressed to the Department Head and (as delineated below in section 1.1) to the project manager responsible for the administration of or the supervision of the scope of work under this Contract. Notices to the Contractor shall be addressed to the party designated by Contractor (as delineated below in section 1.2). Notice shall be deemed delivered (a) upon personal delivery; (b) as of the fifth business day after mailing by United States certified mail, postage prepaid, addressed to the proper party; or (c) as of 12:00 p.m. on the second business day immediately after the day it is deposited with and accepted by Federal Express, or a similar overnight courier service, addressed to the proper party and marked for next business day morning delivery. For the purposes of this Contract, a "business day" means any day Monday through Friday that is not a holiday recognized by the federal government or the State of California.
1. 1 CITY hereby designates as its Authorized Representative the Project Manager whose name and address are as follows:
City of Richmond
Richmond, CA 94804-0046
1. 2 CONTRACTOR hereby designates as its Authorized Representative the Project Manager whose name and address are as follows:
CSW/Stuber-Stroeh Engineering Group, Inc.
CSW/Stuber-Stroeh Engineering Group, Inc.
Lina Velasco
450 Civic Center Plaza
Robert Stevens, PE, TE
504 Redwood Boulevard, #310
Novato, CA 94947
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EXHIBIT D
GENERAL CONDITIONS
1. Independent Contractor . Contractor acknowledges, represents and warrants that Contractor is not a regular or temporary employee, joint venturer or partner of the City, but rather an independent Contractor. This Contract shall not be construed to create an agency, servant, employee, partnership, or joint venture relationship. As an independent Contractor, Contractor shall have no authority to bind City to any obligation or to act as City's agent except as expressly provided herein. Due to the independent Contractor relationship created by this Contract, City shall not withhold state or federal income taxes, the reporting of which shall be Contractor's sole responsibility.
2. Brokers . Contractor acknowledges, represents and warrants that Contractor has not hired, retained or agreed to pay any entity or person any fee, commission, percentage, gift, or any other consideration, contingent upon or resulting from the award or making of this Contract.
3. City Property . The rights to applicable plans, drawings, reports, calculations, data, specifications, videos, graphics or other materials prepared for or obtained pursuant to this Contract, which, upon request, are to be delivered to City within a reasonable time, shall be deemed assigned to City. If applicable, Contractor shall prepare check prints upon request. Notwithstanding the foregoing, Contractor shall not be obligated to provide to City proprietary software or data which Contractor has developed or had developed for Contractor's own use; provided, however, that Contractor shall, pursuant to Section 15 below, indemnify, defend and hold harmless City from and against any discovery or Public Records Act request seeking the disclosure of such proprietary software or data.
4. Patents, Trademarks, Copyrights and Rights in Data
. Contractor shall not
publish or transfer any materials, discoveries, developments, concepts, designs, ideas, know how, improvements, inventions and/or original works of authorship resulting from activities supported by this Contract without the express prior written consent of the City Manager. If anything resulting from activities supported by this Contract is patentable, trademarkable, copyrightable or otherwise legally protectable, City reserves the exclusive right to seek such intellectual property rights. Notwithstanding the foregoing, Contractor may, after receiving City's prior written consent, seek patent, trademark, copyright or other intellectual property rights on anything resulting from activities supported by this Contract. However, City reserves, and Contractor irrevocably grants, a nonexclusive, fully paid-up, royalty-free, assumable, perpetual, worldwide license, with the right to transfer, sublicense, practice and exploit said license and the right to make, have made, copy, modify, make derivative works of, use, sell, DocuSign Envelope ID: 6E067743-EA6B-4AE1-BEA9-673AAD7A15E5 198
General Conditions/EJ/TE 01-19-11 2 of 13
import, and otherwise distribute under all applicable intellectual properties without restriction of any kind said license.
Contractor further agrees to assist City, at City's expense, in every proper way to secure the City’s rights in any patents, trademarks, copyrights or other intellectual property rights relating thereto, including the disclosure to City of all pertinent information and data with respect thereto. Contractor shall also assist City in the execution of all applications, specifications, oaths, assignments, recordations, and all other instruments which City shall deem necessary in order to apply for, obtain, maintain and transfer such rights, or if not transferable, to waive such rights. Contractor shall further assist City in the execution of all applications, specifications, oaths, assignments, recordations and all other instruments which City shall deem necessary in order to assign and convey to City, and any assigns and nominees the sole and exclusive right, title and interest in and to any patents, trademarks, copyrights or other intellectual property rights relating thereto. Contractor further agrees that its obligation to execute or cause to be executed, when it is in Contractor's power to do so, any such instruments or papers shall continue during and at all times after the end of Contractor's services and until the expiration of the last such intellectual property right. Contractor hereby irrevocably designates and appoints City, and its duly authorized officers, agents and servants, as its agent and attorney-in-fact, to act for and in its behalf and stead to execute and file any such applications and to do all other lawfully permitted acts to further the application for, prosecution, issuance, maintenance or transfer of letters of patents, copyright and other registrations. This power of attorney is coupled with an interest and shall not be affected by Contractor's subsequent incapacity.
5. Inspection
. Contractor's performance, place of business and records pertaining to this Contract are subject to monitoring, inspection, review and audit by authorized representatives of the CITY, the State of California, and the United States Government.
If the project or services set forth in Exhibit A shall be performed on City or other public property, City shall have the right to inspect such work without notice. If such project or services shall not be performed on City or other public property, City shall have the right to inspect such work upon reasonable notice.
6. Services
. The project or services set forth in Exhibit A shall be performed to the full satisfaction and approval of City. In the event that the project or services set forth in Exhibit A are also itemized by price, City, in its sole discretion, may, upon notice to Contractor, delete certain items or services set forth in Exhibit A, in which case there shall be a corresponding reduction in the amount of compensation paid to Contractor.
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Contractor shall, at its own cost and expense, furnish all facilities and equipment necessary for Contractor to complete the project or perform the services required herein, unless otherwise provided in Exhibit A.
7. Records . Contractor shall keep and make available for inspection and copying by authorized representatives of the City, the State of California, and the United States Government, the Contractor's regular business records and such additional records pertaining to this Contract as may be required by the City.
Contractor shall retain all documents pertaining to this Contract for a period of five (5) years after this C ontract's termination (or for any further period that is required by law) and until all Fede ral or State audits are complete and exceptions resolved for this contract's funding period. Upon request, CONTRACTOR shall make thes e records available to authorized representatives of the CITY, the State of California, and the United States Government.
Contractor shall keep full and detailed accounts, maintain records, and exercise such controls as may be necessary for proper financial management under this Contract. The Contractor’s accounting and control systems shall be satisfactory to City. Contractor's accounting systems shall conform to generally accepted accounting principles and all records shall provide a breakdown of total costs charged under this Contract, including properly executed payrolls, time records, utility bills, invoices and vouchers. The City shall be afforded prompt access to Contractor's records, books, and Contractor shall preserve such project records for a period of at least five (5 years after the termination of this Contract , or for such longer period as may be required by law.
Contractor shall permit City and its authorized representatives and accountants to inspect, examine and copy Contractor's books, records, accounts, correspondence, instructions, drawings, receipts, subcontracts, purchase orders, vouchers, memoranda and other data relating to the project or services set forth in Exhibit A, and any and all data relevant to this Contract at any reasonable time for the purpose of auditing and verifying statements, invoices, or bills submitted by Contractor pursuant to this Contract and shall provide such assistance as may be reasonably required in the course of such inspection. Contractor shall also allow City access to the record keeping and accounting personnel of Contractor.
City further reserves the right to examine and re-examine said books, records, accounts, and data during the five (5 year period following the termination of this Contract; and Contractor shall in no event dispose of, destroy, alter, or mutilate said books, records, accounts, and data in any manner whatever for five (5 years after the termination of this Contract.
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Pursuant to California Government Code § 10527, the parties to this Contract shall be subject to the examination and audit of representatives of the Auditor General of the State of California for a period of three (3) years after final payment under this Contract. The examination and audit shall be confined to those matters connected with the performance of this Contract including, but not limited to, the cost of administering this Contract.
8. Changes and Extra Work . All changes and/or extra work under this Contract shall be performed and paid for in accordance with the following:
Only the City Council or the City Manager may authorize extra and/or changed work. Contractor expressly recognizes that other City personnel are without authorization to either order extra and/or changed work or waive contract requirements. Failure of Contractor to secure the authorization for such extra and/or changed work shall constitute a waiver of any and all right to adjustment in contract price due to such unauthorized work and Contractor thereafter shall be entitled to no compensation whatsoever for performance of such extra and/or changed work.
If Contractor is of the opinion that any work which Contractor has been directed to perform is beyond the scope of this Contract and constitutes extra work, Contractor shall promptly notify City of the fact. The City shall make a determination as to whether or not such work is, in fact, beyond the scope of this Contract and constitutes extra work. In the event that City determines that such work does constitute extra work, City shall provide extra compensation to Contractor on a fair and equitable basis. A change order or Contract Amendment providing for such compensation for extra work shall be negotiated between City and Contractor and executed by Contractor and the appropriate City official.
In the event City determines that such work does not constitute extra work, Contractor shall not be paid extra compensation above that provided herein and if such determination is made by City staff, said determination may be appealed to the City Council; provided, however, a written appeal must be submitted to the City Manager within five (5) days after the staff's determination is sent to Contractor. Said written appeal shall include a description of each and every ground upon which Contractor challenges the staff's determination.
9. Additional Assistance
. If this Contract requires Contractor to prepare
plans and specifications, Contractor shall provide assistance as necessary to resolve any questions regarding such plans and specifications that may arise during the period of advertising for bids, and Contractor shall issue DocuSign Envelope ID: 6E067743-EA6B-4AE1-BEA9-673AAD7A15E5 201
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any necessary addenda to the plans and specifications as requested. In the event Contractor is of the opinion that City's requests for addenda and assistance is outside the scope of normal services, the parties shall proceed in accordance with the changes and extra work provisions of Section 8 of these General Conditions.
10. Professional Ability. Contractor acknowledges, represents and warrants that Contractor and its employees are skilled and able to competently provide the services hereunder, and possess all professional licenses, certifications, and approvals necessary to engage in their occupations.
City has relied upon the professional ability and training of Contractor as a material inducement to enter into this Contract. Contractor shall perform in accordance with generally accepted professional practices and standards of Contractor's profession. In the event that City, in its sole discretion, desires the removal of any person employed or retained by Contractor to perform services hereunder, such person shall be removed immediately upon receiving notice from City.
11. Business License
. Contractor shall obtain a Richmond Business License
before performing any services required under this Contract. The failure to so obtain such license shall be a material breach of this Contract and grounds for immediate termination by City; provided, however, that City may waive the business license requirement in writing under unusual or extraordinary circumstances without necessitating any modification of this Contract to reflect such waiver.
12. Termination Without Default
. Notwithstanding any provision herein to the
contrary, City may, in its sole and absolute discretion and without cause, terminate this Contract at any time prior to completion by Contractor of the project or services hereunder, immediately upon written notice to Contractor. Contractor may terminate this Contract at any time in its sole and absolute discretion and without cause upon 30 days' written notice to City. In the event of termination by either party, Contractor shall be compensated for: (1) all authorized work satisfactorily performed prior to the effective date of termination; (2) necessary materials or services of others ordered by Contractor for this Contract, prior to receipt of notice of termination, irrespective of whether such materials or services of others have actually been delivered, provided that Contractor is not able to cancel such orders. Compensation for Contractor in such event shall be determined by City in accordance with the percentage of the project or services completed by Contractor; and all of Contractor's finished or unfinished work product through the time of the City's last payment shall be transferred and assigned to City. Additionally, in the event of such termination, the City may proceed with the work in any reasonable manner it chooses.
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13. Termination in the Event of Default. Should Contractor fail to perform any of its obligations hereunder, within the time and in the manner provided or otherwise violate any of the terms of this Contract, City may immediately terminate this Contract by giving written notice of such termination, stating the reasons for such termination. Contractor shall be compensated as provided in Section 12 of these General Conditions; provided, however, there shall be deducted from such amount the amount of damage, including attorney's fees, expert witness fees and costs, if any, sustained by City by virtue of Contractor's breach of this Contract. Additionally, in the event of such termination, the City may proceed with the work in any reasonable manner it chooses.
14. Conflict of Interest. Contractor acknowledges, represents and warrants that Contractor shall avoid all conflicts of interest (as defined under any federal, state or local statute, rule or regulation, or at common law) with respect to this Contract. Contractor further acknowledges, represents and warrants that no City official or employee has any economic interest, as defined in Title 2, California Code of Regulations §§ 18703.1 through 18703.5, with Contractor that would invalidate this Contract. Contractor acknowledges that in the event that Contractor shall be found by any judicial or administrative body to have any conflict of interest (as defined above) with respect to this Contract, all consideration received under this Contract shall be forfeited and returned to City forthwith. This provision shall survive the termination of this Contract for one (1) year.
15. Indemnification
.
(a) If this Contract is a contract for design professional services subject to California Civil Code Section 2782.8(a) and Contractor is a design professional, as defined in California Civil Code Section 2782.8(b)(2), Contractor shall hold harmless, defend and indemnify the City, its officers, agents, employees, and volunteers from and against any and all claims, damages, losses, and expenses including attorneys’ fees arising out of, or pertaining to, or relating to the negligence, recklessness, or willful misconduct of the Contractor, except where caused by the active negligence, sole negligence, or willful misconduct of the City. To the fullest extent permitted by law, Contractor shall immediately defend and indemnify the City and its officers, agents, employees, and volunteers from and against any and all liabilities, regardless of nature or type, that arise out of, pertain to, or relate to the negligence, recklessness, or willful misconduct of the Contractor, or its employees, agents, or subcontractors.
Liabilities subject to the duties to defend and indemnify include, without limitation, any and all claims, losses, damages, penalties, fines, and judgments; associated investigation and administrative expenses; defense costs, including but not limited to reasonable attorneys’ fees; court costs; and costs of alternative dispute resolution. Contractor’s obligation to DocuSign Envelope ID: 6E067743-EA6B-4AE1-BEA9-673AAD7A15E5 203
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indemnify applies unless it is finally adjudicated that the liability was caused by the sole active negligence or sole willful misconduct of an indemnified party.
(b) If this Contract is not a contract for design professional services subject to California Civil Code Section 2782.8(a) or Contractor is not a design professional as defined in California Civil Code Section 2782.8(b)(2), Contractor shall indemnify, defend, and hold harmless the City, its officers, agents, employees and volunteers from any and all claims, suits, or actions of every name, kind and description, brought forth on account of injuries to or death of any person or damage to property arising from or connected with the willful misconduct, negligent acts, errors or omissions, ultra-hazardous activities, activities giving rise to strict liability, or defects in design by Contractor or any person directly or indirectly employed by, or acting as, the agent for Contractor in the performance of this Contract, including the concurrent or successive passive negligence of the City, its officers, agents, employees or volunteers.
(c) It is understood that the duty of Contractor to indemnify and hold harmless includes the duty to defend as set forth in Section 2778 of the California Civil Code. Contractor shall be obligated to defend, in all legal, equitable, administrative, or special proceedings, with counsel approved by the City, the City and its officers, agents, employees, and volunteers, immediately upon tender to Contractor of the claim in any form or at any stage of an action or proceeding, whether or not liability is established. An allegation or determination that persons other than Contractor are responsible for the claim does not relieve Contractor from its separate and distinct obligation to defend under this Section 15. The obligation to defend extends through final judgment, including exhaustion of any appeals. The defense obligation includes an obligation to provide independent counsel if Contractor asserts that liability is caused in whole, or in part, by the negligence or willful misconduct of an indemnified party. (d) The review, acceptance or approval of the Contractor’s work or work product by any indemnified party shall not affect, relieve or reduce the Contractor’s indemnification or defense obligations. This Section 15 survives completion of the services or the termination of this Contract.
The provisions of this Section 15 are not limited by, and do not affect, the provisions of this Contract relating to insurance.
(e) Acceptance of insurance certificates and endorsements required under this Contract does not relieve Contractor from liability under this Section
15. This Section 15 shall apply whether or not such insurance policies are determined to be applicable to any such damages or claims for damages.
16. Safety
. Contractor acknowledges that the City is committed to the highest standards of workplace safety. Contractor shall perform all work hereunder in full compliance with applicable local, state and federal safety requirements including but not limited to Occupational Safety and Health Administration requirements, and shall assume sole and complete DocuSign Envelope ID: 6E067743-EA6B-4AE1-BEA9-673AAD7A15E5 204
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responsibility for the safety of Contractor's employees and any subContractor's employees. If a death, serious personal injury or substantial property damage occurs in connection with the performance of this Contract, Contractor shall immediately notify the City by telephone.
17. Insurance. Insurance requirements are set forth in Exhibit F to this Contract. Contractor shall abide by the insurance requirements set forth in said Exhibit F.
18. Non-Liability of Officials and Employees of the City. No official or employee of the City shall be personally liable for any default or liability under this Contract.
19. Compliance with Laws
. Contractor shall comply with all federal, state and
local laws, statutes, ordinances, rules and regulations, and the orders and decrees of any courts or administrative bodies or tribunals, with respect to this Contract, including without limitation environmental laws, employment discrimination laws and prevailing wage laws. Compliance under this provision includes compliance with all provisions of the Richmond Municipal Code ("Municipal Code"), including Chapters 2.50, 2.52, 2.56, and 2.60, if applicable.
Contractor acknowledges that under § 2.60.070 of the Municipal Code ("Living Wage Ordinance"), Contractor shall promptly provide to City documents and information verifying its compliance with the Living Wage Ordinance. Also as prescribed in § 2.60.070, Contractor shall notify each of its affected employees with regards to the wages that are required to be paid pursuant to the Living Wage Ordinance.
Contractor shall comply with § 2.28.030 of the Municipal Code, obligating every Contractor or subcontractor under a contract or subcontract with the City for public work or for goods or for services to refrain from discriminatory employment or subcontracting practices on the basis of race, color, sex, sexual orientation, religious creed, national origin or ancestry of any employee, any applicant for employment or any potential subcontractor.
Contractor acknowledges that the City’s Drug Free Workplace Policy, Violence in the Workplace Policy and the Policy Against Workplace Harassment, are available on the City’s website at
http://www.ci.richmond.ca.us/workplacepolicies
. Contractor agrees to
abide by the terms and conditions of said policies.
20. Limitations upon Subcontracting and Assignment. This Contract binds the heirs, successors, assigns and representatives of Contractor. The Contractor shall not enter into subcontracts for any work contemplated DocuSign Envelope ID: 6E067743-EA6B-4AE1-BEA9-673AAD7A15E5 205
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under this Contract and shall not assign this Contract, nor any portion hereof or monies due or to become due, without the prior written consent of the City Council or its designee.
Contractor acknowledges that the services which Contractor shall provide under this Contract are unique, personal services which, except as otherwise provided herein, Contractor shall not assign or sublet to any other party without the prior written approval of City, which approval may be withheld in City's sole and absolute discretion. In the event that City, in writing, approves any assignment or subletting of this Contract or the retention of subcontractors by Contractor, Contractor shall provide to City upon request copies of each and every subcontract contract prior to the execution thereof by Contractor and subcontractor. Any assignment by Contractor of any or all of its rights under this Contract without first obtaining City's prior written consent shall be a default under this Contract.
The sale, assignment, transfer or other disposition of any of the issued and outstanding capital stock of Contractor (if applicable), or of the interest of any general partner or joint venturer or syndicate member if Contractor is a partnership or joint-venture or syndicate, which shall result in a change of control of Contractor, shall be deemed an assignment. For this purpose, control shall mean fifty percent or more of the voting power or twenty-five percent or more of the assets of the corporation, partnership or joint-venture.
21. Integration
. This Contract constitutes the entire agreement between the parties concerning the subject matter hereof and supersedes any previous oral or written agreement; provided, however, that correspondence or documents exchanged between Contractor and City may be used to assist in the interpretation of the Exhibits to this Contract.
22. Modifications and Amendments. This Contract may be modified or amended only by a change order or Contract Amendment executed by both parties and approved as to form by the City Attorney.
23. Conflicting Provisions. In the event of a conflict between these General Conditions and those of any Exhibit or attachment hereto, these General Conditions shall prevail; provided, however, that any Special Conditions as set forth in Exhibit E shall prevail over these General Conditions. In the event of a conflict between the terms and conditions of any two or more Exhibits or attachments hereto, those prepared by City shall prevail over those prepared by the Contractor, and the terms and conditions preferred by the City shall prevail over those preferred by the Contractor.
24. Non-exclusivity. Notwithstanding any provision herein to the contrary, the services provided by Contractor hereunder shall be non-exclusive, and DocuSign Envelope ID: 6E067743-EA6B-4AE1-BEA9-673AAD7A15E5 206
General Conditions/EJ/TE 01-19-11 10 of 13
City reserves the right to employ other Contractors in connection with the project.
25. Exhibits. All Exhibits hereto are made a part hereof and incorporated herein by reference; provided, however, that any language in Exhibit A which does not pertain to the project description, proposal, scope of services, or method of compensation (as applicable) , or any corresponding responsibilities of City, shall be deemed extraneous to, and not a part of, this Contract.
26. Force Majeure. Neither party hereto shall be considered in default in the performance of its obligations hereunder to the extent that the performance of such an obligation is prevented or delayed by reason of acts of God, strikes, boycotts, lock-outs, inability to procure materials not related to the price thereof, failure of power, restrictive governmental laws and regulations enacted after the date of this Contract, riots, civil unrest, acts of terrorism, insurrection, war, declaration of a state or national emergency or other reasons of a like nature not within the reasonable control of such party.
27. Time of the Essence
. Time is of the essence of this Contract. Contractor and City agree that any time period set forth in Exhibit A represents their best estimates with respect to completion dates and both Contractor and City acknowledge that departures from the schedule may occur.
Therefore, both Contractor and City will use reasonable efforts to notify one another of changes to the schedule. Contractor shall not be responsible for performance delays caused by others, or delays beyond Contractor's control, and such delays shall extend the times for performance of Contractor's work.
28. Confidentiality
. Contractor agrees to comply with, and to require its employees, agents and partners to comply with, all applicable State or Federal statutes or regulations respecting confidentially, including but not limited to, the identity of persons served under this Contract, their records, or services provided them, and assures that:
All applications and records concerning any individual made or kept by Contractor or any public officer or agency in connection with the administration of or relating to services provided under this Contract will be confidential, and will not be open to examination for any purposes not directly connected with the administration of such service.
No person will publish or disclose or permit or cause to be published or disclosed, any list of persons receiving services, except as may be required in the administration of such service.
DocuSign Envelope ID: 6E067743-EA6B-4AE1-BEA9-673AAD7A15E5 207
General Conditions/EJ/TE 01-19-11 11 of 13
29. Third Parties. Nothing herein shall be interpreted as creating any rights or benefits in any third parties. For purposes hereof, transferees or assignees as permitted under this Contract shall not be considered "third parties."
30. Governing Law. This Contract shall be construed in accordance with the law of the State of California without regard to principles of conflicts of law.
This Contract is made in Contra Costa County, California, and any action relating to this Contract shall be instituted and prosecuted in the courts of Contra Costa County, California.
31. Nonrenewal
. Contractor understands and agrees that there is no
representation, implication, or understanding that the services provided by Contractor under this Contract will be purchased or renewed by the City under a new contract following expiration or termination of this Contract, and waives all rights or claims to notice or hearing respecting any failure by City to continue the purchase of all or any failure to continue purchase of all or any such services from Contractor.
32. Claims. Any claim by Contractor against City hereunder shall be subject to Government Code §§ 800 et seq. The claims presentation provisions of said Act are hereby modified such that the presentation of all claims hereunder to the City shall be waived if not made within six months after accrual of the cause of action.
33. Interpretation. This Contract shall be interpreted as if drafted by both parties.
34. Warranty. In the event that any product shall be provided to the City as part of this Contract, Contractor warrants as follows: Contractor possesses good title to the product and the right to transfer the product to City; the product shall be delivered to the City free from any security interest or other lien; the product meets any specifications contained herein; the product shall be free from material defects in materials and workmanship under normal use for a period of one (1) year from the date of delivery; and the product shall be fit for its intended purpose(s). Notwithstanding the foregoing, consumable and maintenance items (such as light bulbs and batteries) shall be warranted for a period of one hundred and eighty (180) days from the date of delivery. All repairs during the warranty period shall be promptly performed by Contractor, at Contractor's expense, including shipping.
35. Severability
. In the event that any of the provisions or portions or applications thereof of this Contract are held to be unenforceable or invalid by any court of competent jurisdiction, City and Contractor shall negotiate an equitable adjustment in the provisions of the Contract with a view DocuSign Envelope ID: 6E067743-EA6B-4AE1-BEA9-673AAD7A15E5 208
General Conditions/EJ/TE 01-19-11 12 of 13
toward effecting the purpose of this Contract, and the validity and enforceability of the remaining provisions or portions or applications thereof, shall not be affected thereby.
36. Authority. City warrants and represents that the signatory hereto (the Mayor of the City of Richmond or the City Manager) is duly authorized to enter into and execute this Contract on behalf of City. The party signing on behalf of Contractor warrants and represents that he or she is duly authorized to enter into and execute this Contract on behalf of Contractor, and shall be personally liable to City if he or she is not duly authorized to enter into and execute this Contract on behalf of Contractor.
37. Waiver. The waiver by City of any breach of any term or provision of this Contract shall not be construed as a waiver of any subsequent breach.
Inspections or approvals, or statements by any officer, agent or employee of the City relating to the Contractor’s performance, or payments therefore, or any combination of these acts, shall not relieve the Contractor’s obligation to fulfill this Contract as prescribed; nor shall the City be thereby stopped from bringing any action for damages or enforcement arising from any failure to comply with any of the terms and conditions of this Contract.
38. Possessory Interest. If this Contract results in the Contractor having possession of, claim to or right to the possession of land or improvements, but does not vest ownership of the land or improvements in the same person, or if this Contract results in the placement of taxable improvements on tax exempt land (Revenue and Taxation Code 107), such interest or improvements may represent a possessory interest subject to property tax, and Contractor may be subject to the payment of property taxes levied on such interest.
39. Performance and Final Acceptance
.
Contractor represents that it is experienced, qualified, registered, licensed, equipped, organized and financed to perform the services under this Contract.
Contractor shall perform the services under this Contract with that degree of skill and judgment normally exercised by professional firms performing services of a similar nature in the State of California, and shall be responsible for the professional quality, technical accuracy and coordination of the services it performs under this Contract. In addition to the other rights and remedies which City may have, Contractor shall, at its own expense, correct any services which fail to meet the above standard.
DocuSign Envelope ID: 6E067743-EA6B-4AE1-BEA9-673AAD7A15E5 209
General Conditions/EJ/TE 01-19-11 13 of 13
City shall provide Contractor an opportunity to cure errors and omission which may be disclosed during the review of submittals, with no increase in the authorized Contract Payment Limit. Should Contractor fail to make necessary corrections in a timely manner, such corrections shall be made by the City and the cost thereof shall be charged to Contractor.
If warranted, City shall determine, and Contractor may request such determination, that Contractor has satisfactorily completed performance of this Contract. Upon such determination, City shall issue to Contractor a written Notice of Final Acceptance, after which Contractor shall not incur further costs under this Contract. Contractor shall respond to such Notice of Final Acceptance by executing and submitting to City a Release and Certificate of Final Payment.
40. Survival. The rights and obligations of the parties which by their nature survive termination or completion of the services covered by this Contract shall remain in full force and effect after termination or completion.
DocuSign Envelope ID: 6E067743-EA6B-4AE1-BEA9-673AAD7A15E5 210
For the Contract between the City of
Richmond and
EXHIBIT E
SPECIAL CONDITIONS
The General Conditions are hereby amended to include the following modifications and/or provisions (if applicable):
Sanctuary City Contracting Ordinance (SCCO). The Richmond Sanctuary City Contracting Ordinance No. 12-18 prohibits the City from granting and or retaining contracts with any person or entity that provides Data Broker or Extreme Vetting services to the U.S. Immigration and Customs Enforcement Division of the United States Department of Homeland Security (“ICE”).
