December 17, 2024
Community Development
DATE: December 17, 2024
TO: Mayor Martinez and Members of the City Council
FROM:
Lina Velasco, Director of Community Development
Jesus Morales, Housing Manager
Subject:
Partnership for the Bay’s Future (PBF) Memorandum of
Understanding
FINANCIAL IMPACT: The City was awarded a two-year Housing Fellow to work on specific housing-related policies. The Housing Fellow will be an employee of Coro Northern California and will be set up to work as a volunteer within the Housing
Division.
PREVIOUS COUNCIL
ACTION:
None
STATEMENT OF THE
ISSUE:
The City of Richmond applied for and was awarded a
Partnership for the Bay’s Future (PBF) Housing Fellow by the PBF Policy Fund to work on specified housing-related policies. The granting agency requires the City of
Richmond to enter into a Memorandum of Understanding
(MOU); therefore, staff is seeking Council authorization to enter into this MOU.
RECOMMENDED ACTION:
ADOPT a Resolution authorizing the city manager to
execute a Memorandum of Understanding (MOU) with
the San Francisco Foundation and Coro Northern
California for a Partnership for the Bay’s Future Housing Fellow to work on housing Preservation, Production, and Protection policies – Community Development
Department (Lina Velasco/Jesus Morales 510-620-6649).
AGENDA
REPORT
594
December 17, 2024
DISCUSSION:
In August 2024, the City, along with two community partners, Richmond LAND and Alliance of Californians for Community Empowerment (ACCE), submitted two separate applications seeking a Housing Fellow to support the research and evaluation of policies focused on Production and Protection of housing in the City of Richmond. The City was awarded one Housing Fellow with the option of combining the work plans.
Summary of Planned Housing Policy Work
The final work plan for the housing fellow is under development with the community partners and PBF Policy Fund program so is subject to modification and refinement.
It is anticipated that the PBF Housing Fellow will follow through on the implementation steps of the Equitable Public Land Disposition Policy, adopted by the City Council in March 2024, which outlined the City’s goals for developing affordable housing on City- owned land and the preferential criteria for community-controlled public land disposition.
The policy is at a crucial implementation phase where the City has identified two public land sites through the Surplus Land Act process to be marketed for redevelopment.
Crucial implementation steps include: finalizing the RFP(s); finalizing, training, and managing the Oversight and Review Committee; and finalizing the lease vs. sale framework and due diligence steps around development agreements between awarded developer partners and the City. Once this initial implementation phase is completed, the fellow will bring the learnings from Phase 1 implementation to the City Council to discuss staffing resources necessary to operationalize the Equitable Public Lands Policy.
In addition, the Housing Fellow would support the City of Richmond to: (1) implement of its proactive residential rental inspection program, including researching a potential process for review of Tenant Safety Plans to preserve tenancies during major construction or repair work, (2) create Climate Resilient Housing Guidelines to be used in the new inspection program, and (3) create materials for tenants and landlords to understand the modified program.
The final work plan for the Housing Fellow is under development with the community partners and granting agencies so is subject to modification and refinement.
SYNERGISTIC POLICIES:
This project would further several of goals identified in the Richmond 6th Cycle Housing Element, which are: (1) Create housing opportunities for people with special needs, including seniors, persons with disabilities, single-parent households, first-time homebuyers, large families, unhoused individuals and families; (2) Conserve and improve the existing housing stock to enhance quality of life and provide greater housing stability and community resiliency; (3) Encourage energy and resource conservation and sustainability measures; (4) Promote new housing construction to create more equitable and affordable options that meet Richmond’s RHNA; and 595
December 17, 2024
(5) Facilitate different housing types to accommodate housing needs of moderate- and lower-income households and create inclusive neighborhoods for all income levels.
DOCUMENTS ATTACHED:
Attachment 1 – Resolution
Attachment 2 – Draft Memorandum of Understanding
596
RESOLUTION NO.________
A RESOLUTION OF THE COUNCIL OF THE CITY OF RICHMOND, CALIFORNIA
AUTHORIZING THE CITY MANAGER TO EXECUTE A MEMORANDUM OF UNDERSTANDING RELATED TO PARTNERSHIP FOR THE BAY’S FUTURE
POLICY FUND PROGRAM
WHEREAS, the City of Richmond applied for the Partnership for the Bay’s Future seeking a Housing Fellow to assist in the development of housing-related policies focused on Production, Preservation, and Protection; and
WHEREAS, the City of Richmond has been awarded a Housing Fellow to support this work; and
WHEREAS, the Grantee, City of Richmond, will enter into agreements with the San Francisco Foundation and Coro Northern California.
NOW, THEREFORE, BE IT RESOLVED that the City Council of the City of Richmond:
1. Authorizes the City Manager or their designee to execute the required grant agreements, including a memorandum of understanding; and
2. Appoints the City Manager or their designee, as agent to conduct all negotiations, execute and submit all documents including, but not limited to applications, agreements, payment requests and so on, which may be necessary for the completion of the aforementioned project.
--------------------------------
I certify that the foregoing resolution was passed and adopted by the City Council of the City of Richmond at a regular meeting thereof held_______________, 2024, by the following vote:
AYES:
NOES:
ABSTENTIONS:
ABSENT:
______________________________________________
CLERK OF THE CITY OF RICHMOND
(SEAL)
Approved:
__________________
Mayor
Approved as to form:
_______________
City Attorney
597
PBF POLICY FUND MEMORANDUM OF
UNDERSTANDING
This Memorandum of Understanding (“MOU”), effective as of January 22, 2025, is entered by [JURISDICTION NAME] (“[JURISDICTION NAME]”), San Francisco Foundation, a California nonprofit public benefit corporation (“SAN FRANCISCO FOUNDATION” or “SFF”), and Coro NORTHERN CALIFORNIA, a California nonprofit public benefit corporation (“Coro”). Collectively, [JURISDICTION NAME], SFF and Coro are referred to as the “Parties” and individually, as a “Party”.
RECITALS
A. The SAN FRANCISCO FOUNDATION together with a number of other nonprofit and/or public organizations and businesses, have launched the Partnership for the Bay’s Future (the “Partnership”) as a collaborative effort focused on advancing a more inclusive and equitable future for the region comprising of Alameda, Contra Costa, Marin, San Francisco, San Mateo, and Santa Clara Counties (the “Region”) by solving its interconnected challenges: housing, transportation, and economic opportunity.
B. To facilitate the Partnership’s housing goals, SAN FRANCISCO FOUNDATION has established a fund (the “Policy Fund”) to support policy initiatives to produce and preserve affordable housing and protect vulnerable tenants (collectively, “Production, Preservation and Protection Policies”) at the local level in the Region. The Policy Fund is guided by an advisory board, which includes investors from the philanthropic and corporate sectors, public sector and policy experts, and community leaders (the “Advisory Board”).
C. The goals of the Policy Fund Grants are to: (1) increase racial and economic equity across the Region by stemming displacement of people of color from communities across the Region, (2) deepen the practice of partnership between towns, cities and counties in the Region and community groups, (3) support the rise of new government and community leaders that can support the Region’s housing and tenant protection efforts long-term, and (4) provide models for change that inspire other jurisdictions to follow suit.
D. The current funding opportunity offered by the Policy Fund is manifested in the form of a two-year program named the PBF Policy Fund Grants for Housing Production, Preservation and Protection (respectively, the “Program” and the “PBF Policy Fund Grant”). The Program, managed by SAN FRANCISCO FOUNDATION, is a competitive process that incentivizes towns, cities and counties in the Region (each a “Jurisdiction”) to pursue policy change to protect vulnerable tenants and produce and preserve existing affordable housing.
E. [JURISDICTION NAME] submitted an application and proposal (collectively, the “Proposal”) to SAN FRANCISCO FOUNDATION for a PBF Policy Fund Grant, based upon which, [JURISDICTION NAME] has been awarded a PBF Policy Fund Grant.
F. The PBF Policy Fund consists of four key components: (1) the placement of a Fellow with [JURISDICTION NAME] during the two-year period commencing on January 22, 2025 (the “Commitment Period”), (2) a monetary grant from the Policy Fund to Coro to finance the salary of the Fellow, (3) a monetary grant from the Policy Fund to one community organization proposed by [JURISDICTION NAME] and approved by SAN FRANCISCO FOUNDATION (the “Community Lead”), said grant is intended to be not less than one hundred ten thousand dollars ($110,000) per year for each of the two years in the Commitment Period, and (4) access to the Technical Assistance Pool. The term “Fellow” means an employee of Coro who will assist [JURISDICTION NAME] develop and adopt meaningful Production, Preservation and Protection Policies as well as begin implementation of said policies. At all times during the Program, the Fellow will be an employee of Coro, and not an employee of either [JURISDICTION NAME] or SAN FRANCISCO FOUNDATION. The term “Technical Assistance Pool” means a pool of expert consultants to provide assistance in the following areas: (1) messaging and communications support, (2) data analysis, (3) polling support, and (4) policy strategy, as necessary to implement the goals of the Partnership (“Technical Assistance”). 598
G. The Parties wish to set forth the terms and understanding among them with respect to the PBF Policy Fund Grant.
NOW, THEREFORE, in consideration of the mutual covenants contained herein, and for good and valuable consideration, the sufficiency and receipt of which are hereby acknowledged, the Parties hereby agree as follows:
AGREEMENT
I. PURPOSE OF THE MOU
This MOU sets forth the terms and understanding among the Parties and is intended to reflect the Parties’ commitment to cooperate and work together to support the Fellow, and to advance the design, adoption and implementation of progressive Production, Preservation and Protection Policies with [JURISDICTION NAME] staff, community partners and elected officials. This MOU spells out areas of collaboration and expands on ownership and accountability.
A. Principles: The Parties each commit to the principles that form the foundation of the Partnership, which are listed here and operationalized in Section II of this MOU. a. Racial justice: The Parties will work toward the shared vision of a thriving Bay Area where race is never a barrier to opportunity. b. Community engagement: The Parties will prioritize actively engaging local community members and leaders in the execution of their shared goals, with special emphasis on engaging people of color and other underserved community members. c. Results orientation: The Parties are committed to their collective impact by realizing concrete gains toward shared goals.
II. AGREEMENT
A. Primary Areas of Collaboration, Roles and Operational Responsibilities: The Parties hereby agree to undertake good-faith efforts to create the enabling conditions necessary to realize the PBF vision by engaging in specific areas of collaboration and performing the respective activities set forth in the following five category chart:
a. PBF Policy Fund Vision;
b. PBF Policy Fund Award: Fellows and Community Partnerships; c. PBF Policy Fund Award: Technical Assistance + Cohort Convenings; d. Communication (Internal + External); and
e. Evaluation.
599
Area of Collaboration [JURISDICTION NAME] Coro SAN FRANCISCO FOUNDATION Structures for Accountability
1. PBF Policy Fund VISION
The Parties will honor
the Partnership’s
housing goals as set
forth in this MOU.
Use good faith efforts to activate and
engage in the implementation of
progressive Production, Preservation and
Protection Policies, in collaboration with
community partners, with the support
and facilitation of the Fellow.
Will use best efforts to actively advance
equitable systems change with an
emphasis on expanded community
engagement and progressive policy.
Ensure a competent, racially diverse Fellows
pool that is supported with strong
onboarding, Technical Assistance, and
relationship building to successfully assist
Jurisdictions in advancing Production,
Preservation, and Protection Policies.
Ensure Jurisdictions and their respective
Fellows land on a strong results framework to
guide their work.
Actively build a strong bench of diverse
regional leaders, wraparound support
structure and national/regional best
practices to ensure the Fellow’s success.
Ensure that the PBF vision and long-term
expectations for the Fellows program and
jurisdictional cohorts are infused with
SFF’s commitment to racial and economic
inclusion.
Utilize grant making, convening,
organizational capacity building and the
lever of the Partnership at large to support
and advance the Fellows’ work.
Galvanize civic engagement related to the
Policy Fund broadly and PBF Policy Fund
Grant specifically. Build momentum for the
Policy Fund through influence, expertise
and flexible dollars. Engage civic leaders
from advocacy organizations, academia,
foundations, etc. through the Partnership.
PBF Policy Fund MOU
600
Operational
Responsibility:
Provide engaged staff to supervise and
support the Fellow’s assistance with
developing policy recommendations and
increased community engagement.
Provide Technical Assistance and employer
oversight for the Fellows and their
matched Jurisdictions.
Elevate best practices in systems change
from a regional and national perspective
with Fellows and Jurisdictions.
Regularly engage, convene, update and
recruit influential civic leaders and anchor
institutions to support fundraising, strategy,
advocacy and reflection, in partnership with
SFF.
Serve as the direct manager for the Fellow,
including but not limited to, overseeing
their work performance, setting clear
expectations of job duties, providing
necessary training and coaching, and
ensuring compliance with company policies
and standards. Feedback will be shared in
regular 1:1 sessions between the manager
and Fellow and performance evaluations
will be provided at a regular cadence
throughout the duration of the Fellowship.
Provide regular opportunities for
[JURISDICTION NAME] to share relevant
feedback about the Fellow’s performance to
be reviewed during Fellow’s 1:1s and
performance evaluation.
Generate engagement and momentum for
PBF among jurisdictional leaders through
regular updates and by celebrating what
works.
Regularly engage, convene, update and
recruit influential civic leaders and anchor
institutions to support fundraising,
strategy, advocacy and reflection.
Promote the role of civic leaders as long-
term promoters of equitable and
progressive housing policy.
601
Area of Collaboration [JURISDICTION NAME] Coro SAN FRANCISCO FOUNDATION Structures for Accountability
1. PBF Policy Fund VISION
Leverage the impact of Fellows and
Jurisdictions by supporting activities such as
Jurisdiction-to-Jurisdiction learning,
dissemination of best practices, and
potential state policy change efforts.
Area of Collaboration [JURISDICTION NAME] Coro SAN FRANCISCO FOUNDATION Structures for Accountability
2. PBF Policy Fund AWARD: FELLOWS AND COMMUNITY PARTNERSHIPS [JURISDICTION NAME] is
awarded the
following for 2 years.
A PBF Fellow who will
facilitate the
development and
implementation of
innovative and high-
impact Production,
Preservation and
Protection Policies in
collaborative
partnership with
community and staff
from departments
across [JURISDICTION
NAME].
Community
Partnerships:
[JURISDICTION NAME] will
engage with the
community to develop
solutions that meet local
needs. [JURISDICTION
NAME] will work
with the Community
PBF Fellow:
The Fellow will be placed at the
[JURISDICTION NAME] via a
collaborative matching process. Coro
has final determination over
Jurisdiction/Fellow matches.
