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.
Public Works Ken Cheng
[email protected] (510) 621-1612
14077 6880
Design services to support the Section 130 at Harbour Way S and Wright Avenue.
CSW|Stuber-Stroeh Engineering Group, Inc.
121 Park Place
Richmond, CA 94801
Robert Stevens
(415) 533-1864 [email protected]
40059351 December 31, 2024
January 8, 2024
December 31, 2024
255,056 .00
✔
6881 ___
DocuSign Envelope ID: 3226CCBE-022E-41D9-BE64-5F5D7F862251
6. Authorized Representatives and Notices . This Contract is subject to the Authorized Representatives and Notices Provisions (Exhibit C) which are attached hereto and are incorporated herein by reference.
7. General Conditions.
This Contract is subject to the General Conditions
(Exhibit D) which are attached hereto and are incorporated herein by reference, subject to all the terms and conditions contained or incorporated herein.
8. Special Conditions
. This Contract is subject to the Special Conditions (Exhibit E) (if any) which are attached hereto and are incorporated herein by reference, subject to all the terms and conditions contained or incorporated herein. (Note:
other than Public Works contracts, the City will agree to Special Conditions only in unusual circumstances.)
9. Insurance Provisions.
This Contract is subject to the Insurance Provisions
(Exhibit F) which are attached hereto and are incorporated herein by reference.
10. Signatures. These signatures attest the parties' Contract hereto:
CITY OF RICHMOND CONTRACTOR:
a municipal corporation
By:
(* The Corporation Chairperson of the Board,
President or Vice President should sign below)
Title: By:
I hereby certify that this Contract Title:
has been approved by City Council.
Date Signed:
B y :
City Clerk
(* The Corporation Chief Financial Officer,
Secretary or Assistant Secretary should sign below)
Approved as to form:
B y :
B y : T i t l e :
City Attorney
Date Signed:
(NOTE: Pursuant to California Corporations
Code Section 313, if Contractor is a corporation
or nonprofit organization, this Contract (1) must
be signed by (a) the Chairperson of the Board,
President or Vice-President and
(b) the
Secretary any Assistant Secretary, the Chief
Financial Officer or any Assistant Treasurer.
LIST OF ATTACHMENTS:
Service Plan Exhibit A
Payment Provisions Exhibit B
Authorized Representatives and Notices Exhibit C
General Conditions Exhibit D
Special Conditions Exhibit E
Insurance Provisions Exhibit F
Standard Contract/EJ/TE 9-26-07
CSW|Stuber-Stroeh Engineering Group, Inc.
!"
#
DocuSign Envelope ID: 3226CCBE-022E-41D9-BE64-5F5D7F862251 Director of Public Works
Mayor
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:
Public Works Director
See Attached Scope of Work, Schedule, and Fee
CSW|Stuber-Stroeh Engineering Group, Inc.
DocuSign Envelope ID: 3226CCBE-022E-41D9-BE64-5F5D7F862251 P:\Shared\Projects\2023\2300292-Section-130\Contract\LTR-2023-12-11-Cheng-Richmond.docx Adaptive Solutions for Resilient Designs
121 Park Place
Richmond, CA 94801
415.883.9850
www.cswst2.com
Berkeley | Novato | Petaluma | Pleasanton | Redwood City | Richmond Reference 2300292
December 11, 2023
Ken Cheng, PE
Senior Civil Engineer
Public Works Department
Engineering Division
450 Civic Center Plaza
Richmond, CA 94804
Subject: Design Services to Support the Section 130 at Harbour Way and Wright Avenue Dear Mr. Cheng:
We appreciate the opportunity to support your team an d the Richmond community is improving safety at the BNSF railroad crossing of Harbour Way South at Wright Avenue. Please find enclosed our scope of work, schedule, and fee.
If I can provide any additional information, please contact me at 415.533.1864 or [email protected].
Sincerely,
CSW/ST2
Robert Stevens, PE, TE
Principal
DocuSign Envelope ID: 3226CCBE-022E-41D9-BE64-5F5D7F862251 Section 130 Harbour Way South and Wright Avenue
Work Plan
Harbour Way South is an important component of the San Francisco Bay Trail providing a link to the Richmond Ferry Terminal. In the current configurat ion, BNSF railroad tracks diagonally cross the intersection. In previous discussions with stakeholders in July 2017, we understand the project will include a four-way traffic signal to control movements. When trains are crossing, the signal will turn red. This is allowed as train speeds in this area are limited to 10 mph. In addition, the project will complete bicycle and pedestrian improvements through the intersection. Currently, the intersection is shown in the following photograph:
The City recevied Section 130 funding, which supports improving safety for at-grade railroad crossings. The specific criteria associated with the Section 130 funding includes the following:
• Remove one CPUC Standard 9-A warning device in the southwest quadrant and replace it with one CPUC Standard 9 warning device.
• Install pre-signal for eastbound motorists, interconnected to the railroad signal system for advance preemption.
• Modify traffic signal operation at the intersection of South Cutting Boulevard and Carlson Boulevard.
• Re-align north and south pedestrian paths at or near 90 degrees with respect to tracks. • Signage and striping installation per the MUTCD.
View of the crossing from 2022 once WR Forde completed the Class IV.
DocuSign Envelope ID: 3226CCBE-022E-41D9-BE64-5F5D7F862251 Section 130 Harbour Way South and Wright Avenue
Work Plan
The general discussion at the crossing during the July 2022 diagnostic meeting held for the quick build projects included the following comments:
x Recommend doing little or nothing to the crossing on our quick build project; new crosswalks trigger need for ADA ramps. The Section 130 project will pay for everything so don’t do anything now that can be funded later.
x Re-stripe intersection – Wright Ave stop bars are almost invisible. x Add red curb on Harbour north of intersection, about two car lengths. Cars block rail signs. x Complete truck turning analysis due to high truck volume. x Modify asphalt at the tracks as there is a large uplift. x Need to complete a field survey at the intersection to determine the right of way. Need to determine if the controller cabinet can be located within the right of way. If an easement is needed, it will require more than 2 years to process.
x NEPA is required, but this should be a statutory exemption. x Re-surfacing, drainage, visibility, and safety enhancements can be incorporated into the Section 130 funding.
x Developing a quiet zone at this location is not reasonable as there is significant train noise within 1,500 feet.