Contractor must submit the Sanctuary City Compliance Statement, attached hereto as Exhibit G, prior to the execution of this Agreement.
CSW/Stuber-Stroeh Engineering Group, Inc.
DocuSign Envelope ID: 6E067743-EA6B-4AE1-BEA9-673AAD7A15E5 211
For the Contract between the City of
Richmond and
EXHIBIT F
INSURANCE PROVISIONS
During the entire term of this Contract and any extension or modification thereof, the CONTRACTOR shall keep in effect insurance policies meeting the insurance requirements specified in the insurance provisions which are attached hereto and incorporated herein by this reference.
CSW/Stuber-Stroeh Engineering Group, Inc.
DocuSign Envelope ID: 6E067743-EA6B-4AE1-BEA9-673AAD7A15E5 212
___ Exhibit F
___ Section 8
City of Richmond - Insurance Requirements - Type 2:
Professional Services
Type 2 – Page 1 of 3
Revised: September 2011
In all instances where CONTRACTOR or its representatives will provide professional services (architects, engineers, construction management, counselors, medical professionals, hospitals, clinics, attorneys, consultants, accountants, etc.) to the City of Richmond (City), the City requires the following MINIMUM insurance requirements and limits.
CONTRACTOR shall procure and maintain for the duration of the contract, agreement, or other order for work, services or supplies, insurance against claims for injuries to persons or damages to property which may arise from or in connection with the performance of the work hereunder and the results of that work by the CONTRACTOR, its agents, representatives, employees or subcontractors. Maintenance of proper insurance coverage is a material element of the contract. Failure to maintain or renew coverage or to provide evidence of renewal may be treated by the City as a material breach of contract.
CONTRACTOR agrees that in the event of loss due to any of the perils for which it has agreed to provide Commercial General Liability insurance, CONTRACTOR shall look solely to its insurance for recovery.
CONTRACTOR hereby grants to CITY, on behalf of any insurer providing Commercial General Liability insurance to either CONTRACTOR or CITY with respect to the services of CONSULTANT herein, a waiver of any right to subrogation which any such insurer of said CONTRACTOR may acquire against the CITY by virtue of the payment of any loss under such insurance.
Original, signed certificates and original, separate policy endorsements, naming the City as an additional insured for general liability coverage, as well as a waiver of subrogation for Workers’ Compensation insurance, shall be received and approved by the City before any work may begin. However, failure to do so shall not operate as a waiver of these insurance requirements.
City reserves the right to modify or require additional coverages for specific risk exposures depending on scope of CONTRACTORS work.
Minimum coverage is detailed below. The policy limits of coverage shall be made available to the full limits of the policy. The minimum limits stated herein shall not serve to reduce the policy limits of coverage of CONTRACTOR.
Minimum Scope of Insurance – the following forms shall be provided and coverage shall be at least as broad as the following:
1. Insurance Services Office Commercial General Liability coverage (ISO Occurrence Form CG 0001), and including coverage for bodily and personal injury, property damage, and products and completed operations (if applicable).
2. Insurance Services Office Automobile Liability coverage (ISO Form CA 0001, Code 1, Any Auto).
3. Original and Separate Additional Insured Endorsement for General Liability (ISO Form CG 20 10 11/85 or its equivalent) with primary and non-contributory language.
4. Workers’ Compensation Insurance as required by the State of California including Employer’s Liability coverage.
5. Original and Separate Waiver of Subrogation for Workers’ Compensation insurance.
6. Professional Liability or Errors & Omissions Liability Insurance appropriate to the CONTRACTOR’s profession (if required.)
Required Coverage Minimum Limits
Workers’ Compensation and
Employers’ Liability
Statutory limits as required by the State of California including $1 million Employers’ Liability per accident, per employee for bodily injury or disease.
If CONTRACTOR is self-insured, provide a certificate of Permission to Self- Insure, signed by the California Department of Industrial Relations and Self- Insurance. If contractor is a sole proprietor (has no employees) than contractor must sign “Contractor Release of Liability” found at:
http://www.ci.richmond.ca.us/index.aspx?nid=61.
General Liability
(primary and excess limits
combined)
$2,000,000 per occurrence for bodily injury, personal injury and property damage. If the policy includes a general aggregate, either the general aggregate shall apply separately to this project, service or location or the minimum required aggregate limit shall be twice the per occurrence limit ($4 million aggregate limit).
Policy shall be endorsed to name the City of Richmond as an additional insured per the conditions detailed below.
DocuSign Envelope ID: 6E067743-EA6B-4AE1-BEA9-673AAD7A15E5 213
___ Exhibit F
___ Section 8
City of Richmond - Insurance Requirements - Type 2:
Professional Services
Type 2 – Page 2 of 3
Revised: September 2011
Automobile Liability $1,000,000 per occurrence for bodily injury and property damage.
PROJECT COST R EQUIRED LIMIT
$0 - $1 million $1 million p/o
$1 million - $5 million $2 million p/o
Over $5 million $5 million p/o
Professional Liability or Errors &
Omissions Liability –
Required for all professionals
including architects, engineers,
consultants, construction
management, counselors, medical
professionals, hospitals, clinics,
attorneys and accountants, & other
consultants as may be required by
the City.
Required Policy Conditions
Additional Insured Endorsement
Applicable to General Liability coverage.
The City of Richmond, its officers, officials, employees, agents and volunteers are to be named as additional insureds for all liability arising out of the operations by or on behalf of the named insured including bodily injury, deaths and property damage or destruction arising in any respect directly or indirectly in the performance of this contract.
ISO form CG 20 10 (11/85) or its equivalent is required. If the Contractor is supplying their product or providing a service then the endorsement must not
exclude products and completed operations
coverage. If it does, then CG 20 37 (10/01) is also required.
SAMPLE Endorsements can be found at
http://www.ci.richmond.ca.us/index.aspx?nid=61
.
Primary and Noncontributory The contractor’s insurance coverage must be primary coverage as it pertains to the City, its officers, officials, employees, agents and volunteers. Any insurance or self insurance maintained by the City is wholly separate from the insurance of the contractor and in no way relieves the contractor from its responsibility to provide insurance.
Waiver of Subrogation
Endorsement Form
Contractor’s insurer will provide a Waiver of Subrogation in favor of the City for Workers’ Compensation Insurance during the life of this contract.
SAMPLE Endorsements can be found at
http://www.ci.richmond.ca.us/index.aspx?nid=61.
Deductibles and Self-Insured
Retentions
Any deductible or self-insured retention must be declared to and approved by the City. At the option of the City either the insurer shall reduce or eliminate such deductibles or self-insured retention as respects the City or the CONTRACTOR shall procure a financial guarantee in an amount equal to the deductible or self-insured retention guaranteeing payment of losses and related investigations, claims administration and defense expenses.
Contractor is responsible for satisfaction of the deductible and/or self-insured retention for each loss.
A. M. Best Rating A:VII or Better. If the A.M. Best Rating falls below the required rating, CONTRACTOR must replace coverage immediately and provide notice to City.
Umbrella/Excess Liability Policies
If an Umbrella or Excess Liability Policy is used to meet the liability limits, coverage shall be as broad as specified for underlying coverage’s and cover those insured in the underlying policies.
DocuSign Envelope ID: 6E067743-EA6B-4AE1-BEA9-673AAD7A15E5 214
___ Exhibit F
___ Section 8
City of Richmond - Insurance Requirements - Type 2:
Professional Services
Type 2 – Page 3 of 3
Revised: September 2011
Claims-Made Policies
If any insurance policy is written on a claims-made form: 1) the retroactive date must be shown, and must be before the date of the contract or the beginning of contract work. 2) Insurance must be maintained and evidence of insurance must be provided for at least five (5) years after completion of the contract of work. 3) If coverage is canceled or non-renewed, and not replaced with another claims-made policy form with a retroactive date prior to the contract effective date, the Contractor must purchase an extended period coverage for a minimum of five (5) years after completion of contract work.
Subcontractors
CONTRACTOR
shall include all subcontractors as insured under its policies or shall furnish to the City for review and approval, separate certificates and endorsements for each subcontractor. All coverage for subcontractors shall be subject to all of the requirements stated herein.
CONTRACTOR agrees to defend and indemnify the City of Richmond for any damage resulting to it from failure of either CONTRACTOR or any subcontractor to take out or maintain the required insurance policies.
The fact that
insurance is obtained by CONTRACTOR, and/or CONTRACTOR’s subcontractors, will not be deemed to release or diminish the liability of CONTRACTOR, including, without limitation, liability under the indemnity provisions of this contract. Damages recoverable by CITY from CONTRACTOR or any third party will not be limited by the amount of the required insurance coverage.
Verification of Coverage
All original certificates and endorsements shall be received and approved by the City before work may begin .
The City of Richmond reserves the right to require complete, certified copies of all required insurance policies including endorsements affecting the coverage at any time.
Original insurance certificates and required policy endorsements shall be mailed or delivered to the Designated Project Manager for the City of Richmond.
Insurance certificates and endorsements may be faxed to the Designated Project Manger. However, CONTRACTOR must mail the original certificates and endorsements to Designated Project Manager once faxed.
Continuous Coverage
CONTRACTOR shall maintain the required insurance for the life of the contract. Should the CONTRACTOR cease to have insurance as required during this time, all work by the CONTRACTOR pursuant to this agreement shall cease until insurance acceptable to the City is provided. In the event that CONTRACTOR fails to comply with the City’s insurance requirements, the City may take such action as it deems necessary to protect the City’s interests. Such action may include but is not limited to termination of the contract, withholding of payments, or other actions as the City deems appropriate.
If services or the scope of work extend beyond the expiration dates of the required insurance policies initially approved by the City, CONTRACTOR must provide updated certificates and endorsements indicating that the required coverage, terms and conditions are still in place. Renewal certificates and updated endorsements shall be mailed to the Designated Project Manager.
Cancellation
CONTRACTOR shall ensure that coverage shall not be cancelled, reduced or otherwise materially changed except after thirty (30) days’ prior written notice has been given to the City.
Reporting Requirements
Any failure to comply with reporting or other provisions of the policies including breaches of warranties shall not affect coverage provided to the City, its officers, officials, employees or volunteers.
Consistent with Public Policy
The insuring provisions, insofar as they may be judged to be against public policy shall be void and unenforceable only to the minimum extent necessary so that the remaining terms and provisions herein may be consistent with public policy and thus enforceable.
DocuSign Envelope ID: 6E067743-EA6B-4AE1-BEA9-673AAD7A15E5 215
SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE
THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS.
INSURER(S) AFFORDING COVERAGE
INSURER F :
INSURER E :
INSURER D :
INSURER C :
INSURER B :
INSURER A :
NAIC #
NAME:
CONTACT
(A/C, No):
FAX
E-MAIL
ADDRESS:
PRODUCER
(A/C, No, Ext):
PHONE
INSURED
REVISION NUMBER:CERTIFICATE NUMBER:COVERAGES
IMPORTANT: If the certificate holder is an ADDITIONAL INSURED, the policy(ies) must have ADDITIONAL INSURED provisions or be endorsed.
If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy, certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s).
THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS
CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER, AND THE CERTIFICATE HOLDER.
OTHER:
(Per accident)
(Ea accident)
$
$
N / A
SUBR
WVD
ADDL
INSD
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. $ $
$
$PROPERTY DAMAGE
BODILY INJURY (Per accident)
BODILY INJURY (Per person)
COMBINED SINGLE LIMIT
AUTOS ONLY
AUTOSAUTOS ONLY
NON-OWNED
SCHEDULEDOWNED
ANY AUTO
AUTOMOBILE LIABILITY
Y / N
WORKERS COMPENSATION
AND EMPLOYERS' LIABILITY
OFFICER/MEMBER EXCLUDED?
(Mandatory in NH)
DESCRIPTION OF OPERATIONS below
If yes, describe under
ANY PROPRIETOR/PARTNER/EXECUTIVE
$
$
$
E.L. DISEASE - POLICY LIMIT
E.L. DISEASE - EA EMPLOYEE
E.L. EACH ACCIDENT
ER
OTH-
STATUTE
PER
LIMITS(MM/DD/YYYY)
POLICY EXP
(MM/DD/YYYY)
POLICY EFF
POLICY NUMBERTYPE OF INSURANCELTR
INSR
DESCRIPTION OF OPERATIONS / LOCATIONS / VEHICLES (ACORD 101, Additional Remarks Schedule, may be attached if more space is required)
EXCESS LIAB
UMBRELLA LIAB $EACH OCCURRENCE
$AGGREGATE
$
OCCUR
CLAIMS-MADE
DED RETENTION $
$PRODUCTS - COMP/OP AGG
$GENERAL AGGREGATE
$PERSONAL & ADV INJURY
$MED EXP (Any one person)
$EACH OCCURRENCE
DAMAGE TO RENTED
$PREMISES (Ea occurrence)
COMMERCIAL GENERAL LIABILITY
CLAIMS-MADE OCCUR
GEN'L AGGREGATE LIMIT APPLIES PER:
POLICY PRO-
JECT LOC
CERTIFICATE OF LIABILITY INSURANCE
DATE (MM/DD/YYYY)
CANCELLATION
AUTHORIZED REPRESENTATIVE
ACORD 25 (2016/03)
© 1988-2015 ACORD CORPORATION. All rights reserved.
CERTIFICATE HOLDER
The ACORD name and logo are registered marks of ACORD
HIRED
AUTOS ONLY
3/30/2023
AssuredPartnersDesignProfessionalsInsuranceServices,LLC 3697Mt.DiabloBlvd.,Suite230
LafayetteCA94549
NancyFerrick
510-272-1400
[email protected]
License#:6003745
USSpecialtyInsuranceCompany
29599
CSWSENG-01
SentinelInsuranceCompany
11000
CSW/Stuber-StroehEngineeringGroupInc
504RedwoodBlvd.,Suite310
NovatoCA94947
HartfordAccidentandIndemnityCompany
22357
HARTFORDINSURANCECOMPANY
38288
1512885244
B
X
2,000,000
X
1,000,000
X
ContractualLiab
10,000
Included
2,000,000
4,000,000
X
X
Y
Y
57SBWBO0500
3/31/2023
3/31/2024
4,000,000
C
1,000,000
X
X
X
Y
Y
57UEGBC2987
3/31/2023
3/31/2024
B
X
X
4,000,000
Y
57SBWBO0500
3/31/2023
Y
3/31/2024
4,000,000
X
10,000
D
X
Y
57WEGAL1BZF
3/31/2023
3/31/2024
1,000,000
1,000,000
1,000,000
A
ProfessionalLiability
USS2333699
3/31/2023
3/31/2024
PerClaim
AggregateLimit
$2,000,000
$4,000,000
UmbrellaLiabilitypolicyisfollow-formtounderlying:GeneralLiability/AutoLiability/Employer'sLiability.
RE:AllOperationsoftheNamedInsured.TheCityofRichmond,itsofficers,officials,employees,agentsandvolunteersareAdditionalInsuredtoGeneral LiabilityandAutomobileLiabilityasrequiredbywrittencontractoragreement.Insuranceisprimaryandnon-contributoryperpolicyform.Scheduleof UnderlyingCoveragetoUmbrella:GeneralLiability,AutoLiabilityandEmployer'sLiability.TheUmbrellaisfollowform.AWaiverofSubrogationappliesto GeneralLiability,AutoLiabilityandWorkers'Compensation. 30DaysNoticeofCancellation.DEDUCTIBLES:ProfessionalLiabilityDeductible=$35,000per claim. ExcessLiabilitySIR=$10,000eachoccurrence.OtherLiabilityDeductibles=$0. 30DayNoticeofCancellation
CityofRichmond
450CivicCenterPlaza
Richmond,CA94804
DocuSign Envelope ID: 6E067743-EA6B-4AE1-BEA9-673AAD7A15E5 216
THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY.
Form SS 51 14 04 17 Page 1 of 1
© 2017, The Hartford
ADDITIONAL INSURED PROVISIONS - CALIFORNIA
This endorsement modifies insurance provided under the following:
BUSINESS LIABILITY COVERAGE FORM
A. It is agreed that paragraph (2) of subsections 6.d.
and 6.f. of Section C. - WHO IS AN INSURED is
replaced by the following:
(2) The insurance afforded by paragraph (1) above
does not apply if your acts or omissions, or the
acts or omissions of those acting on your behalf,
that are alleged to have caused the "bodily
injury", "property damage" or "personal and
advertising injury", involve professional
architectural, engineering or surveying services,
including but not limited to:
(a) The preparing, approving, editing of or
failure to prepare or approve, shop
drawings, maps, opinions, reports, surveys,
change orders, field orders, designs,
drawings, specifications, warnings,
recommendations, permit applications
payment requests, manuals or instructions;
(b) Supervisory, inspection, quality control,
architectural, engineering or surveying
activities or services;
(c) Maintenance of job site safety, construction
administration, construction contracting,
construction management, computer
consulting or design software development
or programming service, or selection of a
contractor or programming service;
(d) Monitoring, sampling, or testing service
necessary to perform any of the services
included in a. b. or c. above;
(e) Supervision, hiring, employment, training or
monitoring of others who are performing
any of the services included in a., b. or c.
above.
The insurance afforded to such additional
insured:
(a) Only applies to the extent permitted by law;
and
(b) Will not be broader than that which you are
required by the contract or agreement to
provide for such additional insured.
B. It is agreed that the following paragraphs are added to the end of subsections 1. and 8. of Section F-
OPTIONAL ADDITIONAL INSURED
COVERAGES; and it is agreed the following
paragraphs replace section b. of subsection 9. of
Section F. - OPTIONAL ADDITIONAL INSURED
COVERAGES. These paragraphs do not attach or
amend the language of any of the other subsections
of Section F - OPTIONAL ADDITIONAL INSURED
COVERAGES:
The insurance afforded by this subsection does not
apply if your acts or omissions, or the acts or
omissions of those acting on your behalf, that are
alleged to have caused the "bodily injury", "property
damage" or "personal and advertising injury",
involve professional architectural, engineering or
surveying services, including but not limited to:
(a) The preparing, approving, editing of or
failure to prepare or approve, shop
drawings, maps, opinions, reports, surveys,
change orders, field orders, designs,
drawings, specifications, warnings,
recommendations, permit applications
payment requests, manuals or instructions;
(b) Supervisory, inspection, quality control,
architectural, engineering or surveying
activities or services;
(c) Maintenance of job site safety, construction
administration, construction contracting,
construction management, computer
consulting or design software development
or programming service, or selection of a
contractor or programming service;
(d) Monitoring, sampling, or testing service
necessary to perform any of the services
included in a. b. or c. above;
(e) Supervision, hiring, employment, training or
monitoring of others who are performing any
of the services included in a., b. or c. above.
The insurance afforded to such additional insured:
(a) Only applies to the extent permitted by law;
and
(b) Will not be broader than that which you are
required by the contract or agreement to
provide for such additional insured.
3ROLF\
57SBWBO0500
DocuSign Envelope ID: 6E067743-EA6B-4AE1-BEA9-673AAD7A15E5 217
BUSINESS LIABILITY COVERAGE FORM
(b) b.Rented to, in the care, custody or Coverage under this provision does not control of, or over which physical apply to:
control is being exercised for any (1) "Bodily injury" or "property damage" purpose by you, any of your that occurred; or
"employees", "volunteer workers", (2) "Personal and advertising injury"any partner or member (if you are arising out of an offense committeda partnership or joint venture), or before you acquired or formed the any member (if you are a limited organization.liability company).
4. Operator Of Mobile Equipmentb. Real Estate Manager
With respect to "mobile equipment" registered inAny person (other than your "employee" or your name under any motor vehicle registration"volunteer worker"), or any organization law, any person is an insured while driving suchwhile acting as your real estate manager. equipment along a public highway with yourc. Temporary Custodians Of Your permission. Any other person or organizationProperty responsible for the conduct of such person isAny person or organization having proper also an insured, but only with respect to liabilitytemporary custody of your property if you arising out of the operation of the equipment, anddie, but only: only if no other insurance of any kind is available (1) With respect to liability arising out of the to that person or organization for this liability. maintenance or use of that property; and However, no person or organization is an insured with respect to:(2) Until your legal representative has been appointed. a. "Bodily injury" to a co-"employee" of the person driving the equipment; ord. Legal Representative If You Die b. "Property damage" to property owned by,Your legal representative if you die, but rented to, in the charge of or occupied byonly with respect to duties as such. That you or the employer of any person who isrepresentative will have all your rights and an insured under this provision.duties under this insurance.
5. Operator of Nonowned Watercrafte. Unnamed Subsidiary With respect to watercraft you do not own thatAny subsidiary and subsidiary thereof, of is less than 51 feet long and is not being usedyours which is a legally incorporated entity to carry persons for a charge, any person is anof which you own a financial interest of insured while operating such watercraft withmore than 50% of the voting stock on the your permission. Any other person oreffective date of this Coverage Part. organization responsible for the conduct ofThe insurance afforded herein for any such person is also an insured, but only withsubsidiary not shown in the Declarations respect to liability arising out of the operationas a named insured does not apply to of the watercraft, and only if no otherinjury or damage with respect to which an insurance of any kind is available to thatinsured under this insurance is also an person or organization for this liability.insured under another policy or would be However, no person or organization is anan insured under such policy but for its insured with respect to:termination or upon the exhaustion of its limits of insurance. a. "Bodily injury" to a co-"employee" of the person operating the watercraft; or3. Newly Acquired Or Formed Organization b. "Property damage" to property owned by,Any organization you newly acquire or form, rented to, in the charge of or occupied byother than a partnership, joint venture or you or the employer of any person who islimited liability company, and over which you an insured under this provision.maintain financial interest of more than 50% of the voting stock, will qualify as a Named 6. Additional Insureds When Required By Insured if there is no other similar insurance Written Contract, Written Agreement Or available to that organization. However: Permit
a. Coverage under this provision is afforded The person(s) or organization(s) identified in only until the 180th day after you acquire a. f.Paragraphs through below are additional or form the organization or the end of the insureds when you have agreed, in a written policy period, whichever is earlier; and
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(e)contract, written agreement or because of a Any failure to make such permit issued by a state or political inspections, adjustments, tests or subdivision, that such person or organization servicing as the vendor has be added as an additional insured on your agreed to make or normally policy, provided the injury or damage occurs undertakes to make in the usual subsequent to the execution of the contract or course of business, in connection agreement, or the issuance of the permit. with the distribution or sale of the products;A person or organization is an additional
(f) Demonstration, installation,insured under this provision only for that servicing or repair operations,period of time required by the contract, except such operations performedagreement or permit.
at the vendor's premises inHowever, no such person or organization is an connection with the sale of theadditional insured under this provision if such product;person or organization is included as an (g) Products which, after distributionadditional insured by an endorsement issued or sale by you, have been labeledby us and made a part of this Coverage Part, or relabeled or used as aincluding all persons or organizations added container, part or ingredient of anyas additional insureds under the specific other thing or substance by or foradditional insured coverage grants in Section the vendor; orF. – Optional Additional Insured Coverages. (h) "Bodily injury" or "propertya. Vendors
damage" arising out of the soleAny person(s) or organization(s) (referred to negligence of the vendor for itsbelow as vendor), but only with respect to own acts or omissions or those of"bodily injury" or "property damage" arising its employees or anyone elseout of "your products" which are distributed acting on its behalf. However, thisor sold in the regular course of the vendor's exclusion does not apply to:business and only if this Coverage Part (i) The exceptions contained inprovides coverage for "bodily injury" or (d) (f)Subparagraphs or ; or"property damage" included within the (ii)"products-completed operations hazard". Such inspections, adjustments, tests or servicing as the vendor(1) The insurance afforded to the vendor has agreed to make or normallyis subject to the following additional undertakes to make in the usualexclusions:
course of business, inThis insurance does not apply to: connection with the distribution (a) "Bodily injury" or "property or sale of the products. damage" for which the vendor is (2) This insurance does not apply to anyobligated to pay damages by insured person or organization fromreason of the assumption of whom you have acquired such products,liability in a contract or agreement. or any ingredient, part or container,This exclusion does not apply to entering into, accompanying orliability for damages that the containing such products.vendor would have in the absence b. Lessors Of Equipmentof the contract or agreement;
(1) Any person or organization from(b) Any express warranty whom you lease equipment; but onlyunauthorized by you;
with respect to their liability for "bodily(c) Any physical or chemical change injury", "property damage" orin the product made intentionally "personal and advertising injury"by the vendor; caused, in whole or in part, by your (d) Repackaging, except when
maintenance, operation or use of
unpacked solely for the purpose of equipment leased to you by such inspection, demonstration, testing, person or organization. or the substitution of parts under
instructions from the manufacturer,
and then repackaged in the
original container;
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(2) e. Permits Issued By State Or PoliticalWith respect to the insurance afforded Subdivisionsto these additional insureds, this
insurance does not apply to any (1) Any state or political subdivision, but "occurrence" which takes place after only with respect to operations you cease to lease that equipment. performed by you or on your behalf for c. Lessors Of Land Or Premises which the state or political subdivision has issued a permit.(1) Any person or organization from (2)whom you lease land or premises, but With respect to the insurance afforded only with respect to liability arising out to these additional insureds, this of the ownership, maintenance or use insurance does not apply to:
of that part of the land or premises (a) "Bodily injury", "property damage" leased to you. or "personal and advertising
(2) With respect to the insurance afforded injury" arising out of operations to these additional insureds, this performed for the state or insurance does not apply to: municipality; or
(a) (b)Any "occurrence" which takes "Bodily injury" or "property damage" place after you cease to lease that included within the "products- land or be a tenant in that completed operations hazard". premises; or f. Any Other Party
(b) Structural alterations, new (1) Any other person or organization who construction or demolition a.is not an insured under Paragraphs operations performed by or on ethrough . above, but only with behalf of such person or respect to liability for "bodily injury", organization. "property damage" or "personal and
d. Architects, Engineers Or Surveyors advertising injury" caused, in whole or in part, by your acts or omissions or(1) Any architect, engineer, or surveyor, but the acts or omissions of those actingonly with respect to liability for "bodily on your behalf:injury", "property damage" or "personal
(a)and advertising injury" caused, in whole In the performance of your or in part, by your acts or omissions or ongoing operations; the acts or omissions of those acting on (b) In connection with your premises your behalf: owned by or rented to you; or
(a) In connection with your premises; (c) In connection with "your work" and or included within the "products-
(b) In the performance of your completed operations hazard", but ongoing operations performed by only if
you or on your behalf. (i) The written contract or written (2) With respect to the insurance afforded agreement requires you to to these additional insureds, the provide such coverage to following additional exclusion applies: such additional insured; and (ii)This insurance does not apply to This Coverage Part provides "bodily injury", "property damage" or coverage for "bodily injury" or "personal and advertising injury" "property damage" included arising out of the rendering of or the within the "products- failure to render any professional completed operations hazard". services by or for you, including: (2) With respect to the insurance afforded (a) The preparing, approving, or to these additional insureds, this failure to prepare or approve, insurance does not apply to:
maps, shop drawings, opinions, "Bodily injury", "property damage" or reports, surveys, field orders, "personal and advertising injury" change orders, designs or arising out of the rendering of, or the drawings and specifications; or failure to render, any professional (b) Supervisory, inspection, architectural, engineering or surveying architectural or engineering services, including:
activities.
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(a) The preparing, approving, or This General Aggregate limit does not failure to prepare or approve, apply to "property damage" to premises maps, shop drawings, opinions, while rented to you or temporarily reports, surveys, field orders, occupied by you with permission of the change orders, designs or owner, arising out of fire, lightning or drawings and specifications; or explosion.