[JURISDICTION NAME] is expected to
provide logistical support to facilitate
collaboration between [JURISDICTION
NAME] and Fellow, regardless of where
Fellow is located.
[JURISDICTION NAME] commits lead
staff and executive team staff to
support Fellow.
The Fellow will be required to attend
monthly meetings with Fellows from
other Jurisdictions, quarterly cohort
meetings, (see schedule) and other
professional development and
relationship building opportunities, as
PBF Fellow: Hire, match and pay the Fellow
all wages and compensation, and health and
welfare benefits due, including social security
(if applicable), with Coro as the program
manager of the Program and sole employer
of the Fellow.
In case any issues arise between the Fellow
and [JURISDICTION NAME], Coro will be the
point of contact to resolve.
Assist the Fellow with leadership, research
and policy development Technical Assistance
that helps them tailor and adapt strategies to
address unique community conditions; and
will identify and bolster any gaps in the
Fellow’s development around working with
data, utilizing research, etc.
Assist the Fellow in assessing, in real time,
the Technical Assistance needs that exist
within [JURISDICTION NAME]’s teams. Using
the funding pool provided by SFF, as well as
PBF Fellow: SFF will
(1) make a monetary grant to Coro to
fund the Fellow’s salary package, and (2)
provide access to the Technical Assistance
Pool.
Community Lead: SFF will grant directly to
the Community Lead in an amount not
less than $110,000 per year for each of
the two years during the Commitment
Period.
PBF Policy Fund MOU
602
Area of Collaboration [JURISDICTION NAME] Coro SAN FRANCISCO FOUNDATION Structures for Accountability
2. PBF Policy Fund AWARD: FELLOWS AND COMMUNITY PARTNERSHIPS Lead to serve as a lead
partner in community
engagement and share a
strong community
partnership plan.
identified. The Fellow will provide
advance notice of such meetings and
events to [JURISDICTION NAME].
[JURISDICTION NAME] and the Fellow will
coordinate scheduling so the Fellow can
attend.
Community Partners: [JURISDICTION
NAME] commits its proposed
community partnership model for the
duration of the Commitment Period.
[JURISDICTION NAME] will take the lead
on the PBF Community Partnership
plans as described in the [JURISDICTION
NAME]’S Proposal. The Fellow will help
facilitate relationships and work.
through peer learning within the cohort, help
the Fellow secure resources to meet the
Technical Assistance needs.
Operational
Responsibility
Provide engaged staff to supervise and
support the Fellow’s work in developing
and achieving policy objectives, in
addition to increasing community
engagement.
The designated staff person will serve as
an onsite Supervisor to the Fellow for
the duration of the Fellowship. They will
be responsible for holding the Fellow
accountable for work hours, attendance
and deliverables.
Supervision and support also includes
providing direct, timely feedback to the
Fellow and the Coro Program Director;
ensuring a safe, comfortable onsite
Provide tailored Technical Assistance to the
Fellow and [JURISDICTION NAME], and host
monthly meetings for Fellows from
participating jurisdictions, throughout the
duration of the Commitment Period.
Employ the Fellow as a full-time employee
of Coro and be the managing partner
responsible if any issues arise with the
Fellow and/or [JURISDICTION NAME] as it
relates to the Fellows and the Program.
Quickly resolve any issues that may arise
between the Fellow and [JURISDICTION
NAME].
603
workspace for the Fellow; securing site
access and equipment needs prior to
the Fellow’s start date; and creating a
work plan for the Fellow to begin on
their first day. If access to the worksite
or network is delayed, the site
supervisor should provide meaningful
preparatory work or research for the
Fellow to do in the meantime.
Be a good steward of the Fellow during
the Commitment Period by facilitating
the Fellow’s relationships with key
partners who are necessary in achieving
the policy objectives. These partners
can be stakeholders both within and
outside of government.
In partnership with the Fellow, actively
lead in engagement with community
partners.
604
Area of Collaboration [JURISDICTION NAME] Coro SAN FRANCISCO FOUNDATION Structures for Accountability
3. PBF Policy Fund AWARD: TECHNICAL ASSISTANCE AND COHORT CONVENINGS In addition to the Fellow,
[JURISDICTION NAME] is
awarded the
following for 2 years:
Technical Assistance:
The Fellow will have
access to the Technical
Assistance Pool to
complete work for
[JURISDICTION NAME].
Regional Cohort:
Quarterly Network
Convenings
Quarterly Leadership
Training Sessions
Technical Assistance Pool: The Technical
Assistance Pool is available to assist the
Fellow in filling in gaps of knowledge or tools
to complete the work for [JURISDICTION
NAME].
Process: The Fellow highlights [JURISDICTION
NAME]’s Technical Assistance needs through
Coro. The Fellow submits a short proposal to
Enterprise Community Partners to access
assistance from the Technical Assistance
Pool. Enterprise retains the right to fund at
any amount or not at all.
PBF Cohorts:
Attend and actively participate in quarterly
Network Convenings and Coro Leadership
Training sessions, to strengthen regional
connectivity and to share learnings across all
PBF Cohort participants, whether remote or
in-person. Attendees include [JURISDICTION
NAME] staff, the Fellow and the Community
Lead.
Technical Assistance Fund:
Assist the Fellow to assess the Technical
Assistance needs within [JURISDICTION
NAME]’s teams and use the TA Fund and
peer learning to address these.
PBF Cohorts: Coordinate, structure and
host quarterly convenings of the PBF
Policy Grant jurisdictions from across
the Region to share critical analysis and
strategy recommendations, best
practices, access to relevant education
and advance regional strategy. Agenda
setting will be done in consultation with
SFF.
Coordinate, structure, and host quarterly
Leadership Training Sessions with
[JURISDICTION NAME] and their Community
Partner to build leadership and technical
capacity of local leaders to for greater
impact.
Technical Assistance Pool: Maintain
the Technical Assistance Pool for
requests from jurisdictions that are not
covered by the Coro contract.
Determine Technical Assistance
Pool requests in partnership with
Coro.
PBF Cohorts:
Actively participate in agenda setting for
cohort meetings.
PBF Policy Fund MOU
Meeting and Convening
Calendar
Operational
Responsibility
Actively engage in convenings and training
sessions, connect with other members of the
PBF cohort, and commit to hosting at least one
convening, which includes providing a meeting
space, for the cohort.
Convene Fellowship program stakeholders
for quarterly leadership training, updates,
knowledge sharing and learning, lifting up
best practices and areas of course
correction.
Co-create convening agendas in
partnership with Coro.
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Area of Collaboration [JURISDICTION NAME] Coro SAN FRANCISCO FOUNDATION Structures for Accountability
4. COMMUNICATIONS
Contribute to a strong
regional communication
strategy that advances
and amplifies local work
and leverages values-
aligned opportunities.
Make good-faith efforts to actively
participate in regional communication
strategy by sharing relevant and timely
learnings and case studies from the
policy and community engagement
processes. This information is to be
shared with the regional cohorts and
other Jurisdictions within the region.
Coro will share learnings from Technical
Assistance providers, subject matter experts,
Fellows and jurisdictions with SFF Policy
Fund staff.
For information that requires permission
to distribute, Coro will acquire so that SFF
can share within newsletters, etc.
The Partnership will develop and manage
a foundational strategic communications
and branding plan that raises visibility,
promotes fundraising, and civic and
political support through knowledge
sharing and storytelling.
Knowledge and material
sharing will occur on a
rolling basis with Coro
submitting quarterly
summary updates.
Operational
Responsibility:
Commit to actively creating and sharing
communications content (such as
updates, briefings, and reports) for the
Partnership’s Advisory Board members,
funders and broad Partnership
networks.
Frequent and productive
communication across the network is
expected, whether it’s collaboration
between [JURISDICTION NAME] and
Community Partner, regular 1:1s with
the PBF Fellow, or updates to the San
Francisco Foundation.
Accountable for creating/sharing
communications content for Advisory Board
members, funders and broad Partnership
networks.
Support the Partnership in strategic
communications, particularly around
promoting civic and political support through
knowledge sharing and storytelling.
Aligning capacity of Fellows, Jurisdictions,
and partners around strategic
communications goals.
Support the Fellow in advancing
communications strategies, and convening
[JURISDICTION NAME] staff and resources
focused on communications.
The Partnership will centrally manage
initiative-wide strategic communications
and process for supporting
communications across partners.
The Partnership will manage external
requests for communications. Coro will
forward media and communications
requests to the Partnership via the Policy
Fund Initiative Officer for review and
approval to proceed.
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Area of Collaboration [JURISDICTION NAME] Coro SAN FRANCISCO FOUNDATION Structures for Accountability
5. EVALUATION
Actively participate in
evaluative learning,
course correction
and evidence-
building.
Participate fully in the evaluation
process by sharing relevant learnings
and case studies from the policy and
community engagement processes, in
order to facilitate collective learning
with the regional cohorts and other
jurisdictions within the Region. This
entails collaborating with an evaluation
partner and proactively sharing relevant
information with SFF Policy Fund staff.
Share learnings from Technical Assistance
providers, subject matter experts, Fellows and
jurisdictions with SFF Policy Fund staff.
For information that requires permission
to distribute, Coro will acquire so that SFF
can share within newsletters, etc.
Thought partner in structuring the system for
evaluation, with a particular focus on
progress on results, leadership development
(across stakeholder groups), policy traction,
and communications impact.
Contract and direct the work of the
evaluation partner. Manage the
interaction of the evaluating partner with
MOU partners.
Operational
Responsibility:
Actively participate in evaluation
learning efforts and provide timely
information and candid insights of the
Fellowship and the work being
performed by the jurisdiction.
Actively participate in evaluation efforts and
utilize evaluative learnings to impact
program success.
Manage evaluation efforts.
B. Coro as Fellow's Employer: Coro shall be the sole employer of the Fellow placed by Coro with [JURISDICTION NAME]. Coro shall be responsible for payment of wages and benefits, withholding of payroll and other applicable taxes, and worker's compensation coverage for the Fellow. [JURISDICTION NAME] shall not be a joint employer of the Fellow and the Fellow shall not have any rights to compensation, retirement benefits, medical benefits or any other benefits accruing to [JURISDICTION NAME] employees. It is Coro's responsibility to provide written notice to the Fellow of the provisions of this Section. The provisions of this Section shall survive the termination or expiration of this MOU. While Coro will make the final Fellow placement decision, [JURISDICTION NAME] will be given an opportunity to review and concur with the placement.
Coro will provide ample opportunities for [JURISDICTION NAME] to provide feedback and raise any issues or concerns regarding a Fellow’s conduct or performance and if necessary, will take performance management and corrective action steps in accordance with Coro’s employee handbook. Such issues include not performing the Partnership activities in an acceptable manner, demonstrating uncooperative behavior, or presenting a threat to the adequate or timely completion of the project or a threat to the safety of persons or property. If this behavior persists after corrective actions have been implemented, [JURISDICTION NAME] may make a written request to Coro to remove the Fellow. Once the Fellow is removed from a jurisdiction, it is at Coro’s discretion as to whether to terminate the Fellow’s employment. [JURISDICTION NAME] may request a replacement Fellow, a request which may be granted at Coro’s discretion. In the event that the Fellow is replaced, Coro will ensure proper training of the replacement Fellow and work with [JURISDICTION NAME] to transition work to the replacement Fellow as efficiently and quickly as possible. If hiring a new Fellow is not feasible, alternative options or resources can be explored in support of continuing and completing [JURISDICTION NAME] policy proposal 607
In the event that a Fellow engages in egregious or dangerous conduct, [JURISDICTION NAME] may request immediate removal of the Fellow and/or Coro may decide at its discretion to terminate the Fellow’s employment based on the severity of their action. If [JURISDICTION NAME] requests the immediate removal of a Fellow and has not engaged in the performance management process or demonstrated that the action of the Fellow is egregious, the Fellow will be removed, but a replacement Fellow is not guaranteed. The San Francisco Foundation and Coro will determine if a replacement Fellow is appropriate given the circumstances.
To the maximum extent permitted by law, Coro shall indemnify, keep and hold harmless [JURISDICTION NAME] and those entities (if any) identified as additional insureds in Attachment A, Insurance Provisions, and their commissioners, directors, officers, agents, and employees (“[JURISDICTION NAME] Indemnified Parties”) against any and all demands, claims, suits or actions (collectively referred to as “Employment Related Claims”) arising out of any of the following: any injury or death to persons or property or pecuniary, financial or economic losses that may occur or that may be alleged to have occurred, arising from any allegation or finding that the [JURISDICTION NAME] Indemnified Parties is an employer, either by common law, statute, or otherwise, of Fellow. Such Employment Related Claims include without limitation injury or death to Fellow, as well as any claim by Fellow or by a third-party that Fellow is entitled to any benefit provided to employees of [JURISDICTION NAME], including coverage under the California Public Employee Retirement System. Coro further agrees to defend any and all such Employment Related Claims or other legal proceedings and pay all charges of attorneys and all other costs and expenses of defenses as they are incurred. If any judgment is rendered against any of the [JURISDICTION NAME] Indemnified Parties, Coro shall, at its expense, satisfy and discharge the same. The provisions set forth in this Section are intended to be applied to the fullest extent allowed under the law and, if any portion of it is found to be void or unenforceable, the remainder is to be severable and enforceable. This indemnification shall survive termination or expiration of this Agreement and is separate and distinct from the indemnification set forth in Section XIV and not subject to any limitations set forth in Sections IX or XIV.
C. Cooperation: In addition to performing the activities and obligations set forth above, the Parties agree to take such other actions and negotiate in good faith and enter such further agreements as will be necessary to consummate the transactions contemplated by this MOU.