Our team to support this effort includes Fehr and Peers for signal design and Orion Engineering for quality assurance. In coordination with the City, BNSF, CPUC, and the community, our team will work to develop bicycle, pedestrian, and vehicle safety improvements for the at-grade railroad crossing of Harbour Way South. We have attached a draft exhibit of the project, which we will refine in accordance with the following work plan.
TASK 1 PRELIMINARY ENGINEERING
1.1 Diagnostic Meeting. CSWST2 will coordinate a meeting with stakeholders to review field conditions at the crossing and discuss options to improve safety. This will include City representatives, Caltrans, BNSF, CPUC, Richmond Pacific Railroad, and RailPros (BNSF Consultant). We will complete the minutes of the meeting. This will be an update to the June 2017 diagnostic meeting held on site.
1.2 Existing Conditions Mapping. Our team will complete a detailed survey of the intersection which will include the following.
A. Control. CSWST2 will establish horizontal control using the California Coordinate System CC83. We will establish vertical control on the NAVD88.
B. Property Boundary and Record Monuments: Our team will establish the record boundary for all quadrants. We will file up to two Records of Survey (likely APN 560-260- 048 and 560-232-008) with Contra Costa County to resolve the boundary.
C. Monument Preservation: We will locate and preserve record monuments in accordance with the Business & Professions Code §8771; Streets & Highways §732 & §732.5, §1492.5, §1810.5; and Penal Code §605. We will locate these monuments and develop special provisions requiring the contractor to file a pre-construction corner record with Contra Costa County showing three reference control points that are tied to the monument.
DocuSign Envelope ID: 3226CCBE-022E-41D9-BE64-5F5D7F862251 Section 130 Harbour Way South and Wright Avenue
Work Plan
D. Survey: Our team will collect topography, which generally will include back of curb, face of curb, back of walk, ADA ramps, street centerline, and surface utilities. We will depict drainage patterns with spot elevations and contour data at 1-foot intervals.
E. Utilities: We will collect as-built records of utilities and measure the location of surface appurtenances. Upon completion of the 30% documents, our team will complete GPR locations of utilities. The known utilities, including the City’s fiber network, are shown in the following exhibit.
F. Prepare Base Map: CSWST2 will develop a detailed base map integrating topography, boundary, and utility information.
1.3 Layout Refinement. As the right of way is limited and securing an easement is complicated due to the federal funding, we will complete a preliminary layout of the intersection to confirm the sidewalks and traffic signals can be installed within the City’s right of way. We will share the results of this study with BNSF and the CPUC. Should this be infeasible, we will coordinate with all parties to secure additional right of way, including creating a plat map and legal description of the required easement.
1.4 Preliminary Design (30%). Using the data collected, and discussions with stakeholders, we will provide the following:
A. Plans and Exhibits.
i. Title sheet and vicinity map
ii. Layout Plan for Curbs and Ramps
iii. Signal Plan
iv. Signage and Striping
B. Updated traffic count for the intersection.
DocuSign Envelope ID: 3226CCBE-022E-41D9-BE64-5F5D7F862251 Section 130 Harbour Way South and Wright Avenue
Work Plan
C. Preliminary signal timing using SimTraffic 11 includes preemption calculations for the peak-hour intersection operation.
D. Construction Cost Analysis
1.5 Outreach. As a component of the San Francisco Bay Trail and the Richmond to Ferry to Bay Trail, we will conduct outreach with community members and stakeholders as follows:
A. TRAC. Our team will coordinate a meeting with TRAC to inform them of the project, progress, and refine the bicycle and pedestrian features incorporated into the project.
B. Marina Bay Neighborhood Council. We will attend the Marina Bay Neighborhood Council meeting to provide information regarding the project and receive feedback.
C. Council of Industries. Our team will coordinate a meeting with the Council of Industries to review the project and discuss construction staging.
D. Caltrans. For traffic to not be stranded on the tracks along north bound Harbour Way South, the project may interconnect with the signal at Harbour Way South and Hoffman Avenue.
1.6 Public Utilities. Our team will coordinate with the public utilities including PGE, Comcast, ATT, and EBMUD as well as Richmond sewer, storm drain, and fiber to ensure their infrastructure is integrated into the design and consistent with the Utility Certification requirements of Local Assistance. This will include the following items:
A. Preliminary Notice. Our team will prepare a formal notification, also known as A Letters, to the utilities. This will include a coordination meeting at the City’s office (or online) to discuss the project and schedule.
B. Detailed Coordination. As we advance the design, our team will submit plans at the 35%, 65%, and 95% levels of completion also known as the B and C Letters/Plans. This will include a coordination meeting and summary of next steps with the process.
1.7 Contract Management. CSWST2 will be responsible for overall management of our design team including the following:
A. Project Management: CSWST2 will manage the design team as well as track progress, schedule, and budget. We will be responsible for documenting all design decisions and keeping an official record of the project. Furthermore, we will submit monthly progress reports identifying tasks completed, budget status, and issues status.
B. Quality Control/ Assurance: We will have an independent member of the team review documents for accuracy and constructability.
C. Meetings: The team will meet with stakeholders on three occasions during this phase.
TASK 2. Environmental, Local Assistance, and Railroad Support
2.1 Environmental Assessment. Our team will provide the following.
Key Deliverables
a. Existing Conditions Mapping
b. Diagnostic meeting notes
c. Preliminary layout and right of way needs.
d. Traffic signal recommendations
e. 30% Design Documents
f. Outreach meetings agendas and minutes.
DocuSign Envelope ID: 3226CCBE-022E-41D9-BE64-5F5D7F862251 Section 130 Harbour Way South and Wright Avenue
Work Plan
A. Project Description. CSWST2 will prepare the project description for use in presenting the project summary information as identified on the Environmental Checklist Form in Appendix G of the CEQA Guidelines. The project description will include a discussion of the key characteristics of the project site and vicinity, project objectives, details of the proposed project, the planning and approval process, and the anticipated project schedule.
B. CEQA Categorical Exemption. Section 21084 of the Public Resources Code (PRC) provides guidelines for projects that have been determined to not have a significant effect on the environment and are therefore determined to be exempt from the provisions of CEQA. The proposed project would likely fall into the first category (Class I) of categorically exempt projects as described in Section 15301, Existing Facilities. We will document the determination for the exempt status in a Notice of Exemption (NOE) accompanied by a supporting memorandum. The supporting memorandum will include statements confirming absence of exceptions to the categorical exclusion.