(b) 3. Each Occurrence LimitSupervisory, inspection,
architectural or engineering 2.a. 2.bSubject to or above, whichever activities. applies, the most we will pay for the sum of all The limits of insurance that apply to additional damages because of all "bodily injury", D.insureds are described in Section – Limits "property damage" and medical expenses Of Insurance. arising out of any one "occurrence" is the Liability and Medical Expenses Limit shown inHow this insurance applies when other the Declarations.insurance is available to an additional insured is described in the Other Insurance Condition The most we will pay for all medical expenses E.in Section – Liability And Medical Expenses because of "bodily injury" sustained by any General Conditions. one person is the Medical Expenses Limit shown in the Declarations.No person or organization is an insured with
4. Personal And Advertising Injury Limitrespect to the conduct of any current or past partnership, joint venture or limited liability 2.b.Subject to above, the most we will pay for company that is not shown as a Named Insured in the sum of all damages because of all the Declarations. "personal and advertising injury" sustained by any one person or organization is the Personal
D. LIABILITY AND MEDICAL EXPENSES
and Advertising Injury Limit shown in theLIMITS OF INSURANCE Declarations.
1. The Most We Will Pay 5. Damage To Premises Rented To You Limit The Limits of Insurance shown in the The Damage To Premises Rented To YouDeclarations and the rules below fix the most Limit is the most we will pay under Businesswe will pay regardless of the number of: Liability Coverage for damages because of a. Insureds; "property damage" to any one premises, while b. Claims made or "suits" brought; or rented to you, or in the case of damage by fire, lightning or explosion, while rented to you orc. Persons or organizations making claims or temporarily occupied by you with permission ofbringing "suits". the owner.2. Aggregate Limits
In the case of damage by fire, lightning orThe most we will pay for: explosion, the Damage to Premises Rented To a. Damages because of "bodily injury" and You Limit applies to all damage proximately "property damage" included in the caused by the same event, whether such "products-completed operations hazard" is damage results from fire, lightning or explosion the Products-Completed Operations or any combination of these.
Aggregate Limit shown in the 6. How Limits Apply To Additional InsuredsDeclarations.
The most we will pay on behalf of a person orb. Damages because of all other "bodily organization who is an additional insuredinjury", "property damage" or "personal under this Coverage Part is the lesser of:and advertising injury", including medical a. The limits of insurance specified in aexpenses, is the General Aggregate Limit written contract, written agreement orshown in the Declarations. permit issued by a state or politicalThis General Aggregate Limit applies subdivision; orseparately to each of your "locations" b. The Limits of Insurance shown in theowned by or rented to you.
Declarations."Location" means premises involving the
Such amount shall be a part of and not in same or connecting lots, or premises addition to the Limits of Insurance shown in whose connection is interrupted only by a the Declarations and described in this Section.street, roadway or right-of-way of a railroad.
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(1)If more than one limit of insurance under this Immediately send us copies of any policy and any endorsements attached thereto demands, notices, summonses or applies to any claim or "suit", the most we will pay legal papers received in connection under this policy and the endorsements is the with the claim or "suit"; single highest limit of liability of all coverages (2) Authorize us to obtain records and applicable to such claim or "suit". However, this other information; paragraph does not apply to the Medical Expenses (3) Cooperate with us in the investigation, 3.limit set forth in Paragraph above. settlement of the claim or defense The Limits of Insurance of this Coverage Part apply against the "suit"; and separately to each consecutive annual period and to (4) Assist us, upon our request, in theany remaining period of less than 12 months, starting enforcement of any right against anywith the beginning of the policy period shown in the person or organization that may beDeclarations, unless the policy period is extended liable to the insured because of injuryafter issuance for an additional period of less than 12 or damage to which this insurancemonths. In that case, the additional period will be may also apply.deemed part of the last preceding period for purposes d. Obligations At The Insured's Own Costof determining the Limits of Insurance.
No insured will, except at that insured's own
E. LIABILITY AND MEDICAL EXPENSES cost, voluntarily make a payment, assume GENERAL CONDITIONS any obligation, or incur any expense, other than for first aid, without our consent.1. Bankruptcy
e. Additional Insured's Other InsuranceBankruptcy or insolvency of the insured or of the insured's estate will not relieve us of our If we cover a claim or "suit" under this obligations under this Coverage Part. Coverage Part that may also be covered by other insurance available to an2. Duties In The Event Of Occurrence, additional insured, such additional insuredOffense, Claim Or Suit must submit such claim or "suit" to thea. Notice Of Occurrence Or Offense other insurer for defense and indemnity.
You or any additional insured must see to However, this provision does not apply toit that we are notified as soon as the extent that you have agreed in apracticable of an "occurrence" or an written contract, written agreement oroffense which may result in a claim. To permit that this insurance is primary andthe extent possible, notice should include: non-contributory with the additional (1) How, when and where the "occurrence" insured's own insurance. or offense took place; f. Knowledge Of An Occurrence, Offense, (2) The names and addresses of any Claim Or Suit
injured persons and witnesses; and a. b.Paragraphs and apply to you or to (3) The nature and location of any injury any additional insured only when such or damage arising out of the "occurrence", offense, claim or "suit" is "occurrence" or offense. known to:
b. Notice Of Claim (1) You or any additional insured that is an individual;If a claim is made or "suit" is brought
against any insured, you or any additional (2) Any partner, if you or an additional insured must: insured is a partnership;
(1) Immediately record the specifics of the (3) Any manager, if you or an additional claim or "suit" and the date received; insured is a limited liability company; and (4) Any "executive officer" or insurance
(2) Notify us as soon as practicable. manager, if you or an additional insured is a corporation;You or any additional insured must see to it that we receive a written notice of the (5) Any trustee, if you or an additional claim or "suit" as soon as practicable. insured is a trust; or c. Assistance And Cooperation Of The (6) Any elected or appointed official, if you Insured or an additional insured is a political
subdivision or public entity.You and any other involved insured must:
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f. (3)This Paragraph applies separately to We have issued this policy in reliance you and any additional insured. upon your representations.
3. Financial Responsibility Laws b. Unintentional Failure To Disclose Hazardsa. When this policy is certified as proof of
financial responsibility for the future under If unintentionally you should fail to disclose the provisions of any motor vehicle all hazards relating to the conduct of your financial responsibility law, the insurance business at the inception date of this provided by the policy for "bodily injury" Coverage Part, we shall not deny any liability and "property damage" liability will coverage under this Coverage Part comply with the provisions of the law to because of such failure. the extent of the coverage and limits of 7. Other Insurance insurance required by that law. If other valid and collectible insurance isb. With respect to "mobile equipment" to available for a loss we cover under thiswhich this insurance applies, we will Coverage Part, our obligations are limited asprovide any liability, uninsured motorists, follows:underinsured motorists, no-fault or other a. Primary Insurancecoverage required by any motor vehicle b.law. We will provide the required limits for This insurance is primary except when those coverages. below applies. If other insurance is also primary, we will share with all that other4. Legal Action Against Us c.insurance by the method described inNo person or organization has a right under below.this Coverage Form:
b. Excess Insurancea. To join us as a party or otherwise bring us This insurance is excess over any of theinto a "suit" asking for damages from an other insurance, whether primary, excess,insured; or
contingent or on any other basis:b. To sue us on this Coverage Form unless (1) Your Workall of its terms have been fully complied
with. That is Fire, Extended Coverage,
Builder's Risk, Installation Risk orA person or organization may sue us to recover similar coverage for "your work";on an agreed settlement or on a final judgment against an insured; but we will not be liable for (2) Premises Rented To You damages that are not payable under the terms of That is fire, lightning or explosionthis insurance or that are in excess of the insurance for premises rented to youapplicable limit of insurance. An agreed or temporarily occupied by you withsettlement means a settlement and release of permission of the owner;liability signed by us, the insured and the (3) Tenant Liabilityclaimant or the claimant's legal representative.
That is insurance purchased by you to5. Separation Of Insureds cover your liability as a tenant forExcept with respect to the Limits of Insurance, "property damage" to premises rentedand any rights or duties specifically assigned to you or temporarily occupied by youin this policy to the first Named Insured, this with permission of the owner;insurance applies:
(4) Aircraft, Auto Or Watercrafta. As if each Named Insured were the only If the loss arises out of the maintenanceNamed Insured; and or use of aircraft, "autos" or watercraft tob. Separately to each insured against whom g.the extent not subject to Exclusion ofa claim is made or "suit" is brought. A.Section – Coverages.
6. Representations (5) Property Damage To Borrowed
a. When You Accept This Policy Equipment Or Use Of Elevators By accepting this policy, you agree: If the loss arises out of "property damage" to borrowed equipment or(1) The statements in the Declarations the use of elevators to the extent notare accurate and complete; k. A.subject to Exclusion of Section –(2) Those statements are based upon Coverages.representations you made to us; and
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(6) When You Are Added As An When this insurance is excess over other Additional Insured To Other insurance, we will pay only our share of Insurance the amount of the loss, if any, that
exceeds the sum of:That is other insurance available to (1)you covering liability for damages The total amount that all such other arising out of the premises or insurance would pay for the loss in the operations, or products and completed absence of this insurance; and operations, for which you have been (2) The total of all deductible and self- added as an additional insured by that insured amounts under all that other insurance; or insurance.
(7) When You Add Others As An We will share the remaining loss, if any, with Additional Insured To This any other insurance that is not described in Insurance this Excess Insurance provision and was not
That is other insurance available to an bought specifically to apply in excess of the additional insured. Limits of Insurance shown in the
Declarations of this Coverage Part.However, the following provisions c. Method Of Sharingapply to other insurance available to any person or organization who is an If all the other insurance permits additional insured under this Coverage contribution by equal shares, we will follow Part: this method also. Under this approach,
(a) Primary Insurance When each insurer contributes equal amounts Required By Contract until it has paid its applicable limit of insurance or none of the loss remains,This insurance is primary if you whichever comes first.have agreed in a written contract, written agreement or permit that If any of the other insurance does not permit this insurance be primary. If other contribution by equal shares, we will insurance is also primary, we will contribute by limits. Under this method, each share with all that other insurance insurer’s share is based on the ratio of its c.by the method described in applicable limit of insurance to the total below. applicable limits of insurance of all insurers.
(b) Primary And Non-Contributory 8. Transfer Of Rights Of Recovery Against To Other Insurance When Others To Us
Required By Contract a. Transfer Of Rights Of Recovery
If you have agreed in a written If the insured has rights to recover all or contract, written agreement or part of any payment, including permit that this insurance is Supplementary Payments, we have made primary and non-contributory with under this Coverage Part, those rights are the additional insured's own transferred to us. The insured must do insurance, this insurance is nothing after loss to impair them. At our primary and we will not seek request, the insured will bring "suit" or contribution from that other transfer those rights to us and help us insurance. enforce them. This condition does not
(a) (b)Paragraphs and do not apply to apply to Medical Expenses Coverage. other insurance to which the additional b. Waiver Of Rights Of Recovery (Waiver insured has been added as an Of Subrogation)
additional insured. If the insured has waived any rights of When this insurance is excess, we will recovery against any person or have no duty under this Coverage Part to organization for all or part of any payment, defend the insured against any "suit" if any including Supplementary Payments, we other insurer has a duty to defend the have made under this Coverage Part, we insured against that "suit". If no other also waive that right, provided the insured insurer defends, we will undertake to do waived their rights of recovery against so, but we will be entitled to the insured's such person or organization in a contract, rights against all those other insurers. agreement or permit that was executed prior to the injury or damage.
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COMMERCIAL AUTOMOBILEHA99 160312THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY.COMMERCIAL AUTOMOBILE BROAD FORM ENDORSEMENTThisendorsement modifiesinsuranceprovidedunder the following:BUSINESS AUTOCOVERAGE FORMTotheextentthattheprovisionsofthisendorsementprovidebroaderbenefitstothe"insured"thanotherprovisionsoftheCoverage Form, the provisionsofthis endorsementapply.1.BROAD FORM INSURED d.Any"employee"ofyourswhileusingacovered"auto"youdon'town,hireor A.SubsidiariesandNewlyAcquiredor borrowinyourbusinessoryourFormed Organizations personal affairs.TheNamedInsuredshowninthe C.Lessorsas InsuredsDeclarations is amended to include: ParagraphA.1.-WHOISANINSURED-of (1)Anylegalbusinessentityotherthana SectionII-LiabilityCoverageisamendedtopartnershiporjointventure,formedasa add:subsidiaryinwhichyouhaveanownershipinterestofmorethan50%on e.Thelessorofacovered"auto"whilethe theeffectivedateoftheCoverage Form. "auto"isleasedtoyouunderawritten However,theNamedInsureddoesnot agreementif:includeanysubsidiarythatisan (1)Theagreementrequiresyouto"insured"underanyotherautomobile providedirectprimaryinsurancefor policyorwouldbean"insured"under the lessor andsuchapolicybutforitsterminationor (2)The "auto"isleasedwithouta driver.the exhaustionofits LimitofInsurance.Suchaleased"auto"willbeconsidereda (2)Anyorganizationthatisacquiredor covered"auto"youownandnotacovered formedbyyouandoverwhichyou "auto"you hire.maintainmajorityownership.However,theNamedInsured doesnot include any D.AdditionalInsuredifRequiredbyContractnewly formedor acquired organization: (1)ParagraphA.1.-WHOISANINSURED(a)Thatisapartnershiporjoint -ofSectionII-LiabilityCoverageisventure, amended to add:(b)Thatisan"insured"underanyother f.Whenyouhaveagreed,inawrittenpolicy, contractorwrittenagreement,thata (c)ThathasexhausteditsLimitof personororganizationbeaddedasInsurance underany other policy, or anadditionalinsuredonyourbusiness auto policy, such personor (d)180daysormoreafterits organization is an "insured", but only acquisitionorformationbyyou, totheextentsuchpersonorunlessyouhavegivenusnoticeof organizationisliablefor"bodilythe acquisitionor formation. injury"or"propertydamage"causedCoveragedoesnotapplyto"bodily by the conduct of an"insured" under injury"or"propertydamage"thatresults paragraphsa.orb.ofWhoIsAnfroman"accident"thatoccurredbefore Insuredwithregardtotheyouformed oracquiredtheorganization. ownership,maintenanceoruseofa B.Employees asInsureds covered"auto."ParagraphA.1.-WHOISANINSURED-of SECTIONII-LIABILITYCOVERAGEis amended to add:© 2011, The Hartford(Includes copyrightedmaterialFormHA 9916 0312 Page 1of5of ISOProperties,Inc.,with itspermission.) 57UEGBC2987
DocuSign Envelope ID: 6E067743-EA6B-4AE1-BEA9-673AAD7A15E5225 E.PrimaryandNon-ContributoryifTheinsuranceaffordedtoanysuch RequiredbyContractadditionalinsuredappliesonlyifthe"bodilyinjury"or"propertydamage" Onlywithrespecttoinsuranceprovidedtooccurs: anadditionalinsuredin1.D.-Additional(1)During the policyperiod, and InsuredIfRequiredbyContract,the followingprovisions apply:(2)Subsequenttothe execution of suchwritten contract, and (3)PrimaryInsuranceWhenRequiredByContract(3)Priortotheexpirationoftheperiod oftimethatthewrittencontract Thisinsuranceisprimaryifyouhaverequiressuchinsurancebe provided agreedinawrittencontractorwrittento the additionalinsured. agreementthatthisinsurancebeprimary.Ifotherinsuranceisalso (2)HowLimits Apply primary,wewillsharewithallthatotherIfyouhaveagreedinawrittencontract insurancebythemethoddescribedinorwrittenagreementthatanother OtherInsurance5.d.personororganizationbeaddedasan (4)PrimaryAndNon-ContributoryToOtheradditionalinsuredonyourpolicy,the Insurance When Required ByContractmostwewillpayonbehalfofsuchadditionalinsuredisthelesserof: Ifyouhaveagreedinawrittencontractorwrittenagreementthatthisinsurance(a)Thelimitsofinsurancespecifiedin isprimaryandnon-contributorywiththe thewrittencontractorwritten additionalinsured'sowninsurance,this agreement; or insuranceisprimaryandwewillnot(b)TheLimitsofInsuranceshownin seekcontributionfromthatotherthe Declarations. insurance.Suchamountshallbeapartofandnot (3)(4)Paragraphsanddonotapplytoother inadditiontoLimitsofInsuranceshown insurancetowhichtheadditionalinsuredintheDeclarationsanddescribedinthis hasbeen addedas anadditional insured.Section. Whenthisinsuranceisexcess,wewillhaveno (3)AdditionalInsuredsOther Insurancedutytodefendtheinsuredagainstany"suit"if Ifwecoveraclaimor"suit"underthis anyotherinsurerhasadutytodefendtheCoveragePartthat may also becoveredinsuredagainstthat"suit".Ifnootherinsurerbyotherinsuranceavailabletoan defends,wewillundertaketodoso,butwewilladditionalinsured,suchadditionalbeentitledtotheinsured'srightsagainstallinsuredmustsubmitsuchclaimor"suit" those other insurers. totheotherinsurerfordefenseandWhenthisinsuranceisexcessoverotherindemnity. insurance,wewillpayonlyourshareofthe However,thisprovisiondoesnotapplyamountoftheloss,ifany,thatexceedsthesumtotheextentthatyouhaveagreedina of:writtencontractorwrittenagreement (1)Thetotalamountthatallsuchotherthatthisinsuranceisprimaryandnon- insurancewouldpayforthelossinthecontributorywiththeadditionalinsured'sabsenceofthisinsurance; andowninsurance. (2)Thetotalofalldeductibleandself-insured (4)DutiesinTheEventOfAccident,Claim, amountsunder allthat other insurance.Suitor Loss Wewillsharetheremainingloss,ifany,bythe Ifyouhaveagreedinawrittencontractmethoddescribed in OtherInsurance5.d.orwrittenagreementthatanother 2.AUTOSRENTEDBY EMPLOYEESpersonororganizationbeaddedasan additionalinsuredonyourpolicy,the Any"auto"hiredorrentedbyyour"employee"additionalinsuredshallberequiredto onyourbehalfandatyourdirectionwillbecomplywiththeprovisionsinLOSS considered an"auto"you hire.CONDITIONS2.-DUTIESINTHEThe OTHER INSURANCEConditionisamendedEVENTOFACCIDENT,CLAIM,SUIT byaddingthefollowing:ORLOSS–OFSECTIONIV–BUSINESSAUTOCONDITIONS,inthesame manner astheNamedInsured.© 2011, The Hartford(Includes copyrightedmaterialFormHA 9916 0312 Page 2of5of ISOProperties,Inc.,with itspermission.) DocuSign Envelope ID: 6E067743-EA6B-4AE1-BEA9-673AAD7A15E5226 5PHYSICALDAMAGE- ADDITIONALIfan"employee’s"personalinsurancealso .TEMPORARYTRANSPORTATIONEXPENSE appliesonanexcessbasistoacovered"auto" COVERAGEhiredorrentedbyyour"employee"onyourbehalfandatyourdirection,thisinsurancewill ParagraphA.4.a.ofSECTIONIII-PHYSICAL beprimarytothe"employee’s"personalDAMAGECOVERAGEisamendedtoprovideainsurance. limitof$50perdayandamaximumlimitof3.AMENDED FELLOW EMPLOYEEEXCLUSION $1,000.6.LOAN/LEASE GAP COVERAGEEXCLUSION5.-FELLOWEMPLOYEE-of SECTIONII-LIABILITYCOVERAGEdoesnot UnderSECTIONIII-PHYSICALDAMAGE applyifyouhaveworkers'compensation COVERAGE,intheeventofatotal"loss"toa insurancein-forcecoveringall ofyour covered"auto",wewillpayyouradditionallegal "employees". obligationforanydifferencebetweentheactualCoverageisexcessoveranyothercollectible cashvalueofthe"auto"atthetimeofthe"loss"insurance. andthe"outstanding balance"oftheloan/lease.4.HIREDAUTOPHYSICALDAMAGECOVERAGE "Outstandingbalance"meanstheamountyou oweontheloan/leaseatthetimeof"loss"less Ifhired"autos"arecovered"autos"forLiability anyamountsrepresentingtaxes;overdueCoverageandifComprehensive,Specified payments;penalties,interestorchargesCausesofLoss,orCollisioncoveragesare resultingfromoverduepayments;additionalprovidedunderthisCoverageFormforanymileagecharges;excess wearand tear charges;"auto"youown,thenthePhysicalDamage leaseterminationfees;securitydepositsnot Coveragesprovidedareextendedto"autos" you returnedbythelessor;costsforextendedhire orborrow,subject to the followinglimit. warranties,creditlifeInsurance,health,accidentThemostwewillpayfor"loss"toanyhired or disability insurancepurchased withtheloanor "auto"is: lease;andcarry-overbalancesfromprevious(1)$100,000; loans orleases.(2)Theactualcashvalueofthedamagedor 7.AIRBAGCOVERAGEstolenpropertyatthetimeofthe"loss"; or UnderParagraphB.EXCLUSIONS-of (3)Thecostofrepairingorreplacingthe SECTIONIII - PHYSICALDAMAGE damaged orstolen property, COVERAGE, the followingisadded:whicheverissmallest,minusadeductible.The Theexclusionrelatingtomechanicalbreakdowndeductiblewillbeequaltothelargestdeductible doesnotapplytotheaccidentaldischargeofanapplicabletoanyowned"auto"forthat airbag.coverage. No deductibleapplies to "loss"caused 8.ELECTRONICEQUIPMENT-BROADENEDby fireor lightning. Hired Auto Physical DamageCOVERAGEcoverageisexcessoveranyothercollectible a.TheexceptionstoParagraphsB.4-insurance.Subjecttotheabove limit,deductible EXCLUSIONS-ofSECTIONIII-PHYSICAL andexcessprovisions,wewillprovidecoverageDAMAGECOVERAGEarereplacedbythe equaltothe broadest coverage applicable to anyfollowing:covered"auto"you own. 4.c.4.d.Exclusionsanddonotapplyto Wewillalsocoverlossofuseofthehired "auto" equipmentdesignedtobeoperatedsolelyifitresultsfroman"accident",youarelegally byuseofthepowerfromthe"auto's"liableandthelessorincursanactualfinancial electricalsystemthat,atthetimeof"loss", loss,subjecttoamaximumof$1000per is:"accident". (1)Permanentlyinstalledinorupon Thisextensionofcoveragedoesnotapplyto the covered"auto";any"auto"youhireorborrowfromanyofyour"employees",partners(ifyouareapartnership), (2)Removablefromahousingunitmembers(ifyouarealimitedliabilitycompany), whichispermanentlyinstalledinormembers of theirhouseholds. orupon the covered"auto"; (3)Anintegralpartofthesameunit housinganyelectronic equipmentdescribedinParagraphs(1)and (2)above;or © 2011, The Hartford(Includes copyrightedmaterialFormHA 99160312 Page 3of 5of ISOProperties,Inc.,with itspermission.) DocuSign Envelope ID: 6E067743-EA6B-4AE1-BEA9-673AAD7A15E5227 (4)Necessaryforthenormal IfanotherHartfordFinancialServicesGroup,operation of the covered"auto"or Inc.companypolicyorcoverageformthatisnotthemonitoringofthecoveredan automobilepolicy orcoverage form applies to"auto's"operating system. the same "accident", the followingapplies:b.SectionIII–VersionCA00010310ofthe (1)IfthedeductibleunderthisBusinessAuto BusinessAutoCoverageForm,Physical CoverageFormisthesmaller(orsmallest)DamageCoverage,LimitofInsurance,deductible,it will bewaived;ParagraphC.2andVersionCA00011001of (2)IfthedeductibleunderthisBusinessAutotheBusinessAutoCoverageForm,Physical CoverageFormisnotthesmaller(orDamageCoverage,LimitofInsurance, smallest)deductible,itwillbereducedbyParagraphCareeachamendedtoaddthe theamountofthesmaller(orsmallest)following: deductible.$1,500isthemostwewillpayfor"loss"in 12.AMENDEDDUTIESINTHEEVENTOF anyone"accident"toallelectronicACCIDENT, CLAIM,SUIT OR LOSSequipment(otherthanequipmentdesigned TherequirementinLOSSCONDITIONS2.a.-solelyforthereproductionofsound,andDUTIES IN THE EVENT OF ACCIDENT,CLAIM,accessoriesusedwithsuchequipment)SUITORLOSS-ofSECTIONIV-BUSINESSthatreproduces,receivesortransmits AUTOCONDITIONSthatyoumustnotifyusof audio,visualordatasignalswhich,atthe an"accident"applies only whenthe"accident" istime of "loss", is: knownto:(1)Permanentlyinstalledinorupon(1)You, ifyou arean individual;thecovered"auto"inahousing, (2)Apartner, ifyou area partnership;openingorotherlocationthat is notnormallyusedbythe"auto" (3)Amember,ifyouarealimitedliabilitymanufacturerfortheinstallationof company;orsuchequipment; (4)An executive officer or insurancemanager, if(2)Removablefromapermanently youare acorporation.installedhousingunitasdescribed13.UNINTENTIONALFAILURETODISCLOSE inParagraph2.a.aboveorisan HAZARDSintegral part of thatequipment; or Ifyouunintentionallyfailtodisclose anyhazards(3)Anintegralpartofsuch equipment. existingattheinceptiondateofyourpolicy,wec.Foreachcovered"auto",shouldlossbelimited willnotdenycoverageunderthisCoveragetoelectronicequipmentonly,ourobligationto Formbecause of suchfailure.payfor,repair,returnorreplacedamagedor 14.HIRED AUTO-COVERAGE TERRITORYstolenelectronicequipmentwillbereducedby Paragraphe.ofGENERALCONDITIONS7.-theapplicabledeductibleshowninthe POLICYPERIOD,COVERAGETERRITORY-Declarations,or$250,whicheverdeductibleis ofSECTIONIV-BUSINESSAUTO less. CONDITIONS is replaced bythefollowing:9.EXTRAEXPENSE- BROADENEDe.Forshort-termhired"autos",thecoverageCOVERAGE territorywithrespecttoLiabilityCoverageisUnderParagraphA.- COVERAGE -of SECTION anywhereintheworldprovidedthatiftheIII-PHYSICALDAMAGECOVERAGE,wewill "insured's"responsibilitytopaydamagesfor payfortheexpenseofreturningastolencovered "bodilyinjury"or"propertydamage"is "auto"toyou. determinedina "suit," the "suit" is brought in 10.GLASSREPAIR-WAIVER OFDEDUCTIBLE theUnitedStatesofAmerica,theterritoriesandpossessionsoftheUnitedStatesofUnderParagraphD.-DEDUCTIBLE-ofSECTION America,PuertoRicoorCanadaorina III-PHYSICALDAMAGECOVERAGE,the settlement weagree to.followingisadded: 15.WAIVEROF SUBROGATIONNodeductibleappliestoglassdamageiftheglass is repaired rather than replaced. TRANSFEROFRIGHTSOFRECOVERYAGAINSTOTHERSTOUS-ofSECTIONIV-11.TWO OR MOREDEDUCTIBLES BUSINESSAUTOCONDITIONSisamendedbyUnderParagraphD.-DEDUCTIBLE-ofSECTION adding the following:III-PHYSICALDAMAGECOVERAGE,thefollowingisadded: © 2011, The Hartford(Includes copyrightedmaterialFormHA 9916 0312 Page 4of 5of ISOProperties,Inc.,with itspermission.) DocuSign Envelope ID: 6E067743-EA6B-4AE1-BEA9-673AAD7A15E5228 Wewaiveanyrightofrecoverywemayhave c.Regardlessofthenumberofautosdeemedaagainstanypersonororganizationwithwhomtotalloss,themostwewillpayunderthisyouhaveawrittencontractthatrequiressuch Hybrid,Electric,orNaturalGasVehiclewaiverbecauseofpaymentswemakefor PaymentCoverageprovisionforanyone damages underthis CoverageForm. "loss"is$10,000.16.RESULTANT MENTAL ANGUISH COVERAGE Forthepurposes of the coverageprovision, Thedefinitionof"bodilyinjury"inSECTIONV- a.A"non-hybrid"autoisdefinedasanautothat DEFINITIONS is replaced bythefollowing: usesonlyaninternalcombustionenginetomovetheautobutdoesnotincludeautos"Bodilyinjury"meansbodilyinjury,sicknessor poweredsolelyby electricityor naturalgas.diseasesustainedbyanyperson,includingmentalanguishordeathresultingfromanyof b.A"hybrid"autoisdefinedasanautowithan these. internalcombustionengineandoneormore electricmotors;andthatusestheinternal17.EXTENDED CANCELLATIONCONDITION combustionengineandoneormoreelectric Paragraph2.oftheCOMMONPOLICY motorstomovetheauto,ortheinternal CONDITIONS-CANCELLATION-applies combustionenginetochargeoneormore except asfollows: electric motors, which move the auto.Ifwecancelforanyreasonotherthan19.VEHICLEWRAPCOVERAGEnonpaymentofpremium,wewillmailordeliver Intheeventofatotallosstoan"auto"forwhichtothefirstNamedInsuredwrittennoticeof Comprehensive,SpecifiedCausesofLoss,orcancellationatleast60daysbeforetheeffective Collisioncoveragesareprovidedunderthisdate of cancellation. CoverageForm,thensuchPhysicalDamage18.HYBRID,ELECTRIC,ORNATURALGAS Coveragesare amended to addthefollowing:VEHICLEPAYMENTCOVERAGE Inadditiontotheactualcashvalue of the "auto", Intheeventofatotallosstoa"non-hybrid"auto wewillpayupto$1,000forvinylvehiclewraps forwhichComprehensive,SpecifiedCausesof whicharedisplayedonthecovered"auto"attheLoss,orCollisioncoveragesareprovidedundertimeoftotalloss.RegardlessofthenumberofthisCoverageForm,thensuchPhysical autosdeemedatotalloss,themostwewillpay Damage Coveragesare amended asfollows: underthisVehicleWrapCoverageprovisionfor a.Iftheautoisreplacedwitha"hybrid"autoor anyone"loss"is$5,000.Forpurposesofthis an auto poweredsolely byelectricity ornaturalcoverageprovision,signsorothergraphicsgas,wewillpayanadditional10%,toa paintedormagneticallyaffixedtothevehiclearemaximumof$2,500,ofthe"non-hybrid"auto’snot considered vehiclewraps.actualcashvalueorreplacementcost, whichever is less,b.Theautomust bereplacedand acopy of abill of sale or new lease agreement received byus within 60calendardays of the date of "loss," © 2011, The Hartford(Includes copyrightedmaterialFormHA 9916 0312 Page 5of 5of ISOProperties,Inc.,with itspermission.) DocuSign Envelope ID: 6E067743-EA6B-4AE1-BEA9-673AAD7A15E5229 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY.