D. Staffing: Each Party shall provide adequate dedicated staff time to support the activities to be conducted by it under in this MOU, and each Party shall be responsible for ensuring that staffing positions are replaced in the event of any changes in staffing or employment in order to fulfill each Party’s obligations as set forth in this MOU. The current staffing list includes:
a. Staff person to be responsible for the day-to-day work of the Program i. Coro: Kaitlyn Quakenbush
ii. SAN FRANCISCO FOUNDATION: Aysha Pamukcu
iii. [JURISDICTION NAME]:
b. High-level leader who has the authority to make decisions on behalf of the Party i. Coro: Laney Whitcanack
ii. SAN FRANCISCO FOUNDATION: Khanh Russo
iii. [JURISDICTION NAME]:
c. Additional staff with specific expertise to participate as needed in an advisory capacity to support the ongoing initiative activities listed above. i. Coro: Clifford Yee, Lauren Haworth (Finance and HR)
ii. SAN FRANCISCO FOUNDATION: Ella Zimbalist, Elisa Orona, Jordan Shapiro (Communications) iii. [JURISDICTION NAME]:
608
III. Notices. Any notices required or permitted to be given under or in this MOU shall be in writing, and shall be deemed to be effective upon delivery when hand delivered, delivered by overnight courier, delivered by certified mail, postage prepaid, return receipt requested, by facsimile, or by email (provided no return to sender or similar error message is delivered to the sender) unless such address is changed by written notice hereunder:
If to Coro:
Coro
230 California Street
STE 600
San Francisco, CA 94111
Attn: Laney Whitcanack
Email: [email protected]
If to [JURISDICTION NAME]:
[JURISDICTION NAME]
Adress
Attn:
Email:
If to SAN FRANCISCO FOUNDATION:
THE SAN FRANCISCO FOUNDATION
One Embarcadero Center, Suite 1400
San Francisco, CA 94111
Attn: Fred Blackwell
Email: [email protected]
IV. Funding. Except as expressly set forth herein, nothing in this MOU shall obligate [JURISDICTION NAME], SAN FRANCISCO FOUNDATION or Coro to expend funds or other resources, nor shall anything in this MOU be construed as a limitation on any Party’s authority to contribute staff, funds or other resources to further the purposes of this MOU or in the implementation of this MOU. Any costs that exceed the amount of the PBF Policy Fund Grant as awarded under this MOU will be reassessed by SAN FRANCISCO FOUNDATION and Coro utilizing good faith efforts to resolve any such overages in a manner that furthers the purposes of this MOU while minimizing additional out-of-pocket expenditures by Coro.
V. Discretion. Each Party, including their respective employees, officials and boards, shall exercise its sole discretion over all matters relating to the MOU and over each project or decision over which it has jurisdiction consistent with its customary practices and procedures and consistent with all legal requirements. In addition, each [JURISDICTION NAME] agency having jurisdiction over the subject matter of this MOU shall exercise its sole discretion under this MOU in a manner that is consistent with the public health and safety and shall at all times retain its respective authority to take any action that is necessary to protect the physical health and safety of the public or to comply with changes in Federal or California law, including applicable federal and California regulations.
609
VI. No Joint Venture or Liability. Nothing in this MOU shall be construed as creating the right or ability of any Party to bind the other Parties except as provided in this MOU, and nothing in this MOU shall be construed to create any joint liability with regard to, or as a result of, the activities undertaken by any Party, its employees, officers and/or agents, to implement this MOU. All employees, officers and/or agents of each Party shall remain employees, officers and/or agents of that Party and shall be subject to the laws, procedures, rules and policies governing that Party's employees, officers and/or agents. Nothing in this MOU shall be construed as creating a partnership, joint venture, employment or agency relationship between [JURISDICTION NAME], SAN FRANCISCO FOUNDATION and Coro. Each Party shall conduct all of its activities under this MOU in accordance with all applicable laws and regulations. Each Party shall remain an independent contractor and does not intend to create any employer-employee or agency-operative relationship of any kind.
VII. Public Records. SAN FRANCISCO FOUNDATION and Coro acknowledge and agree that this MOU and communications and documents exchanged between [JURISDICTION NAME], SAN FRANCISCO FOUNDATION and Coro are subject to the California Public Records Act and any locally applicable laws, and/or regulations.
VIII. Publications. No publication by Coro or SAN FRANCISCO FOUNDATION shall include use of [JURISDICTION NAME]’s official seal without the prior written approval of [JURISDICTION NAME]. No publication by [JURISDICTION NAME] shall include the use of the names or logos of either Coro or SAN FRANCISCO FOUNDATION without the prior written approval of Coro or SAN FRANCISCO FOUNDATION, as applicable.
IX. No Damages. The Parties have determined that damages are inappropriate and that it would be extremely difficult and impractical to fix or determine the damages to a Party as a result of a breach of this MOU. The Parties would not have entered into this MOU if any of them were liable to the other Parties for damages under or with respect to this MOU. Consequently, the Parties have agreed that no Party will be liable in damages to the other Parties, and each Party covenants not to sue the other Parties for or claim any damages and expressly waives its right to do so, for any matter arising from or connected with any dispute, controversy, or issue regarding the application, interpretation, or effect of this MOU. This section shall not apply to any claims for indemnification as set forth in Sections II.B or XIV, or failure to maintain insurance as required by Section XV.
X. Proprietary or Confidential Information. Each Party understands and acknowledges that in performing activities under this MOU it may obtain access to proprietary or confidential information owned or controlled by the other Parties, the disclosure of which to third parties may be damaging to the other Parties. Accordingly, the Parties each agree that any and all such proprietary or confidential information disclosed by the other Parties shall be returned to the applicable other Party (if in writing) and held in confidence, except as a Party, on the advice of counsel, may be compelled by judicial or administrative process or by other requirements of applicable law to disclose any such information, such Party may disclose such information or documents, only to the extent necessary to comply with applicable law, and, to the extent reasonably practicable under applicable law, shall notify any affected Party at least fourteen days in advance of disclosing such information. Each Party shall exercise the same standard of care to protect the other Parties’ proprietary or confidential information as a reasonably prudent entity would use to protect its own proprietary or confidential data. All confidentiality obligations hereunder shall be subject to applicable law, Including, without limitation, the California Public Records Act and any local public records laws and regulations. Coro shall require each Fellow to sign an agreement declaring they will comply with this Proprietary or Confidential Information provision.
XI. No Lobbying or Election Activities. No part of any grant from the Policy Fund to Coro provided under this MOU may be used: (1) to attempt to influence legislation, carry on propaganda or otherwise carry out lobbying activities within the meaning of Section 4945(e) of the Internal Revenue Code of 1986, as amended, or (2) to influence the outcome of any election for public office, or to carry on, directly or indirectly, any voter registration drive. Fellows shall not be permitted while acting in their capacity of Fellow to participate in lobbying activities or attempting to influence the outcome of any election for public office, or to carry on, directly or indirectly, any voter registration drive, but may participate in such activities on their own personal time and in their own personal capacity, which shall not be connected in any way to their position as a Fellow. 610
XII. Conflict of Interest. Each Party acknowledges that it is familiar with Section 1090 et seq. of the Government Code of the State of California and any locally applicable laws, regulations, or policies, and certifies that it does not know of any facts which constitutes a violation of said provisions and agrees that it will immediately notify the other if it becomes aware of any such fact during the term of this MOU.
XIII. Nondiscrimination. In the performance of its obligations and activities under this MOU, the Parties each agree not to discriminate against any of its employees or applicants for employment, or against any person seeking accommodations, advantages, facilities, privileges, services, or membership in all business, social, or other establishments or organizations, on the basis of the fact or perception of a person’s race, color, creed, religion, national origin, ancestry, age, height, weight, sex, sexual orientation, gender identity, domestic partner status, marital status, disability or Acquired Immune Deficiency Syndrome or HIV status, or association with members of such protected classes, or in retaliation for opposition to discrimination against such classes.
XIV. Indemnification.
A. Each Party will indemnify, defend and hold harmless the other Party or Parties, and their respective officers, employees and agents from and against any and all loss, liability, expense (including reasonable attorneys’ fees) or claims for injury or other damages (collectively “Indemnification Claims”) arising out of the indemnifying party’s performance of this MOU, but only in proportion to and to the extent such Indemnification Claims are caused by or result from the negligent or intentional acts or omissions of the indemnifying party.
B. In the event of concurrent negligence of two or more of the Parties, or the Parties’ respective officers, employees or agents, the liability for any and all Indemnification Claims shall be apportioned under the California theory of comparative negligence as presently established or as may hereafter be modified. Nothing in this MOU shall constitute a waiver or limitation of any rights that the indemnifying party may have under applicable law in the event of concurrent negligence of persons or entities other than the parties to this MOU.
C. The Parties intend and agree to cooperate with each other in the investigation and disposition of third-party liability claims arising out of the performance of this MOU. Such cooperation may include joint investigation, defense and disposition of claims. The Parties agree to promptly inform one another whenever an incident report, claim or complaint is filed or when an investigation is initiated concerning any service performed under this MOU. In the event of a conflict in interest, each Party may conduct its own investigation and engage its own counsel.
D. The provisions of this Section XIV shall survive the termination or expiration of this MOU.
XV. Insurance. Coro shall procure and maintain during the full term of the MOU the insurance coverage described in Exhibit A hereto. Coro shall obtain a policy endorsement naming [JURISDICTION NAME] as an additional insured under any general liability or automobile policy or policies.
XVI. Amendment; Entire Agreement. This MOU may be amended only by a writing signed by all three Parties. No waiver by any Party of any of the provisions of this MOU shall be effective unless in writing and signed by an authorized representative of the affected Party, and only to the extent expressly provided in such written waiver. This MOU, including any attachments, contains the entire understanding between the Parties with respect to the subject matter of this MOU as of the date hereof, and all prior and contemporaneous written or oral negotiations, discussions, understandings and agreements are merged herein. In the event that any provision or part of this MOU is found to be invalid or unenforceable, only that particular provision or part so found, and not the entire Agreement, will be inoperative.
XVII. Assignment. This MOU may not be assigned, subcontracted or delegated by any Party without the prior written approval of the other Parties. 611
XVIII. Effective Date and Termination. This MOU will be effective from January 22, 2025 - December 31, 2026, but may be terminated by any of the Parties for any or no reason, with or without cause, with 90 days advance written notice. Upon the termination of this MOU, all obligations and rights of the Parties shall cease and be of no further force or effect, provided, however, those rights and obligations that by their nature are intended to survive the termination of this MOU shall so survive. In the event of termination, the parties will utilize good faith efforts to effectuate an orderly wind-down of the Program. Coro will return any funds not expended or committed for the purposes of the PBF Policy Funds, or within the Commitment Period, to SAN FRANCISCO FOUNDATION. SAN FRANCISCO FOUNDATION will notify Coro if it determines, after careful consideration of the information available to it, that the PBF Policy Fund Grant is not being used for the purposes specified or is not reasonably in the interest of the general public. In addition, Coro will return any unexpended funds if Coro loses its exemption under Code Section 501(c)(3). Notwithstanding the foregoing: (1) Coro shall have the right to remove the Fellow from placement with [JURISDICTION NAME] as soon as practicable after the termination date, (2) SAN FRANCISCO FOUNDATION shall have the right to cease any outstanding grants to the Community Lead and any outstanding financial support for access to the Technical Assistance Pool, and (3) subject to Sections VIII and X hereof, the Parties will have the right to use any and all information and data developed or obtained as a result of this MOU in furtherance of the goals of the Partnership, except where such information or data constitute the proprietary or confidential information of either of the other Parties.
XIX. Counterparts. This MOU may be executed in any number of counterparts, each of which when so executed and delivered shall be deemed to be an original of this MOU, and all of which taken together shall constitute one and the same agreement. Delivery of an executed counterpart of a signature page to this MOU by telecopier, facsimile machine, portable document format (“PDF”), or other electronic means shall be as effective as delivery of a manually executed counterpart of this MOU. The effectiveness of any such documents and signatures shall, subject to applicable laws, have the same force and effect as manually signed originals and shall be binding on the parties. No party may raise the use of a telecopier, facsimile machine, PDF or other electronic means, or the fact that any signature was transmitted through the use of a telecopier, facsimile machine, PDF or other electronic means, as a defense to the enforcement of this MOU.
XX. Governing Law; Venue. This MOU and all disputes arising here from, whether in contract or in tort, shall be governed by and construed in accordance with the laws of the State of California. The parties agree that the exclusive venue for the resolution of any dispute relating to the subject matter of this MOU shall be in the State and Federal Courts of California.
[Signatures on next page.]
612
IN WITNESS WHEREOF, the Parties have executed this Agreement through their duly authorized representatives effective as of XXXX, 2024.
[JURISDICTION NAME]
By:
Name:
Title:
Coro
By:
Name: Laney Whitcanack
Title: CEO
THE SAN FRANCISCO FOUNDATION
By:
Name:
Title:
613
December 17, 2024
Community Development
DATE: December 17, 2024
TO: Mayor Martinez and Members of the City Council
FROM:
Lina Velasco, Director of Community Development
Nannette Beacham, Director of Economic Development
Gabino Arredondo, Project Manager
Subject:
Exempt Surplus Land Resolution for Homekey Ground
Lease
FINANCIAL IMPACT: The City, 425 Civic Center LP (Partnership), and Trinity Center Walnut Creek received a $14,512,660 Homekey
grant from the California Department of Housing and
Community Development to fund the acquisition and
conversion of the existing motel at 425 24th Street into housing. The City is also contributing $4.9 million towards the conversion and operations of this development. The
City will acquire the property and will ground lease it to the Partnership to rehabilitate existing improvements and operate them as a permanent supportive housing serving
previously homeless individuals
PREVIOUS COUNCIL
ACTION:
September 12, 2023, June 20, 2023
STATEMENT OF THE
ISSUE:
For the City to proceed with the acquisition and ground leasing of the Homekey Property (425 24th Street), the
City needs to comply with the State Surplus Lands Act
process. By approving the proposed resolution, the
Council will determine and declare the Property to be
exempt surplus land under Government Code Section
54221(f)(1)(A) to be used to provide housing affordable to extremely low-income households.
AGENDA
REPORT
614
December 17, 2024
RECOMMENDED ACTION:
ADOPT a resolution determining and declaring land to be acquired by the City and subsequently ground leased to
425 Civic Center LP to be Exempt Surplus Land pursuant
to Government Code Section 54221(f)(1)(A) regarding
the Homekey Project to convert an existing motel located at 425 24th Street (APN 515-200-003) to a 48-unit
permanent supportive housing development for formerly
homeless households – Community Development
Department (Lina Velasco 510-620-6841/Nannette
Beacham 510-621-1306).
DISCUSSION:
Homekey Project – Civic Center Apartments
The City, 425 Civic Center LP, a California limited partnership (the “Partnership”), and Trinity Center Walnut Creek (“Trinity”) applied for and have received an award of funding (the “Homekey Award”) under the California Department of Housing and Community Development (“HCD”) Homekey Program established pursuant to California Health and Safety Code Section 50675.1.3 et seq. (the “Homekey Program”).
The City will acquire the motel at 425 24th Street (“Property”) using a portion of the Homekey Award, and will ground lease the Property to the Partnership pursuant to a ground lease (the “Ground Lease”) that will require the Partnership to rehabilitate the existing improvements and operate them as a permanent supportive housing development consisting of forty-eight (48) studio apartments that will be rented at affordable rents to formerly homeless households that qualify as Extremely Low-Income Households (the “Restricted Units”) and one (1) unrestricted manager’s unit (the “Project”).