C. NEPA Categorical Exclusion. We will coordinate with Local Assistance to secure the exclusion for the project. This should require standard conditions to be incorporated into the document.
2.2 Local Assistance. We will support staff in assembling documents to Local Assistance including:
A. Right of Way Certification. CSWST2 will complete Local Assistance Form 13-B “Right of Way Certification” for the project documenting that the City has permanent rights- of-way as well as utility clearances to construct the project. We assume this will be a Certification Number
1. Additionally, while the contractor may need to enter private property to complete the work, it is for the benefit of the private property owner, which can be completed through a standard right of entry process.
B. Request for Authorization. With completion of the 95% documents and encroachment permit, we will submit the following:
i. Request for Authorization Form
ii. PS&E Certification and Checklist
iii. Field Review From
iv. Finance Letter 3-O
v. DBE Form
vi. ROW Certification
vii. Plans and Specifications
2.3 General Order 88B . We will complete an application, attend the diagnostic meeting, and coordinate with BNSF and the California Public Utilities Commission for modifications to the railroad crossings. This will include submittal and acquisition of encroachment permits for the revisions to the track crossing.
2.4 Contract Management. We will complete the tasks as identified in Task 1.7 including attending up to four (4) coordination meetings.
Key Deliverables
a. NEPA and CEQA Documentation.
b. GO 88B application and associated technical documents. c. Final E76 package.
DocuSign Envelope ID: 3226CCBE-022E-41D9-BE64-5F5D7F862251 Section 130 Harbour Way South and Wright Avenue
Work Plan
TASK 3. FINAL DESIGN
3.1 Final Design. We anticipate completed documents at the 65% and 95% levels of design. During this phase, we will continue to coordinate with BNSF related to signal and railroad control preemption. These documents will include the following elements:
A. Plans
i. Title Sheet and Vicinity Map
ii. Utility Relocation Plan
iii. Clearing and Grubbing Plan
iv. Layout Plan for Curbs and Ramps
v. Signal Plan
vi. Signage and Striping
vii. Erosion Control Plan
B. Special Provision. Our team will develop special provisions in City’s format modified for the federal format.
C. Cost Estimate/ Bid Schedule. We will update our cost model consistent with the design and funding program.
3.2 PG&E Coordination. We will coordinate with PG&E for new electrical service.
3.3 Signal Timing. Signal timing Sheets based on the CA-MUTCD and Diode chart for new signal. Task includes assistance with bench and field testing the signal timings.
3.4 Bid submittal. Upon securing the E76 noted in Task 2.2, we will finalize the documents for bid.
3.5 Contract Management. We will complete the tasks as identified in Task 1.7 including attending up to four (4) coordination meetings.
TASK 4. Bidding and Construction Support
4.1 Our team will provide standard bidding and construction support services including reviewing submittals and responding to contractor questions. This will include support to the City in programming the controller. Post construction, we will prepare as-builts documents based upon the contractor’s markups.
SCHEDULE
We propose to deliver our services as illustrated in the attached schedule.
COMPENSATION
CSWST2 agrees to provide our services described above on a time and expense basis. We have attached a summary of the labor effort for all team members. In addition to standard reimbursable expenses for travel, Deliverables
a. 65%, 95%, and final documents.
b. Meeting agendas, presentation, and minutes.
Deliverables
a. Bid addenda.
b. Submittal review, response to requests for information, and field review narratives. c. As-built documents.
DocuSign Envelope ID: 3226CCBE-022E-41D9-BE64-5F5D7F862251 Section 130 Harbour Way South and Wright Avenue
Work Plan
plotting, and postage as shown on the fee worksheets, our team will pay title reports and County recording fees.
ASSUMPTIONS
In preparation for our scope of work, we have made several assumptions to establish our team’s labor effort.
1. We will support the coordination of right of way and easements by providing concept sketches as well as legal description and plat maps. If right of way is required, appraisals and acquisition of right of way will be performed by Contra Costa County or other government entity.
2. The City will pay all BNSF engineering fees.
3. The project will generally follow the schedule as outlined.
DocuSign Envelope ID: 3226CCBE-022E-41D9-BE64-5F5D7F862251 TS
TS
TS
TS
HARBOUR WAY SOUTH
WRIGHT AVNUE
560-232-008
560-260-048
560-260-053
560-260-006
560-231-009
BNSF
BNSF
BNSF
ROWVALIDATION
ROWVALIDATION
ROW
VALIDATION
ROW
VALIDATION
RAMP
RAMP
RAMP
RAMP
RAMP RAMP
RAMP
RAMP
MONUMENT
DocuSign Envelope ID: 3226CCBE-022E-41D9-BE64-5F5D7F862251 ID Task Name Duration Start Finish