Countersigned by
Authorized Representative
(1) Printed in U.S.A.Form WC 04 03 06
Policy Expiration Date:
WAIVER OF OUR RIGHT TO RECOVER FROM
OTHERS ENDORSEMENT - CALIFORNIA
Endorsement Number:Policy Number:
Effective Date: Effective hour is the same as stated on the Information Page of the policy.
Named Insured and Address:
We have the right to recover our payments from anyone liable for an injury covered by this policy. We will not enforce our right against the person or organization named in the Schedule. (This agreement applies only to the extent that you perform work under a written contract that requires you to obtain this agreement from us.) You must maintain payroll records accurately segregating the remuneration of your employees while engaged in the work described in the Schedule.
The additional premium for this endorsement shall be 2 % 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
57WEGAL1BZF
03/31/2023
CSW/Stuber-StroehEngineeringGroupInc
504RedwoodBlvd.,Suite310
Novato,CA94947
03/31/2024
DocuSign Envelope ID: 6E067743-EA6B-4AE1-BEA9-673AAD7A15E5 230
QUICK REFERENCEBUSINESS LIABILITY COVERAGE FORMREAD YOUR POLICY CAREFULLY BUSINESS LIABILITY COVERAGE FORMBeginning onPageA.COVERAGES 1 1Business Liability 2Medical Expenses 2CoverageExtension -SupplementaryPaymentsB.EXCLUSIONS 3C.WHO IS AN INSURED 10D.LIABILITY AND MEDICAL EXPENSESLIMITS OF INSURANCE 14E.LIABILITY AND MEDICAL EXPENSES GENERAL CONDITIONS151. 15Bankruptcy2. 15DutiesInTheEventOf Occurrence,Offense,ClaimOrSuit3. 16FinancialResponsibilityLaws4. 16Legal ActionAgainst Us5. 16SeparationOf Insureds6. 16Representations7. 16OtherInsurance8. 17TransferOf RightsOf RecoveryAgainst OthersToUsF.OPTIONAL ADDITIONAL INSURED COVERAGES 18 18AdditionalInsuredsG.LIABILITY AND MEDICAL EXPENSES DEFINITIONS 20 FormSS 0008 0405
57SBWBO0500
DocuSign Envelope ID: 6E067743-EA6B-4AE1-BEA9-673AAD7A15E5 231
ABCDEFGHIJ
BUSINESS LIABILITY COVERAGE FORM
Various provisions in this policy restrict coverage. Read the entire policy carefully to determine rights, duties and what is and is not covered.
Throughout this policy the words "you" and "your" refer to the Named Insured shown in the Declarations. The words "we", "us" and "our" refer to the stock insurance company member of The Hartford providing this insurance.
CThe word "insured" means any person or organization qualifying as such under Section . - Who Is An Insured.
GOther words and phrases that appear in quotation marks have special meaning. Refer to Section . - Liability And Medical Expenses Definitions.
(a) The "bodily injury" or "property A. COVERAGES
damage" is caused by an 1. BUSINESS LIABILITY COVERAGE (BODILY "occurrence" that takes place in the I NJURY, PROPERTY DAMAGE, PERSONAL "coverage territory";AND ADVERTISING INJURY) (b) The "bodily injury" or "propertyInsuring Agreement damage" occurs during the policy a. We will pay those sums that the insured period; and
becom
es legally obligated to pay as (c) Prior to the policy period, no insureddamages because of "bodily injury", 1.listed under Paragraph of Section"property damage" or "personal and C. – Who Is An Insured and noadvertising injury" to which this insurance "employee" authorized by you to giveappl ies. We will have the right and duty to or receive notice of an "occurrence"def end the insured against any "suit" or claim, knew that the "bodily injury"s eeking those damages. However, we will or "property damage" had occurred,have no duty to defend the insured against in whole or in part. If such a listedany "suit" seeking damages for "bodily insured or authorized "employee"i njury", "property damage" or "personal and knew, prior to the policy period, thatadv ertising injury" to which this insurance the "bodily injury" or "propertydoes not apply. damage" occurred, then any We may, at our discretion, investigate any continuation, change or resumption "occurrence"
or offense and settle any claim of such "bodily injury" or "property or "suit" that may result. But: damage" during or after the policy period will be deemed to have been(1) The amount we will pay for damages is known prior to the policy period.D.limited as described in Section - (2) To "personal and advertising injury" Liability And Medical Expenses Limits caused by an offense arising out of your Of Insurance; and business, but only if the offense was(2) Our right and duty to defend ends when committed in the "coverage territory" we have used up the applicable limit of during the policy period.insurance in the payment of judgments, c. "Bodily injury" or "property damage" will besettlements or medical expenses to which deem
ed to have been known to havethis insurance applies.
occurred
at the earliest time when anyNo other obligation or liability to pay sums or
1.i
nsured listed under Paragraph of Sectionperform acts or services is covered unless C. –
Who Is An Insured or any "employee"explicitly provided for under Coverage aut
horized by you to give or receive noticeExtension - Supplementary Payments. of an "occurrence" or claim:b. This insurance applies:
(1) Reports all, or any part, of the "bodily (1) To "bodily injury" and "property injury" or "property damage" to us or damage" only if: any other insurer; Form SS 00 08 04 05 Page 1 of 24
© 2005, The Hartford
DocuSign Envelope ID: 6E067743-EA6B-4AE1-BEA9-673AAD7A15E5232 BUSINESS LIABILITYCOVERAGE FORM(2) b.Receivesawrittenorverbaldemandor Wewillmakethesepaymentsregardlessof claimfordamagesbecauseofthe"bodily fault.Thesepaymentswillnotexceedthe injury"or"propertydamage";or applicablelimitofinsurance.Wewillpay reasonable expensesfor:(3)Becomesawarebyanyothermeansthat (1)"bodilyinjury"or"propertydamage"has Firstaidadministeredatthetimeofan occurredorhasbeguntooccur. accident;d. (2)Damagesbecauseof"bodilyinjury"include Necessarymedical,surgical,x-rayanddamagesclaimedbyanypersonor dentalservices,includingprosthetic organizationforcare,lossofservicesor devices;anddeathresultingatanytimefromthe"bodily (3)Necessaryambulance,hospital, injury". professionalnursingandfuneral e.IncidentalMedical Malpractice services.(1)"Bodilyinjury"arisingoutofthe 3.COVERAGEEXTENSION-renderingoforfailuretorender SUPPLEMENTARY PAYMENTSprofessionalhealthcareservicesasa a.Wewillpay,withrespecttoanyclaimor physician,dentist,nurse,emergency "suit"weinvestigateorsettle,orany"suit" medicaltechnicianorparamedicshall againstan insured wedefend:bedeemedtobecausedbyan (1)Allexpenses weincur."occurrence", but only if: (2)Upto$1,000forthecostofbailbonds (a)Thephysician,dentist,nurse, requiredbecauseofaccidentsortraffic emergencymedicaltechnicianor lawviolationsarisingoutoftheuseof paramedicisemployedbyyouto anyvehicletowhichBusinessLiability provide suchservices; and Coveragefor"bodily injury"applies. We (b)Youarenotengagedinthe donothave to furnishthesebonds.businessoroccupationofproviding (3)Thecostofappealbondsorbondsto suchservices. releaseattachments,butonlyforbond (2)Forthepurposeofdeterminingthe amountswithintheapplicablelimitof limitsofinsurancefor incidentalmedical insurance.Wedonothavetofurnish malpractice,anyactoromission these bonds.togetherwithallrelatedactsor (4)All reasonable expenses incurred by the omissionsinthefurnishingofthese insuredatour request to assist us in the servicestoanyonepersonwillbe investigationordefenseoftheclaimor considered one"occurrence"."suit",includingactuallossofearnings 2.MEDICAL EXPENSES upto$500adaybecauseoftimeoff InsuringAgreement fromwork.a.Wewillpaymedicalexpensesasdescribed (5)Allcoststaxedagainsttheinsuredin belowfor"bodilyinjury"causedbyan the "suit".accident: (6)Prejudgmentinterestawardedagainst (1)On premisesyou ownor rent; theinsuredonthatpartofthejudgment wepay.Ifwemakeanoffertopaythe (2)Onwaysnexttopremisesyouownor applicablelimitofinsurance,wewillnot rent;or payanyprejudgmentinterestbasedon (3)Becauseofyour operations; that period of time aftertheoffer.provided that: (7)Allinterestonthefullamountofany (1)Theaccidenttakesplaceinthe judgmentthataccruesafterentryofthe "coverageterritory"andduringthe judgmentandbeforewehavepaid, policyperiod; offeredtopay,ordepositedincourtthe partofthejudgmentthatiswithinthe (2)The expenses are incurredand reported applicable limit of insurance.touswithinthreeyearsofthedateof the accident; and (1) (7)Anyamountspaidunderthroughabovewillnotreduce the limits of insurance.(3)Theinjuredpersonsubmitsto examination,atourexpense,byphysiciansofourchoiceasoftenaswe reasonably require.Page 2of24 FormSS 0008 0405 DocuSign Envelope ID: 6E067743-EA6B-4AE1-BEA9-673AAD7A15E5233 BUSINESS LIABILITYCOVERAGE FORMb.Ifwedefendaninsuredagainsta"suit" Solongastheaboveconditionsaremet,andanindemniteeoftheinsuredisalso attorneys'feesincurredbyusinthenamedasapartytothe"suit",wewill defenseofthatindemnitee,necessarydefendthatindemniteeifallofthe litigationexpensesincurredbyusandfollowingconditionsare met: necessarylitigationexpensesincurredbytheindemniteeatourrequestwillbe(1)The"suit"againsttheindemnitee paidasSupplementaryPayments.seeksdamagesforwhichtheinsured hasassumedtheliabilityofthe Notwithstandingtheprovisionsof 1.b.(b) B.indemniteeinacontractoragreement ParagraphofSection–thatisan "insured contract"; Exclusions,suchpaymentswillnotbe deemedtobedamagesfor"bodily (2)Thisinsuranceappliestosuchliability injury"and"propertydamage"andwill assumed bytheinsured; not reducetheLimits of Insurance.(3)Theobligation to defend, or the cost of Ourobligationtodefendaninsured's thedefenseof,thatindemnitee,has indemniteeandtopayforattorneys'fees alsobeenassumedbytheinsuredin andnecessarylitigationexpensesas the same "insured contract"; Supplementary Paymentsends when:(4)Theallegationsinthe"suit"andthe (1)Wehaveuseduptheapplicablelimit informationweknowaboutthe ofinsuranceinthepaymentof "occurrence"aresuchthatnoconflict judgments orsettlements; orappearstoexistbetweentheinterests (2)oftheinsuredandtheinterestofthe Theconditionssetforthabove,ortheindemnitee; termsoftheagreementdescribedin(6)Paragraphabove,arenolongermet.(5)Theindemniteeandtheinsuredask ustoconductandcontrolthedefense B.EXCLUSIONSofthatindemniteeagainstsuch"suit" 1.ApplicableTo Business LiabilityCoverageandagreethatwecanassignthe Thisinsurancedoes not apply to:samecounseltodefendtheinsured andtheindemnitee;and a.ExpectedOrIntendedInjury(6)The indemnitee: (1)"Bodilyinjury"or"propertydamage" expectedorintendedfromthe (a)Agreesinwritingto: standpointoftheinsured.This (i)Cooperatewithusinthe exclusiondoesnotapplyto"bodily investigation,settlementor injury"or"propertydamage"resulting defense of the "suit"; fromtheuseofreasonableforceto (ii)Immediately sendus copies of protectpersons orproperty; oranydemands, notices, (2)"Personalandadvertisinginjury"arisingsummonsesorlegalpapers outofanoffensecommittedby,atthereceivedinconnectionwith directionoforwiththeconsentorthe "suit"; acquiescenceoftheinsuredwiththe(iii)Notify any otherinsurerwhose expectationofinflicting"personalandcoverageisavailabletothe advertisinginjury".indemnitee; and b.ContractualLiability(iv)Cooperatewithuswith (1)"Bodilyinjury"or"propertydamage";orrespecttocoordinatingother (2)"Personal andadvertisinginjury"applicableinsuranceavailable to the indemnitee; and forwhichtheinsuredisobligatedtopay damagesbyreasonoftheassumptionof(b)Providesuswithwritten liabilityina contractor agreement.authorizationto: Thisexclusiondoesnotapplytoliability (i)Obtainrecordsandother for damages becauseof:informationrelatedtothe "suit"; and (a)"Bodilyinjury","propertydamage"or"personalandadvertisinginjury"that(ii)Conductandcontrolthe theinsuredwouldhaveinthedefenseoftheindemniteein absenceofthecontractorsuch"suit". agreement;orFormSS 0008 0405 Page 3of24 DocuSign Envelope ID: 6E067743-EA6B-4AE1-BEA9-673AAD7A15E5234 BUSINESS LIABILITYCOVERAGE FORM(b) (b)"Bodilyinjury"or"propertydamage" Performingdutiesrelatedtotheassumed in a contract oragreement conductoftheinsured’sbusiness,orthatisan"insuredcontract", (2)Thespouse,child,parent,brotheror providedthe"bodilyinjury"or sisterofthat"employee"asa "property damage" occurs (1)consequenceofabove.subsequenttotheexecutionofthe Thisexclusion applies:contractoragreement.Solelyfor (1)Whethertheinsuredmaybeliableas thepurposeofliabilityassumedin anemployerorinanyothercapacity; an"insuredcontract",reasonable andattorneys'feesandnecessarylitigation expenses incurred by or for (2)Toanyobligationtosharedamages apartyotherthananinsuredare withorrepaysomeoneelsewhomustdeemedtobedamagesbecauseof paydamagesbecause of the injury."bodilyinjury"or"propertydamage" Thisexclusiondoesnotapplytoliability provided: assumedbytheinsuredunderan"insured (i)Liabilitytosuchpartyfor,orfor contract".thecostof,thatparty’sdefense f.Pollutionhasalsobeenassumedinthe (1)"Bodilyinjury","propertydamage"or same"insuredcontract",and "personalandadvertisinginjury" (ii)Suchattorneys'feesand arisingoutoftheactual,allegedor litigationexpensesarefor threateneddischarge,dispersal, defenseofthat party against a seepage,migration,releaseorescape civiloralternativedispute of "pollutants":resolutionproceedinginwhich (a)Atorfromanypremises,siteor damagestowhichthis locationwhichisorwasatanyinsurance appliesare alleged. timeownedoroccupiedby,or c.Liquor Liability rentedorloanedtoanyinsured. "Bodilyinjury"or"propertydamage"for However,thissubparagraphdoes whichanyinsuredmaybeheldliableby not apply to:reasonof: (i)"Bodilyinjury"ifsustainedwithin(1)Causingorcontributingtothe abuildingandcausedbyintoxicationofany person; smoke,fumes,vapororsootproducedbyororiginatingfrom(2)Thefurnishingofalcoholicbeveragesto equipmentthatisusedtoheat,apersonunderthelegaldrinkingageor coolordehumidifythebuilding,undertheinfluenceofalcohol;or orequipmentthatisusedto(3)Anystatute,ordinanceorregulation heatwaterforpersonaluse,byrelatingtothesale,gift,distributionor thebuilding'soccupantsortheiruseofalcoholicbeverages. guests;Thisexclusionappliesonlyifyouareinthe (ii)"Bodilyinjury"or"propertybusinessofmanufacturing,distributing, damage"forwhichyoumaybeselling,servingorfurnishingalcoholic heldliable,ifyouareabeverages. contractorandtheownerord.Workers'CompensationAndSimilar lesseeofsuchpremises,site orLaws location hasbeenaddedtoyourAnyobligationoftheinsuredundera policyasanadditionalinsuredworkers'compensation,disabilitybenefits withrespecttoyourongoingorunemploymentcompensationlawor operationsperformedforthatanysimilar law. additional insuredatthatpremises,siteorlocationande.Employer’sLiability suchpremises,siteorlocation"Bodilyinjury" to: isnotandneverwasownedor(1)An"employee"oftheinsuredarising occupiedby,orrentedorout of andinthecourse of: loanedto,anyinsured,other(a)Employmentby the insured;or thanthatadditionalinsured;or
DocuSign Envelope ID: 6E067743-EA6B-4AE1-BEA9-673AAD7A15E5235 BUSINESS LIABILITYCOVERAGE FORM(iii)"Bodilyinjury"or"property releasedaspartofthe damage"arisingoutofheat, operationsbeingperformed smokeorfumesfroma bysuchinsured,contractoror "hostile fire"; subcontractor;(b) (ii)Atorfromanypremises,siteor "Bodilyinjury"or"propertylocationwhichisorwasatany damage"sustainedwithinatimeusedbyorforanyinsuredor buildingandcausedbytheothersforthehandling,storage, releaseofgases,fumesordisposal,processingortreatment vaporsfrommaterialsbroughtof waste; intothatbuildinginconnectionwithoperationsbeingperformed(c)Whichareorwereatanytime byyouoronyourbehalfbyatransported,handled,stored, contractororsubcontractor;ortreated,disposedof,orprocessed (iii)aswasteby orfor: "Bodilyinjury"or"property damage"arisingoutofheat, (i)Anyinsured; or smokeorfumesfroma (ii)Anypersonororganizationfor "hostile fire"; orwhomyoumaybelegally (e)Atorfromanypremises,siteorresponsible; locationonwhichanyinsuredorany(d)Atorfromanypremises,siteor contractorsor subcontractorslocationonwhichanyinsuredor workingdirectlyorindirectlyonanyanycontractorsorsubcontractors insured’sbehalfareperformingworkingdirectlyorindirectlyon operationsiftheoperationsaretoanyinsured'sbehalfare testfor,monitor,cleanup,remove,performingoperationsifthe contain,treat,detoxifyorneutralize,"pollutants"arebroughtonorto orinanywayrespondto,orassessthepremises,siteorlocationin theeffectsof,"pollutants".connectionwithsuchoperations (2)Anyloss,costorexpensearisingout bysuchinsured,contractoror of any:subcontractor.However,this (a)subparagraphdoes not apply to: Request, demand, order or statutoryorregulatoryrequirementthatany(i)"Bodilyinjury"or"property insuredorotherstestfor,monitor,damage"arisingoutofthe cleanup,remove,contain,treat,escapeoffuels,lubricantsor detoxifyorneutralize,orinanywayother operating fluidswhichare respondto,orassesstheeffectsof,neededtoperformthenormal "pollutants";orelectrical, hydraulic or (b)mechanical functions Claimorsuitbyoronbehalfofa necessaryfortheoperationof governmentalauthorityfor "mobile equipment" or itsparts, damagesbecauseoftestingfor,if such fuels, lubricants orother monitoring,cleaning up, removing, operatingfluidsescapefroma containing,treating,detoxifyingor vehiclepartdesignedtohold, neutralizing,orinanyway storeorreceivethem.This respondingto,orassessingthe exceptiondoesnotapplyifthe effects of,"pollutants"."bodilyinjury"or"property However,thisparagraphdoesnot damage"arisesoutofthe applytoliabilityfordamagesbecause intentionaldischarge,dispersal of"propertydamage"thattheinsured orreleaseofthefuels, wouldhaveintheabsenceofsuch lubricantsorotheroperating request,demand,orderorstatutoryor fluids,orifsuchfuels, regulatoryrequirement,orsuchclaim lubricantsorotheroperating or"suit"byoronbehalfofa fluidsarebroughtonortothe governmental authority.premises,siteorlocationwiththeintentthattheybedischarged, dispersedor FormSS 0008 0405 Page 5of24
DocuSign Envelope ID: 6E067743-EA6B-4AE1-BEA9-673AAD7A15E5236 BUSINESS LIABILITYCOVERAGE FORMg.Aircraft,AutoOrWatercraft (2)Theuseof"mobileequipment"in,or whileinpracticeorpreparationfor,a"Bodilyinjury"or"propertydamage"arising prearrangedracing,speedor outoftheownership,maintenance,useor demolitioncontestorinanystunting entrustmenttoothersofanyaircraft,"auto" activity.or watercraft owned or operated by or rented i.Warorloanedtoanyinsured.Useincludesoperationand"loadingorunloading". "Bodilyinjury","propertydamage"orThisexclusionapplieseveniftheclaims "personalandadvertisinginjury",howeveragainstanyinsuredallegenegligenceor caused,arising,directlyorindirectly,outof:otherwrongdoinginthesupervision,hiring, (1)War,includingundeclaredor civil war;employment,trainingormonitoringofothers (2)Warlikeactionbyamilitaryforce, bythatinsured,ifthe"occurrence"which includingactioninhinderingor causedthe"bodilyinjury"or"property defendingagainstanactualordamage" involvedtheownership, expectedattack,byanygovernment, maintenance,use orentrustmenttoothersof sovereignorotherauthorityusinganyaircraft,"auto"orwatercraftthatis military personnel orotheragents; orownedoroperatedbyorrentedorloanedto (3)Insurrection,rebellion,revolution, anyinsured. usurpedpower,oractiontakenby Thisexclusion doesnotapplyto: governmentalauthorityinhinderingor (1)Awatercraftwhileashoreonpremises defendingagainst anyofthese.youown orrent; j.Professional Services(2)Awatercraftyou donotown thatis: "Bodilyinjury","propertydamage"or (a)Lessthan51 feetlong; and "personalandadvertisinginjury"arising outoftherenderingoforfailuretorender (b)Notbeingusedtocarrypersons anyprofessionalservice.Thisincludes for acharge; but is not limited to:(3)Parkingan"auto"on,orontheways (1)Legal, accountingoradvertisingnextto,premisesyouownorrent, services;providedthe"auto"isnotownedbyor rented orloanedtoyou ortheinsured; (2)Preparing,approving,orfailingtoprepareorapprovemaps,shop(4)Liabilityassumedunderany"insured drawings,opinions,reports,surveys,contract"fortheownership, fieldorders,changeorders,designsormaintenanceoruseofaircraftor drawingsandspecifications;watercraft; (3)Supervisory,inspection,architectural (5)"Bodilyinjury"or"propertydamage" orengineering activities;arisingoutoftheoperationofanyof f.(2)theequipmentlisted in Paragraph (4)Medical,surgical,dental,x-rayor f.(3)orofthedefinitionof"mobile nursingservicestreatment,adviceor equipment";or instruction;(6)Anaircraftthatisnotownedbyany (5)Anyhealthortherapeuticservice insured and is hired,charteredor loaned treatment, advice orinstruction;withapaidcrew.However,this (6)Anyservice,treatment,adviceor exceptiondoesnotapplyiftheinsured instructionforthepurposeof hasanyotherinsurancefor such"bodily appearance orskinenhancement,hair injury"or"propertydamage",whether removalorreplacementorpersonal theotherinsuranceisprimary,excess, grooming;contingentoronanyotherbasis. (7)Opticalorhearingaidservices h.Mobile Equipment includingtheprescribing,preparation, "Bodilyinjury"or"propertydamage" fitting,demonstrationordistributionof arisingoutof: ophthalmiclensesandsimilar products orhearingaiddevices;(1)Thetransportationof"mobileequipment"byan"auto"ownedoroperatedbyorrentedorloanedtoanyinsured;or
DocuSign Envelope ID: 6E067743-EA6B-4AE1-BEA9-673AAD7A15E5237 BUSINESS LIABILITYCOVERAGE FORM(8) (1)(3)(4)Optometryoroptometricservices Paragraphs, andofthis includingbutnotlimitedtoexamination exclusiondonotapplyto"property oftheeyesandtheprescribing, damage"(otherthandamagebyfire)to preparation,fitting,demonstrationor premises,includingthecontentsofsuch distributionofophthalmiclensesand premises, rented to you for a period of 7orsimilarproducts; fewerconsecutivedays.AseparateLimitofInsuranceappliestoDamageTo (9)Any: PremisesRentedToYouasdescribedin (a)Bodypiercing(notincludingear D.Section-Limits OfInsurance.piercing); (2)Paragraphofthisexclusiondoesnot(b)Tattooing,includingbutnotlimited applyifthepremisesare"yourwork"and totheinsertionofpigmentsintoor wereneveroccupied,rentedorheldfor undertheskin; and rentalby you.(c)Similarservices; (3) (4)Paragraphs andofthis exclusiondo (10)Servicesinthepracticeofpharmacy; not apply to the useofelevators.and (3)(4)(5)(6)Paragraphs, , andofthis (11)Computerconsulting,designor exclusiondonotapplytoliabilityassumed programmingservices,includingweb undera sidetrackagreement.sitedesign. (3)(4)Paragraphs and ofthis exclusiondo(4)(5)Paragraphs and ofthis exclusiondo notapplyto"propertydamage"to notapplytotheIncidentalMedical borrowedequipmentwhilenotbeingused Malpracticecoverageaffordedunder to performoperations at ajobsite.1.e. A.ParagraphinSection -Coverages. (6)Paragraphofthisexclusiondoesnotk.Damage ToProperty applyto"propertydamage" includedinthe "products-completed operationshazard"."Property damage" to: l.Damage ToYour Product(1)Propertyyouown,rentoroccupy, includinganycostsorexpenses "Propertydamage"to"yourproduct" incurredbyyou,oranyotherperson, arisingoutofit orany part of it.organizationorentity,forrepair, m.Damage ToYour Workreplacement, enhancement, "Propertydamage"to"yourwork"arising restorationormaintenanceofsuch out of it or any part ofit andincluded in the propertyforanyreason,including "products-completed operationshazard".preventionofinjurytoapersonor damage to another's property; Thisexclusiondoesnotapplyifthedamagedworkortheworkoutofwhich (2)Premisesyousell,giveawayor thedamageariseswasperformedonyour abandon,ifthe"propertydamage"arises behalfby asubcontractor.outofanypartofthosepremises; n.DamageToImpairedPropertyOr (3)Property loaned to you; PropertyNotPhysically Injured(4)Personalpropertyinthecare,custody "Propertydamage"to"impairedproperty" orcontrol of the insured; orpropertythathasnotbeenphysically (5)Thatparticularpartofrealpropertyon injured, arisingoutof:whichyouoranycontractorsor (1)Adefect,deficiency,inadequacyor subcontractorsworkingdirectlyor dangerousconditionin"yourproduct" indirectlyonyourbehalfareperforming or"your work"; oroperations,ifthe"propertydamage" (2)arisesoutofthoseoperations;or Adelayorfailurebyyouoranyone actingonyourbehalftoperforma (6)Thatparticularpartofanyproperty contractoragreementinaccordance thatmustberestored,repairedor withits terms.replacedbecause"yourwork"wasincorrectly performedon it. Thisexclusiondoesnotapplytotheloss ofuseofotherpropertyarisingoutof suddenandaccidentalphysicalinjuryto "yourproduct"or"yourwork"afterithas beenputtoits intendeduse.