The HCD Standard Agreement for the Homekey Award and City’s Ground Lease will require that an Affordable Housing Regulatory Agreement and Declaration of Restrictive Covenants (“Regulatory Agreement”) be recorded against the Property. Both the Ground Lease and the Regulatory Agreement will require that for a term of fifty-five (55) years, the Restricted Units must be occupied by, or if vacant, available for occupancy at affordable rents by households whose income does not exceed thirty percent (30%) of Area Median Income (“AMI”).
Surplus Lands Act
To proceed to complete the acquisition and subsequent ground lease, the City needs to comply with the CA Surplus Lands Act. The Surplus Land Act (Government Code Section 54220 et. seq.) was enacted to promote affordable housing development on unused or underutilized public land throughout the State to respond to the affordable housing crisis, and now requires public agencies, including charter cities, to follow 615
December 17, 2024
certain procedures to dispose of “surplus land” or declare land to be “exempt surplus land” at a regular public meeting prior to disposition.
Pursuant to Government Code Section 54221(f)(1)(A), surplus land that is transferred pursuant to Government Code Section 37364 qualifies as “exempt surplus land”.
Government Code Section 37364 authorizes cities to sell, lease, or otherwise dispose of real property to provide housing affordable to persons and families of low- or moderate- income provided that (i) at least 80% of the area of the property will be used for development of housing, and (ii) at least 40% of the housing units developed on the property will be affordable to households whose income is not greater than 60% AMI (75% of the upper limit for “lower income households”), of which at least one-half will be affordable to households of very low-income (50% AMI).
The Ground Lease and the Regulatory Agreement will require the Property to be developed for residential uses consistent with the affordability restrictions set forth in Government Code Section 54221(f)(1)(A).
By approving the resolution, the Council determines and affirms that the Property will be used to provide housing affordable to people and families of low-income, that this use is in the City’s best interests, and that development of the Property in accordance with the requirements of the Ground Lease and the Regulatory Agreement will satisfy the requirements of Government Code Section 54221(f)(1)(A). Consistent with the requirements set forth in the Ground Lease and the Regulatory Agreement, the Property will be developed for housing consisting of approximately forty-nine (49) residential units of which all except the manager’s unit will be restricted for occupancy at affordable rents to households whose incomes are not greater than 30% of the area median income.
The affordability restrictions will be set forth in both the Ground Lease and in the Regulatory Agreement that will be recorded against the Property in the official records of Contra Costa County. The Regulatory Agreement will be binding upon successors in interest and will require compliance with the foregoing rent and household income restrictions for a term of not less than 55 years.
The subject resolution underwent a technical review by the California Department of Housing and Community Development.
DOCUMENTS ATTACHED:
Attachment 1 – Resolution
616
1 RESOLUTION NO._____
A RESOLUTION OF THE COUNCIL OF THE CITY OF RICHMOND
DETERMINING AND DECLARING CITY-OWNED LAND TO BE EXEMPT
SURPLUS LAND PURSUANT TO
GOVERNMENT CODE SECTION 54221(f)(1)(A)
WHEREAS, the City of Richmond (“ City”) has the contractual ri ght to acquire that certain real property located in the City at 425 24 th Street (APN: 515-200-003), and more particularly described in Exhibit A attached hereto (“Property”);
WHEREAS, for the purposes of Government Code Section 54221(f)(2), the Property is not: (i) within a coastal zone, (ii) adjacent to a historical unit of the State Parks System; (iii) listed on, or determined by the State Office of Historic Preservation to be eligible for, the National Register of Historic Places; or (iv) within the La ke Tahoe region as defined by Government Code Section 66905.5;
WHEREAS, the City, 425 Civic Cente r LP, a California limited partnership (the “Partnership”) and Trinity C enter Walnut Creek, a California nonprofit public benefit corporation (“Trinity”) applied for, and have received an award of funding (the “ Homekey Award”) under the California Department of Housing and Community Development ( “HCD”) Homekey Program established pursuant to California Health and Safety Code Section 50675.1.3 et seq. (the “Homekey Program”);
WHEREAS, in connection with the Homekey Award, the City, the Partnership, Trinity , and HCD will execute a Standard Agreement governing use of the Homekey Award (the “HCD Standard Agreement”);
WHEREAS, the City will acquire the Property using a portion of the Homekey Award , and will ground lease the Property to the Partnership pursuant to a ground lease (the “ Ground Lease”) that will require the Partnership to rehabilitate the existing improvements and operate them as a permanent supporti ve housing development consisting of forty-eight (48) studio apartments that will be rented at affordable rents to formerly homeless households that qualify as Extremely Low -Income Households (the “Restricted Units”) and one (1) unrestricted manager’s unit (the “Project”);
WHEREAS, pursuant to the HCD Standard Agreement and the Ground Lease , an Affordable Housing Regulatory Agreement and Declaration of Restrictive Covenants (“Regulatory Agreement”) will be recorded against the Property;
WHEREAS, both the Ground Lease and the Regulatory Agreement will require that for a term of fifty-five (55) years, t he Restricted Units must be occupied by, or if vacant, available for occupancy at affordable rents by households whose income does not exceed thirty percent (30%) of Area Median Income (“AMI”);
617
2 WHEREAS, upon disposition of the Property, the Regulatory Agreement and a memorandum of the Ground Lease will be recorded against the Property substantially in the form attached as exhibits to the Ground Lease, and such documents will be binding upon successors in interest to the Partnership and will be enforceable by the City;
WHEREAS, the Surplus Land Act (Government Code Section 54220 et. seq. ) was enacted to promote affordable housing development on unused or und erutilized public land throughout the State to respond to the affordable housing crisis , and now requires public agencies, including charter cities, to follow certain procedures to dispose of “surplus land” or declare land to be “exempt surplus land” at a regular public meeting prior to disposition;
WHEREAS, pursuant to Government Code Section 54221(f )(1)(A), surplus land that is transferred pursuant to Government Code Section 37364 qualifies as “exempt surplus land”;
WHEREAS, Government Code Section 373 64 authorizes cities to sell, lease, or otherwise dispose of real property to provide housing affordable to persons and families of low - or moderate-income provided that (i) at least 80% of the area of the property will be used for development of housing, and (ii) at least 40% of the housing units developed on the property will be affordable to households whose income is not greater than 60% AMI (75% of the upper limit for “lower income households”), of which at least one -half will be affordable to househol ds of very low-income (50% AMI); and
WHEREAS, the HCD Standard Agreement and the Ground Lease require the Property to be rehabilitated and operated for residential uses consistent with the affordability restrictions set forth in Government Code Section 37364.
NOW, THEREFORE, BE IT RESOLVED BY THE MEMBERS OF THE
RICHMOND CITY COUNCIL , COUNTY OF CONTRA COSTA, STATE OF CALIFORNIA, THAT:
1. The City Council adopts the recitals set forth above as findings of fact.
2. The City Council has determined, and here by affirms that the Property will be used to provide housing affordable to persons and families of low - or moderate-income, that this use is in the City’s best interests, and that the rehabilitation and operation of the Property in accordance with the requirements of the Ground Lease, the HCD Standard Agreement, and the Regulatory Agreement will satisfy the requirements of Government Code Section 37364.
3. The City Council further makes the following findings, pursuant to Government Code Section 37364:
a. Consistent with the requirements set forth in the Ground Lease and the Regulatory Agreement, not less than 80% of the Property will be developed for housing.
618
3 b. Consistent with the requirements set forth in the Ground Lease and the Regulatory Agreement, with the exception of the manager’s unit, all of the residential units in the Project will be affordable to households whose incomes are not greater than 30% of area median income.
4. Based upon the foregoing, the City Council hereby determines and declares the Prop erty to be exempt surplus land under Government Code Section 54221(f)(1)(A) as property transferred pursuant to Government Code Section 37364.
*******************************
I certify that the foregoing resolution was passed and adopted by the Council of the City of Richmond at a meeting thereof held on ______, 202 4, by the following vote:
AYES:
NOES:
ABSTENTIONS:
ABSENT:
________________________________
Clerk of the City of Richmond
APPROVED:
_________________________
Mayor
Approved as to form:
__________________________
City Attorney
619
4 Exhibit A
PROPERTY
[Insert legal description.]
620
December 17, 2024
Community Development
DATE: December 17, 2024
TO: Mayor Martinez and Members of the City Council
FROM:
Lina Velasco, Director of Community Development
Subject:
CSW/ST2 Contract Amendment No. 2 for Miraflores
FINANCIAL IMPACT: Funds for the maintenance and rehabilitation of the historic structures at Miraflores are appropriated within the Successor Agency budget in account string:
61322063-400708-07F63
PREVIOUS COUNCIL
ACTION:
September 19, 2023, February 6, 2024
STATEMENT OF THE
ISSUE:
The City of Richmond has been receiving complaints
regarding squatters occupying the space under and
within certain boarded-up historic structures located at the Miraflores property that are awaiting rehabilitation.
The original board up of the structures has been
compromised and staff is seeking a contract amendment
with CSW/ST2 to board up the Miraflores historic
structures.
RECOMMENDED ACTION:
APPROVE a contract amendment No. 2 with CSW/ST2
to modify the scope and budget related to the board up
and securing of the historic structures at the Miraflores site, for a not-to-exceed amount of $55,698.50, which
further allows a contingency amount equal to 10 percent of the quoted price, for a term ending June 30, 2026 –
Community Development Department (Lina Velasco 510-
620-6841).
AGENDA
REPORT
621
December 17, 2024
DISCUSSION:
The City of Richmond has received complaints regarding squatters occupying the space under and within certain previously boarded-up historic properties at the Miraflores property. The original board up of the structures have been compromised due to the length of time that has passed. Upon site inspection, staff noted that the structures are occupied by numerous people and their occupancy poses a risk to the historic structures and human life given that the structures are placed on lifts and have no electrical power. It is imperative for the City to reboard up and re-secure these structures now to ensure there is no loss of life or property resulting from the unlawful occupancy of the subject historic structures.
CSW/ST2 is preparing the rehabilitation plans for the historic structures. Given the historic nature of the buildings, it is imperative that any work on the structures does not adversely affect the integrity of the character-defining features of the structures - even temporary boarding up; therefore, the work would be completed via CSW/ST2.
SYNERGISTIC POLICIES:
The preservation of the ensembles of structures at Miraflores supports various General Plan policies including Policy HR1.1 and Policy HR1.2. that calls for the preservation of a diverse range of historic resources and the adaptive reuse of such resources.
Policy HR1.1 Preservation of Diverse Resources
Protect, preserve, and enhance the diverse range of historic, cultural, and archaeological sites and resources in the City for the benefit of current and future residents and visitors.
Policy HR1.2 Adaptive Reuse of Resources
Promote adaptive reuse, rehabilitation, and retrofitting of historic buildings that are no longer in their original use and explore approaches to integrate preservation with economic revitalization objectives.
CONCLUSION:
The proposed contract amendment is necessary to ensure public safety.
DOCUMENTS ATTACHED:
Attachment 1 – Amendment No. 2
Attachment 2 – Contract with CSW/ST2 including Amendment No. 1 622
CITY OF RICHMOND
CONTRACT AMENDMENT
Department: Project Manager:
Project Manager E-mail:
Project Manager Phone No:
P.R. No: Vendor No: P.O./Contract No:
Description of Services:
Amendment No. ___ modifies the: (2nd or subsequent amendments attach Amendment History page)
Term, Payment Limit and Service Plan
Payment Limit and Service Plan
Term and Service Plan
Service Plan
The parties to this Contract Amendment do mutually agree and promise as follows:
1. Parties. The parties to this Contract Amendment are the City of Richmond, California, a municipal corporation (City), and the following named Contractor:
Company Name:
Street Address:
City, State, Zip Code:
Contact Person:
Telephone: Email:
Business License No: / Expiration Date:
A California [ ] corporation, [ ] limited liability corporation [ ] general partnership, [ ] limited partnership, [ ] individual, [ ] non-profit corporation, [ ] individual dba as [specify:]
[ ] other [specify:]
2. Purpose. This Contract Amendment is being entered into to amend the Contract between City and Contractor which was approved by the City Council of the City of Richmond or executed by the City Manager on , which original term commenced on and terminates with an original contract payment limit of $ . Said contract shall hereinafter be referred to as the "Original Contract" and is incorporated herein by reference.
3. Original Contract Provisions. The parties hereto agree to continue to abide by those terms and conditions of the Original Contract, and any amendments thereto, which are unaffected by this Contract Amendment.
623
Contract Amendment/EJ/TE 09-26-07
4. Amendment Provisions. This Contract Amendment is subject to the Amendment Provisions attached hereto, which are incorporated herein by reference, and which control over any conflicting provisions of the Original Contract, or any amendment thereto.
5. City of Richmond Business License Active Status Maintained. Pursuant to Municipal Code Section 7.04.030, the Contractor must maintain its City of Richmond business license for this Contract Amendment to be deemed to be in effect.
6. Insurance Coverage Updated and Maintained. Pursuant to the Original Contract, the Contractor shall provide the City with updated insurance certificates, and the Contractor shall maintain insurance coverage, for this Contract Amendment to be deemed to be in effect.
7. Signatures. These signatures attest the parties’ agreement hereto:
CITY OF RICHMOND, CALIFORNIA
a municipal corporation
By _______________________
Title:
I hereby certify that the Original Contract
and this Amendment have been approved
by the City Council or executed by the City
Manager.
By _______________________
City Clerk
Approved as to form:
By_______________________
City Attorney
List of Attachments:
1. Amendment Provisions
2. Updated Insurance Certificates
CONTRACTOR:
______________________________
(*The Corporation Chairperson of the Board, President or Vice-President should sign on the line below.)
By____________________________
Title:________________________
(*The Corporation Chief Financial Officer, Secretary or Assistant Secretary should sign on the line below.)
By:___________________________
Title:________________________
(NOTE: Pursuant to California Corporations
Code Section 313, if Contractor is a
corporation or nonprofit organization, this
Contract (1) should be signed by the
Chairperson of the Board, President or
Vice-President
and the Chief Financial
Officer, Secretary or Assistant Secretary; (2)
should have both signatures conform to
designated representative groups pursuant
to Corporations Code Section 313.
624
Contract Amendment between the City of Richmond and
Amendment No. P.O./Contract No.
AMENDMENT PROVISIONS (PAYMENT LIMIT AND SERVICE PLAN)
1. Paragraph 3 (Payment Limit) of the Original Contract is hereby amended to increase the payment limit by $ . Paragraph 3 of the Original Contract is amended to read as follows:
"3. Payment Limit. City's total payments to Contractor under this Contract Amendment shall not exceed $ including expenses."