1 HarbourandWrightSection130RailCrossing 193days Mon1/8/24 Wed10/2/24 2 Task1PreliminaryEngineering 113days Mon1/8/24 Wed6/12/24 3 NoticetoProceed 0days Mon1/8/24 Mon1/8/24
4 DiagnosticMeeting 0days Tue1/30/24 Tue1/30/24
5 ExistingConditionsMapping 15days Thu1/11/24 Wed1/31/24 6 PreliminaryDesign 15days Thu2/1/24 Wed2/21/24
7 StakeholderReview 20days Thu2/22/24 Wed3/20/24
8 ReviewMeeting 0days Wed3/20/24 Wed3/20/24
9 Outreach 60days Thu3/21/24 Wed6/12/24
10 TRAC 0days Wed3/27/24 Wed3/27/24
11 MarinaBayNeighborhoodCouncil 0days Wed4/3/24 Wed4/3/24 12 CouncilofIndustries 0days Fri4/5/24 Fri4/5/24
13 Caltrans 0days Wed3/27/24 Wed3/27/24
14 PublicUtilityCoordination 60days Thu3/21/24 Wed6/12/24 15 Task2Environmental,LocalAssistance,and
Railroadsupport
135days Thu3/21/24 Wed9/25/24
16 ProjectDescription 3days Thu3/21/24 Mon3/25/24
17 CEQACategoricalExemption 15days Tue3/26/24 Mon4/15/24 18 NEPACategoricalExclusions 45days Thu3/21/24 Wed5/22/24 19 RightofWayCertification 60days Thu3/21/24 Wed6/12/24 20 GeneralOrder88B 90days Thu3/21/24 Wed7/24/24
21 E76 45days Thu7/25/24 Wed9/25/24
22 Task3FinalDesign 122days Tue4/16/24 Wed10/2/24 23 65%PSE 25days Tue4/16/24 Mon5/20/24
24 StakeholderReview 10days Tue5/21/24 Mon6/3/24
25 ReviewMeeting 0days Mon6/3/24 Mon6/3/24
26 95%PSE 20days Tue6/4/24 Mon7/1/24
27 StakeholderReview 10days Tue7/2/24 Mon7/15/24
28 ReviewMeeting 0days Mon7/15/24 Mon7/15/24
29 BidSubmittal 5days Thu9/26/24 Wed10/2/24
30 ProjectReadyforAdvertisement 0days Wed10/2/24 Wed10/2/24 1/8
1/30
3/20
3/27
4/3
4/5
3/27
6/3
7/15
10/2
Dec Jan Feb Mar Apr May Jun Jul Aug Sep Oct
2024
Task
Split
Milestone
Summary
ProjectSummary
ExternalTasks
ExternalMilestone
InactiveTask
InactiveMilestone
InactiveSummary
ManualTask
DurationͲonly
ManualSummaryRollup
ManualSummary
StartͲonly
FinishͲonly
Deadline
Progress
ManualProgress
Page1
Project:msproj11
Date:Wed11/15/23
DocuSign Envelope ID: 3226CCBE-022E-41D9-BE64-5F5D7F862251 SECTION 130 HARBOUR AND WRIGHT 12.11.2023
SUMMARY OF PROJECT COSTS
Task 1. Preliminary Engineering
CSW|ST2 62,451$ Fehr and Peers 20,101 $
Utility Locator 11,171 $
Orion Engineers 10,052 $
Subtotal 103,776 $
Task 2 Environmental, Local Assistance, and Railroad Support CSW|ST2 14,029$ Fehr and Peers - $
Utility Locator - $
Orion Engineers 5,433 $
Subtotal 19,462 $
Task 3 Construction Documents
CSW|ST2 44,725$ Fehr and Peers 43,343 $
Utility Locator - $
Orion Engineers 9,865 $
Subtotal 97,932 $
Task 4 Bidding and Construction Support
CSW|ST2 13,818$ Fehr and Peers 11,467 $
Utility Locator 11,171 $
Orion Engineers 25,350 $
Subtotal 61,806$
Reimbursable Expenses
CSW|ST2 5,100$ Fehr and Peers - $
Utility Locator 3,000 $
Orion Engineers 500 $
Subtotal 8,600$
TOTAL FEE
CSW|ST2 140,124$ 55% Fehr and Peers 74,911 $ 29%
Utility Locator 14,171 $ 6%
Orion Engineers 25,850 $ 10% DBE
Total 255,056$ 100%
CERTIFICATION OF DIRECT COSTS:
1. Generally Accepted Accounting Principles (GAAP)
2. Terms and conditions of the contract
3. Title 23 United States Code Section 112 - Letting of Contracts
4. 48 Code of Federal Regulations Pare 31 - Contact Cost Principles and Procedures
5. 23 Code of Federal Regulations Part 172 - Procurement, Management, and Administration of Engineering and Designee Related Services 6 48 Code of Federal Regulations Par 9904 - Cost Accounting Standards Board (when applicable) Local governments are responsible for applying only cognizant agency approved or CALTRANS accepted Indirect Cost Rate(s).
Prime Consultant
Name: Robert Stevens Title: President
Signature: Date: 11.15.2023
Email: [email protected] Phone Number: 415.533.1864
Date of Certification: 01.20.22
All costs must be applied consistently and fairly to all contracts. All documentation of compliance must be retained in the project files and be in compliance with applicable federal and state requirements. Costa that are noncompliant with the federal and state requirements are not libel for reimbursement.
I, the undersigned, certify to the best of my knowledge and belief that all direct costs identified on the cost proposal(s) in this contract are actual, reasonable, allowable, and allocable to the contract in accordance with the contract terms and the following requirements:
DocuSign Envelope ID: 3226CCBE-022E-41D9-BE64-5F5D7F862251 2023 Hourly Rate ($/ hour)
Fringe
Overhead
Profit
Multiplier
Billable Rate (Overhead & Profit) ($/ hour)
1.1 Diagnostic Meeting 4$ 7 2 9
1.2 Existing Conditions Mapping 132 $20,333
1.3 Layout Refinement 48 $9,107
1.4 Preliminary Design 138 $22,229
1.5 Outreach
TRAC 9 $1,882
Marina Bay Neighborhood Council 9 $1,882
Council of Industies 5 $1,032
Caltrans 4$ 7 2 9
1.6 Public Utilites 8 $1,433
1.7 Contract Management
General Project Management 8 $1,457
QA/QC 0$ 0
Meetings 8 $1,639
373 $62 ,451
2.1 Environmental Support
Project Description 4$ 7 2 9
CEQA CE 8 $1,433
NEPA CE 8 $1,433
2.2 Local Assistance
ROW Certification 8 $1,445