FormSS 0008 0405 Page 7of24
DocuSign Envelope ID: 6E067743-EA6B-4AE1-BEA9-673AAD7A15E5238 BUSINESS LIABILITYCOVERAGE FORMo.RecallOfProducts,WorkOrImpaired (c)Titleofany literary orartistic work;Property (8)Arising out of anoffense committed by Damagesclaimedforanyloss,costor aninsuredwhose business is:(a)expenseincurredbyyouorothersforthe Advertising,broadcasting, lossofuse,withdrawal,recall,inspection, publishing ortelecasting;repair,replacement,adjustment,removal (b)Designingordeterminingcontent ordisposal of: of websites for others;or(1)"Yourproduct"; (c)AnInternetsearch,access, (2)"Yourwork";or contentor service provider.(3)"Impaired property"; However,thisexclusiondoesnot ifsuchproduct,workorpropertyis a.b. c.applytoParagraphs, andwithdrawnorrecalledfromthemarketor underthedefinitionof"personaland fromusebyanypersonororganization G.advertisinginjury"inSection–becauseofaknownorsuspecteddefect, LiabilityAndMedicalExpenses deficiency,inadequacyordangerous Definitions.condition in it. Forthepurposesofthisexclusion, p.Personal AndAdvertisingInjury placingan"advertisement"foror linkingtoothersonyourwebsite,by "Personal andadvertisinginjury": itself,isnotconsideredthebusiness(1)Arising out of oral, written or electronic ofadvertising,broadcasting, publicationofmaterial,ifdonebyorat publishing ortelecasting;thedirectionoftheinsuredwith (9)Arisingoutofanelectronicchatroom knowledge of itsfalsity; orbulletinboardtheinsuredhosts, (2)Arising out of oral, written or electronic owns,oroverwhichtheinsured publicationofmaterialwhosefirst exercises control;publicationtookplacebeforethe (10)Arisingoutoftheunauthorizeduseofbeginningofthepolicy period; another's name or product in youre-mail(3)Arisingoutofacriminalactcommitted address,domainnameormetatags,orbyor at the direction of the insured; anyothersimilartacticstomislead(4)Arisingoutofanybreachofcontract, another'spotentialcustomers;exceptanimpliedcontracttouse (11)Arisingoutoftheviolationofa another’s"advertisingidea"inyour person'srightofprivacycreatedby "advertisement"; anystate orfederal act.(5)Arisingoutofthefailureofgoods, However,thisexclusiondoesnot productsorservicestoconformwith applytoliabilityfordamagesthatthe anystatementofqualityor insuredwouldhaveintheabsenceof performancemadeinyour suchstate orfederal act;"advertisement"; (12)Arisingoutof:(6)Arisingoutofthewrongdescriptionof (a)An"advertisement"forotherson thepriceofgoods,productsorservices; yourweb site;(7)Arisingoutofanyviolationofany (b)Placingalinktoawebsiteof intellectualpropertyrightssuchas others onyour website;copyright,patent,trademark,trade name,tradesecret,servicemarkor (c)Contentfromawebsiteofothersotherdesignationoforiginor displayedwithinaframeorborderauthenticity. onyourwebsite.Contentincludesinformation,code,sounds,text,However,thisexclusiondoesnot graphicsorimages;orapplytoinfringement,inyour "advertisement",of (d)Computercode,softwareor programming usedtoenable:(a)Copyright; (i)Yourweb site; or(b)Slogan,unlessthesloganisalso atrademark,tradename,service (ii)The presentation or functionalitymarkorotherdesignationof origin ofan"advertisement"orotherorauthenticity; or contentonyourwebsite;
DocuSign Envelope ID: 6E067743-EA6B-4AE1-BEA9-673AAD7A15E5239 BUSINESS LIABILITYCOVERAGE FORM(13) (a)Arisingoutofaviolationofanyanti- Maybeawardedorincurredby trustlaw; reasonofanyclaimorsuit alleging actual or threatened injury (14)Arising out of the fluctuation in price or or damage of any nature or kind to valueofanystocks,bondsorother personsorpropertywhichwould securities; or nothaveoccurredinwholeorin (15)Arisingoutofdiscriminationor part but for the "asbestos hazard";humiliationcommittedbyoratthe (b)Ariseoutofanyrequest,demand, directionofany"executiveofficer", orderorstatutoryorregulatory director,stockholder,partneror requirementthatanyinsuredor memberoftheinsured. otherstestfor,monitor,cleanup, q.ElectronicData remove,encapsulate,contain,Damagesarisingoutofthelossof,lossof treat,detoxifyorneutralizeorin useof,damageto,corruptionof,inability anywayrespondtoorassessthe toaccess,orinabilitytomanipulate effects of an"asbestos hazard"; or"electronicdata". (c)Ariseoutofanyclaimorsuitforr.Employment-RelatedPractices damagesbecauseoftestingfor,monitoring,cleaningup,removing,"Bodily injury"or "personal and advertising encapsulating,containing,treating,injury"to: detoxifyingorneutralizingorinany(1)Aperson arisingoutofany: wayrespondingtoorassessingthe(a)Refusaltoemploy thatperson; effectsofan"asbestoshazard".(b)Terminationofthatperson's t.ViolationOfStatutesThatGovernE-employment; or Mails,Fax,PhoneCallsOrOther MethodsOfSendingMaterialOr (c)Employment-related practices, Informationpolicies,actsoromissions,suchascoercion,demotion,evaluation, "Bodilyinjury","propertydamage",or reassignment, discipline, "personalandadvertisinginjury"arising defamation,harassment,humiliation directlyorindirectlyoutofanyactionor ordiscriminationdirectedatthat omissionthatviolatesorisallegedto person;or violate:(2)Thespouse,child,parent,brotheror (1)TheTelephoneConsumerProtection sisterofthatpersonasa Act(TCPA),including anyamendment consequenceof"bodilyinjury"or of oradditiontosuch law;"personaland advertising injury" to the (2)TheCAN-SPAM Act of 2003, including personatwhomanyofthe anyamendmentoforadditiontosuch employment-relatedpractices law;or(a)(b)(c)described in Paragraphs, ,or (3)Anystatute,ordinanceorregulation,aboveisdirected. otherthantheTCPAorCAN-SPAMActThisexclusion applies: of2003,thatprohibitsorlimitsthe(1)Whethertheinsuredmaybeliableas sending,transmitting,communicatingoranemployerorinanyothercapacity; distributionofmaterialorinformation.and DamageToPremisesRentedToYou–(2)Toanyobligationtosharedamages ExceptionForDamageByFire,Lightning withorrepaysomeoneelsewhomust or Explosionpaydamagesbecause of the injury. c. h.k. o.Exclusionsthroughandthroughdos.Asbestos notapplytodamagebyfire,lightningor explosiontopremisesrentedtoyouor (1)"Bodilyinjury","propertydamage"or temporarilyoccupiedby youwith permission of "personalandadvertisinginjury"theowner.AseparateLimitofInsurance arisingoutofthe"asbestoshazard".appliestothiscoverageasdescribedin (2)Anydamages,judgments,settlements, D.Section-LiabilityAndMedicalExpensesloss,costsorexpensesthat: LimitsOf Insurance.
FormSS 0008 0405 Page 9of24
DocuSign Envelope ID: 6E067743-EA6B-4AE1-BEA9-673AAD7A15E5240 BUSINESS LIABILITYCOVERAGE FORM2.ApplicableTo MedicalExpenses Coveragee.Atrust,youareaninsured.Yourtrustees arealsoinsureds,butonlywithrespectto We will not payexpenses for "bodilyinjury": theirduties astrustees.a.Any Insured 2.Eachofthefollowing is also aninsured:Toanyinsured,except"volunteerworkers". a.Employees AndVolunteer Workersb.HiredPerson Your"volunteerworkers"onlywhileTo a person hired to do work foror onbehalf performingdutiesrelatedtotheconductof ofanyinsuredoratenantofanyinsured. yourbusiness,oryour"employees",other c.InjuryOn Normally Occupied Premises thaneitheryour"executiveofficers"(ifyou Toapersoninjuredonthatpartof areanorganizationotherthana premisesyouownorrentthattheperson partnership,jointventureorlimitedliability normally occupies. company)oryourmanagers(ifyouarea limitedliabilitycompany),butonlyforacts d.Workers'CompensationAndSimilar withinthescopeoftheiremploymentby Laws youorwhileperformingdutiesrelatedto Toaperson,whetherornotan the conduct of yourbusiness."employee"ofanyinsured,ifbenefitsfor However,noneofthese"employees"or the"bodilyinjury"arepayableormustbe "volunteerworkers" areinsuredsfor:providedunderaworkers'compensation ordisability benefits law ora similarlaw. (1)"Bodilyinjury"or"personaland advertising injury":e.Athletics Activities (a)Toyou,toyourpartnersor Toapersoninjuredwhilepracticing, members(ifyouareapartnership instructingorparticipatinginanyphysical orjointventure),toyourmembers exercisesorgames,sportsorathletic (ifyouarealimitedliability contests. company),ortoaco-"employee"f.Products-CompletedOperationsHazard whileinthecourseofhisorher Includedwiththe"products-completed employmentorperformingdutiesoperationshazard". relatedtotheconductofyour business,ortoyourother g.Business LiabilityExclusions "volunteerworkers" while ExcludedunderBusinessLiabilityCoverage. performingdutiesrelatedtothe C.WHO IS AN INSURED conduct of yourbusiness;1.Ifyou aredesignated in the Declarations as: (b)Tothespouse,child,parent, brotherorsisterofthatco-a.Anindividual,youandyourspouseare "employee"orthat"volunteer insureds,butonlywithrespecttothe worker"asaconsequenceof conduct of a business of which youare the (1)(a)Paragraphabove;sole owner. (c)Forwhichthereisanyobligation b.Apartnershiporjointventure,youarean tosharedamageswithorrepay insured.Yourmembers,yourpartners,and someoneelsewhomustpay theirspousesarealsoinsureds,butonlywith damagesbecauseoftheinjury respecttotheconductofyourbusiness. (1)(a)describedinParagraphsorc.Alimitedliabilitycompany,youarean (b) above; orinsured.Yourmembersarealsoinsureds, (d)Arisingoutofhisorherproviding butonlywithrespecttotheconductofyour orfailingtoprovideprofessional business.Yourmanagersareinsureds,but healthcare services.onlywithrespecttotheirdutiesasyourmanagers. Ifyouarenotinthebusinessofprovidingprofessionalhealthcared.Anorganizationotherthanapartnership, (d)services,Paragraphdoesnotapplyjointventureorlimitedliabilitycompany,you toanynurse,emergencymedicalareaninsured.Your"executiveofficers"and technicianorparamedicemployedbydirectorsareinsureds,butonlywithrespect youtoprovidesuchservices.totheirdutiesasyourofficersordirectors.Yourstockholdersarealsoinsureds,butonly (2)"Property damage" to property:withrespecttotheirliabilityasstockholders. (a)Owned,occupiedor usedby,
DocuSign Envelope ID: 6E067743-EA6B-4AE1-BEA9-673AAD7A15E5241 BUSINESS LIABILITYCOVERAGE FORM(b) b.Rentedto,inthecare,custodyor Coverageunderthisprovisiondoesnot controlof,oroverwhichphysical apply to:controlisbeingexercisedforany (1)"Bodilyinjury"or"propertydamage" purposebyyou,anyofyour thatoccurred;or"employees","volunteerworkers", (2)"Personalandadvertisinginjury" anypartnerormember(ifyouare arisingoutofan offensecommittedapartnershiporjointventure),or beforeyouacquiredorformedthe anymember(ifyouarealimited organization.liabilitycompany). 4.Operator Of Mobile Equipmentb.Real EstateManager Withrespectto"mobileequipment"registeredinAny person (other than your "employee"or yournameunderanymotorvehicleregistration"volunteerworker"),oranyorganization law,anypersonisaninsuredwhiledrivingsuchwhileacting asyour real estatemanager.equipmentalongapublichighwaywithyourc.TemporaryCustodiansOf Your permission.AnyotherpersonororganizationProperty responsiblefortheconductofsuchpersonisAnypersonororganizationhavingproper alsoaninsured,butonlywithrespecttoliabilitytemporarycustodyofyourpropertyifyou arising out oftheoperation of the equipment,anddie,butonly: onlyifno other insurance of anykindisavailable(1)Withrespecttoliabilityarisingoutofthe tothatpersonororganizationforthisliability.maintenanceoruseofthatproperty;and However, noperson ororganizationisaninsuredwithrespectto:(2)Untilyourlegalrepresentativehas beenappointed. a."Bodilyinjury"toaco-"employee"ofthepersondriving the equipment;ord.Legal Representative If YouDie b."Propertydamage"topropertyownedby, Yourlegalrepresentativeifyoudie,but rentedto,inthechargeoforoccupiedbyonlywithrespecttodutiesassuch.That youortheemployerofanypersonwhois representativewillhaveallyourrightsand aninsuredunder thisprovision.dutiesunder thisinsurance. 5.Operator of NonownedWatercrafte.Unnamed Subsidiary Withrespecttowatercraftyoudonotownthat Anysubsidiaryandsubsidiarythereof,of islessthan51feetlongandisnotbeingused yourswhichisa legally incorporatedentity to carry persons for a charge, any personisan ofwhichyouownafinancialinterestof insuredwhileoperatingsuchwatercraftwith morethan50%ofthevotingstockonthe yourpermission.Anyotherpersonor effectivedateofthis CoveragePart. organizationresponsiblefortheconductof Theinsuranceaffordedhereinforany suchpersonisalsoaninsured,butonlywith subsidiarynotshownintheDeclarations respecttoliabilityarisingoutoftheoperation asanamedinsureddoesnotapplyto ofthewatercraft,andonlyifnootherinjuryordamagewithrespecttowhichan insuranceofanykindisavailabletothat insuredunderthisinsuranceisalsoan personor organization for thisliability.insuredunderanotherpolicyorwouldbe However,nopersonororganizationisan aninsuredundersuchpolicybutforits insured withrespect to:terminationorupontheexhaustionofits limits of insurance. a."Bodilyinjury"toaco-"employee"ofthepersonoperating the watercraft;or3.NewlyAcquired Or Formed Organization b."Propertydamage"topropertyownedby,Anyorganizationyounewlyacquireorform, rentedto,inthechargeoforoccupiedby otherthanapartnership,jointventureor youortheemployerofanypersonwhois limitedliabilitycompany,andoverwhichyou aninsuredunder thisprovision.maintainfinancialinterestof more than 50%of thevotingstock,willqualifyasaNamed 6.AdditionalInsuredsWhenRequiredBy Insuredifthereisnoothersimilarinsurance WrittenContract,WrittenAgreementOr available to thatorganization. However: Permita.Coverageunderthisprovisionisafforded Theperson(s)ororganization(s)identifiedin onlyuntilthe180thdayafteryouacquire a. f.Paragraphsthroughbelowareadditionalorformtheorganizationortheendofthe insuredswhenyouhaveagreed,inawrittenpolicyperiod, whichever is earlier; andFormSS 0008 0405 Page 11of24 DocuSign Envelope ID: 6E067743-EA6B-4AE1-BEA9-673AAD7A15E5242 BUSINESS LIABILITYCOVERAGE FORM (e)contract,writtenagreementorbecauseofa Anyfailuretomakesuch permitissuedbyastateorpolitical inspections,adjustments,testsor subdivision,thatsuchpersonororganization servicingasthevendorhas beaddedasanadditionalinsuredonyour agreedtomakeornormally policy,providedtheinjuryordamageoccurs undertakestomakeintheusual subsequenttotheexecutionofthecontractor courseofbusiness,inconnectionagreement, ortheissuanceofthepermit. withthedistributionorsaleofthe products;Apersonororganizationisanadditional (f)Demonstration,installation, insuredunderthisprovisiononlyforthat servicingorrepairoperations, periodoftimerequiredbythecontract, exceptsuchoperationsperformed agreementor permit. atthevendor'spremisesin However,no suchperson or organization is an connectionwiththesaleofthe additionalinsuredunderthisprovisionifsuch product;personororganizationisincludedasan (g)Productswhich,afterdistribution additionalinsuredbyanendorsementissued orsalebyyou,havebeenlabeled byusandmadeapartofthisCoveragePart, orrelabeledorusedasa includingallpersonsororganizationsadded container,partor ingredient of any asadditionalinsuredsunderthespecific otherthingorsubstancebyorfor additionalinsuredcoveragegrantsinSection the vendor; orF.–Optional AdditionalInsuredCoverages. (h)"Bodilyinjury"or"property a.Vendors damage"arisingoutofthesole Anyperson(s)ororganization(s)(referredto negligenceofthevendorforits belowasvendor),butonlywithrespectto ownactsoromissionsorthoseof"bodilyinjury"or"propertydamage"arising itsemployeesoranyoneelse outof"yourproducts"whicharedistributed acting onits behalf. However, thisorsoldintheregularcourseofthevendor's exclusiondoes not apply to:businessandonlyifthisCoveragePart (i)Theexceptionscontainedin providescoveragefor"bodilyinjury"or (d)(f)Subparagraphsor ;or"propertydamage"includedwithinthe (ii)"products-completedoperationshazard". Suchinspections,adjustments,testsorservicingasthevendor(1)Theinsuranceaffordedtothevendor has agreed to make or normallyissubjecttothefollowingadditional undertakes to make in the usualexclusions: courseof business,inThisinsurancedoes not apply to: connectionwiththedistribution(a)"Bodilyinjury"or"property orsaleoftheproducts.damage"forwhichthevendoris (2)Thisinsurancedoesnotapplytoanyobligatedtopaydamagesby insuredpersonororganizationfromreasonoftheassumptionof whom you have acquired suchproducts,liability in acontract or agreement. oranyingredient,partorcontainer,Thisexclusiondoesnotapplyto enteringinto, accompanyingorliabilityfordamagesthatthe containingsuchproducts.vendorwouldhaveintheabsence b.LessorsOfEquipmentof the contractor agreement; (1)Anypersonororganizationfrom (b)Anyexpress warranty whomyouleaseequipment;butonly unauthorizedby you; withrespecttotheirliabilityfor"bodily (c)Anyphysicalorchemicalchange injury","propertydamage"orintheproductmadeintentionally "personalandadvertisinginjury"bythevendor; caused,inwholeorinpart,byyour (d)Repackaging, except when maintenance,operationoruseof unpackedsolelyforthepurposeof equipmentleasedtoyoubysuch inspection,demonstration,testing, personor organization.orthesubstitutionofpartsunderinstructionsfromthemanufacturer,andthenrepackagedinthe original container;Page 12of24 FormSS 0008 0405 DocuSign Envelope ID: 6E067743-EA6B-4AE1-BEA9-673AAD7A15E5243 BUSINESS LIABILITYCOVERAGE FORM(2) e.PermitsIssuedByStateOrPolitical Withrespecttotheinsuranceafforded Subdivisionstotheseadditionalinsureds,thisinsurancedoesnotapplytoany (1)Anystateorpoliticalsubdivision,but "occurrence"whichtakesplaceafter onlywithrespecttooperationsyoucease to lease thatequipment. performed byyou oron yourbehalf for c.LessorsOfLandOrPremises whichthestateorpoliticalsubdivision hasissueda permit.(1)Anypersonororganizationfrom (2)whomyouleaselandorpremises,but Withrespecttotheinsuranceafforded onlywithrespecttoliabilityarisingout totheseadditionalinsureds,this oftheownership,maintenanceoruse insurance doesnotapplyto:ofthatpartofthelandorpremises (a)"Bodilyinjury","propertydamage" leased to you. or"personalandadvertising (2)Withrespecttotheinsuranceafforded injury"arisingoutofoperations totheseadditionalinsureds,this performedforthestateor insurance doesnotapplyto: municipality; or(a) (b)Any"occurrence"whichtakes "Bodilyinjury"or"propertydamage"placeafter youcease to lease that includedwithinthe"products-landorbeatenantinthat completedoperationshazard".premises; or f.Any OtherParty(b)Structuralalterations, new (1)Anyotherpersonororganizationwho constructionordemolition a.isnotaninsuredunderParagraphsoperationsperformedbyoron ethrough.above,butonlywithbehalfofsuchpersonor respecttoliabilityfor"bodilyinjury", organization. "propertydamage"or"personaland d.Architects, EngineersOrSurveyors advertisinginjury"caused,inwholeor inpart,byyouractsoromissionsor(1)Anyarchitect,engineer,orsurveyor,but theactsoromissionsofthoseacting onlywithrespecttoliabilityfor"bodily onyour behalf:injury","propertydamage"or"personal (a)andadvertisinginjury"caused,inwhole Intheperformanceofyour orinpart,byyouractsoromissionsor ongoing operations;theactsoromissionsofthoseactingon (b)Inconnectionwithyourpremises yourbehalf: ownedby orrentedtoyou;or(a)Inconnectionwithyourpremises; (c)In connection with "your work" and or includedwithinthe"products-(b)Intheperformanceofyour completedoperationshazard",butongoingoperationsperformedby only ifyouor onyour behalf. (i)Thewrittencontractorwritten (2)Withrespecttotheinsuranceafforded agreementrequiresyouto totheseadditionalinsureds,the providesuchcoverageto followingadditional exclusionapplies: suchadditional insured;and(ii)Thisinsurancedoesnotapplyto ThisCoveragePartprovides "bodilyinjury","propertydamage"or coveragefor"bodilyinjury"or "personalandadvertisinginjury" "propertydamage"included arisingoutoftherenderingoforthe within the"products-failuretorenderanyprofessional completed operationshazard".services byor for you, including: (2)Withrespecttotheinsuranceafforded (a)Thepreparing,approving,or totheseadditionalinsureds,this failuretoprepareorapprove, insurance doesnotapplyto:maps,shopdrawings,opinions, "Bodilyinjury","propertydamage"or reports,surveys,fieldorders, "personalandadvertisinginjury" changeorders, designsor arisingoutoftherenderingof,orthe drawings andspecifications; or failuretorender,anyprofessional(b)Supervisory,inspection, architectural,engineeringorsurveying architecturalorengineering services,including:activities.FormSS 0008 0405 Page 13of24 DocuSign Envelope ID: 6E067743-EA6B-4AE1-BEA9-673AAD7A15E5244 BUSINESS LIABILITYCOVERAGE FORM(a)Thepreparing,approving,or ThisGeneralAggregatelimitdoesnot failuretoprepareorapprove, applyto"propertydamage"topremises maps,shopdrawings,opinions, whilerentedtoyouortemporarily reports,surveys,fieldorders, occupiedbyyouwithpermissionofthe changeorders, designsor owner,arisingoutoffire,lightningordrawings andspecifications; or explosion.(b) 3.Each Occurrence LimitSupervisory,inspection, architecturalorengineering 2.a.2.bSubjectto orabove,whicheveractivities. applies,themostwewillpayforthesumofall Thelimitsofinsurancethatapplytoadditional damagesbecauseofall"bodilyinjury", D.insuredsaredescribedinSection–Limits "propertydamage"andmedicalexpenses OfInsurance. arisingoutofanyone"occurrence"istheLiabilityandMedicalExpensesLimitshownin Howthisinsuranceapplieswhenother the Declarations.insuranceisavailabletoanadditionalinsuredisdescribedintheOtherInsuranceCondition Themostwewillpayforallmedicalexpenses E.inSection– Liability AndMedicalExpenses becauseof"bodilyinjury"sustainedbyany GeneralConditions. onepersonistheMedicalExpensesLimit shownintheDeclarations.Nopersonororganizationisaninsuredwith 4.Personal AndAdvertisingInjury Limitrespecttotheconductofanycurrentorpast partnership,jointventureorlimitedliability 2.b.Subjecttoabove,themostwewillpayfor companythatisnotshownasaNamedInsuredin thesumofalldamagesbecauseofall the Declarations. "personalandadvertisinginjury"sustainedby any one person or organization is the Personal D.LIABILITYANDMEDICALEXPENSES andAdvertisingInjuryLimitshowninthe LIMITS OF INSURANCE Declarations.1.TheMost We WillPay 5.Damage ToPremisesRented ToYou LimitTheLimitsofInsuranceshowninthe TheDamageToPremisesRentedToYou Declarationsandtherulesbelowfixthemost LimitisthemostwewillpayunderBusiness wewillpay regardless of the number of: LiabilityCoveragefordamagesbecauseof a.Insureds; "propertydamage"toanyonepremises,while b.Claims made or"suits" brought;or rented to you, or in the case of damage byfire,lightningorexplosion,whilerentedtoyouor c.Persons or organizations making claims or temporarilyoccupiedby youwith permission of bringing"suits". the owner. 2.Aggregate Limits Inthecaseofdamagebyfire,lightningor The mostwe will payfor: explosion, the Damage toPremises Rented To a.Damagesbecauseof"bodilyinjury"and YouLimitappliestoalldamageproximately "propertydamage"includedinthe causedbythesameevent,whethersuch"products-completedoperationshazard"is damage results fromfire,lightning orexplosiontheProducts-CompletedOperations orany combinationofthese.AggregateLimit showninthe 6.HowLimitsApplyTo Additional InsuredsDeclarations. Themostwewillpayonbehalfofapersonor b.Damagesbecauseofallother"bodily organizationwhoisanadditionalinsured injury","propertydamage"or"personal underthis CoveragePart is the lesser of:andadvertisinginjury",includingmedical a.Thelimitsofinsurancespecifiedina expenses,istheGeneralAggregateLimit writtencontract,writtenagreementor shownintheDeclarations. permitissuedbyastateorpolitical ThisGeneralAggregateLimitapplies subdivision;orseparatelytoeachofyour"locations" b.TheLimitsofInsuranceshowninthe ownedby orrentedtoyou. Declarations."Location"meanspremisesinvolvingthe Suchamountshallbeapartofandnotin sameorconnectinglots,orpremises additiontotheLimitsofInsuranceshownin whoseconnectionisinterruptedonlybya the Declarations anddescribedinthis Section.street,roadwayorright-of-wayofa railroad.Page 14of24 FormSS 0008 0405 DocuSign Envelope ID: 6E067743-EA6B-4AE1-BEA9-673AAD7A15E5245 BUSINESS LIABILITYCOVERAGE FORM(1)Ifmorethanonelimitofinsuranceunderthis Immediatelysenduscopiesofany policyandanyendorsementsattachedthereto demands,notices,summonsesor appliestoanyclaimor"suit",themostwewillpay legalpapersreceivedinconnection underthispolicyandtheendorsementsisthe withtheclaimor "suit";singlehighestlimitofliabilityofallcoverages (2)Authorizeustoobtainrecordsand applicabletosuchclaimor"suit".However,this other information;paragraph does not apply to theMedicalExpenses (3)Cooperatewithusintheinvestigation, 3.limit set forthinParagraph above. settlementoftheclaimordefense TheLimitsofInsuranceofthisCoveragePartapply againstthe"suit";andseparatelytoeachconsecutiveannualperiodandto (4)Assistus,uponourrequest,inthe any remaining period of less than 12 months, starting enforcementofanyrightagainstany withthebeginningofthepolicyperiodshowninthe personororganizationthatmaybe Declarations,unlessthepolicyperiodisextended liabletotheinsuredbecauseofinjury after issuance for anadditional periodoflessthan12 ordamagetowhichthisinsurance months.Inthatcase,theadditionalperiodwillbe may also apply.deemedpartofthelastprecedingperiodforpurposes d.ObligationsAt TheInsured's Own CostofdeterminingtheLimitsofInsurance. Noinsuredwill,exceptatthatinsured'sownE.LIABILITYANDMEDICALEXPENSES cost,voluntarilymakeapayment,assumeGENERAL CONDITIONS anyobligation,orincuranyexpense,otherthanforfirstaid,withoutourconsent.1.Bankruptcy e.Additional Insured'sOther InsuranceBankruptcyorinsolvencyoftheinsuredoroftheinsured'sestatewillnotrelieveusofour Ifwecoveraclaimor"suit"underthis obligationsunder thisCoverage Part. CoveragePartthatmayalsobecovered byotherinsuranceavailabletoan 2.DutiesInTheEventOfOccurrence, additionalinsured,suchadditionalinsured Offense, ClaimOrSuit mustsubmitsuchclaimor"suit"tothe a.NoticeOfOccurrenceOrOffense other insurerfordefenseand indemnity.Youoranyadditionalinsuredmustseeto However,thisprovisiondoesnotapplyto itthatwearenotifiedassoonas theextentthatyouhaveagreedina practicableofan"occurrence"oran writtencontract,writtenagreementor offensewhichmayresultinaclaim.To permitthatthisinsuranceisprimaryand the extentpossible,notice should include:non-contributorywiththeadditional (1)How,whenandwherethe"occurrence" insured's owninsurance.oroffensetookplace; f.KnowledgeOfAnOccurrence,Offense,(2)Thenamesandaddressesofany ClaimOrSuitinjuredpersons andwitnesses;and a.b.Paragraphsandapplytoyouorto(3)Thenatureandlocationofanyinjury anyadditionalinsuredonlywhensuch ordamagearisingoutofthe "occurrence",offense,claimor"suit"is "occurrence"or offense. knownto:b.NoticeOfClaim (1)Youoranyadditionalinsuredthatis anindividual;Ifaclaimismadeor"suit"isbrought againstanyinsured,youoranyadditional (2)Anypartner,ifyouoranadditional insured must: insured is apartnership;(1)Immediately record the specifics of the (3)Anymanager,ifyouoranadditional claimor"suit"andthedatereceived; insured is alimitedliability company;and (4)Any"executiveofficer"orinsurance (2)Notify usas soonas practicable. manager,ifyouoranadditional insured is acorporation;Youoranyadditionalinsuredmustseeto itthatwereceiveawrittennoticeofthe (5)Anytrustee,ifyouoranadditional claim or"suit" assoon aspracticable. insured is atrust;orc.AssistanceAndCooperationOfThe (6)Any electedor appointedofficial, ifyou Insured oranadditionalinsuredisapolitical subdivision orpublic entity.Youand anyotherinvolved insured must:
FormSS 0008 0405 Page 15of24