“The City of Richmond shall not pay for services that exceed the Contract Payment Limit without the prior written approval of the City Manager if the total Contract amount does not exceed $10,000 or without the prior approval of the City Council if the total Contract amount is over $10,000.”
2. The Service Plan (Exhibit A) of the Original Contract is hereby amended to include the following tasks and/or services:
Contract Amendment/EJ/TE 9-26-07
625
C:\Temp\2024-12-05 Miraflores Change Order (2300016.20).docx Adaptive Solutions for Resilient Designs
504 Redwood Boulevard, Suite 310
Novato, CA 94947
415.883.9850
www.cswst2.com
Berkeley | Novato | Petaluma | Pleasanton | Redwood City | Richmond Date: December 5, 2024
File: 2300016.20
City of Richmond
[email protected]
SUBJECT: Miraflores Sustainable Greenbelt Change Order (December 2024)
Dear I Kuan:
SCOPE OF WORK:
The work is to secure house, tank, and site from homeless entry K-rails placed at fence entry after fencing is secured. The City will clear the houses of persons and belongings before the start of work.
GARAGE
Frame openings and provide skirt with 6x6 pressure treated wood staked to the ground -secure openings
SAKAI HOUSE
Enclose porch area above and below the floor
Add plywood to door and secure
Add 6x6 pressure treated plate to ground and install plywood skirting Replace loose and or missing boards
WATER TANK
Install 2 x 12 planks to existing temp concrete foundation Infill gaps to prevent climbing under tank
OISHI HOUSE
Secure loose siding at front porch
Frame walls and add plywood front porch
Add 6x6 pressure treated plate staked to ground
Install skirting perimeter of house
Install wall back of house to secure from entry
Cover up opening at front gable to prevent bird intrusion Total budget: $55,698.50
Thank you for the opportunity in supporting the development of your project. We look forward to working with you and your team.
Sincerely,
CSW/ST2
Robert Stevens, CEO/President
626
Contract Amendment between the City of Richmond and
Amendment No. P.O./Contract No.
AMENDMENT PROVISIONS (AMENDMENT HISTORY)
The first Contract Amendment was approved by City Council of the City of Richmond or executed by the City Manager on for one or more of the following provisions (check those that apply):
Increased contract payment limit by $ ________________for a payment limit not to exceed $ _________________________.
Term Amendment (insert new termination date):________________________
Service Plan
The second Contract Amendment was approved by City Council of the City of Richmond or executed by the City Manager on for one or more of the following provisions (check those that apply):
Increased contract payment limit by $ ________________for a payment limit not to exceed $ _________________________.
Term Amendment (insert new termination date):________________________
Service Plan
The third Contract Amendment was approved by City Council of the City of Richmond or executed by the City Manager on for one or more of the following provisions (check those that apply):
Increased contract payment limit by $ ________________for a payment limit not to exceed $ _________________________.
Term Amendment (insert new termination date):________________________
Service Plan
The fourth Contract Amendment was approved by City Council of the City of Richmond or executed by the City Manager on for one or more of the following provisions (check those that apply):
Increased contract payment limit by $ ________________for a payment limit not to exceed $ _________________________.
Term Amendment (insert new termination date):________________________
Service Plan
The fifth Contract Amendment was approved by City Council of the City of Richmond or executed by the City Manager on for one or more of the following provisions (check those that apply):
Increased contract payment limit by $ ________________for a payment limit not to exceed $ _________________________.
Term Amendment (insert new termination date):________________________
Service Plan
627
___ 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.
628
___ 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.
629
___ 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.
630
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
3/31/2024
AssuredPartnersDesignProfessionalsInsuranceServices,LLC 3697Mt.DiabloBlvd.,Suite230
LafayetteCA94549
EliseFisher
510-272-1435
[email protected]
License#:6003745
USSpecialtyInsuranceCompany
29599
CSWSENG-01
SentinelInsuranceCompany
11000
CSW/Stuber-StroehEngineeringGroupInc
504RedwoodBlvd.,Suite310
NovatoCA94947
HartfordAccidentandIndemnityCompany
22357
HARTFORDINSURANCECOMPANY
38288
1586262869
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
3/31/2024
3/31/2025
4,000,000
C
1,000,000
X
X
X
Y
Y
57UEGBC2987
3/31/2024
3/31/2025
B
X
X
4,000,000
Y
57SBWBO0500
3/31/2024
Y
3/31/2025
4,000,000
X
10,000
D
X
Y
57WEGAL1BZF
3/31/2024
3/31/2025
1,000,000
1,000,000
1,000,000
A
ProfessionalLiability
USS2434626
3/31/2024
3/31/2025
PerClaim
AggregateLimit
$2,000,000
$4,000,000
TheUmbrellaPolicyisfollowformtoitsunderlyingPolicies:GeneralLiability/AutoLiability/EmployersLiability/EmployeeBenefitsLiability.
RE:AllOperationsoftheNamedInsured.TheCityofRichmond,itsofficers,officials,employees,agentsandvolunteersareAdditionalInsuredtoGeneral LiabilityandAutomobileLiabilityasrequiredbywrittencontract.Insuranceisprimaryandnon-contributoryperpolicyform.ScheduleofUnderlyingCoverageto Umbrella:GeneralLiability,AutoLiabilityandEmployer'sLiability.TheUmbrellaisfollowform.AWaiverofSubrogationappliestoGeneralLiability,Auto LiabilityandWorkers'Compensation. 30DaysNoticeofCancellation.DEDUCTIBLES:ProfessionalLiabilityDeductible=$35,000perclaim. ExcessLiability SIR=$10,000eachoccurrence.OtherLiabilityDeductibles=$0. 30DayNoticeofCancellation
CityofRichmond
450CivicCenterPlaza
Richmond,CA94804
631
COMMERCIAL AUTOMOBILE BROAD FORM
ENDORSEMENT
This endorsement modifies insurance provided under the following:
BUSINESS AUTO COVERAGE FORM
To the extent that the provisions of this endorsement provide broader benefits to the "insured" than other provisions of the Coverage Form, the provisions of this endorsement apply.
COMMERCIAL AUTOMOBILE
HA 99 16 12 21
THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY.
1. BROAD FORM INSURED
Paragraph .1. - WHO IS AN INSURED - of
Section II - Liability Coverage is amended to
add the following:
d. Subsidiaries and Newly Acquired or
Formed Organizations
The Named Insured shown in the Declarations
is amended to include:
(1) Any legal business entity other than a
partnership or joint venture, formed as a
subsidiary in which you have an
ownership interest of more than 50% on
the effective date of the Coverage Form.
However, the Named Insured does not
include any subsidiary that is an "insured"
under any other automobile policy or
would be an "insured" under such a policy
but for its termination or the exhaustion of
its Limit of Insurance.
(2) Any organization that is acquired or
formed by you and over which you
maintain majority ownership. However,
the Named Insured does not include any
newly formed or acquired organization:
(a) That is a partnership or joint venture,
(b) That is an "insured" under any other
policy,
(c) That has exhausted its Limit of
Insurance under any other policy, or
(d) 180 days or more after its acquisition
or formation by you, unless you have
given us notice of the acquisition or
formation.
Coverage does not apply to "bodily injury"
or "property damage" that results from an
"accident" that occurred before you
formed or acquired the organization.
e. Employees as Insureds
(1). Any "employee" of yours while using a
covered "auto" you don't own, hire or
borrow in your business or your personal
affairs.
f. Lessors as Insureds
(1). The lessor of a covered "auto" while the
"auto" is leased to you under a written
agreement if:
(a) The agreement requires you to
provide direct primary insurance for
the lessor and
(b) The "auto" is leased without a driver.
Such a leased "auto" will be considered a
covered "auto" you own and not a covered
"auto" you hire.
g. Additional Insured if Required by Contract
(1) When you have agreed, in a written
contract or written agreement, that a
person or organization be added as an
additional insured on your business auto
policy, such person or organization is an
"insured", but only to the extent such
person or organization is liable for "bodily
injury" or "property damage" caused by
the conduct of an "insured" under
paragraphs a. or b. of Who Is An Insured
with regard to the ownership,
maintenance or use of a covered "auto."
The insurance afforded to any such
additional insured applies only if the
"bodily injury" or "property damage"
occurs:
(a) During the policy period, and
(b) Subsequent to the execution of such
written contract, and
Form HA 99 16 12 21 Page 1 of 5
© 2021, The Hartford
(Includes copyrighted material of Insurance Services Office, Inc. with its permission.) 57UEGBC2987632
(c) Prior to the expiration of the period of
time that the written contract requires
such insurance be provided to the
additional insured.
(2) How Limits Apply
If you have agreed in a written contract or
written agreement that another person or
organization be added as an additional
insured on your policy, the most we will
pay on behalf of such additional insured is
the lesser of:
(a) The limits of insurance specified in the
written contract or written agreement;
or
(b) The Limits of Insurance shown in the
Declarations.
Such amount shall be a part of and not in
addition to Limits of Insurance shown in
the Declarations and described in this
Section.
(3) Additional Insureds Other Insurance
If we cover a claim or "suit" under this
Coverage Part that may also be covered
by other insurance available to an
additional insured, such additional insured
must submit such claim or "suit" to the
other insurer for defense and indemnity.
However, this provision does not apply to
the extent that you have agreed in a
written contract or written agreement that
this insurance is primary and
non-contributory with the additional
insured's own insurance.
(4) Duties in The Event Of Accident, Claim,
Suit or Loss
If you have agreed in a written contract or
written agreement that another person or
organization be added as an additional
insured on your policy, the additional
insured shall be required to comply with
the provisions in LOSS CONDITIONS 2. -
DUTIES IN THE EVENT OF ACCIDENT,
CLAIM , SUIT OR LOSS – OF SECTION
IV – BUSINESS AUTO CONDITIONS, in
the same manner as the Named Insured.
2. Primary and Non-Contributory if Required
by Contract
Only with respect to insurance provided to an
additional insured in A.1.g. - Additional
Insured If Required by Contract, the following
provisions apply:
(1) Primary Insurance When Required By
Contract
This insurance is primary if you have
agreed in a written contract or written
agreement that this insurance be primary.
If other insurance is also primary, we will
share with all that other insurance by the
method described in Other Insurance 5.d.
(2) Primary And Non-Contributory To Other
Insurance When Required By Contract
If you have agreed in a written contract or
written agreement that this insurance is
primary and non-contributory with the
additional insured's own insurance, this
insurance is primary and we will not seek
contribution from that other insurance.
Paragraphs (1) and (2) do not apply to other
insurance to which the additional insured has
been added as an additional insured.
When this insurance is excess, we will have
no duty to defend the insured against any
"suit" if any other insurer has a duty to defend
the insured against that "suit". If no other
insurer defends, we will undertake to do so,
but we will be entitled to the insured's rights
against all those other insurers.
When this insurance is excess over other
insurance, we will pay only our share of the
amount of the loss, if any, that exceeds the
sum of:
(1) The total amount that all such other
insurance would pay for the loss in the
absence of this insurance; and
(2) The total of all deductible and self-insured
amounts under all that other insurance.
We will share the remaining loss, if any, by
the method described in SECTION IV-
Business Auto Conditions, B. General
Conditions, Other Insurance 5.d.
3. AUTOS RENTED BY EMPLOYEES
Any "auto" hired or rented by your "employee" on
your behalf and at your direction will be
considered an "auto" you hire.
The SECTION IV- Business Auto Conditions, B.
General Conditions, 5. OTHER INSURANCE
Condition is amended by adding the following:
e. If an "employee’s" personal insurance also
applies on an excess basis to a covered
"auto" hired or rented by your "employee" on
your behalf and at your direction, this
insurance will be primary to the "employee’s"
personal insurance.
4. AMENDED FELLOW EMPLOYEE EXCLUSION
EXCLUSION 5. - FELLOW EMPLOYEE - of
SECTION II - LIABILITY COVERAGE does not
apply if you have workers' compensation
insurance in-force covering all of your
"employees".
Coverage is excess over any other collectible
insurance.
5. HIRED AUTO PHYSICAL DAMAGE COVERAGE
If hired "autos" are covered "autos" for Liability
Coverage and if Comprehensive, Specified
Causes of Loss, or Collision coverages are
provided under this Coverage Form for any "auto"
you own, then the Physical Damage Coverages
provided are extended to "autos" you hire or
borrow, subject to the following limit.
The most we will pay for "loss" to any hired "auto"
is:
(1) $100,000;
(2) The actual cash value of the damaged or
stolen property at the time of the "loss"; or
(3) The cost of repairing or replacing the
damaged or stolen property,
whichever is smallest, minus a deductible. The
deductible will be equal to the largest deductible
applicable to any owned "auto" for that coverage.
No deductible applies to "loss" caused by fire or
lightning. Hired Auto Physical Damage coverage
is excess over any other collectible insurance.
Subject to the above limit, deductible and excess
provisions, we will provide coverage equal to the
broadest coverage applicable to any covered
"auto" you own.
We will also cover loss of use of the hired "auto" if
it results from an "accident", you are legally liable
and the lessor incurs an actual financial loss,
subject to a maximum of $1000 per "accident".
This extension of coverage does not apply to any
"auto" you hire or borrow from any of your
"employees", partners (if you are a partnership),
members (if you are a limited liability company),
or members of their households.
6. PHYSICAL DAMAGE - ADDITIONAL
TEMPORARY TRANSPORTATION EXPENSE
COVERAGE
Paragraph A.4.a. of SECTION III - PHYSICAL
DAMAGE COVERAGE is amended to provide a
limit of $50 per day and a maximum limit of
$1,000.
7. LOAN/LEASE GAP COVERAGE
Under SECTION III - PHYSICAL DAMAGE
COVERAGE, in the event of a total "loss" to a
covered "auto", we will pay your additional legal
obligation for any difference between the actual
cash value of the "auto" at the time of the "loss"
and the "outstanding balance" of the loan/lease.
"Outstanding balance" means the amount you
owe on the loan/lease at the time of "loss" less
any amounts representing taxes; overdue
payments; penalties, interest or charges resulting
from overdue payments; additional mileage
charges; excess wear and tear charges; lease
termination fees; security deposits not returned by
the lessor; costs for extended warranties, credit
life Insurance, health, accident or disability
insurance purchased with the loan or lease; and
carry-over balances from previous loans or
leases.
8. AIRBAG COVERAGE
Under Paragraph B. EXCLUSIONS - of SECTION
III - PHYSICAL DAMAGE COVERAGE, the
following is added:
The exclusion relating to mechanical breakdown
does not apply to the accidental discharge of an
airbag.