Request for Authorization 10 $1,797
2.3 General Order 88B 22 $3,641
2.4 Contract Management
General Project Management 8 $1,457
QA/QC 0$ 0
Meetings 10 $2,095
78 $14 ,029
3.1 Final Design
65% 118 $18,647
95% 108 $16,370
3.2 PG&E Coordination 8$ 1 , 4 3 3
3.3 Bid Submittal 28 $4,268
3.4 Contract Management
General Project Management 8$ 1 , 4 5 7
QA/QC 0$ 0
Meetings 12 $2,550
282 $44 ,725
4.1 Bidding Support 16 $3,072
4.2 Construction Support 72 $10,746
88 $13 ,818
821 $135,024
1 General Expenses $1,000
2 Title Reports $2,500
3 County Fees $1,600
$5,100
$140,124TOTAL PROJECT COST:
Project Manager, Engineer, and Surveyor
Reimbursable Expenses
SUBTOTAL
TOTAL LABOR COST:
SUBTOTAL 8 12 0 0 0 28 0 0 40
101
4 888
48 2 0 4 0
00 Task 4 Bidding and Construction Support
44 8
40 8 1 0 2 03 04 0
40 28
48 1 0
4 0
8 6
68 0
20 12 194 148 208
38 88
94 24
20 0
80 20
8 8
Task 2 Environmental, Local Assistance, and Railroad Support 1224SUBTOTAL 39
4 12 78
212.50
175.97%175.97% 175.97%
41 2
10%
3.0 12 40
30 40
175.97%
10%
3.0 115.36
3.0 227.68 227.68
10%
3.0 104.73 147.99
3.03.0 179.10
Varies
Survey
Apprentice
Varies
Engineer 3
SECTION 130 HARBOUR AND WRIGHT
59.00 0.00%
CSW|ST2
75.00 0.00%
10% 10% 10%10%
Varies
Engineer 1
38.00 0.00%
175.97%
10%
175.97%
Total Hours
Total Base Fee
Robert Stevens
PM and PIC
Varies
Party Chief
Varies
Engineer 2
Varies
Landscape
Architect
SUMMARY OF PRIME CONSULTANT LABOR EFFORT
60.00 59.50 48.75 70.00
0.00% 0.00% 0.00%
Josh Woelbing
Survey Manager
75.00 0.00%
34.50 0.00% 0.00%
Varies
Senior Project
Manager
20 3.0
175.97%
SUBTOTAL
Task 3 Construction Documents
175.97%175.97%
8 4
Task 1. Preliminary Engineering
180.62
3.0 3.0
24 10%
182.14
70 84 0
4 20
1 38
4 1
30 8
32 100
8 8
82 0
4 22 0
SUBTOTAL
8 32 68 05 6
1 8
4 8
81 0 3 0
4 8
DocuSign Envelope ID: 3226CCBE-022E-41D9-BE64-5F5D7F862251 2023 Hourly Rate ($/ hour)
Fringe
Overhead
Profit
Multiplier
Billable Rate (Overhead & Profit) ($/ hour)
1.1 Diagnostic Meeting 7 $1,307
1.2 Existing Conditions Mapping 0$ 0
1.3 Layout Refinement 35 $5,993
1.4 Preliminary Design 52 $8,484
1.5 Outreach
TRAC 0$ 0
Marina Bay Neighborhood Council 0$ 0
Council of Industies 0$ 0
1.6 Public Utilites 0$ 0
1.7 Contract Management
General Project Management 16 $3,009
QA/QC 0$ 0
Meetings 7 $1,307
117 $20 ,101
2.1 Environmental Support
Project Description 0$ 0
CEQA CE 0$ 0
NEPA CE 0$ 0
2.2 Local Assistance
ROW Certification 0$ 0
Request for Authorization 0$ 0
2.3 General Order 88B 0$ 0
2.4 Contract Management
General Project Management 0$ 0
QA/QC 0$ 0
Meetings 0$ 0
0$ 0
3.1 Final Design
65% 79 $12,249
95% 49 $7,707
3.2 PG&E Coordination 19 $3,146
3.3 Signal Timing Sheet and Bench & Field Testing 97 $16,239
3.4 Bid Submittal 22 $4,003
3.5 Contract Management
General Project Management 0$ 0
QA/QC 0$ 0
Meetings 0$ 0
266 $43 ,343
4.1 Bidding Support 11 $2,307
4.2 Construction Support 49 $9,160
60 $11 ,467
443 $74,911
1 General Expenses
$0
$74,911
Total Base Fee
Traffic Engineer
Robert Rees
PIC
Kendra Rowley
Associate In
Charge
Josh Peterman
QA/QC
Mark Howard
Project Manager
Dana Ebe
Project Engineer
Jim Moser
CAD Technician
Varies
Project
Coordinator
183.52% 183.52% 183.52% 183.52% 183.52% 183.52% 183.52% 183.52% 10% 10% 10% 10% 10%
SUMMARY OF SUBCONSULTANT LABOR EFFORT
SECTION 130 HARBOUR AND WRIGHT
Fehr and Peers
Total Hours
39.90 0.00% 0.00% 0.00% 0.00% 0.00% 0.00% 0.00%
130.77 61.54 100.00 63.22 45.43 49.28
0.00% 0.00%
183.52%
10% 10% 10% 10%
3.1 407.84 191.93 311.87 197.17 141.68 153.69 124.44
3.1 3.1 3.1 3.1 3.1 3.1
0.00 0.00
Task 1. Preliminary Engineering
61 2216 2 8 76
14 2
1 S U B T O T A L 2 3 1 4 83 81 5
6 10 0 0
Task 2 Environmental, Local Assistance, and Railroad Support 0000
Task 3 Construction Documents
SUBTOTAL 0 0 0 0 0
9 1215 3 2 35
1228 5 2 5
14 1 2 2
2212 1 0 23
10 30 0 0
Task 4 Bidding and Construction Support
19 SUBTOTAL 5 6 10 49 156
1 60
13 5 8 5
0 TOTAL LABOR COST: 9 9 11 141 194 33
TOTAL PROJECT COST:
46 0 0
Reimbursable Expenses
SUBTOTAL
S U B T O T A L 2 0 04 40 8
63 0 5 0 1 1
11 6 1 0 8
DocuSign Envelope ID: 3226CCBE-022E-41D9-BE64-5F5D7F862251 2023 Hourly Rate ($/ hour)
Fringe
Overhead
Profit
Multiplier
Billable Rate (Overhead & Profit) ($/ hour)
1.1 Diagnostic Meeting 0$ 0
1.2 Existing Conditions Mapping 32 $11,171
1.3 Preliminary Design 0$ 0
1.4 Outreach
TRAC 0$ 0
Marina Bay Neighborhood Council 0$ 0
Council of Industies 0$ 0
1.5 Public Utilites 0$ 0
1.6 Contract Management
General Project Management 0$ 0
QA/QC 0$ 0
Meetings 0$ 0
32 $11 ,171
2.1 Environmental Support
Project Description 0$ 0
CEQA CE 0$ 0
NEPA CE 0$ 0
2.2 Local Assistance
ROW Certification 0$ 0
Request for Authorization 0$ 0
2.3 General Order 88B 0$ 0
2.4 Contract Management
General Project Management 0$ 0
QA/QC 0$ 0
Meetings 0$ 0
0$ 0
3.1 Final Design
65% 0$ 0
95% 0$ 0
3.2 PG&E Coordinatoin 0$ 0
3.3 Bid Submittal 0$ 0
3.4 Contract Management
General Project Management 0$ 0
QA/QC 0$ 0
Meetings 0$ 0
0$ 0
4.1 Bidding Support 0$ 0