DocuSign Envelope ID: 6E067743-EA6B-4AE1-BEA9-673AAD7A15E5246 BUSINESS LIABILITYCOVERAGE FORMf. (3)ThisParagraphappliesseparatelyto Wehaveissuedthispolicyinreliance youand anyadditional insured. uponyour representations.3.FinancialResponsibility Laws b.UnintentionalFailureToDisclose Hazardsa.Whenthispolicyiscertifiedasproofof financialresponsibilityforthefutureunder If unintentionally youshouldfailtodisclose theprovisionsofanymotorvehicle allhazardsrelatingtotheconductofyour financialresponsibilitylaw,theinsurance businessattheinceptiondateofthis providedbythepolicyfor"bodilyinjury" CoveragePart,weshallnotdenyany liabilityand"propertydamage"liabilitywill coverageunderthisCoveragePart complywiththeprovisionsofthelawto becauseofsuch failure.theextentofthecoverageandlimitsof 7.OtherInsuranceinsurance required bythat law. Ifothervalidandcollectibleinsuranceis b.Withrespectto"mobileequipment"to availableforalosswecoverunderthis whichthisinsuranceapplies,wewill CoveragePart,ourobligationsarelimitedas provideanyliability,uninsuredmotorists, follows:underinsuredmotorists,no-faultorothera.Primary Insurancecoveragerequiredbyanymotorvehicle b.law.Wewillprovidetherequiredlimitsfor Thisinsuranceisprimaryexceptwhenthose coverages. belowapplies.Ifotherinsuranceisalso primary,wewillsharewithallthatother 4.Legal Action Against Us c.insurancebythemethoddescribedinNopersonororganizationhasarightunder below.thisCoverage Form: b.ExcessInsurancea.Tojoinusasapartyorotherwisebringus Thisinsuranceisexcessoveranyofthe intoa"suit"askingfordamagesfroman otherinsurance,whetherprimary,excess, insured;or contingent oron anyotherbasis:b.TosueusonthisCoverageFormunless (1)YourWorkallofitstermshavebeenfullycomplied with. ThatisFire,ExtendedCoverage, Builder'sRisk,InstallationRiskor Apersonororganizationmaysueustorecover similarcoverage for "yourwork";onanagreedsettlementoronafinaljudgmentagainstaninsured;butwewillnotbeliablefor (2)Premises RentedTo Youdamagesthat are not payable under the terms of Thatisfire,lightningorexplosion thisinsuranceorthatareinexcessofthe insuranceforpremisesrentedtoyou applicablelimitofinsurance. Anagreed ortemporarilyoccupiedbyyouwith settlementmeansasettlementandreleaseof permission of the owner;liabilitysignedbyus,theinsuredandthe (3)Tenant Liabilityclaimantortheclaimant'slegalrepresentative. Thatisinsurancepurchasedbyyouto 5.SeparationOfInsureds coveryourliabilityasatenantfor ExceptwithrespecttotheLimitsofInsurance, "propertydamage"topremisesrented andanyrightsordutiesspecificallyassigned toyouortemporarilyoccupiedbyyou inthispolicytothefirstNamedInsured,this withpermissionoftheowner;insurance applies: (4)Aircraft,Auto Or Watercrafta.AsifeachNamedInsuredweretheonly IfthelossarisesoutofthemaintenanceNamed Insured;and or useofaircraft, "autos" or watercraft tob.Separatelytoeachinsuredagainstwhom g.theextentnotsubjecttoExclusionofaclaimismadeor "suit"isbrought. A.Section–Coverages.6.Representations (5)PropertyDamageToBorrowed a.When YouAcceptThisPolicy Equipment Or UseOfElevatorsByaccepting thispolicy,you agree:Ifthelossarisesoutof"property damage"toborrowedequipmentor (1)ThestatementsintheDeclarations theuseofelevatorstotheextentnot areaccurateand complete; k. A.subjecttoExclusionofSection–(2)Thosestatementsarebasedupon Coverages.representationsyou made to us; and
DocuSign Envelope ID: 6E067743-EA6B-4AE1-BEA9-673AAD7A15E5247 BUSINESS LIABILITYCOVERAGE FORM(6)WhenYouAreAddedAsAn Whenthisinsuranceisexcessoverother AdditionalInsuredToOther insurance,wewillpayonlyourshareof Insurance theamountoftheloss,ifany,that exceedsthesumof:Thatisotherinsuranceavailableto (1)youcoveringliabilityfordamages Thetotalamountthatallsuchother arisingoutofthepremisesor insurancewouldpay for the loss in the operations,or products andcompleted absenceofthis insurance;andoperations,forwhichyouhavebeen (2)Thetotalofalldeductibleandself-addedasanadditionalinsuredbythat insuredamountsunderallthatother insurance;or insurance.(7)WhenYouAddOthersAsAn Wewillshare the remaining loss,if any, withAdditionalInsuredToThis anyotherinsurancethatisnotdescribedinInsurance this ExcessInsuranceprovision andwas notThatisotherinsuranceavailabletoan boughtspecificallytoapplyinexcessoftheadditionalinsured. LimitsofInsuranceshownintheDeclarationsofthisCoveragePart.However,thefollowingprovisions c.MethodOfSharingapplytootherinsuranceavailableto anypersonororganizationwhoisan Ifalltheotherinsurancepermits additional insured under thisCoverage contribution by equal shares, we will follow Part: thismethodalso.Underthisapproach, (a)PrimaryInsuranceWhen eachinsurercontributesequalamounts RequiredBy Contract untilithaspaiditsapplicablelimitof insuranceornoneofthelossremains, Thisinsuranceisprimaryifyou whichevercomesfirst.haveagreedinawrittencontract, writtenagreementorpermitthat Ifanyoftheotherinsurancedoesnotpermitthisinsurancebeprimary.Ifother contributionbyequalshares,wewillinsuranceisalsoprimary,wewill contributebylimits.Underthismethod,eachsharewithallthatotherinsurance insurer’sshareisbasedontheratioofitsc.bythemethoddescribedin applicablelimitofinsurancetothetotalbelow. applicablelimitsofinsuranceofallinsurers.(b)PrimaryAndNon-Contributory8.TransferOfRightsOfRecoveryAgainst ToOtherInsuranceWhen OthersTo UsRequiredBy Contract a.TransferOfRightsOfRecoveryIfyouhaveagreedinawritten Iftheinsuredhasrightstorecoverallor contract,writtenagreementor partofanypayment,including permitthatthisinsuranceis SupplementaryPayments,wehavemade primaryandnon-contributorywith underthisCoveragePart,thoserightsaretheadditionalinsured'sown transferredtous.Theinsuredmustdo insurance,thisinsuranceis nothingafterlosstoimpairthem.Atour primaryandwewillnotseek request,theinsuredwillbring"suit"or contributionfromthatother transferthoserightstousandhelpus insurance. enforcethem.Thisconditiondoesnot (a)(b)Paragraphs and donot apply to apply to Medical ExpensesCoverage.other insurance to which the additional b.WaiverOfRightsOfRecovery(Waiver insuredhasbeenaddedasan Of Subrogation)additionalinsured. Iftheinsuredhaswaivedanyrightsof Whenthisinsuranceisexcess,wewill recoveryagainst anypersonor havenodutyunderthisCoveragePartto organizationforallorpartof anypayment, defend the insured against any "suit" ifany includingSupplementaryPayments,we otherinsurerhasadutytodefendthe havemadeunderthisCoveragePart,we insuredagainstthat"suit".Ifnoother alsowaivethatright,providedtheinsured insurerdefends,wewillundertaketodo waivedtheirrightsofrecoveryagainstso,butwewillbeentitledtotheinsured's suchpersonororganizationinacontract, rightsagainst allthoseotherinsurers. agreementorpermitthatwasexecuted prior to the injuryor damage.FormSS 0008 0405 Page 17of24 DocuSign Envelope ID: 6E067743-EA6B-4AE1-BEA9-673AAD7A15E5248 BUSINESS LIABILITYCOVERAGE FORM 3.Additional Insured-GrantorOfFranchiseF.OPTIONALADDITIONALINSURED C.WHOISANINSUREDunderSectionisCOVERAGES amendedtoincludeasanadditionalinsured If listed or shown as applicable in the Declarations, theperson(s)ororganization(s)showninthe oneormoreofthefollowingOptionalAdditional DeclarationsasanAdditionalInsured-InsuredCoverages also apply. When any of these GrantorOfFranchise,butonlywithrespectto OptionalAdditionalInsuredCoveragesapply, theirliability asgrantoroffranchise to you.6.Paragraph(AdditionalInsuredsWhenRequired 4.AdditionalInsured-LessorOfLeasedbyWrittenContract,WrittenAgreementorPermit) EquipmentC.ofSection,WhoIsAnInsured,doesnotapply tothepersonororganizationshowninthe a. C.WHO IS AN INSURED under Section isDeclarations.Thesecoveragesaresubjecttothe amendedtoincludeasanadditional termsandconditionsapplicabletoBusiness insuredtheperson(s)ororganization(s) LiabilityCoverageinthispolicy,exceptas shown in the Declarations as an Additional provided below: Insured–LessorofLeasedEquipment, butonlywithrespecttoliabilityfor"bodily 1.AdditionalInsured-DesignatedPersonOr injury","propertydamage"or"personal Organization andadvertisinginjury"caused,inwholeor C.WHOISANINSUREDunderSectionis inpart,byyourmaintenance,operationoramendedtoincludeasanadditionalinsured useofequipmentleasedtoyoubysuch theperson(s)ororganization(s)showninthe person(s)or organization(s).Declarations,butonlywithrespecttoliability b.Withrespecttotheinsuranceaffordedto for"bodilyinjury","propertydamage"or theseadditionalinsureds,thisinsurance "personalandadvertisinginjury"caused,in doesnotapplytoany"occurrence"which wholeorinpart,byyouractsoromissionsor takesplaceafteryouceasetoleasethat theactsoromissionsofthoseactingonyour equipment.behalf: 5.AdditionalInsured-OwnersOrOther a.Intheperformanceofyourongoing InterestsFromWhomLandHasBeen operations; or Leasedb.Inconnectionwithyourpremisesowned a. C. WHO IS AN INSURED under Section is byor rented to you. amendedtoincludeasanadditional 2.AdditionalInsured-ManagersOrLessorsinsuredtheperson(s)ororganization(s) Of Premises shown in the Declarations as an Additional a. C.WHOISANINSUREDunderSectionis Insured– Owners Or OtherInterestsFromamendedtoincludeasanadditionalinsured WhomLandHasBeenLeased,butonly the person(s) or organization(s)shown in the withrespecttoliabilityarisingoutofthe DeclarationsasanAdditionalInsured- ownership, maintenance or useofthat part DesignatedPersonOrOrganization;butonly ofthelandleased to youand showninthe withrespecttoliabilityarisingoutofthe Declarations.ownership,maintenanceoruseofthatpartof b.Withrespecttotheinsuranceaffordedto the premises leasedtoyou andshown in the theseadditionalinsureds,thefollowing Declarations. additionalexclusions apply:b.Withrespecttotheinsuranceaffordedto Thisinsurancedoes not apply to:theseadditionalinsureds,thefollowing (1)Any"occurrence"thattakesplace additionalexclusions apply: afteryou ceasetoleasethat land;orThisinsurancedoes not apply to: (2)Structuralalterations, new (1)Any"occurrence"whichtakesplace constructionordemolitionoperations afteryouceasetobeatenantinthat performedbyoronbehalfofsuch premises; or personor organization.(2)Structuralalterations, new 6.AdditionalInsured-StateOrPoliticalconstructionordemolitionoperations Subdivision–Permitsperformedbyoronbehalfofsuch a. C.WHO IS AN INSURED under Section ispersonor organization. amendedtoincludeasanadditional insuredthestateorpoliticalsubdivision shown in the Declarations as an Additional
DocuSign Envelope ID: 6E067743-EA6B-4AE1-BEA9-673AAD7A15E5249 BUSINESS LIABILITYCOVERAGE FORM(e)Insured–StateOrPoliticalSubdivision- AnyfailuretomakesuchPermits,butonlywithrespectto inspections,adjustments,testsoroperationsperformedbyyouoronyour servicingasthevendorhasagreedbehalfforwhichthestateorpolitical tomakeornormallyundertakestosubdivision hasissueda permit. makeintheusualcourseofbusiness,inconnectionwiththeb.Withrespecttotheinsuranceaffordedto distributionorsaleoftheproducts;theseadditionalinsureds,thefollowing (f)Demonstration,installation, additionalexclusions apply: servicingorrepairoperations, Thisinsurancedoes not apply to: exceptsuchoperationsperformed (1)"Bodilyinjury","propertydamage"or atthevendor'spremisesin "personalandadvertisinginjury" connectionwiththesaleofthearisingoutofoperationsperformedfor product;the stateor municipality;or (g)Productswhich,afterdistribution (2)"Bodilyinjury"or"propertydamage" orsalebyyou,havebeenlabeled includedinthe"product-completed orrelabeledorusedasa operations"hazard. container,partor ingredient of any 7.Additional Insured–Vendors otherthingorsubstancebyorfor the vendor; ora. C.WHO IS AN INSURED under Section isamendedtoincludeasanadditional (h)"Bodilyinjury"or"property insuredtheperson(s)ororganization(s) damage"arisingoutofthesole(referredtobelowasvendor)shown in the negligenceofthevendorforits DeclarationsasanAdditionalInsured- ownactsoromissionsorthoseof Vendor,butonlywithrespectto"bodily itsemployeesoranyoneelse injury"or"propertydamage"arisingoutof acting onits behalf. However, this"yourproducts"whicharedistributedor exclusiondoes not apply to:soldintheregularcourseofthevendor's (i)Theexceptionscontainedin businessandonlyifthisCoveragePart (d)(f)Subparagraphsor ;orprovidescoveragefor"bodilyinjury"or (ii)Suchinspections, "propertydamage"includedwithinthe adjustments,tests or servicing "products-completed operationshazard". asthevendorhasagreedto b.Theinsuranceaffordedtothevendoris makeornormallyundertakes subjecttothefollowingadditionalexclusions: tomakeintheusualcourseof (1)Thisinsurancedoes not apply to: business,inconnectionwiththedistributionorsaleofthe (a)"Bodilyinjury"or"property products.damage"forwhichthevendoris obligatedtopaydamagesby (2)Thisinsurancedoesnotapplytoany reasonoftheassumptionof insuredpersonororganizationfromliability in acontract or agreement. whomyouhaveacquiredsuch Thisexclusiondoesnotapplyto products,oranyingredient,partor liabilityfordamagesthatthe container,enteringinto, vendorwouldhaveintheabsence accompanyingorcontainingsuch of the contractor agreement; products.(b)Anyexpress warranty 8.Additional Insured–Controlling Interestunauthorizedby you; C.WHOISANINSUREDunderSectionis (c)Anyphysicalorchemicalchange amendedtoincludeasanadditionalinsured intheproductmadeintentionally theperson(s)ororganization(s)showninthe bythevendor; DeclarationsasanAdditionalInsured–ControllingInterest,butonlywithrespectto (d)Repackaging,unlessunpacked theirliability arisingoutof:solelyforthepurposeofinspection,demonstration,testing,orthe a.Theirfinancial controlofyou;or substitutionof partsunder b.Premisestheyown,maintainorcontrol instructionsfromthemanufacturer, whileyou lease oroccupy these premises.andthenrepackagedintheoriginalcontainer; FormSS 0008 0405 Page 19of24
DocuSign Envelope ID: 6E067743-EA6B-4AE1-BEA9-673AAD7A15E5250 BUSINESS LIABILITYCOVERAGE FORMThisinsurancedoesnotapplytostructural ThelimitsofinsurancethatapplytoadditionalD.alterations,newconstructionanddemolition insuredsaredescribedinSection–LimitsOfoperationsperformedbyorforthatpersonor Insurance.organization. Howthisinsuranceapplieswhenotherinsurance 9.AdditionalInsured–Owners,LesseesOr isavailabletoanadditionalinsuredisdescribedin Contractors–ScheduledPersonOr E.theOtherInsuranceConditioninSection–Organization LiabilityAndMedicalExpensesGeneral Conditions.a. C. WHO IS AN INSURED under Section is amendedtoincludeasanadditional G.LIABILITYANDMEDICALEXPENSES insuredtheperson(s)ororganization(s) DEFINITIONSshown in the Declarations as an Additional 1."Advertisement"meansthewidespreadpublic Insured–Owner,Lessees Or Contractors, disseminationofinformationorimagesthat butonlywithrespecttoliabilityfor"bodily hasthepurposeofinducingthesaleofgoods, injury","propertydamage"or"personal products orservicesthrough:andadvertisinginjury"caused,inwholeor inpart,byyouractsoromissionsorthe a. (1)Radio;actsoromissionsofthoseactingonyour (2)Television;behalf: (3)Billboard;(1)Intheperformanceofyourongoing (4)Magazine;operationsfortheadditional (5)Newspaper;insured(s);or b.TheInternet,butonlythatpartofaweb (2)Inconnectionwith"yourwork" sitethatisaboutgoods,productsor performedforthatadditionalinsured servicesforthepurposesofinducingthe andincludedwithinthe"products- sale of goods, products orservices; orcompletedoperationshazard",but c.Anyotherpublicationthatisgiven onlyifthisCoveragePartprovides widespread publicdistribution.coveragefor"bodilyinjury"or "propertydamage"includedwithinthe However, "advertisement"does not include:"products-completedoperations a.Thedesign,printedmaterial,information hazard". orimagescontainedin,onoruponthe b.Withrespecttotheinsuranceaffordedto packagingorlabelingofanygoodsor theseadditionalinsureds,thisinsurance products;ordoesnotapplyto"bodilyinjury","property b.Aninteractiveconversationbetweenordamage"or"personalanadvertising amongpersonsthroughacomputernetwork.injury"arisingoutoftherenderingof,or 2."Advertisingidea"meansanyideaforan thefailuretorender,anyprofessional "advertisement".architectural,engineeringorsurveying services,including: 3."Asbestoshazard"meansanexposureor threatofexposuretotheactualoralleged(1)Thepreparing,approving,orfailureto propertiesofasbestosandincludesthemere prepareorapprove,maps,shop presenceofasbestosinanyform.drawings,opinions,reports,surveys, fieldorders, change orders, designs or 4."Auto"meansalandmotorvehicle,traileror drawings andspecifications; or semi-trailerdesignedfortravelonpublic roads,includinganyattachedmachineryor (2)Supervisory,inspection,architectural equipment. But"auto"doesnotinclude orengineering activities. "mobile equipment".10.AdditionalInsured–Co-OwnerOfInsured5."Bodilyinjury" means physical:Premises a.Injury;C.WHOISANINSUREDunderSectionis amendedtoincludeasanadditionalinsured b.Sickness; ortheperson(s)orOrganization(s)showninthe c.DiseaseDeclarationsasanAdditionalInsured–Co- sustainedbyapersonand,ifarisingoutofthe OwnerOfInsuredPremises,butonlywith above, mental anguish ordeathatany time.respecttotheirliabilityasco-ownerofthepremisesshown in the Declarations. 6."Coverageterritory"means:
DocuSign Envelope ID: 6E067743-EA6B-4AE1-BEA9-673AAD7A15E5251 BUSINESS LIABILITYCOVERAGE FORMa. b.The United States of America(includingits Youhavefailedtofulfillthetermsofa territoriesandpossessions),PuertoRico contractor agreement;andCanada; ifsuch property canbe restored to useby:b.Internationalwaters orairspace, but only if a.Therepair,replacement,adjustmentor theinjuryordamageoccursinthecourse removalof"yourproduct"or"yourwork"; oftravelortransportationbetweenany ora.places includedinabove; b.Yourfulfillingthetermsofthecontractor c.Allotherpartsoftheworldiftheinjuryor agreement.damage arises out of: 12."Insured contract"means:(1)Goodsorproductsmadeorsoldbyyou a.Acontractforaleaseofpremises. a.intheterritorydescribedinabove; However,thatportionofthecontractfora (2)Theactivities of a person whose home leaseofpremisesthatindemnifiesany aisintheterritorydescribedin. personororganizationfordamagebyfire, above,butisawayforashorttimeon lightningorexplosiontopremiseswhileyourbusiness; or rentedtoyouortemporarilyoccupiedby (3)"Personalandadvertisinginjury" youwithpermissionoftheowneris offensesthattakeplacethroughthe subjecttotheDamageToPremises Internetorsimilarelectronicmeansof RentedToYoulimitdescribedinSection D.communication –LiabilityandMedicalExpensesLimits of Insurance.providedtheinsured'sresponsibilitytopay b.damagesisdeterminedintheUnitedStatesof Asidetrack agreement;America(includingitsterritoriesand c.Anyeasementorlicenseagreement,possessions),PuertoRicoorCanada,ina includinganeasementorlicense "suit"onthemeritsaccordingtothe agreementinconnectionwithconstruction substantivelawinsuchterritory,orina ordemolitionoperationsonorwithin50settlement weagree to. feetofa railroad;7."Electronicdata"meansinformation,factsor d.Anyobligation,asrequiredbyordinance, programs: toindemnifyamunicipality,exceptin a.Stored asor on; connectionwith workfora municipality;b.Created orused on; or e.Anelevator maintenance agreement; orc.Transmitted to orfrom f.Thatpartofanyothercontractor agreementpertainingtoyourbusiness computersoftware,includingsystemsand (includinganindemnificationofa applicationssoftware,hardorfloppydisks, municipalityinconnectionwithwork CD-ROMS,tapes,drives,cells,data performedforamunicipality)underwhichprocessingdevicesoranyothermediawhich youassumethetortliabilityofanother areusedwithelectronicallycontrolled partytopayfor"bodilyinjury"or"property equipment. damage"toathirdpersonororganization, 8."Employee"includesa"leasedworker". providedthe"bodilyinjury"or"property "Employee"doesnotincludea"temporary damage"iscaused,inwholeorinpart,by worker". youorbythoseactingonyourbehalf. 9."Executiveofficer"meansapersonholding Tortliabilitymeansaliabilitythatwould be anyoftheofficerpositionscreatedbyyour imposedbylawintheabsenceofany charter,constitution,by-lawsoranyother contractor agreement.similargoverningdocument. f.Paragraphincludesthatpartofany10."Hostilefire"meansonewhichbecomes contractoragreementthatindemnifiesa uncontrollableorbreaksoutfromwhereitwas railroadfor"bodilyinjury"or"propertyintendedtobe. damage"arisingoutofconstructionordemolitionoperationswithin50feetofany 11."Impairedproperty"meanstangibleproperty, railroadpropertyandaffectingany railroad otherthan"yourproduct"or"yourwork",that bridgeortrestle,tracks,road-beds,tunnel, cannot beused orislessuseful because: underpassor crossing.a.Itincorporates"yourproduct"or"yourwork" f.However,Paragraphdoesnotinclude thatisknownorthoughttobedefective, thatpartofany contractor agreement:deficient,inadequateordangerous;or FormSS 0008 0405 Page 21of24
DocuSign Envelope ID: 6E067743-EA6B-4AE1-BEA9-673AAD7A15E5252 BUSINESS LIABILITYCOVERAGE FORM(1) (1)Thatindemnifiesanarchitect, Powercranes,shovels,loaders, engineerorsurveyorforinjuryor diggers ordrills; ordamage arisingoutof: (2)Roadconstructionorresurfacing (a)Preparing,approvingorfailingto equipmentsuchasgraders,scrapers prepareorapprovemaps,shop orrollers;drawings, opinions, reports, e. a.b.c.d.Vehiclesnotdescribedin,,,orsurveys,fieldorders,change abovethatarenotself-propelledandareorders,designsordrawingsand maintainedprimarilytoprovidemobilityto specifications;or permanentlyattachedequipmentofthe (b)Givingdirectionsorinstructions, followingtypes:or failingtogivethem,if that is the (1)Air compressors, pumpsand primarycauseoftheinjuryor generators, includingspraying, damage;or welding,buildingcleaning,(2)Underwhichtheinsured,ifan geophysicalexploration,lightingand architect,engineerorsurveyor, wellservicing equipment;orassumesliabilityforaninjuryor (2)Cherrypickersandsimilardevices damagearisingoutoftheinsured's usedtoraiseor lower workers;renderingorfailuretorender f. a.b.c.d.Vehiclesnotdescribedin,,,orprofessionalservices,includingthose abovemaintainedprimarilyforpurposes (1)listedinaboveandsupervisory, otherthanthetransportationofpersonsorinspection,architecturalor cargo.engineeringactivities. However,self-propelledvehicleswiththe13."Leasedworker"meansapersonleasedto followingtypesofpermanentlyattached youbyalaborleasingfirmunderan equipmentarenot"mobileequipment"but agreementbetweenyouandthelaborleasing will beconsidered"autos":firm, to perform duties related to the conduct of (1)Equipment,ofatleast1,000pounds yourbusiness."Leasedworker"doesnot grossvehicleweight,designedincludea "temporaryworker". primarilyfor:14."Loadingorunloading"meansthehandlingof (a)Snowremoval;property: (b)Roadmaintenance,butnot a.Afteritismovedfromtheplacewhereitis construction orresurfacing;oracceptedformovementintoorontoan aircraft,watercraftor "auto"; (c)Streetcleaning;b.Whileit is in oron anaircraft, watercraft or (2)Cherrypickersandsimilardevices "auto";or mountedonautomobileortruck chassisandusedtoraiseorlower c.Whileitisbeingmovedfromanaircraft, workers; andwatercraftor"auto"totheplacewhere itis finallydelivered; (3)Air compressors, pumpsandgenerators, includingspraying, but"loadingorunloading"doesnotincludethe welding,buildingcleaning, movement of property by means of a mechanical geophysicalexploration,lightingand device,otherthanahandtruck,thatisnot wellservicing equipment.attachedtotheaircraft,watercraftor"auto". 16."Occurrence"meansanaccident,including15."Mobile equipment" means any ofthefollowing continuousorrepeatedexposuretosubstantiallytypesoflandvehicles,includinganyattached thesamegeneralharmfulconditions.machineryor equipment: 17."Personaland advertising injury" means injury, a.Bulldozers,farmmachinery,forkliftsand includingconsequential"bodilyinjury",arising othervehiclesdesignedforuseprincipally out of oneor more of the followingoffenses:offpublic roads; a.Falsearrest, detention orimprisonment;b.Vehiclesmaintainedforusesolelyonor next to premisesyou ownor rent; b.Maliciousprosecution;c.Vehicles thattravel oncrawlertreads;d.Vehicles,whetherself-propelledornot,on which arepermanentlymounted:
DocuSign Envelope ID: 6E067743-EA6B-4AE1-BEA9-673AAD7A15E5253 BUSINESS LIABILITYCOVERAGE FORMc.Thewrongfulevictionfrom,wrongfulentry Work thatmayneed service,maintenance, into,orinvasionoftherightofprivate correction,repairorreplacement,but occupancyofaroom,dwellingor whichisotherwisecomplete,willbe premisesthatthepersonoccupies, treatedas completed.committedbyoronbehalfofitsowner, The"bodilyinjury"or"propertydamage" landlordor lessor; mustoccurawayfrompremisesyouownd.Oral,writtenorelectronicpublicationof orrent,unlessyourbusinessincludesthe materialthatslandersorlibelsapersonor selling,handlingordistributionof"your organizationordisparagesaperson'sor product"forconsumptiononpremisesyou organization's goods, products orservices; ownor rent.e. b.Oral,writtenorelectronicpublicationof Doesnotinclude"bodilyinjury"or materialthatviolatesaperson'srightof "property damage" arisingoutof:privacy; (1)Thetransportationofproperty,unlessf.Copying,inyour"advertisement",a theinjuryordamagearisesoutofa person’sororganization’s"advertising conditioninoronavehiclenotowned idea" orstyle of "advertisement"; oroperatedbyyou,andthatcondition wascreatedbythe"loadingorg.Infringement of copyright, slogan, or title of unloading"ofthatvehiclebyany anyliteraryorartisticwork,inyour insured;or"advertisement"; or (2)Theexistenceoftools,uninstalled h.Discriminationorhumiliationthatresultsin equipmentorabandonedorunusedinjurytothefeelingsorreputationofa materials.naturalperson. 20."Property damage" means:18."Pollutants"meansanysolid,liquid,gaseousorthermalirritantorcontaminant,includingsmoke, a.Physicalinjurytotangibleproperty, vapor,soot,fumes,acids,alkalis,chemicalsand includingallresultinglossofuseofthat waste.Wasteincludesmaterialstoberecycled, property.Allsuchlossofuseshallbe reconditionedorreclaimed. deemedtooccuratthetimeofthe physicalinjury thatcaused it; or19."Products-completed operationshazard";b.Lossofuseoftangiblepropertythatisnot a.Includesall"bodilyinjury"and"property physicallyinjured.Allsuchlossofuse damage"occurringawayfrompremises shallbedeemedtooccuratthetimeof youownorrentandarisingoutof"your "occurrence"that causedit.product" or"your work"except: Asusedinthisdefinition,"electronicdata"is (1)Productsthatarestillinyourphysical not tangible property.possession;or 21."Suit"meansacivilproceedinginwhich(2)Workthathasnotyetbeencompleted damagesbecauseof"bodilyinjury","property orabandoned.However,"yourwork" damage"or"personalandadvertisinginjury" willbedeemedtobecompletedatthe towhichthisinsuranceappliesarealleged. earliest of the followingtimes: "Suit"includes:(a)Whenalloftheworkcalledforin a.Anarbitrationproceedinginwhichsuch yourcontract hasbeen completed. damagesareclaimedandtowhichthe (b)Whenall of the work to bedone atinsuredmustsubmitordoessubmitwiththejobsitehasbeencompletedif ourconsent; oryourcontractcallsforworkat b.Anyotheralternativedisputeresolution more than onejobsite. proceedinginwhichsuchdamagesare (c)When that part of the workdone at claimedandtowhichtheinsuredsubmits ajobsitehasbeenputtoits withour consent.intendedusebyanypersonor 22."Temporaryworker"meansapersonwhois organizationotherthananother furnishedtoyoutosubstituteforapermanentcontractororsubcontractor"employee"onleaveortomeetseasonalor working onthesameproject. short-termworkloadconditions.23."Volunteerworker" means aperson who:a.Is not your"employee"; FormSS 0008 0405 Page 23of24
DocuSign Envelope ID: 6E067743-EA6B-4AE1-BEA9-673AAD7A15E5254 BUSINESS LIABILITYCOVERAGE FORMb. (2)Donates his orher work; Theprovidingoforfailuretoprovide warnings orinstructions.c.Actsatthedirectionofandwithinthe c.scopeofduties determined byyou;and Doesnotincludevendingmachinesor d.Isnotpaidafee,salaryorother otherpropertyrentedtoorlocatedforthe compensationbyyouoranyoneelsefor useofothersbutnotsold.theirwork performedforyou. 25."Yourwork":24."Yourproduct": a.Means:a.Means: (1)Workoroperationsperformedbyyou (1)Any goodsor products,otherthanreal oron yourbehalf;andproperty, manufactured, sold, handled, (2)Materials, partsorequipment distributedor disposed of by: furnished in connectionwith suchwork (a)You; oroperations.(b) b.Otherstradingunderyourname; Includes:or (1)Warrantiesor representations made at (c)Apersonororganizationwhose anytimewithrespecttothefitness, businessorassetsyouhave quality,durability,performanceoruse acquired;and of "yourwork";and(2) (2)Containers(otherthanvehicles), Theprovidingoforfailuretoprovide materials, partsorequipment warnings orinstructions.furnishedinconnectionwithsuch goodsor products.b.Includes:(1)Warrantiesor representations made at anytimewithrespecttothefitness, quality,durability,performanceoruse of "yourproduct"; and
DocuSign Envelope ID: 6E067743-EA6B-4AE1-BEA9-673AAD7A15E5255 CIT
Y OF RICHMOND
Sanctuary City Compliance Statement
The undersigned, an authorized agent of (hereafter
"Contractor"), has had an opportunity to review the requirements of City of Richmond Ordinance 12-18 (hereafter "Sanctuary City Contracting Ordinance" or “SCCO”). C
ontractor understands
and agrees that the City may choose with whom it will maintain business relations and may refrain from contracting with any person or entity that provides Data Broker or Extreme Vetting services to the U.S. Immigration and Customs Enforcement Division of the United States Department of Homeland Security (“ICE”). Con tractor understands the meaning of the following terms used in the SCCO:
a. "Data Broker” means either of the following:
i. The collection of information, including personal information about consumers, from
a wide variety of sources for the purposes of reselling such information to their customers, which include both private-sector business and government agencies;
ii. The aggregation of data that was collected for another purpose from that for which it is ultimately used.