9. ELECTRONIC EQUIPMENT - BROADENED
COVERAGE
a. The exceptions to Paragraphs B.4 -
EXCLUSIONS - of SECTION III - PHYSICAL
DAMAGE COVERAGE are replaced by the
following:
Exclusions 4.c. and 4.d. do not apply to
equipment designed to be operated solely by
use of the power from the "auto's" electrical
system that, at the time of "loss", is:
(1) Permanently installed in or upon the
covered "auto";
(2) Removable from a housing unit which is
permanently installed in or upon the
covered "auto";
(3) An integral part of the same unit housing
any electronic equipment described in
Paragraphs (1) and (2) above; or
(4) Necessary for the normal operation of the
covered "auto" or the monitoring of the
covered "auto's" operating system.
b. Section III, Physical Damage Coverage, Limit
of Insurance, Paragraph C.2. is amended to
add the following:
$1,500 is the most we will pay for "loss" in
any one "accident" to all electronic equipment
(other than equipment designed solely for the
reproduction of sound, and accessories used
with such equipment) that reproduces,
receives or transmits audio, visual or data
signals which, at the time of "loss", is:
Form HA 99 16 12 21 Page 3 of 5634
(1) Permanently installed in or upon the
covered "auto" in a housing, opening or
other location that is not normally used by
the "auto" manufacturer for the installation
of such equipment;
(2) Removable from a permanently installed
housing unit as described in Paragraph
2.a. above or is an integral part of that
equipment; or
(3) An integral part of such equipment.
c. For each covered "auto", should loss be
limited to electronic equipment only, our
obligation to pay for, repair, return or replace
damaged or stolen electronic equipment will
be reduced by the applicable deductible
shown in the Declarations, or $250, whichever
deductible is less.
10. EXTRA EXPENSE - BROADENED COVERAGE
Under Paragraph A. - COVERAGE - of SECTION
III - PHYSICAL DAMAGE COVERAGE, we will
pay for the expense of returning a stolen covered
"auto" to you.
11. GLASS REPAIR - WAIVER OF DEDUCTIBLE
Under Paragraph D. - DEDUCTIBLE - of
SECTION III - PHYSICAL DAMAGE COVERAGE,
the following is added:
No deductible applies to glass damage if the glass
is repaired rather than replaced.
12. TWO OR MORE DEDUCTIBLES
Under Paragraph D. - DEDUCTIBLE - of
SECTION III - PHYSICAL DAMAGE COVERAGE,
the following is added:
If another Hartford Financial Services Group, Inc.
company policy or coverage form that is not an
automobile policy or coverage form applies to the
same "accident", the following applies:
(1) If the deductible under this Business Auto
Coverage Form is the smaller (or smallest)
deductible, it will be waived;
(2) If the deductible under this Business Auto
Coverage Form is not the smaller (or
smallest) deductible, it will be reduced by the
amount of the smaller (or smallest)
deductible.
13. AMENDED DUTIES IN THE EVENT OF
ACCIDENT, CLAIM, SUIT OR LOSS
The requirement in LOSS CONDITIONS 2.a. -
DUTIES IN THE EVENT OF ACCIDENT, CLAIM,
SUIT OR LOSS - of SECTION IV - BUSINESS
AUTO CONDITIONS that you must notify us of an
"accident" applies only when the "accident" is
known to:
(1) You, if you are an individual;
(2) A partner, if you are a partnership;
(3) A member, if you are a limited liability
company; or
(4) An executive officer or insurance manager, if
you are a corporation.
14. UNINTENTIONAL FAILURE TO DISCLOSE
HAZARDS
If you unintentionally fail to disclose any hazards
existing at the inception date of your policy, we
will not deny coverage under this Coverage Form
because of such failure.
15. HIRED AUTO - COVERAGE TERRITORY
SECTION IV, BUSINESS AUTO CONDITIONS,
PARAGRAPH B. GENERAL CONDITIONS, 7. -
POLICY PERIOD, COVERAGE TERRITORY - is
added to include the following:
(6) For short-term hired "autos", the coverage
territory with respect to Liability Coverage is
anywhere in the world provided that if the
"insured's" responsibility to pay damages for
"bodily injury" or "property damage" is
determined in a "suit," the "suit" is brought in
the United States of America, the territories
and possessions of the United States of
America, Puerto Rico or Canada or in a
settlement we agree to.
16. WAIVER OF SUBROGATION
Paragraph 5. TRANSFER OF RIGHTS OF
RECOVERY AGAINST OTHERS TO US - of
SECTION IV - BUSINESS AUTO CONDITIONS
A. Loss Conditions is amended by adding the
following:
We waive any right of recovery we may have
against any person or organization with whom you
have a written contract that requires such waiver
because of payments we make for damages
under this Coverage Form.
17. RESULTANT MENTAL ANGUISH COVERAGE
The definition of "bodily injury" in SECTION V-
DEFINITIONS, C. is replaced by the following:
"Bodily injury" means bodily injury, sickness or
disease sustained by any person, including
mental anguish or death resulting from any of
these.
18. EXTENDED CANCELLATION CONDITION
Paragraph 2. of the COMMON POLICY
CONDITIONS - CANCELLATION - applies except
as follows:
If we cancel for any reason other than
nonpayment of premium, we will mail or deliver to
the first Named Insured written notice of
cancellation at least 60 days before the effective
date of cancellation.
19. HYBRID, ELECTRIC, OR NATURAL GAS
VEHICLE PAYMENT COVERAGE
In the event of a total loss to a "non-hybrid" auto
for which Comprehensive, Specified Causes of
Loss, or Collision coverages are provided under
this Coverage Form, then such Physical Damage
Coverages are amended as follows:
a. If the auto is replaced with a "hybrid" auto or
an auto powered solely by electricity or
natural gas, we will pay an additional 10%, to
a maximum of $2,500, of the "non-hybrid"
auto’sactual cash value or replacement cost,
whichever is less,
b. The auto must be replaced and a copy of a
bill of sale or new lease agreement received
by us within 60 calendar days of the date of
"loss,"
c. Regardless of the number of autos deemed a
total loss, the most we will pay under this
Hybrid, Electric, or Natural Gas Vehicle
Payment Coverage provision for any one
"loss" is $10,000.
For the purposes of the coverage provision,
a. A "non-hybrid" auto is defined as an auto that
uses only an internal combustion engine to
move the auto but does not include autos
powered solely by electricity or natural gas.
b. A "hybrid" auto is defined as an auto with an
internal combustion engine and one or more
electric motors; and that uses the internal
combustion engine and one or more electric
motors to move the auto, or the internal
combustion engine to charge one or more
electric motors, which move the auto.
20. VEHICLE WRAP COVERAGE
In the event of a total loss to an "auto" for which
Comprehensive, Specified Causes of Loss, or
Collision coverages are provided under this
Coverage Form, then such Physical Damage
Coverages are amended to add the following:
In addition to the actual cash value of the "auto",
we will pay up to $1,000 for vinyl vehicle wraps
which are displayed on the covered "auto" at the
time of total loss. Regardless of the number of
autos deemed a total loss, the most we will pay
under this Vehicle Wrap Coverage provision for
any one "loss" is $5,000. For purposes of this
coverage provision, signs or other graphics
painted or magnetically affixed to the vehicle are
not considered vehicle wraps.
Form HA 99 16 12 21 Page 5 of 5636
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.
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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
Form SS 00 08 04 05 Page 11 of 24
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BUSINESS LIABILITY COVERAGE FORM
(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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BUSINESS LIABILITY COVERAGE FORM
(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.
Form SS 00 08 04 05 Page 13 of 24
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BUSINESS LIABILITY COVERAGE FORM
(a) The preparing, approving, or This General Aggregate limit does not failure to prepare or approve, apply to "property damage" to premises maps, shop drawings, opinions, while rented to you or temporarily reports, surveys, field orders, occupied by you with permission of the change orders, designs or owner, arising out of fire, lightning or drawings and specifications; or explosion.
(b) 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:
Form SS 00 08 04 05 Page 15 of 24
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BUSINESS LIABILITY COVERAGE FORM
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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BUSINESS LIABILITY COVERAGE FORM
(6) When You Are Added As An When this insurance is excess over other Additional Insured To Other insurance, we will pay only our share of Insurance the amount of the loss, if any, that
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.
Form SS 00 08 04 05 Page 17 of 24
3ROLF\
57SBWBO0500
644
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
03/31/2024
CSW/Stuber-StroehEngineeringGroupInc
504RedwoodBlvd.,Suite310
Novato,CA94947
03/31/2025
645
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
646
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 Hartford647
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 0405648 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 3of24649 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
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 5of24651
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
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 7of24653
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;
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 9of24655
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,
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 11of24657 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 0405658 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 13of24659 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 0405660 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 15of24661
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
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 17of24663 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 19of24665
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 21of24667
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 23of24669
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: / Expiration 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 DevelopmentLina [email protected](510) 620-670614077 / 6689Landscape architectural services for the interpretive program and rehabilitation of historic structures for the Miraflores project. CSW/Stuber-Stroeh Engineering Group, Inc.504 Redwood Boulevard, #310Novato, CA 94947 Robert Stevens, President(925) 523-4004 [email protected] 31, 2023September 19, 2023December 31, 2025217,323.00 671
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: By: City Clerk (* The Corporation Chief Financial Officer, Secretary or Assistant Secretary should sign below) Approved as to form: By: By: Title: 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.
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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. 673
121 Park PlaceRichmond, CA 94801www.cswst2.comBerkeleyNovatoPetalumaPleasantonRedwood CityRichmondSan JoseBend, ORAdaptive Solutions, Resilient DesignsProject #: 2300016June 12, 2023, REV August 23, 2023Ms. Lina Velasco, Director of Community DevelopmentCity of Richmond450 Civic Center PlazaRichmond, CA 94804RE.: MIRAFLORES SUSTAINABLE GREENBELT PROJECTEXTRA SERVICES REQUEST TO LANDSCAPE ARCHITECTURAL SERVICES ON-CALL CONTRACTFOR THE INTERPRETIVE PROGRAM AND REHABILITATION OF HISTORIC STRUCTURESDear 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 programand 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 WORKInterpretation: 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 signframes, sign panels, and all related site work. We will assist the City to bid the project and will performconstruction 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 674
MIRAFLORES SUSTAINABLE GREENBELT PROJECTEXTRA SERVICES REQUEST TO LANDSCAPE ARCHITECTURAL SERVICES ON-CALL CONTRACTFOR THE INTERPRETIVE PROGRAM AND REHABILITATION OF HISTORIC STRUCTURESON-CALL AGREEMENT, AS-NEEDED LANDSCAPE ARCHITECTURAL SERVICESPage 2 of 4will 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 theirapproximate 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. Thesecond concept vacates the site but takes the same area for the structures and adds it to the park.
Sakai Relocation Site - Option 1
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MIRAFLORES SUSTAINABLE GREENBELT PROJECTEXTRA SERVICES REQUEST TO LANDSCAPE ARCHITECTURAL SERVICES ON-CALL CONTRACTFOR THE INTERPRETIVE PROGRAM AND REHABILITATION OF HISTORIC STRUCTURESON-CALL AGREEMENT, AS-NEEDED LANDSCAPE ARCHITECTURAL SERVICESPage 3 of 4 Sakai Relocation Site - Option 2We 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 ItemCSW|ST2., Proj. Mgmt., Landscape Architecture, Civil $ 85,000.00* Interpretation &Engineering, Surveying, Cost Est., Const. Admin. Historic StructuresTreanor HL, Historic Architecture $ 62,585.00 Historic StructuresDonna Graves and Patti Wakida, Public Historians $ 27,348.00* InterpretationChristina Jirachachavalwong, Interpretive Design $ 12,890.00* InterpretationMCID, Interpretive Frame Shop Drawings $ 8,500.00* InterpretationYJ, Inc., Structural Engineering $ 5,000.00 InterpretationTroast Jacking and Heavy Moving, Inc $ 15,000.00 InterpretationSubtotal Extra Services Request $ 216,323.00Reimbursable Expenses $ 1,000.00TOTAL 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. 676
MIRAFLORES SUSTAINABLE GREENBELT PROJECTEXTRA SERVICES REQUEST TO LANDSCAPE ARCHITECTURAL SERVICES ON-CALL CONTRACTFOR THE INTERPRETIVE PROGRAM AND REHABILITATION OF HISTORIC STRUCTURESON-CALL AGREEMENT, AS-NEEDED LANDSCAPE ARCHITECTURAL SERVICESPage 4 of 4Thank 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#746 677
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 PAYMENT 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 Contractor 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 after 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 DevelopmentLina Velasco
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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 Velasco450 Civic Center PlazaRobert Stevens, PE, TE504 Redwood Boulevard, #310Novato, CA 94947 679
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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, 680
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. 681
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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 Contract's termination (or for any further period that is required by law) and until all Federal or State audits are complete and exceptions resolved for this contract's funding period. Upon request, CONTRACTOR shall make these 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. 682
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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 683
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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. 684
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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 685
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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 686
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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 687
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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 688
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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. 689
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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 690
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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. 691
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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. 692
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. 693
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. 694
___ 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’ LiabilityStatutory limits as required by the State of California including $1 million Employers’ Liability per accident, per employee for bodily injury or disease. If CONTRACTORis 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. 695
___ 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 REQUIRED 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. 696
___ 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 CONTRACTORshall 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. 697
SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORETHE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED INACCORDANCE WITH THE POLICY PROVISIONS.
INSURER(S) AFFORDING COVERAGEINSURER F :INSURER E :INSURER D :INSURER C :INSURER B :INSURER A :NAIC #NAME:CONTACT(A/C, No):FAXE-MAILADDRESS:PRODUCER(A/C, No, Ext):PHONEINSUREDREVISION NUMBER:CERTIFICATE NUMBER:COVERAGESIMPORTANT: 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 onthis 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. THISCERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIESBELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZEDREPRESENTATIVE OR PRODUCER, AND THE CERTIFICATE HOLDER.