4.2 Construction Support 0$ 0
0$ 0
32 $11,171
1 General Expenses $3,000
$3,000
$14,171
Total Base Fee
Locating
Varies
PM
Varies
Drafter
Varies
Field Crew
175.97% 175.97%
10% 10% 10%
SUMMARY OF SUBCONSULTANT LABOR EFFORT
SECTION 130 HARBOUR AND WRIGHT
Utility Locator
Total Hours
0.00% 0.00% 0.00%
70.00 45.00 300.00
175.97%
212.50 136.61 910.70
3.0 3.0 3.0
Task 1. Preliminary Engineering
81 68
SUBTOTAL 8 16 8
Task 2 Environmental, Local Assistance, and Railroad Support Task 3 Construction Documents
SUBTOTAL 0 0 0
Task 4 Bidding and Construction Support
SUBTOTAL 0 0 0
TOTAL LABOR COST: 8 16 8
TOTAL PROJECT COST:
Reimbursable Expenses
SUBTOTAL
SUBTOTAL 0 0 0
DocuSign Envelope ID: 3226CCBE-022E-41D9-BE64-5F5D7F862251 2023 Hourly Rate ($/ hour)
Fringe
Overhead
Profit
Multiplier
Billable Rate (Overhead & Profit) ($/ hour)
1.1 Diagnostic Meeting 0$ 0
1.2 Existing Conditions Mapping 0$ 0
1.3 Preliminary Design 0$ 0
1.4 Outreach
TRAC 0$ 0
Marina Bay Neighborhood Council 0$ 0
Council of Industies 0$ 0
1.5 Public Utilites 0$ 0
1.6 Contract Management
General Project Management 0$ 0
QA/QC 46 $10,052
Meetings 0$ 0
46 $10 ,052
2.1 Environmental Support
Project Description 0$ 0
CEQA CE 0$ 0
NEPA CE 0$ 0
2.2 Local Assistance
ROW Certification 0$ 0
Request for Authorization 0$ 0
2.3 General Order 88B 0$ 0
2.4 Contract Management
General Project Management 0$ 0
QA/QC 24 $5,433
Meetings 0$ 0
24 $5 ,433
3.1 Final Design
65% 0$ 0
95% 0$ 0
3.2 PG&E Coordinatoin 0$ 0
3.3 Bid Submittal 0$ 0
3.4 Contract Management
General Project Management 0$ 0
QA/QC 44 $9,865
Meetings 0$ 0
44 $9 ,865
4.1 Bidding Support 0$ 0
4.2 Construction Support 0$ 0
0$ 0
114 $25,350
1 General Expenses $500
$500
$25,850
Total Base Fee
Quality Assurance
Shannon Holman
PIC
Varies
Project Assistant
135.22%
10% 10%
3.0 3.0
SUMMARY OF SUBCONSULTANT LABOR EFFORT
SECTION 130 HARBOUR AND WRIGHT
Orion Engineers
Total Hours
35.55% 35.55%
84.00 33.50
135.22%
Frank Lobedan
QA/WC
85.00 35.55%
135.22%
10%
3.0 Task 1. Preliminary Engineering
250.19 99.78253.17
20 10 16
Task 2 Environmental, Local Assistance, and Railroad Support SUBTOTAL 20 10 16
10 4 10
Task 3 Construction Documents
SUBTOTAL 10 4 10
SUBTOTAL 16 8 20
16 8 20
SUBTOTAL 0 0 0
Task 4 Bidding and Construction Support
TOTAL LABOR COST: 46 22
TOTAL PROJECT COST:
Reimbursable Expenses
SUBTOTAL
46
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Harbour and Wright Section 130 Rail Crossing
10%City of Richmond
Harbour and Wright Intersection, Richmond
CSW/Stuber-Stroeh Engineering Group
Peer Review and Quality Control/Assurance 48642 Orion Partners PLLC, 808-282-7986, [email protected] 10.00
10.00 11/15/2023
415.533.1864Robert Stevens
President
DocuSign Envelope ID: 3226CCBE-022E-41D9-BE64-5F5D7F862251 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.
Ken Cheng
CSW|Stuber-Stroeh Engineering Group, Inc.
Public Works
Ken Cheng
DocuSign Envelope ID: 3226CCBE-022E-41D9-BE64-5F5D7F862251 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.
Ken Cheng
450 Civic Center Plaza
Robert Stevens
121 Park Place
Richmond, CA 94801
DocuSign Envelope ID: 3226CCBE-022E-41D9-BE64-5F5D7F862251 General Conditions/EJ/TE 01-19-11 1 of 13
EXHIBIT D
GENERAL CONDITIONS
1. Independent Contractor . Contractor acknowledges, represents and warrants that Contractor is not a regular or temporary employee, joint venturer or partner of the City, but rather an independent Contractor. This Contract shall not be construed to create an agency, servant, employee, partnership, or joint venture relationship. As an independent Contractor, Contractor shall have no authority to bind City to any obligation or to act as City's agent except as expressly provided herein. Due to the independent Contractor relationship created by this Contract, City shall not withhold state or federal income taxes, the reporting of which shall be Contractor's sole responsibility.
2. Brokers
. Contractor acknowledges, represents and warrants that Contractor has not hired, retained or agreed to pay any entity or person any fee, commission, percentage, gift, or any other consideration, contingent upon or resulting from the award or making of this Contract.
3. City Property
. The rights to applicable plans, drawings, reports,
calculations, data, specifications, videos, graphics or other materials prepared for or obtained pursuant to this Contract, which, upon request, are to be delivered to City within a reasonable time, shall be deemed assigned to City. If applicable, Contractor shall prepare check prints upon request. Notwithstanding the foregoing, Contractor shall not be obligated to provide to City proprietary software or data which Contractor has developed or had developed for Contractor's own use; provided, however, that Contractor shall, pursuant to Section 15 below, indemnify, defend and hold harmless City from and against any discovery or Public Records Act request seeking the disclosure of such proprietary software or data.