b. “Extrem e Vetting” means data mining, threat modeling, predictive risk analysis, or other similar services."
Contractor understands that it is not eligible to receive or retain a City contract if at the time the Contract is executed, or at any time during the term of the Contract, it provides Data Broker or Extreme Vetting services to ICE.
Contractor further understands and agrees that Contractor's failure to comply with the SCCO shall constitute a material default of the Contract and the City Manager may terminate the Contract and bar Contractor from bidding on future contracts with the City for five (5) years from the effective date of the contract termination.
By executing this Statement, Contractor certifies that it complies with the requirements of the SCCO and that if at any time during the term of the Contract it ceases to comply, Contractor will promptly notify the City Manager in writing.
Any person or entity who knowingly or willingly supplies false information in violation of the SCCO shall be guilty of a misdemeanor and subject to a $1,000 fine.
Based on the foregoing, the undersigned declares under penalty of perjury under the laws of the State of California that the foregoing is true and correct. Execu ted this day of , 20 , at , C alifornia.
Printed Name: Title:
Signed: Date:
Business Entity:
Vendor SCCO Compliance Statement (Augt2020)
Exhibit G
08/24/2023
Robert Stevens
Pleasanton
23 CSW Stuber-Stroeh Engineering Group, Inc.
24th
August
President/CEO
CSW Stuber-Stroeh Engineering group, Inc.
DocuSign Envelope ID: 6E067743-EA6B-4AE1-BEA9-673AAD7A15E5 256
February 6, 2024
Finance Department
DATE: February 6, 2024
TO: Mayor Martinez and Members of the City Council
FROM:
Nickie Mastay, Deputy City Manager, Internal Services
Andrea Miller, Director of Finance
Jerry Chak, Accounting Manager
Subject:
Investment and Cash Balance Report and Monthly
Overtime Reports for the Month of November 2023
FINANCIAL IMPACT: There is no fiscal impact due to this agenda item.
PREVIOUS COUNCIL
ACTION:
N/A
STATEMENT OF THE
ISSUE:
City staff is requesting that the City Council receive the City’s Investment and Cash Balance Report and Monthly
Overtime Reports for the month of November 2023.
RECOMMENDED ACTION:
RECEIVE the City’s Investment and Cash Balance
Report and Monthly Overtime Reports for the month of
November 2023 – Finance Department (Andrea Miller
510-620-6740).
DISCUSSION:
The Investment and Cash Balance Report is a monthly report of the City’s pooled cash balance. The Portfolio Management Report represents the monthly bank balances, along with market balances of permitted investments according to the City’s Investment Policy. Investment in the Local Agency Investment Fund (LAIF), money market, agency bonds, certificates of deposits, and corporate notes are all allowable and permitted according to the Investment Policy updated on October 17, 2023.
AGENDA
REPORT
257
February 6, 2024
DOCUMENTS ATTACHED:
Attachment 1 – Investment and Cash Balance Report for November 2023 Attachment 2 – Overtime Report for November 2023
Attachment 3 – Overtime Public Safety Report for November 2023 258
Finance Department – Treasury Division
M E M O R A N D U M
To: Mayor and Members of the City Council
From: Andrea Miller, Director of Finance
Jerry Chak, Accounting Manager
Date: February 6, 2024
Subject: MONTHLY CASH BALANCES & INVESTMENT REPORT –
November 2023
Enclosed for your information are the Investment Report, Portfolio Summary, and Comparative Cash Report for the month of November 2023 prepared by the City Treasurer pursuant to the statutory requirements of the State of California.
259
260
261
262
263
264
265
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268
6. Overtime Report ( All Funds ) ( November 2023)
PERIOD 5, NOVEMBER 2023
42% Threshold
ORIGINAL
BUDGET TRANSFERS REVISED
BUDGET
YTD
EXPENDED
AVAILABLE
BUDGET
PCT
GENERAL FUND (summary)
400031 OVERTIME/General 1,725,650 3,836 1,729,486 888,757 840,729 51% 400032 OVERTIME/Sworn 9,282,969 9,282,969 4,880,249 4,402,720 53% TOTAL GENERAL FUND 11,008,619 11,012,455 5,769,006 5,243,449 52% Overtime By Department
CITY CLERK
Administration 20,000 20,000 10,011 9,989 50% Two staff required for every council meeting - three staff required while the city clerk was out on leave 9-1-23 to 10-31-23
COMMUNITY DEVELOPMENT -
General Plan Code Enforcement 20,000 20,000 2,440 17,560 12%
FINANCE -
General Accounting - 1,321 (1,321) - Short-staffed. A budget transfer will be completed.
Payroll - 38,320 (38,320) - Short-staffed. Budget will be added at mid-year.
Treasury/Cash Management - - Accounts Payable 600 600 214 386 36% Revenue Collection 5,000 5,000 2,174 2,826 43% Short-staffed.
TOTAL FINANCE 5,600 - 5,600 42,029 (36,429) 751%
HUMAN RESOURCES
Administration 386 (386) - A budget transfer will be done to cover the actual.
POLICE
Administration 490,227 490,227 188,160 302,067 38% CAD Dispatch System 680,625 680,625 308,737 371,888 45% New hire training RM System 4,000 4,000 637 3,363 16% Parking Enforcement 6,000 6,000 1,001 4,999 17% Sworn Administration 4,800,000 4,800,000 2,823,278 1,976,722 59% Short-staffed, and events have continued to pick-up post-pandemic.
TOTAL POLICE 5,980,852 - 5,980,852 3,321,813 2,659,039 56% FIRE
Administration 2,000 2,000 2,000 0% Suppression - - 32,702 (32,702) - 7 Personnel's OT is being charged to general OT object (400031) instead of sworn OT (400032). Contacted payroll to correct the account string.
Sworn Suppression 4,453,872 4,453,872 2,036,280 2,417,592 46% Vacancies, Injury Leave, Vacation/CTO
6. Overtime Report ( All Funds ) ( November 2023)
42% Threshold
ORIGINAL
BUDGET TRANSFERS REVISED
BUDGET
YTD
EXPENDED
AVAILABLE
BUDGET
PCT
Sworn Prevention 29,097 29,097 7,909 21,188 27% Sworn Training 12,782 (12,782) - 1 Battalion Chief's OT is being charged to Training instead of Suppression.
Contacted payroll to correct the account string.
TOTAL FIRE 4,484,969 - 4,484,969 2,089,673 2,395,296 47%
PUBLIC WORKS & ENGINEERING SVCS
Facility Maintenance Administration - 118 (118) Stationary Engineers 10,000 10,000 5,713 4,287 57% Stationary Engineers had after hours calls Building Services 3,000 3,000 1,152 1,848 38% Utility Sections 132,000 132,000 79,899 52,101 61% Weekend cleaning of the Aquatic centers, stripping and waxing of floors at community centers.
Electric 25,000 25,000 10,636 14,364 43% After hours emergency calls.
Parks & Landscape Admin 200,000 200,000 125,761 74,239 63% Tree work and extensive weed abatement in various locations that are open spaces and busy roadways.
Streets Administration 36,000 (30,000) 6,000 49 5,951 1% Street Sweeping 1,100 1,100 189 911 17% Pavement Maintenance 41,447 10,000 51,447 15,156 36,291 29% Traffic Signs & Lines 4,885 20,000 24,885 9,306 15,579 37% Equipment Services 8,000 8,000 14,386 (6,386) 180% To catch up on outstanding work, clerical and maintenance.
Abatement Services 27,000 27,000 21,282 5,718 79% Abatement staff had Dumpster Day work on the 15th, 22nd and 29th TOTAL PUBLIC WORKS 488,432 - 488,432 283,647 204,785 58%
LIBRARY
Library Administration - - 3,993 (3,993) #DIV/0! Admin support fo Deputy City Manager, Library Commission, and staffing shortages.
COMMUNITY SERVICES
Recreation Services/Cities of Service - 23 (23) - Tool Lending Library OT Recreation Administration 500 500 898 (398) - Administrative staff were tabling at several weekend and evening events in July.
Booker T Center 250 250 250 0% Nevin Center 1,000 864 1,864 1,864 (0) 100% Short-staffed during summer camp Shields Reid 37 37 161 (123) 430% Short staffed during summer camp Recreation Complex 1,000 1,000 924 76 92% Short-staffed.
Parchester Center 200 250 450 317 133 71% Short-staffed.
May Valley Center - 1,155 (1,155) - Short-staffed.
Recreation DPRC 500 250 750 750 0% Senior Center 300 300 300 0% Senior Center Annex 250 250 116 134 46% Staff participated in fireworks events.
Aquatics 2,028 972 3,000 3,719 (719) 124% Short-staffed.
Convention Center - 2,850 (2,850) 100% Increased rentals required staff overtime Plunge 2,200 1,000 3,200 2,988 213 93% Short-staffed.
TOTAL COMMUNITY SERVICES 7,766 3,836 11,602 15,016 (3,414) 129%
6. Overtime Report ( All Funds ) ( November 2023)
42% Threshold
ORIGINAL
BUDGET TRANSFERS REVISED
BUDGET
YTD
EXPENDED
AVAILABLE
BUDGET
PCT
ECONOMIC DEVELOPMENT PROGRAM
Administration 1,000 1,000 1,000 0% TOTAL GENERAL FUND 11,008,619 3,836 11,012,455 5,769,006 5,243,448 52%
NON-GENERAL FUND
Overtime By Fund
1012 HILLTOP LANDSCAPE MAINT DIST 20,000 20,000 14,028 5,972 70% The Hilltop crew completed weed abatement around the lake and High Fire Zones
1015 MARINA BAY LNDSCP & LIGHT DIST 25,300 25,300 16,074 9,226 64% The Marina crew overtime was for the July 3rd and tree trimming/weed abatement
1018 RENT CONTROL 2,500 2,500 285 2,215 11% 1050 CR-PLANNING & BUILDING 9,500 9,500 1,089 8,411 11% 1055 ENCROACHMENT SVCS 8,000 8,000 7,349 651 92% To inspect services completed by PG&E and it corresponds with a permit and the funds should go back to that line
4003 WASTEWATER 7,500 7,500 7,216 284 96% Admin staff worked overtime providing support to Department assisting with reconciling invoices, contracts, etc. in preparation of year-end close 4404 RHA-NEVIN PLAZA - 1,414 (1,414) - On-call services from tenants after hours and weekends. 4405 RHA-NYSTROM VILLAGE - 2,582 (2,582) - On-call services from tenants after hours and weekends. 5001 INSURANCE RESERVES - 285 (285) - TOTAL NON-GENERAL FUNDS 72,800 - 72,800 50,320 22,480 69%
6.b. Overtime Report ( Public Safety) (November 2023)
City of Richmond
Public Safety Sworn Overtime
Fund: 0001 - General Fund
Period 1 2 3 4 5 6 7 8 9 10 11 12 Average
Month July August September October November December January February March April May June YTD YTD Remaining Monthly Target % 8% 17% 25% 33% 42% 50% 58% 67% 75% 83% 92% 100% Total $ Total % Budget Expense
ORIGINAL
BUDGET
REVISED
BUDGET
FY2016-17 Overtime - Sworn 3,169,000 3,169,000 313,703 373,243 423,224 469,661 339,483 327,177 348,075 361,458 349,723 365,735 425,407 563,317 4,660,206 147.1% (1,491,206) 388,350.51 FY2017-18 Overtime - Sworn 3,169,000 3,169,000 569,194 440,670 445,282 459,402 452,278 396,762 322,524 497,979 455,202 554,449 509,368 466,567 5,569,677 175.8% (2,400,677) 464,139.77 FY2018-19 Overtime - Sworn 3,433,019 3,433,019 482,143 537,369 655,866 437,794 524,577 430,398 367,322 512,595 422,587 497,767 536,209 505,966 5,910,593 172.2% (2,477,574) 492,549.39 FY2019-20 Overtime - Sworn 5,000,000 4,800,000 473,963 469,392 491,205 509,931 449,751 473,935 390,897 498,501 501,383 479,696 560,031 439,159 5,737,844 119.5% (937,844) 478,153.64 FY2020-21 Overtime - Sworn 5,000,000 3,533,043 275,202 246,822 296,775 382,618 306,787 278,293 205,529 303,631 307,092 357,284 323,537 368,366 3,651,936 103.4% (118,893) 304,328.00 FY2021-22 Overtime - Sworn 5,165,434 5,165,434 358,067 389,828 472,454 417,698 322,193 301,011 240,070 323,173 309,207 327,424 301,721 360,540 4,123,386 79.8% 1,042,048 343,615.51 POLICEFY2022-23 Overtime - Sworn 5,165,435 4,800,000 365,627 345,212 390,077 354,865 370,205 401,964 394,652 472,091 442,662 397,356 436,869 382,792 4,754,372 99.0% 45,628 396,197.67 FY2023-24 Overtime - Sworn 4,800,000 4,800,000 487,105 925,716 477,693 462,417 470,347 2,823,278 58.8% 1,976,722 564,655.62 FY2016-17 Overtime - Sworn 2,486,914 2,486,914 268,353 267,582 178,894 164,200 149,136 147,981 227,796 267,960 182,993 246,898 233,383 316,924 2,652,102 106.6% (165,188) 221,008.47 FY2017-18 Overtime - Sworn 2,486,914 2,486,914 268,465 345,174 291,221 359,542 367,182 310,508 336,315 176,449 132,298 196,306 203,912 166,108 3,153,480 126.8% (666,566) 262,789.99 FY2018-19 Overtime - Sworn 2,509,914 2,509,914 257,785 245,946 179,272 171,370 219,937 204,997 261,780 216,596 196,343 310,702 220,368 275,966 2,761,062 110.0% (251,148) 230,088.48 FY2019-20 Overtime - Sworn 4,305,402 2,509,914 295,166 277,886 286,016 300,083 332,654 382,084 347,492 328,467 350,709 302,505 264,571 325,335 3,792,969 151.1% (1,283,055) 316,080.74 FY2020-21 Overtime - Sworn 4,305,402 3,193,165 398,678 380,282 417,982 393,922 267,819 345,928 341,403 305,081 172,961 261,923 263,518 286,039 3,835,537 120.1% (642,372) 319,628.08 FY2021-22 Overtime - Sworn 3,629,097 4,334,499 334,236 434,974 358,578 358,251 352,789 327,832 427,404 396,618 297,215 351,463 715,688 429,890 4,784,938 110.4% (450,439) 398,744.82 FIREFY2022-23 Overtime - Sworn 4,334,499 4,334,499 444,959 444,457 414,638 401,115 402,116 379,882 443,531 475,560 339,814 398,079 369,477 435,057 4,948,685 114.2% (614,186) 412,390.41 FY2023-24 Overtime - Sworn 4,482,969 4,482,969 524,969 473,094 348,296 346,854 363,759 2,056,971 45.9% 2,425,998 411,394.21 FY2023-24 TOTAL 9,282,969 9,282,969 1,012,073 1,398,810 825,989 809,271 834,106 - - - - - - - 4,880,249 52.6% 4,402,720 2,440,124.59
BUDGET ACTUALS TOTAL
272
February 6, 2024
Human Resources
DATE: February 6, 2024
TO: Mayor Martinez and Members of the City Council
FROM:
Nickie Mastay, Deputy City Manager, Internal Services
Sharrone Taylor, Director of Human Resources
Subject:
Amend Staffing (Position Control) and Appropriate Funds as Required
FINANCIAL IMPACT: The fiscal impact for Community Development is $24,371, for Economic Development is $68,243, and
there is a salary savings of $9,002 in Finance. All
projections are approximations for five months, and the final fiscal impact will be determined once the vacancies are filled.
PREVIOUS COUNCIL
ACTION:
None
STATEMENT OF THE
ISSUE:
The City Council’s authorization is required to amend
staffing (position control) and appropriate funds.
RECOMMENDED ACTION:
ADOPT a resolution to amend staffing (position control) for the Community Development-Planning, Human
Resources, City Attorney, Economic Development, and
Finance Departments; and APPROPRIATE associated
salaries, wages, and benefits as required – Human
Resources Department (Nickie Mastay/ Sharrone Taylor
510-620-6602).
DISCUSSION:
To implement City Council policy direction, modifications to the City's position control are required. The City Council’s approval is required to approve revisions to position control and appropriate associated salaries, wages, and benefits as required.
AGENDA
REPORT
273
February 6, 2024
COMMUNITY DEVELOPMENT - PLANNING
The Community Development Department is requesting the reallocation of (1) Assistant/Associate Planner to (1) Senior Planner.
Senior Planner
This position is needed to begin reinstating the advance planning function within the Planning Division. The Planning Division currently does not have any staff that are fully dedicated to the development and implementation of long-range plans, policies, and programs. Adding this position will improve the Planning Division’s capacity to work on multiple long-range planning initiatives that align with the City Council’s Goals and Objectives, including economic development, housing, transportation, climate resiliency, and historic preservation. This position would also work on the implementation and aligning the Municipal Code with changes in State law. A dedicated advanced planning position will also allow existing staff in the current planning function to increase their focus on development application reviews.
CITY ATTORNEY’S OFFICE
The City Attorney’s Office is requesting the reallocation of (1) Administrative Services Coordinator to (1) Paralegal.
Paralegal
The City Attorney's Office reviewed their staffing needs. It has been determined that the department needs a Paralegal who will perform complex legal duties in the department.
Job duties would include assisting with discovery, service and processing of subpoenas, and litigation case management, inclusive of filing legal documents in state and federal courts, drafting, reviewing, and serving motions and legal documents, drafting and reviewing contracts for compliance, and calendaring case related-due dates. The Paralegal position will significantly improve office productivity and increase output and efficiency. This change has no fiscal impact.
HUMAN RESOURCES DEPARTMENT
The Human Resources Department is requesting the reallocation of (1) Employee Benefits Analyst to (1) Human Resources Analyst I/II.
Human Resources Analyst I/II
During the job description review, it was determined that the Employee Benefits Analyst job description should be updated and replaced with a general classification of Human Resources Analyst I/II. The City did not remove this classification because the incumbent performed the duties outlined in the Employee Benefits Analyst description.
This position is now vacant, and the Human Resources Department desires to 274
February 6, 2024
reallocate the vacancy to Human Resources Analyst I/II. Allocating this vacancy to Human Resources Analyst I/II will enable greater flexibility in recruiting for this position, allow for a broad range of job duties that will best serve the City of Richmond, and provide a promotional opportunity to existing staff. This change has no fiscal impact.
ECONOMIC DEVELOPMENT
The Economic Development Department is requesting the reallocation of (1) Economic Development Coordinator to (1) Senior Business Assistance Officer, and the addition of (1) Administrative Assistant.
Senior Business Assistance Officer
Upon approval of the request, the Economic Development Department will have one dedicated Senior Business Assistance Officer, which will be assigned to oversee general economic development programs, and the Port will also benefit from having one dedicated Senior Business Assistance Officer dedicated to Port activities for a total of two FTEs.
Administrative Assistant
The Arts and Culture division has flourished under the current leadership and will continue to grow with the establishment of the City’s first art district (per City Council direction) and endeavors to continue establishing attractive and relevant art installations throughout the City. The incumbent will assist with report writing, contract administration, invoice processing, and overall support of the division.
FINANCE DEPARTMENT
The Finance Department is requesting the reallocation of (1) Chief Accountant to (1) Senior Accountant.
Senior Accountant
The Finance Director desires to allocate the existing Chief Accountant vacancy to Senior Accountant. This position will be in the Treasury division and will support the team with high-level accounting tasks.
FISCAL IMPACT:
There is no fiscal impact for reallocating the Administrative Services Coordinator to Paralegal, or for reallocating the Employee Benefits Analyst to Personnel Analyst I/II.
The City Council must approve the budget appropriation for the difference between positions. Below is a table that illustrates the fiscal impact based on five months of salary to allow time for recruitment and onboarding. Below is an estimate, and the actual salary and benefits costs will be determined once the positions are filled. 275
February 6, 2024
Job Title Salary (Step 3) and Benefits (@80%)
5 Months - February to June
Senior Planner ~ $24,371
Paralegal No change
Senior Business Assistance Officer ~ $ 34,398
Administrative Assistant ~ $ 33,845
Human Resources Analyst I/II No change
Senior Accountant ~ $(9,002) savings
SUMMARY:
City staff recommend approval of the resolution amending position control which will modify position control in the following manner:
Position Control
Classification Department Unit
Delete 1 Asst/ Associate Planner Community Development - Planning
SEIU Local 1021 – General
Employees
Add 1 Senior Planner Community Development -
Planning
IFPTE Local 21 – Mid-
Management
Delete 1 Administrative Services
Coordinator City Attorney’s Office IFPTE Local 21 – Mid- Management
Add 1 Paralegal City Attorney’s Office SEIU Local 1021 – General Employees
Delete 1 Employee Benefits Analyst Human Resources IFPTE Local 21 – Mid- Management
Add 1 Human Resources Analyst I/II Human Resources IFPTE Local 21 – Mid- Management
Delete 1 Chief Accountant Finance Department IFPTE Local 21 – Mid- Management
Add 1 Senior Accountant Finance Department IFPTE Local 21 – Mid- Management
Delete 1 Economic Development
Coordinator Economic Development IFPTE Local 21 – Mid-
Management
Add 1 Senior Business Assistance
Officer Economic Development IFPTE Local 21 – Mid-
Management
Add Administrative Assistant Economic Development SEIU 1021- General Employees
In addition, City staff are requesting an appropriation of the required wages, salaries, and benefits, as required.