N / ASUBRWVDADDLINSDAUTOMOBILE LIABILITYY / NWORKERS COMPENSATIONAND EMPLOYERS' LIABILITY(Mandatory in NH)LIMITS(MM/DD/YYYY)POLICY EXP(MM/DD/YYYY)POLICY EFFPOLICY NUMBERTYPE OF INSURANCELTRINSR DESCRIPTION OF OPERATIONS / LOCATIONS / VEHICLES (ACORD 101, Additional Remarks Schedule, may be attached if more space is required)EXCESS LIABUMBRELLA LIABCOMMERCIAL GENERAL LIABILITY
CERTIFICATE OF LIABILITY INSURANCEDATE (MM/DD/YYYY)
CANCELLATIONAUTHORIZED REPRESENTATIVEACORD 25 (2016/03)© 1988-2015 ACORD CORPORATION. All rights reserved.CERTIFICATE HOLDERThe ACORD name and logo are registered marks of ACORD 698
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 - CALIFORNIAThis endorsement modifies insurance provided under the following:BUSINESS LIABILITY COVERAGE FORMA.It is agreed that paragraph(2)of subsections6.d.and6.f.of SectionC. - WHO IS AN INSUREDisreplaced by the following:(2)The insurance afforded by paragraph(1)abovedoes not apply if your acts or omissions, or theacts or omissions of those acting on your behalf,that are alleged to have caused the "bodilyinjury", "property damage" or "personal andadvertising injury", involve professionalarchitectural, engineering or surveying services,including but not limited to:(a)The preparing, approving, editing of orfailure to prepare or approve, shopdrawings, maps, opinions, reports, surveys,change orders, field orders, designs,drawings, specifications, warnings,recommendations, permit applicationspayment requests, manuals or instructions;(b)Supervisory, inspection, quality control,architectural, engineering or surveyingactivities or services;(c)Maintenance of job site safety, constructionadministration, construction contracting,construction management, computerconsulting or design software developmentor programming service, or selection of acontractor or programming service;(d)Monitoring, sampling, or testing servicenecessary to perform any of the servicesincluded in a. b. or c. above;(e)Supervision, hiring, employment, training ormonitoring of others who are performingany of the services included in a., b. or c.above.The insurance afforded to such additionalinsured:(a)Only applies to the extent permitted by law;and(b)Will not be broader than that which you arerequired by the contract or agreement toprovide for such additional insured.B.It is agreed that the following paragraphs are addedto the end of subsections1.and8.of SectionF - OPTIONAL ADDITIONAL INSUREDCOVERAGES;and it is agreed the followingparagraphs replace sectionb.of subsection9.ofSectionF. - OPTIONAL ADDITIONAL INSUREDCOVERAGES.These paragraphs do not attach oramend the language of any of the other subsectionsofSection F - OPTIONAL ADDITIONAL INSUREDCOVERAGES:The insurance afforded by this subsection does notapply if your acts or omissions, or the acts oromissions of those acting on your behalf, that arealleged to have caused the "bodily injury", "propertydamage" or "personal and advertising injury",involve professional architectural, engineering orsurveying services, including but not limited to:(a)The preparing, approving, editing of orfailure to prepare or approve, shopdrawings, maps, opinions, reports, surveys,change orders, field orders, designs,drawings, specifications, warnings,recommendations, permit applicationspayment requests, manuals or instructions;(b)Supervisory, inspection, quality control,architectural, engineering or surveyingactivities or services;(c)Maintenance of job site safety, constructionadministration, construction contracting,construction management, computerconsulting or design software developmentor programming service, or selection of acontractor or programming service;(d)Monitoring, sampling, or testing servicenecessary to perform any of the servicesincluded in a. b. or c. above;(e)Supervision, hiring, employment, training ormonitoring of others who are performing anyof 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 arerequired by the contract or agreement toprovide for such additional insured. 699
BUSINESS LIABILITY COVERAGE FORM(b) b.Rented to, in the care, custody or Coverage under this provision does notcontrol of, or over which physical apply to:control is being exercised for any(1)"Bodily injury" or "property damage"purpose by you, any of yourthat occurred; or"employees", "volunteer workers",(2)"Personal and advertising injury"any partner or member (if you arearising out of an offense committeda partnership or joint venture), orbefore you acquired or formed the any member (if you are a limitedorganization.liability company).4. Operator Of Mobile Equipmentb. Real Estate ManagerWith respect to "mobile equipment" registered inAny person (other than your "employee" oryour name under any motor vehicle registration"volunteer worker"), or any organizationlaw, any person is an insured while driving suchwhile acting as your real estate manager.equipment along a public highway with yourc. Temporary Custodians Of Yourpermission. Any other person or organizationPropertyresponsible for the conduct of such person isAny person or organization having properalso an insured, but only with respect to liabilitytemporary custody of your property if youarising 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 theto that person or organization for this liability.maintenance or use of that property; andHowever, no person or organization is an insuredwith respect to:(2)Until your legal representative hasbeen appointed.a."Bodily injury" to a co-"employee" of theperson driving the equipment; ord. Legal Representative If You Dieb."Property damage" to property owned by,Your legal representative if you die, butrented to, in the charge of or occupied byonly with respect to duties as such. Thatyou or the employer of any person who isrepresentative will have all your rights andan insured under this provision.duties under this insurance.5. Operator of Nonowned Watercrafte. Unnamed SubsidiaryWith respect to watercraft you do not own thatAny subsidiary and subsidiary thereof, ofis less than 51 feet long and is not being usedyours which is a legally incorporated entityto carry persons for a charge, any person is anof which you own a financial interest ofinsured while operating such watercraft withmore than 50% of the voting stock on theyour permission. Any other person oreffective date of this Coverage Part.organization responsible for the conduct ofThe insurance afforded herein for anysuch person is also an insured, but only withsubsidiary not shown in the Declarationsrespect to liability arising out of the operationas a named insured does not apply toof the watercraft, and only if no otherinjury or damage with respect to which aninsurance of any kind is available to thatinsured under this insurance is also anperson or organization for this liability.insured under another policy or would beHowever, no person or organization is anan insured under such policy but for itsinsured with respect to:termination or upon the exhaustion of itslimits of insurance.a."Bodily injury" to a co-"employee" of theperson operating the watercraft; or3. Newly Acquired Or Formed Organizationb."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 oryou or the employer of any person who islimited liability company, and over which youan insured under this provision.maintain financial interest of more than 50% ofthe voting stock, will qualify as a Named6. Additional Insureds When Required ByInsured if there is no other similar insuranceWritten Contract, Written Agreement Oravailable to that organization. However:Permita.Coverage under this provision is affordedThe person(s) or organization(s) identified inonly until the 180th day after you acquirea. f.Paragraphs through below are additionalor form the organization or the end of theinsureds when you have agreed, in a writtenpolicy period, whichever is earlier; andForm SS 00 08 04 05 Page 11 of 24700 BUSINESS LIABILITY COVERAGE FORM(e)contract, written agreement or because of a Any failure to make suchpermit issued by a state or political inspections, adjustments, tests orsubdivision, that such person or organization servicing as the vendor hasbe added as an additional insured on your agreed to make or normallypolicy, provided the injury or damage occurs undertakes to make in the usualsubsequent to the execution of the contract or course of business, in connectionagreement, or the issuance of the permit. with the distribution or sale of theproducts;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. Vendorsdamage" arising out of the soleAny person(s) or organization(s) (referred tonegligence of the vendor for itsbelow as vendor), but only with respect toown acts or omissions or those of"bodily injury" or "property damage" arisingits employees or anyone elseout of "your products" which are distributedacting on its behalf. However, thisor sold in the regular course of the vendor'sexclusion 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 vendorhas agreed to make or normallyis subject to the following additionalundertakes to make in the usualexclusions:course of business, inThis insurance does not apply to:connection with the distribution(a)"Bodily injury" or "propertyor sale of the products.damage" for which the vendor is(2)This insurance does not apply to anyobligated to pay damages byinsured person or organization fromreason of the assumption ofwhom you have acquired such products,liability in a contract or agreement.or any ingredient, part or container,This exclusion does not apply toentering into, accompanying orliability for damages that thecontaining such products.vendor would have in the absenceb. 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 changeinjury", "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 whenmaintenance, operation or use ofunpacked solely for the purpose ofequipment leased to you by suchinspection, demonstration, testing,person or organization.or the substitution of parts underinstructions from the manufacturer,and then repackaged in theoriginal container;Page 12 of 24 Form SS 00 08 04 05701 BUSINESS LIABILITY COVERAGE FORM(2) e. Permits Issued By State Or PoliticalWith respect to the insurance affordedSubdivisionsto these additional insureds, thisinsurance does not apply to any(1)Any state or political subdivision, but"occurrence" which takes place afteronly with respect to operationsyou cease to lease that equipment.performed by you or on your behalf forc. Lessors Of Land Or Premiseswhich the state or political subdivisionhas issued a permit.(1)Any person or organization from(2)whom you lease land or premises, but With respect to the insurance affordedonly with respect to liability arising out to these additional insureds, thisof 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 operationsto these additional insureds, this performed for the state orinsurance 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; orf. Any Other Party(b)Structural alterations, new (1)Any other person or organization whoconstruction or demolition a.is not an insured under Paragraphsoperations performed by or on ethrough . above, but only withbehalf of such person or respect to liability for "bodily injury",organization."property damage" or "personal andd. Architects, Engineers Or Surveyorsadvertising injury" caused, in whole orin part, by your acts or omissions or(1)Any architect, engineer, or surveyor, butthe acts or omissions of those actingonly with respect to liability for "bodilyon your behalf:injury", "property damage" or "personal(a)and advertising injury" caused, in whole In the performance of youror in part, by your acts or omissions or ongoing operations;the acts or omissions of those acting on(b)In connection with your premisesyour behalf:owned by or rented to you; or(a)In connection with your premises;(c)In connection with "your work" andorincluded within the "products-(b)In the performance of your completed operations hazard", butongoing operations performed by only ifyou or on your behalf.(i)The written contract or written(2)With respect to the insurance afforded agreement requires you toto these additional insureds, the provide such coverage tofollowing 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" includedarising 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, thisfailure to prepare or approve, insurance does not apply to:maps, shop drawings, opinions,"Bodily injury", "property damage" orreports, surveys, field orders, "personal and advertising injury"change orders, designs or arising out of the rendering of, or thedrawings and specifications; orfailure to render, any professional(b)Supervisory, inspection, architectural, engineering or surveyingarchitectural or engineering services, including:activities.Form SS 00 08 04 05 Page 13 of 24702 BUSINESS LIABILITY COVERAGE FORM(a)The preparing, approving, or This General Aggregate limit does not failure to prepare or approve, apply to "property damage" to premises maps, shop drawings, opinions, while rented to you or temporarily reports, surveys, field orders, occupied by you with permission of the change orders, designs or owner, arising out of fire, lightning ordrawings and specifications; or explosion.(b) 3. Each Occurrence LimitSupervisory, inspection, architectural or engineering 2.a. 2.bSubject to or above, whicheveractivities.applies, the most we will pay for the sum of allThe limits of insurance that apply to additional damages because of all "bodily injury",D.insureds are described in Section Limits "property damage" and medical expensesOf Insurance. arising out of any one "occurrence" is theLiability and Medical Expenses Limit shown inHow this insurance applies when other the Declarations.insurance is available to an additional insuredis described in the Other Insurance Condition The most we will pay for all medical expensesE.in Section Liability And Medical Expenses because of "bodily injury" sustained by anyGeneral Conditions. one person is the Medical Expenses Limitshown 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 forcompany that is not shown as a Named Insured in the sum of all damages because of allthe Declarations."personal and advertising injury" sustained byany one person or organization is the PersonalD. LIABILITY AND MEDICAL EXPENSESand Advertising Injury Limit shown in theLIMITS OF INSURANCEDeclarations.1. The Most We Will Pay5. Damage To Premises Rented To You LimitThe Limits of Insurance shown in theThe Damage To Premises Rented To YouDeclarations and the rules below fix the mostLimit is the most we will pay under Businesswe will pay regardless of the number of:Liability Coverage for damages because ofa.Insureds;"property damage" to any one premises, whileb.Claims made or "suits" brought; orrented to you, or in the case of damage by fire,lightning or explosion, while rented to you orc.Persons or organizations making claims ortemporarily occupied by you with permission ofbringing "suits".the owner.2. Aggregate LimitsIn the case of damage by fire, lightning orThe most we will pay for:explosion, the Damage to Premises Rented Toa.Damages because of "bodily injury" andYou Limit applies to all damage proximately"property damage" included in thecaused by the same event, whether such"products-completed operations hazard" isdamage results from fire, lightning or explosionthe 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 "bodilyorganization who is an additional insuredinjury", "property damage" or "personalunder this Coverage Part is the lesser of:and advertising injury", including medicala.The limits of insurance specified in aexpenses, is the General Aggregate Limitwritten contract, written agreement orshown in the Declarations.permit issued by a state or politicalThis General Aggregate Limit appliessubdivision; orseparately to each of your "locations"b.The Limits of Insurance shown in theowned by or rented to you.Declarations."Location" means premises involving theSuch amount shall be a part of and not in same or connecting lots, or premisesaddition to the Limits of Insurance shown in whose connection is interrupted only by athe Declarations and described in this Section.street, roadway or right-of-way of arailroad.Page 14 of 24 Form SS 00 08 04 05703 BUSINESS LIABILITY COVERAGE FORM(1)If more than one limit of insurance under this Immediately send us copies of anypolicy and any endorsements attached thereto demands, notices, summonses orapplies to any claim or "suit", the most we will pay legal papers received in connectionunder 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 andapplicable 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 applyagainst the "suit"; andseparately to each consecutive annual period and to(4)Assist us, upon our request, in theany remaining period of less than 12 months, startingenforcement of any right against anywith the beginning of the policy period shown in theperson or organization that may beDeclarations, unless the policy period is extendedliable to the insured because of injuryafter issuance for an additional period of less than 12or damage to which this insurancemonths. In that case, the additional period will bemay also apply.deemed part of the last preceding period for purposesd. Obligations At The Insured's Own Costof determining the Limits of Insurance.No insured will, except at that insured's ownE. LIABILITY AND MEDICAL EXPENSEScost, voluntarily make a payment, assumeGENERAL CONDITIONSany obligation, or incur any expense, otherthan for first aid, without our consent.1. Bankruptcye. Additional Insured's Other InsuranceBankruptcy or insolvency of the insured or ofthe insured's estate will not relieve us of ourIf we cover a claim or "suit" under thisobligations under this Coverage Part.Coverage Part that may also be coveredby other insurance available to an2. Duties In The Event Of Occurrence,additional