4. Patents, Trademarks, Copyrights and Rights in Data
. Contractor shall not
publish or transfer any materials, discoveries, developments, concepts, designs, ideas, know how, improvements, inventions and/or original works of authorship resulting from activities supported by this Contract without the express prior written consent of the City Manager. If anything resulting from activities supported by this Contract is patentable, trademarkable, copyrightable or otherwise legally protectable, City reserves the exclusive right to seek such intellectual property rights. Notwithstanding the foregoing, Contractor may, after receiving City's prior written consent, seek patent, trademark, copyright or other intellectual property rights on anything resulting from activities supported by this Contract. However, City reserves, and Contractor irrevocably grants, a nonexclusive, fully paid-up, royalty-free, assumable, perpetual, worldwide license, with the right to transfer, sublicense, practice and exploit said license and the right to make, have made, copy, modify, make derivative works of, use, sell,
DocuSign Envelope ID: 3226CCBE-022E-41D9-BE64-5F5D7F862251 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.
DocuSign Envelope ID: 3226CCBE-022E-41D9-BE64-5F5D7F862251 General Conditions/EJ/TE 01-19-11 3 of 13
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.
DocuSign Envelope ID: 3226CCBE-022E-41D9-BE64-5F5D7F862251 General Conditions/EJ/TE 01-19-11 4 of 13
Pursuant to California Government Code § 10527, the parties to this Contract shall be subject to the examination and audit of representatives of the Auditor General of the State of California for a period of three (3) years after final payment under this Contract. The examination and audit shall be confined to those matters connected with the performance of this Contract including, but not limited to, the cost of administering this Contract.
8. Changes and Extra Work
. All changes and/or extra work under this
Contract shall be performed and paid for in accordance with the following:
Only the City Council or the City Manager may authorize extra and/or changed work. Contractor expressly recognizes that other City personnel are without authorization to either order extra and/or changed work or waive contract requirements. Failure of Contractor to secure the authorization for such extra and/or changed work shall constitute a waiver of any and all right to adjustment in contract price due to such unauthorized work and Contractor thereafter shall be entitled to no compensation whatsoever for performance of such extra and/or changed work.
If Contractor is of the opinion that any work which Contractor has been directed to perform is beyond the scope of this Contract and constitutes extra work, Contractor shall promptly notify City of the fact. The City shall make a determination as to whether or not such work is, in fact, beyond the scope of this Contract and constitutes extra work. In the event that City determines that such work does constitute extra work, City shall provide extra compensation to Contractor on a fair and equitable basis. A change order or Contract Amendment providing for such compensation for extra work shall be negotiated between City and Contractor and executed by Contractor and the appropriate City official.
In the event City determines that such work does not constitute extra work, Contractor shall not be paid extra compensation above that provided herein and if such determination is made by City staff, said determination may be appealed to the City Council; provided, however, a written appeal must be submitted to the City Manager within five (5) days after the staff's determination is sent to Contractor. Said written appeal shall include a description of each and every ground upon which Contractor challenges the staff's determination.
9. Additional Assistance
. If this Contract requires Contractor to prepare
plans and specifications, Contractor shall provide assistance as necessary to resolve any questions regarding such plans and specifications that may arise during the period of advertising for bids, and Contractor shall issue
DocuSign Envelope ID: 3226CCBE-022E-41D9-BE64-5F5D7F862251 General Conditions/EJ/TE 01-19-11 5 of 13
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.
DocuSign Envelope ID: 3226CCBE-022E-41D9-BE64-5F5D7F862251 General Conditions/EJ/TE 01-19-11 6 of 13
13. Termination in the Event of Default. Should Contractor fail to perform any of its obligations hereunder, within the time and in the manner provided or otherwise violate any of the terms of this Contract, City may immediately terminate this Contract by giving written notice of such termination, stating the reasons for such termination. Contractor shall be compensated as provided in Section 12 of these General Conditions; provided, however, there shall be deducted from such amount the amount of damage, including attorney's fees, expert witness fees and costs, if any, sustained by City by virtue of Contractor's breach of this Contract. Additionally, in the event of such termination, the City may proceed with the work in any reasonable manner it chooses.
14. Conflict of Interest
. Contractor acknowledges, represents and warrants
that Contractor shall avoid all conflicts of interest (as defined under any federal, state or local statute, rule or regulation, or at common law) with respect to this Contract. Contractor further acknowledges, represents and warrants that no City official or employee has any economic interest, as defined in Title 2, California Code of Regulations §§ 18703.1 through 18703.5, with Contractor that would invalidate this Contract. Contractor acknowledges that in the event that Contractor shall be found by any judicial or administrative body to have any conflict of interest (as defined above) with respect to this Contract, all consideration received under this Contract shall be forfeited and returned to City forthwith. This provision shall survive the termination of this Contract for one (1) year.
15. Indemnification
.
(a) If this Contract is a contract for design professional services subject to California Civil Code Section 2782.8(a) and Contractor is a design professional, as defined in California Civil Code Section 2782.8(b)(2), Contractor shall hold harmless, defend and indemnify the City, its officers, agents, employees, and volunteers from and against any and all claims, damages, losses, and expenses including attorneys’ fees arising out of, or pertaining to, or relating to the negligence, recklessness, or willful misconduct of the Contractor, except where caused by the active negligence, sole negligence, or willful misconduct of the City. To the fullest extent permitted by law, Contractor shall immediately defend and indemnify the City and its officers, agents, employees, and volunteers from and against any and all liabilities, regardless of nature or type, that arise out of, pertain to, or relate to the negligence, recklessness, or willful misconduct of the Contractor, or its employees, agents, or subcontractors.
Liabilities subject to the duties to defend and indemnify include, without limitation, any and all claims, losses, damages, penalties, fines, and judgments; associated investigation and administrative expenses; defense costs, including but not limited to reasonable attorneys’ fees; court costs; and costs of alternative dispute resolution. Contractor’s obligation to
DocuSign Envelope ID: 3226CCBE-022E-41D9-BE64-5F5D7F862251 General Conditions/EJ/TE 01-19-11 7 of 13
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
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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
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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
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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.
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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
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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.
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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.