DOCUMENTS ATTACHED:
Attachment 1 – Resolution Amending Position Control
276
RESOLUTION NO. _____
RESOLUTION OF THE COUNCIL OF THE CITY OF RICHMOND, CALIFORNIA AMENDING THE CITY’S POSITION CONTROL LIST
WHEREAS, pursuant to Article IV Section 1(b)(1) of the City Charter, the City Manager has the responsibility to manage all affairs of the City's operations, and appoint employees when necessary for the good service of the City; and
WHEREAS, pursuant to City Resolution No. 148-20, the City Manager has the authority to make appropriate administrative changes to the City’s position control list; and
WHEREAS, the City Manager has determined that certain amendments to the position control list are necessary to meet the operational needs of the City.
NOW, THEREFORE, BE IT RESOLVED, that the Richmond City Council authorizes the City Manager to modify the position control in order to meet the operational needs of the City; and
BE IT FURTHER RESOLVED, that, effective February 6, 2024, the City’s position control is hereby revised to add the following positions:
Classification Department Bargaining Group
Senior Planner Community Development - Planning IFPTE Local 21- Mid-Management Paralegal City Attorney’s Office SEIU Local 1021 – General Employees
Human Resources Analyst I/II Human Resources IFPTE Local 21- Mid-Management Senior Accountant Finance IFPTE Local 21- Mid-Management Senior Business Assistance Officer Economic Development IFPTE Local 21 – Mid- Management
Administrative Assistant Economic Development SEIU Local 1021- General Employees
BE IT FURTHER RESOLVED, that, effective February 6, 2024, the City’s position control is hereby revised to delete the following positions:
Classification Department Bargaining Group
Asst/Associate Planner Community Development - Planning SEIU Local 1021 – General Employees
Administrative Services
Coordinator City Attorney’s Office SEIU Local 1021 – General Employees
Employee Benefits Analyst Human Resources IFPTE Local 21- Mid-Management Chief Accountant Finance IFPTE Local 21- Mid-Management Economic Development
Coordinator Economic Development IFPTE Local 21- Mid-Management 277
-----------
I hereby certify that the foregoing Resolution was passed and adopted by the Council of the City of Richmond at a regular meeting thereof held by the following vote:
AYES:
NOES:
ABSTENTIONS:
ABSENT:
_____________________________
CLERK OF THE CITY OF RICHMOND
(SEAL)
Approved:
____________________
Mayor
Approved as to form:
____________________
City Attorney
278
February 6, 2024
Library and Community Services
DATE: February 6, 2024
TO: Mayor Martinez and Members of the City Council
FROM:
LaShonda White, Deputy City Manager of Community
Services
Kate Eppler, Deputy Director of Community Services -
Library
Subject:
Appropriate $400,000 in Environmental and Community
Investment Agreement Funds to Support the Purchase of
an Electric Bookmobile
FINANCIAL IMPACT: The total estimated cost related to the electric bookmobile project is $682,638. The purchase of the
bookmobile is $624,638, and the cost of installing
appropriate charging capacity in the bookmobile garage
is estimated at $58,000. The project is funded in part by a $250,000 grant from the California State Library
(10545055 400705 24G09), and $70,000 from the Library
Impact Fees (21741055 400705 24G09). Staff is
requesting an appropriation of up to $400,000 from the
ECIA Transportation Fund to cover the remaining cost of this project ($362,638 to cover the balance of the
estimated project cost and $37,362 as contingency -
11785051 400201 2A109).
PREVIOUS COUNCIL
ACTION:
June 7, 2022
STATEMENT OF THE
ISSUE:
In accordance with the City’s zero emissions goals, the Library plans to leverage a grant from the California State Library to purchase an all-electric bookmobile to provide mobile library service in Richmond. The total cost of the new vehicle, as well as charging capacity to support the vehicle, will require supplemental funding from the
AGENDA
REPORT
279
February 6, 2024
Environmental and Community Investment Agreement
(ECIA).
RECOMMENDED ACTION:
ADOPT a resolution to appropriate $400,000 in
Environmental and Community Investment Agreement
Funds from the transportation category for construction of an electric bookmobile and installation of associated
charging equipment – Community Services Department
(Kate Eppler 510-620-5452/LaShonda White 510-620-
6828).
DISCUSSION:
On June 7, 2022, the City approved a resolution to accept and appropriate a $250,000 grant from the California State Library for purchase of a new bookmobile for Richmond Public Library (Resolution 74-22). The Library’s existing bookmobile, which has been in service since 1993, no longer meets state emissions standards and is inoperable. The project is additionally funded by $70,000 in grant matching funds from Library impact fees. Library staff would like to purchase an all-electric bookmobile.
The City of Richmond, through its Climate Action Plan and various council actions, has indicated its support for lowering greenhouse gas emissions and green innovation. The all-electric bookmobile will support these goals by enabling mobile library services with zero tailpipe emissions and providing a model for the various uses of electric vehicles.
The electric bookmobile will have a range of 150-miles on a full charge and an 8- year/150,000 mile warranty.
Working with a consultant from Specialty Vehicle Services, the Library developed specifications for an electric bookmobile. Through an approved procurement process, the Library, in collaboration with Public Works Fleet Division, will select a vendor that is best suited to deliver the bookmobile that will effectively serve Library and community needs. The plan is to select a vendor by early March 2024, and bring a contract to Council for approval in April 2024. The estimated completion time for the bookmobile is 24 months; with a plan to deliver the vehicle by March 31, 2026. The estimated cost of the electric bookmobile is $624,638.
The bookmobile garage is currently located at 330 25th Street and is in need of improvements to allow for appropriate charging of the electric bookmobile. A dedicated charging station for the vehicle will require installation of a 30KW charger and a transformer to provide the necessary voltage. The estimated cost to install necessary charging equipment is estimated at $58,000. Library staff has worked closely with Public Works on this project and will continue to do so. Costs for these upgrades are included in this ECIA funding request.
280
February 6, 2024
The total estimated cost for the entire project is $682,638 ($624,638 for the bookmobile and $58,000 for charging equipment). A total of $320,000 is available through the State Library grant and library impact fees, which leaves a significant gap for the purchase of the vehicle. If approved, the requested appropriation of $400,000 from the Environmental and Community Investment Agreement (ECIA) will cover the project cap and allow for a project contingency as the costs provided are estimates. There is sufficient funding available in the transportation category of ECIA fund to cover this request, and any unspent funds will remain with the ECIA fund.
DOCUMENTS ATTACHED:
Attachment 1 –Resolution to Appropriate $400,000 in ECIA Funds to Support Purchase of an Electric Bookmobile
Attachment 2 – Original Grant Agreement
Attachment 3 – Amended Grant Agreement (time only)
281
Reso. No. XX-24
RESOLUTION NO. XX-24
A RESOLUTION OF THE COUNCIL OF THE CITY OF RICHMOND, CALIFORNIA, TO APPROPRIATE $400,000 IN ENVIRONMENTAL AND COMMUNITY
AGREEMENT FUNDS TO SUPPORT PURCHASE OF AN ELECTRIC BOOKMOBILE
FOR RICHMOND PUBLIC LIBRARY
WHEREAS, the mobile library service and outreach promotes literacy, equity, and love of reading; and
WHEREAS, the Library’s existing bookmobile, which has been in service since 1993, no longer meets state emissions standards and is inoperable; and
WHEREAS, the City of Richmond’s Climate Action Plan strategy TL7 (Promote Low- Carbon Vehicles and Fuels) calls for greater support for and use of zero-emissions electric vehicles; and
WHEREAS, the Library would like to purchase an all-electric bookmobile; and
WHEREAS, on June 7, 2022, the City Council approved a resolution to accept and appropriate a $250,000 grant from the California State Library for pre-approved expenses, including the procurement of a bookmobile; and
WHEREAS, on September 1, 2022, the City of Richmond entered into a Grant Agreement with the California State Library (“Grant Agreement”) to receive certain grant monies; and
WHEREAS, on December 7, 2023, the City of Richmond and California State Library amended the Grant Agreement to extend the term for the City to use related grant funds through March 31, 2026; and
WHEREAS, through an approved procurement process, the City will select a vendor that is best suited to deliver the bookmobile that will effectively serve Library and community needs; and
WHEREAS, the Richmond Public Library has the opportunity to leverage grant funding from the California State Library towards the purchase of an all-electric bookmobile; and
WHEREAS, the Environmental and Community Investment Agreement was established to support green initiatives in the City of Richmond.
NOW, THEREFORE, BE IT RESOLVED that four hundred thousand dollars ($400,000) in Environmental and Community Investment Agreement funds be appropriated for the purchase and support of an all-electric Bookmobile to provide mobile library service to citizens in Richmond.
282
Reso. No. XX-24
**********************
***THE CITY CLERK’S OFFICE WILL COMPLETE THE INFORMATION BELOW***
I certify that the foregoing resolution was passed and adopted by the Council of the City of Richmond at a regular meeting thereof held Xxxxxxxx XX, 2024, by the following vote:
AYES:
NOES:
ABSTENTIONS:
ABSENT:
CLERK OF THE CITY OF RICHMOND
(SEAL)
Approved:
Mayor
Approved as to form:
City Attorney
State of California }
County of Contra Costa : ss.
City of Richmond }
I certify that the foregoing is a true copy of Resolution No. XX-24, finally passed and adopted by the Council of the City of Richmond at a regular meeting held on Xxxxxxxx XX, 2024.
Pamela Christian, Clerk of the City of Richmond
283
STATE FUNDED GRANTS
AWARD AGREEMENT AND
CERTIFICATE OF COMPLIANCE
DocuSign Envelope ID: 5721BFAE-8E19-4B9D-AEDD-E0F0269370EE 284
City of Richmond
A New Bookmobile for Richmond Kids
2021-2022 ST-OOST-21-15
TABLE OF CONTENTS
PROJECT SUMMARY
2 PROCEDURES AND REQUIRMENTS
A.
Term of the Agreement 3
B.
Scope of Work
3 C.
Budget Detail
3 D.
Narrative and Financial Reports
4 E.
Claim Form and Payment
5 EXHIBIT A: TERMS AND CONDITIONS
7 EXHIBIT B: CERTIFICATION AND COMPLIANCE FORM
22 Certification 25
EXHIBIT C: STATE REIMBURSABLE TRAVEL EXPENSES
27 DocuSign Envelope ID: 5721BFAE-8E19-4B9D-AEDD-E0F0269370EE 285
City of Richmond
A New Bookmobile for Richmond Kids
2021-2022 ST-OOST-21-15
PROJECT SUMMARY
AWARD AGREEMENT BETWEEN THE STATE LIBRARY and City of Richmond for the A New Bookmobile for Richmond Kids project.
AWARD AGREEMENT NUMBER ST-OOST-21-15
This Award Agreement (“Agreement”) is entered into on Execution of this agreement by and between the California State Library (“State Library”) and City of Richmond, (“Grantee”).
This Award Agreement pertains to Grantee’s State-funded A New Bookmobile for Richmond Kids project.
The Library Development Services Bureau (“LDS”) of the State Library administers state and federal funds in the form of awards.
The Grantee was selected by the State Library to receive state grant funds in the amount of $250,000 through the process adopted by the State Library in administering such grants.
The State Library and the Grantee, for the consideration and under the conditions hereinafter set forth in the Grant Agreement, agree as follows:
DocuSign Envelope ID: 5721BFAE-8E19-4B9D-AEDD-E0F0269370EE 286
City of Richmond
A New Bookmobile for Richmond Kids
2021-2022 ST-OOST-21-15
PROCEDURES and REQUIREMENTS
A. Term of the Agreement
The Grant term begins on the date of execution of the Agreement by both parties, until 3/31/2024. If completion of the project occurs prior to the end of the grant period this will be the end date of the term of this agreement. Grant eligible program expenditures may begin no earlier than the start date. The project period ends on 3/31/2024 and all eligible program costs must be incurred by this date.
B. Scope of Work
1. Grantee agrees to perform all activities specifically identified in the Grantee’s application and submitted to the State Library in response to the Stronger Together: Out of School Time Grant.
2. The following activities and deliverables to be performed by the Grantee include, but are not limited to the following:
• Maintain and keep records of expenditures related to the grant that are consistent with Generally Acceptable Accounting Practices (GAAP). • Make financial records available to the State Library upon request. • Work with the State Library staff to assure that funds are disbursed in compliance with the purpose of the grant.
• Prepare and submit required narrative and financial reports. • Procure equipment, and other supplies as needed for the project. • Issue contracts for services, personnel, and consultants as needed for the project.
• If applicable, make payments for services, including for hours worked and travel reimbursements, to consultants and contractors.
• Oversee the implementation of project activities.
C. Budget Detail
The State Library shall provide the Grantee funding for the expenses incurred in performing the Scope of Work and activities specified in the Grantee’s application. The Grantee shall request the distribution of grant funding consistent with its proposal and the budget worksheet that was included with the application. Under no circumstances shall payments exceed the total grant amount identified in this Agreement.
DocuSign Envelope ID: 5721BFAE-8E19-4B9D-AEDD-E0F0269370EE 287
City of Richmond
A New Bookmobile for Richmond Kids
2021-2022 ST-OOST-21-15
D. Narrative and Financial Reports
1. The Grantee shall be responsible for submission of interim and final narrative and financial reports on the progress and activities of the project, to the California State Library, using the sample report documents provided by the California State Library.
2. All the reports must be current, include all required sections and documents, and must be approved by the Grant Monitor before any payment request can be processed. Failure to comply with the specified reporting requirements may be considered a breach of this Agreement and result in the termination of the Agreement or rejection of the payment request and/or forfeiture by the Grantee of claims for costs incurred that might otherwise have been eligible for grant funding. Any problems or delays must be reported immediately to the Grant Monitor. The financial reports shall reflect the expenditures made by the Grantee under the Agreement and may be incorporated into the same reporting structure as the narrative reports.
3. The reports shall be submitted by the following dates:
Reporting Period Report Due Date
Project start date -
August
1st Financial and Mid Project Program
Narrative Report Due
8/1/2022
September -
January
2nd Financial and Mid Project Program
Narrative Report Due
1/31/2023
February - July 3rd Financial and Mid Project Program
Narrative Report Due
7/31/2023
July – Project End
Date
Final Financial Report, Expenditure Detail
Report and Final Program Narrative Report
Due
4/30/2024
4. Failure to submit timely reports with the appropriate documentation by the due date may result in rejection of the payment request and/or forfeiture by the Grantee of claims for costs incurred that might otherwise have been eligible for grant funding.
5. The Grantee agrees to maintain records and supporting documentation pertaining to the performance of this grant, subject to possible audit for a minimum of five (5) years after final payment date or grant term end date, whichever is later. Please refer to Exhibit A, Terms and Conditions for more information.
E. Claim Form and Payment
DocuSign Envelope ID: 5721BFAE-8E19-4B9D-AEDD-E0F0269370EE 288
City of Richmond
A New Bookmobile for Richmond Kids
2021-2022 ST-OOST-21-15
1. The California State Library shall provide the Grantee payment as outlined in the payment schedule only if all requirements for claiming the funds as outline in this document have been met, and only for those activities and costs specified in the approved award application.
2. The Grantee shall complete, sign, and submit Certification of Compliance form (Exhibit B) and the Financial Claim form (included in your award packet), to the California State Library within 14 days of receiving this award packet. These forms will be issued, signed, and submitted using the online signature and agreement platform, DocuSign, unless DocuSign is unallowable or inconsistent with practices and policies of the local jurisdiction. If the use of DocuSign is not acceptable to your organization, please contact your grant monitor regarding alternate options.
3. Any of the sums appearing under the categories in the approved budget may be adjusted with prior authorization from the California State Library Grant Monitor. This would be to increase the allotment with the understanding that there will be corresponding decreases in the other allotments so that the total amount paid by the California State Library to the Grantee under this Agreement shall not exceed the awarded amount, which shall be expended/encumbered during the grant period.
4. If the payment amount made by the California State Library exceeds the actual expenses incurred during the term of this Agreement, as reflected in the financial reports to be filed by the Grantee, the Grantee shall immediately refund the excess payment amount to the California State Library.
5. The Award payments will only be made to the Grantee. It is the Grantee’s responsibility to pay all contractors and subcontractors for purchased goods and services.
6. The Final Payment of 10% will be withheld and retained by the California State Library until all conditions agreed upon in this Agreement, including submission and grant monitor approval of the interim and final narrative and financial reports, have been satisfied.
7. Prompt Payment Clause
The California State Library will make payments to the Grantee in accordance with the Prompt Payment Clause under Government Code, section 927, et. seq.
The Grantee may typically expect payment within 45 days from the date a grant payment request is properly submitted and approved by the Grant Monitor.
8. Budget Contingency Clause
a. It is mutually agreed that if the Budget Act of the current fiscal year or any subsequent years covered under this Agreement does not appropriate sufficient funds for the program, this Agreement shall no longer be in full force and effect. In this event, the California State Library shall have no liability to DocuSign Envelope ID: 5721BFAE-8E19-4B9D-AEDD-E0F0269370EE 289
City of Richmond
A New Bookmobile for Richmond Kids
2021-2022 ST-OOST-21-15
pay any funds whatsoever to the Grantee or to furnish any other considerations under this Agreement and the Grantee shall not be obligated to perform any provisions of this Agreement.
b. If funding for any fiscal year is reduced or deleted by the Budget Act for purposes of this Program, the California State Library shall have the option to either cancel this Agreement with no liability occurring to itself or offer an Agreement amendment to the Grantee to reflect the reduced amount.
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EXHIBIT A: TERMS and CONDITIONS
1. Accessibility: The State is responsible for ensuring that public websites are accessible to both the general public and state employees, including persons with disabilities. Grantee shall assist the State in meeting its responsibility. Therefore, all project materials generated by state funded programs must meet the California Accessibility Standards. Additionally all project materials designed, developed, and maintained shall be in compliance with the California Government Code, sections 7405 and 11135, and the Web Content Accessibility Guidelines 2.0, or a subsequent version, as published by the Web Accessibility Initiative of the World Wide Web Consortium at a minimum Level AA success criteria.
However, if for some reason project material is not generated to be in compliance to meet these standards, please still submit it to the State Library. When submitting the material make sure to note that the material is not accessible by including “NOT ACCESSIBLE” in the file name.
The California State Library reserves the right to post project materials to its website that are in compliance with these standards.
2. Acknowledgment: The State of California and the California State Library shall be acknowledged in all promotional materials and publications related to the Statewide Broadband Services Program.
a. Grant award recipients must ensure that the State of California receives full credit as the source of funds and that the California State Library, likewise, is acknowledged as the administrator.
b. Publications and information releases about the project must credit the State of California. An appropriate statement for a publication or project press release is:
“This [publication/project] was supported in whole or in part by funding provided by the State of California, administered by the California State Library.”
Grantees must include the above statement in any publications, vehicle wraps, and promotional materials, including websites. If space is limited the State Library logo and the following shortened acknowledgement statement is acceptable:
“Funding provided by the State of California.”
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c. This credit line on products of a project, such as materials, is important to foster support from the public, and state funding sources. d. California State Library Logo: Use of the California State Library logo, which can be downloaded on the California State Library website, is required on any publication, vehicle wrap, or promotional material along with the above statement(s).
e. Photo Documentation: Digital photos are a great way to document the happenings of your project. It is recommended that you use a photo release form when taking photos of the public. You may use your library’s photo release form, or contact your grant monitor for the State Library’s form.
3. Agency: In the performance of this Agreement the Grantee and it’s agents and employees shall act in an independent capacity and not as officers, employees or agents of the California State Library. The Grantee is solely responsible for all activities supported by the grant. Nothing in this Agreement creates a partnership, agency, joint venture, employment, or any other type of relationship between the parties. The Grantee shall not represent itself as an agent of the California State Library for any purpose, and has no authority to bind the State Library in any manner whatsoever.
4. Amendment: No amendment or variation of the terms of this Agreement shall be valid unless made in writing, signed by the parties, and approved as required.
No oral understanding or agreement not incorporated into this Agreement is binding on any of the parties. This Agreement may be amended, modified or augmented by mutual consent of the parties, subject to the requirements and restrictions of this paragraph.
5. Applicable law: The laws of the State of California shall govern all proceedings concerning the validity and operation of this Agreement and the performance of the obligations imposed upon the parties hereunder. The parties hereby waive any right to any other venue. The place where the Agreement is entered into and place where the obligation is incurred is Sacramento County, California.
6. Assignment, Successors, and Assigns: The Grantee may not assign this Agreement or delegate its performance to any third-party person or entity, either in whole or in part, without the California State Library’s prior written consent. The provisions of this Agreement shall be binding upon and inure to the benefit of the California State Library, the Grantee, and their respective successors and assigns.
7. Audit and Records Access: The Grantee agrees that the California State Library, the Department of General Services, the State Auditor, or their designated representatives shall have the right to review, audit, inspect and copy any records and supporting documentation pertaining to the performance of this Agreement. The Grantee agrees to maintain such records for possible audit for a minimum of five (5) years after the final payment, or grant term end date, whichever is later, unless a longer period of records retention is stipulated, or until DocuSign Envelope ID: 5721BFAE-8E19-4B9D-AEDD-E0F0269370EE 292
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completion of any action and resolution of all issues which may arise as a result of any litigation, dispute, or audit, whichever is later. The Grantee agrees to allow the auditor(s) access to such records during normal business hours and to allow interviews of any employees who might reasonably have information related to such records. Further, the Grantee agrees to include a similar right of the State to audit records and interview staff in any subcontract related to performance of this Agreement.
Examples of audit documentation may include, but not limited to, competitive bids, grant amendments, if any, relating to the budget or work plan, copies of any agreements with contractors or subcontractors if utilized, expenditure ledger, payroll register entries, time sheets, personnel expenditure summary form, travel expense log, paid warrants, contracts and change orders, samples of items and materials developed with grant funds, invoices and/or cancelled checks.
8. Authorized Representative: Grantee and the California State Library mutually represent that their authorized representatives have the requisite legal authority to sign on their organization’s behalf.
9. Communication: All communications from either party, including an interim check-in at any time during the grant term, shall be directed to the respective grant manager or representative of the California State Library or Grantee. For this purpose, the following contact information is provided below:
City of Richmond
LaShonda White
Richmond Public Library 325 Civic
Center Plaza
Richmond, 94804
(510) 620-6828
[email protected]
a.us
California State Library
Robyn McCreight
900 N Street
Sacramento, CA 95814
916-603-6716
[email protected]
10. Confidentiality: Grantee will maintain as confidential any material it receives or produces that is marked Confidential or is inherently confidential or is protected by privilege. Grantee agrees to alert the State Library to this status in advance, and State Library agrees to maintain this status in conformity with the Public Records Act.
11. Contractor and Subcontractors: Nothing contained in this Grant Agreement or otherwise shall create any contractual relation between the State and any contractor or subcontractors, and no contract or subcontract shall relieve the Grantee of his or her responsibilities and obligations hereunder. The Grantee agrees to be as fully responsible to the State for the acts and omissions of its contractors, subcontractors, volunteers, student interns and of persons either DocuSign Envelope ID: 5721BFAE-8E19-4B9D-AEDD-E0F0269370EE 293
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directly or indirectly employed by any of them as it is for the acts and omissions of persons directly employed by the Grantee. The Grantee’s obligation to pay its contractors and subcontractors is an independent obligation from the State’s obligation to make payments to the Grantee. As a result, the State shall have no obligation to pay or to enforce the payment of any monies to any contractor or subcontractor.
12. Copyright: Grantee owns and retains titles to any copyrights or copyrightable material from any original works that it creates within the scope of this Agreement in accordance with the federal Copyright Act. (17 U.S.C. 101, et seq.) Grantee is responsible for obtaining any necessary licenses, permissions, releases or authorizations to use text, images, or other materials owned, copyrighted, or trademarked by third parties and for extending such licenses, permissions, releases, or authorizations to the California State Library pursuant to this section. Also, the California State Library may upload, post or transmit copyrighted material produced or purchased with grant funds on a California State Library website for public access and viewing.
13. Discharge of Grant Obligations: The Grantee's obligations under this Agreement shall be deemed discharged only upon acceptance of the final report by California State Library. If the Grantee is a non-profit entity, the Grantee’s Board of Directors shall accept and certify as accurate the final report prior to its submission to California State Library.
14. Dispute Resolution: In the event of a dispute, Grantee will discuss the problem informally with the Grant Monitor. If unresolved, the Grantee shall file a written “Notice of Dispute” with the State Library Grant Monitor within ten (10) days of discovery of the problem. Within ten (10) days of receipt, the Grant Monitor shall meet with the Grantee for purposes of resolving the dispute. Any dispute arising under the terms of this Agreement which is not disposed of within a reasonable period of time, the Grantee may bring it to the attention of the State Librarian or the designated representative. The decision of the State Librarian or designated representative shall be final. Unless otherwise instructed by the Grant Monitor, the Grantee shall continue with its responsibilities under this Agreement during any dispute.
15. Drug-free Workplace: The Grantee certifies under penalty of perjury under the laws of California, that the Grantee will comply with the requirements of the Drug-Free Workplace Act of 1990 (Gov. Code, § 8350 et. seq.) and will provide a drug-free workplace by taking the following actions:
a. Publish a statement notifying employees that unlawful manufacture, distribution, dispensation, possession or use of a controlled substance is prohibited and specifying actions to be taken against employees for violations.
b. Establish a Drug-Free Awareness Program to inform employees about all of the following:
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1) The dangers of drug abuse in the workplace.
2) The Grantee’s policy of maintaining a drug-free workplace; 3) Any available counseling, rehabilitation and employee assistance programs.
4) Penalties that may be imposed upon employees for drug abuse violations.
c. Require that every employee who works on the Agreement will:
1) Receive a copy of the Grantee’s drug-free workplace policy statement.
2) Agrees to abide by the terms of the Grantee’s statement as a condition of employment on the Agreement.
Failure to comply with these requirements may result in suspension of payments under the Agreement or termination of the Agreement or both and grantee may be ineligible for award of any future state agreements if the California State Library determines that the grantee has made a false certification or violated the certification by failing to carry out the requirements as noted above.
16. Effectiveness of Agreement: This Agreement is of no force or effect until signed by both parties.
17. Entire Agreement: This Agreement supersedes all prior agreements, oral or written, made with respect to the subject hereof and, together with all attachments hereto, contains the entire agreement of the parties.
18. Exclusive Agreement: This is the entire Agreement between the California State Library and Grantee.
19. Extension: The State Librarian or designee may extend the final deadline for good cause. The Grantee’s request for an extension of the grant period must be made in writing and received by the California State Library at least 30 days prior to the final deadline.
20. Failure to Perform: The grant being utilized by the Grantee is to benefit the A New Bookmobile for Richmond Kids. If the Grant Monitor determines the Grantee has not complied with this Agreement, the Grantee may forfeit the right to reimbursement of any grant funds not already paid by the California State Library, including, but not limited to, the ten percent (10%) withhold.
21. Federal and State Taxes: The State Library shall not:
a. Withhold Federal Insurance Contributions Act (FICA) payments from Grantee’s payments or make FICA payments on the Grantee’s behalf; or
b. Make Federal or State unemployment insurance contributions on Grantee’s behalf; or
c. Withhold Federal or State income taxes from Grantee’s payments DocuSign Envelope ID: 5721BFAE-8E19-4B9D-AEDD-E0F0269370EE 295
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