insured, such additional insuredOffense, Claim Or Suitmust submit such claim or "suit" to thea. Notice Of Occurrence Or Offenseother insurer for defense and indemnity.You or any additional insured must see toHowever, this provision does not apply toit that we are notified as soon asthe extent that you have agreed in apracticable of an "occurrence" or anwritten contract, written agreement oroffense which may result in a claim. Topermit 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 anyClaim Or Suitinjured persons and witnesses; anda. b.Paragraphs and apply to you or to(3)The nature and location of any injuryany additional insured only when suchor 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 isan individual;If a claim is made or "suit" is broughtagainst any insured, you or any additional(2)Any partner, if you or an additionalinsured must:insured is a partnership;(1)Immediately record the specifics of the(3)Any manager, if you or an additionalclaim 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 additionalinsured 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 additionalclaim or "suit" as soon as practicable.insured is a trust; orc. Assistance And Cooperation Of The(6)Any elected or appointed official, if youInsuredor an additional insured is a politicalsubdivision or public entity.You and any other involved insured must:Form SS 00 08 04 05 Page 15 of 24704 BUSINESS LIABILITY COVERAGE FORMf. (3)This Paragraph applies separately to We have issued this policy in relianceyou and any additional insured. upon your representations.3. Financial Responsibility Laws b. Unintentional Failure To DiscloseHazardsa.When this policy is certified as proof offinancial responsibility for the future underIf unintentionally you should fail to disclosethe provisions of any motor vehicleall hazards relating to the conduct of yourfinancial responsibility law, the insurancebusiness at the inception date of thisprovided by the policy for "bodily injury"Coverage Part, we shall not deny anyliability and "property damage" liability willcoverage under this Coverage Partcomply with the provisions of the law tobecause of such failure.the extent of the coverage and limits of7. Other Insuranceinsurance required by that law.If other valid and collectible insurance isb.With respect to "mobile equipment" toavailable for a loss we cover under thiswhich this insurance applies, we willCoverage Part, our obligations are limited asprovide any liability, uninsured motorists,follows:underinsured motorists, no-fault or othera. Primary Insurancecoverage required by any motor vehicleb.law. We will provide the required limits for This insurance is primary except whenthose coverages. below applies. If other insurance is alsoprimary, we will share with all that other4. Legal Action Against Usc.insurance by the method described inNo person or organization has a right underbelow.this Coverage Form:b. Excess Insurancea.To join us as a party or otherwise bring usThis insurance is excess over any of theinto a "suit" asking for damages from another insurance, whether primary, excess,insured; orcontingent or on any other basis:b.To sue us on this Coverage Form unless(1) Your Workall of its terms have been fully compliedwith.That is Fire, Extended Coverage,Builder's Risk, Installation Risk orA person or organization may sue us to recoversimilar coverage for "your work";on an agreed settlement or on a final judgmentagainst an insured; but we will not be liable for(2) Premises Rented To Youdamages that are not payable under the terms ofThat is fire, lightning or explosionthis insurance or that are in excess of theinsurance for premises rented to youapplicable limit of insurance. An agreedor temporarily occupied by you withsettlement means a settlement and release ofpermission 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 Insuredscover your liability as a tenant forExcept with respect to the Limits of Insurance,"property damage" to premises rentedand any rights or duties specifically assignedto you or temporarily occupied by youin this policy to the first Named Insured, thiswith permission of the owner;insurance applies:(4) Aircraft, Auto Or Watercrafta.As if each Named Insured were the onlyIf the loss arises out of the maintenanceNamed Insured; andor use of aircraft, "autos" or watercraft tob.Separately to each insured against whomg.the extent not subject to Exclusion ofa claim is made or "suit" is brought.A.Section Coverages.6. Representations(5) Property Damage To Borroweda. When You Accept This PolicyEquipment Or Use Of ElevatorsBy accepting this policy, you agree:If the loss arises out of "propertydamage" to borrowed equipment or(1)The statements in the Declarationsthe use of elevators to the extent notare accurate and complete;k. A.subject to Exclusion of Section (2)Those statements are based uponCoverages.representations you made to us; andPage 16 of 24 Form SS 00 08 04 05705 BUSINESS LIABILITY COVERAGE FORM(6) When You Are Added As AnWhen this insurance is excess over other Additional Insured To Otherinsurance, we will pay only our share of Insurancethe 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 otherarising out of the premises or insurance would pay for the loss in theoperations, or products and completed absence of this insurance; andoperations, for which you have been(2)The total of all deductible and self-added as an additional insured by thatinsured amounts under all that otherinsurance; orinsurance.(7) When You Add Others As AnWe will share the remaining loss, if any, withAdditional Insured To Thisany other insurance that is not described inInsurancethis Excess Insurance provision and was notThat is other insurance available to an bought specifically to apply in excess of theadditional insured. Limits of Insurance shown in theDeclarations of this Coverage Part.However, the following provisionsc. Method Of Sharingapply to other insurance available toany person or organization who is anIf all the other insurance permitsadditional insured under this Coveragecontribution by equal shares, we will followPart:this method also. Under this approach,(a) Primary Insurance Wheneach insurer contributes equal amountsRequired By Contractuntil it has paid its applicable limit ofinsurance or none of the loss remains,This insurance is primary if youwhichever comes first.have agreed in a written contract,written agreement or permit that If any of the other insurance does not permitthis insurance be primary. If other contribution by equal shares, we willinsurance is also primary, we will contribute by limits. Under this method, eachshare with all that other insurance insurers share is based on the ratio of itsc.by the method described in applicable limit of insurance to the totalbelow. applicable limits of insurance of all insurers.(b) Primary And Non-Contributory 8. Transfer Of Rights Of Recovery AgainstTo Other Insurance When Others To UsRequired By Contracta. Transfer Of Rights Of RecoveryIf you have agreed in a writtenIf the insured has rights to recover all orcontract, written agreement orpart of any payment, includingpermit that this insurance isSupplementary Payments, we have madeprimary and non-contributory withunder this Coverage Part, those rights arethe additional insured's owntransferred to us. The insured must doinsurance, this insurance isnothing after loss to impair them. At ourprimary and we will not seekrequest, the insured will bring "suit" orcontribution from that othertransfer those rights to us and help usinsurance.enforce them. This condition does not(a) (b)Paragraphs and do not apply to apply to Medical Expenses Coverage.other insurance to which the additionalb. Waiver Of Rights Of Recovery (Waiverinsured has been added as an Of Subrogation)additional insured.If the insured has waived any rights ofWhen this insurance is excess, we will recovery against any person orhave 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, weother insurer has a duty to defend the have made under this Coverage Part, weinsured against that "suit". If no otheralso waive that right, provided the insuredinsurer defends, we will undertake to dowaived their rights of recovery againstso, 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 executedprior to the injury or damage.Form SS 00 08 04 05 Page 17 of 24706 707
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THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY.
Countersigned byAuthorized Representative(1) Printed in U.S.A.Form WC 04 03 06Policy Expiration Date:
WAIVER OF OURRIGHT TO RECOVER FROMOTHERS ENDORSEMENT - CALIFORNIAEndorsement 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 ourright against the person or organization named in the Schedule. (This agreement applies only to the extent that youperform 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 workdescribed in the Schedule.The additional premium for this endorsement shall be 2 % of the California workers' compensation premium otherwise dueon such remuneration.SCHEDULEPerson or Organization Job DescriptionAny person or organization from whom you are required by written contract or agreement to obtain this waiver of rightsfrom us 712
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CITY OF RICHMONDSanctuary City Compliance StatementThe 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”). Contractor understands and agrees that the City may choose with whom it will maintain business relations and may refrain from contracting withany 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 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 totheir customers, which include both private-sector business and governmentagencies;ii. The aggregation of data that was collected for another purpose from that forwhich it is ultimately used.b. “Extreme Vetting” means data mining, threat modeling, predictive risk analysis, orother similar services."Contractor understands that it is not eligible to receive or retain a City contract if at the time the Contract isexecuted, 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 materialdefault 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 amisdemeanor 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. Executed this day of , 20 , at , California.Printed Name: Title:Signed: Date:Business Entity:Vendor SCCO Compliance Statement (Augt2020) 738
CITY OF RICHMOND
CONTRACT AMENDMENT
Department: Project Manager:
Project Manager E-mail:
Project Manager Phone No:
P.R. No: Vendor No: P.O./Contract No:
Description of Services:
Amendment No. ___ modifies the: (2nd or subsequent amendments attach Amendment History page)
Term, Payment Limit and Service Plan
Payment Limit and Service Plan
Term and Service Plan
Service Plan
The parties to this Contract Amendment do mutually agree and promise as follows:
1. Parties. The parties to this Contract Amendment are the City of Richmond, California, a municipal corporation (City), and the following named Contractor:
Company Name:
Street Address:
City, State, Zip Code:
Contact Person:
Telephone: Email:
Business License No: / Expiration Date:
A California [ ] corporation, [ ] limited liability corporation [ ] general partnership, [ ] limited partnership, [ ] individual, [ ] non-profit corporation, [ ] individual dba as [specify:]
[ ] other [specify:]
2. Purpose. This Contract Amendment is being entered into to amend the Contract between City and Contractor which was approved by the City Council of the City of Richmond or executed by the City Manager on , which original term commenced on and terminates with an original contract payment limit of $ . Said contract shall hereinafter be referred to as the "Original Contract" and is incorporated herein by reference.
3. Original Contract Provisions. The parties hereto agree to continue to abide by those terms and conditions of the Original Contract, and any amendments thereto, which are unaffected by this Contract Amendment.
Community Development
Lina Velaso
[email protected]
(510) 620-6706
14077
/ 6689
Landscape architectural services for the interpretive program and rehabilitation of historic structures for the Miraflores project. ✔
1 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
✔
October 4, 2023
September 19, 2023
December 31, 2025
217,323.00
DocuSign Envelope ID: 57E96908-3BFB-45B2-AA62-FCA722526151 739
Contract Amendment/EJ/TE 09-26-07
4. Amendment Provisions. This Contract Amendment is subject to the Amendment Provisions attached hereto, which are incorporated herein by reference, and which control over any conflicting provisions of the Original Contract, or any amendment thereto.
5. City of Richmond Business License Active Status Maintained. Pursuant to Municipal Code Section 7.04.030, the Contractor must maintain its City of Richmond business license for this Contract Amendment to be deemed to be in effect.
6. Insurance Coverage Updated and Maintained. Pursuant to the Original Contract, the Contractor shall provide the City with updated insurance certificates, and the Contractor shall maintain insurance coverage, for this Contract Amendment to be deemed to be in effect.
7. Signatures. These signatures attest the parties’ agreement hereto:
CITY OF RICHMOND, CALIFORNIA
a municipal corporation
By _______________________
Title:
I hereby certify that the Original Contract
and this Amendment have been approved
by the City Council or executed by the City
Manager.
By _______________________
City Clerk
Approved as to form:
By_______________________
City Attorney
List of Attachments:
1. Amendment Provisions
2. Updated Insurance Certificates
CONTRACTOR:
______________________________
(*The Corporation Chairperson of the Board, President or Vice-President should sign on the line below.)
By____________________________
Title:________________________
(*The Corporation Chief Financial Officer, Secretary or Assistant Secretary should sign on the line below.)
By:___________________________
Title:________________________
(NOTE: Pursuant to California Corporations
Code Section 313, if Contractor is a
corporation or nonprofit organization, this
Contract (1) should be signed by the
Chairperson of the Board, President or
Vice-President
and the Chief Financial
Officer, Secretary or Assistant Secretary; (2)
should have both signatures conform to
designated representative groups pursuant
to Corporations Code Section 313.
CSW/ Stuber-Stroeh Engineering Group, Inc.
DocuSign Envelope ID: 57E96908-3BFB-45B2-AA62-FCA722526151 President/CEO
Mayor 2/16/2024
740
Contract Amendment between the City of Richmond and
Amendment No. P.O./Contract No.
AMENDMENT PROVISIONS (PAYMENT LIMIT AND SERVICE PLAN)
1. Paragraph 3 (Payment Limit) of the Original Contract is hereby amended to increase the payment limit by $ . Paragraph 3 of the Original Contract is amended to read as follows:
"3. Payment Limit. City's total payments to Contractor under this Contract Amendment shall not exceed $ including expenses."
“The City of Richmond shall not pay for services that exceed the Contract Payment Limit without the prior written approval of the City Manager if the total Contract amount does not exceed $10,000 or without the prior approval of the City Council if the total Contract amount is over $10,000.”
2. The Service Plan (Exhibit A) of the Original Contract is hereby amended to include the following tasks and/or services:
Contract Amendment/EJ/TE 9-26-07
CSW/ Stuber-Stroeh Engineering Group, Inc.
1 / 6689
98,406.00
315,729.00
Additional services per the scope and budget below shall be provided.
DocuSign Envelope ID: 57E96908-3BFB-45B2-AA62-FCA722526151 741
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
Purchase Order#24200619
December 28, 2023
Ms. Lina Velasco, Director of Community Development
City of Richmond
450 Civic Center Plaza
Richmond, CA 94804
RE.: MIRAFLORES SUSTAINABLE GREENBELT PROJECT - PURCHASE ORDER#24200619
EXTRA SERVICES REQUEST TO LANDSCAPE ARCHITECTURAL SERVICES CONTRACT
FOR REHABILITATION OF HISTORIC STRUCTURES AND CREEK MONITORING
Dear Lina,
We request additional services for the Miraflores Sustainable Greenbelt Project for work not included in our original design services proposal.
Additional work by the TreanorHL and CSW|ST2 team will include updating the existing drawings to the most recent building code cycle, preparation of construction documents for the water tank and pump house, sprinkler drawings for the Sakai and Oishi houses, and an 8% contingency for construction administration phase for unforeseen conditions.
We also request additional services for the required Baxter Creek monitoring work by Restoration Design group. The following is the additional scope and fee for the two subconsultants:
ADDITIONAL SERVICES SCOPE AND FEE
TreanorHL – Historic Structures Work - $67,506.00
Additional Task #1 - $30,154.00
- TreanorHL - $11,954.00
- Update drawings to 2022 CBC code. Review and update existing drawings to conform to - any relevant code changes since the drawings were previously issued. - Added time to respond to permit comments
- Added time for RFI responses during construction
- Cost estimate coordination and review
- Bid analysis
- eDesignC - $7,800.00
- Project restart including review of OPR.
- Update drawings to 2022 codes. Including product number updates for M, E, and P.
Plumbing fixture flow updates to meet 2022 Cal Green.
- Revise T24.
- Leland Saylor Associates - $10,400.00
- The cost estimate will be based upon the 100% CD set for all four buildings and will be completed once the drawings have been updated to the 2022 building code.
DocuSign Envelope ID: 57E96908-3BFB-45B2-AA62-FCA722526151 742
MIRAFLORES SUSTAINABLE GREENBELT PROJECT - PURCHASE ORDER#24200619
EXTRA SERVICES REQUEST TO LANDSCAPE ARCHITECTURAL SERVICES CONTRACT
FOR REHABILITATION OF HISTORIC STRUCTURES AND CREEK MONITORING