DocuSign Envelope ID: 3226CCBE-022E-41D9-BE64-5F5D7F862251 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, prior to the execution of this Agreement.
See Attachment #1 - Required Contract Provisions Federal-Aid Construction Contracts CSW|Stuber-Stroeh Engineering Group, Inc.
DocuSign Envelope ID: 3226CCBE-022E-41D9-BE64-5F5D7F862251
CITY OF RICHMOND
Sanctuary City Compliance Statement
The undersigned, an authorized agent of (hereafter
"Contractor"), has had an opportunity to review the requirements of City of Richmond Ordinance 12-18 (hereafter "Sanctuary City Contracting Ordinance" or “SCCO”). Contractor understands and agrees that the City may choose with whom it will maintain business relations and may refrain from contracting with any person or entity that provides Data Broker or Extreme Vetting services to the U.S. Immigration and Customs Enforcement Division of the United States Department of Homeland Security (“ICE”). 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 to their customers, which include both private-sector business and government agencies;
ii. The aggregation of data that was collected for another purpose from that for which it is ultimately used.
b. “Extreme Vetting” means data mining, threat modeling, predictive risk analysis, or other similar services."
Contractor understands that it is not eligible to receive or retain a City contract if at the time the Contract is executed, or at any time during the term of the Contract, it provides Data Broker or Extreme Vetting services to ICE.
Contractor further understands and agrees that Contractor's failure to comply with the SCCO shall constitute a material default of the Contract and the City Manager may terminate the Contract and bar Contractor from bidding on future contracts with the City for five (5) years from the effective date of the contract termination.
By executing this Statement, Contractor certifies that it complies with the requirements of the SCCO and that if at any time during the term of the Contract it ceases to comply, Contractor will promptly notify the City Manager in writing. Any person or entity who knowingly or willingly supplies false information in violation of the SCCO shall be guilty of a misdemeanor and subject to a $1,000 fine.
Based on the foregoing, the undersigned declares under penalty of perjury under the laws of the State of California that the foregoing is true and correct. Executed this day of , 20 , at , California.
Printed Name: Title:
Signed: Date:
Business Entity:
Vendor SCCO Compliance Statement (Augt2020)
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DocuSign Envelope ID: 3226CCBE-022E-41D9-BE64-5F5D7F862251 1 FHWA-1273 -- Revised May 1, 2012
REQUIRED CONTRACT PROVISIONS
FEDERAL-AID CONSTRUCTION CONTRACTS
I. General
II. Nondiscrimination
III. Nonsegregated Facilities
IV. Davis-Bacon and Related Act Provisions
V. Contract Work Hours and Safety Standards Act
Provisions
VI. Subletting or Assigning the Contract
VII. Safety: Accident Prevention
VIII. False Statements Concerning Highway Projects
IX. Implementation of Clean Air Act and Federal Water
Pollution Control Act
X. Compliance with Governmentwide Suspension and
Debarment Requirements
XI. Certification Regarding Use of Contract Funds for
Lobbying
ATTACHMENTS
A. Employment and Materials Preference for Appalachian
Development Highway System or Appalachian Local Access
Road Contracts (included in Appalachian contracts only) I. GENERAL
1. Form FHWA-1273 must be physically incorporated in each construction contract funded under Title 23 (excluding
emergency contracts solely intended for debris removal). The contractor (or subcontractor) must insert this form in each subcontract and further require its inclusion in all lower tier subcontracts (excluding purchase orders, rental agreements and other agreements for supplies or services).
The applicable requirements of Form FHWA-1273 are
incorporated by reference for work done under any purchase order, rental agreement or agreement for other services. The prime contractor shall be responsible for compliance by any subcontractor, lower-tier subcontractor or service provider.
Form FHWA-1273 must be included in all Federal-aid design- build contracts, in all subcontracts and in lower tier
subcontracts (excluding subcontracts for design services, purchase orders, rental agreements and other agreements for supplies or services). The design-builder shall be responsible for compliance by any subcontractor, lower-tier subcontractor or service provider.
Contracting agencies may reference Form FHWA-1273 in bid proposal or request for proposal documents, however, the Form FHWA-1273 must be physically incorporated (not
referenced) in all contracts, subcontracts and lower-tier subcontracts (excluding purchase orders, rental agreements and other agreements for supplies or services related to a construction contract).
2. Subject to the applicability criteria noted in the following sections, these contract provisions shall apply to all work performed on the contract by the contractor's own organization and with the assistance of workers under the contractor's immediate superintendence and to all work performed on the contract by piecework, station work, or by subcontract.
3. A breach of any of the stipulations contained in these Required Contract Provisions may be sufficient grounds for withholding of progress payments, withholding of final
payment, termination of the contract, suspension / debarment or any other action determined to be appropriate by the contracting agency and FHWA.
4. Selection of Labor: During the performance of this contract, the contractor shall not use convict labor for any purpose within the limits of a construction project on a Federal-aid highway unless it is labor performed by convicts who are on parole, supervised release, or probation. The term Federal-aid highway does not include roadways functionally classified as local roads or rural minor collectors.
II. NONDISCRIMINATION
The provisions of this section related to 23 CFR Part 230 are applicable to all Federal-aid construction contracts and to all related construction subcontracts of $10,000 or more. The provisions of 23 CFR Part 230 are not applicable to material supply, engineering, or architectural service contracts.
In addition, the contractor and all subcontractors must comply with the following policies: Executive Order 11246, 41 CFR 60, 29 CFR 1625-1627, Title 23 USC Section 140, the
Rehabilitation Act of 1973, as amended (29 USC 794), Title VI of the Civil Rights Act of 1964, as amended, and related regulations including 49 CFR Parts 21, 26 and 27; and 23 CFR Parts 200, 230, and 633.
The contractor and all subcontractors must comply with: the requirements of the Equal Opportunity Clause in 41 CFR 60-
1.4(b) and, for all construction contracts exceeding $10,000, the Standard Federal Equal Employment Opportunity
Construction Contract Specifications in 41 CFR 60-4.3.
Note: The U.S. Department of Labor has exclusive authority to determine compliance with Executive Order 11246 and the policies of the Secretary of Labor including 41 CFR 60, and 29 CFR 1625-1627. The contracting agency and the FHWA have the authority and the responsibility to ensure compliance with Title 23 USC Section 140, the Rehabilitation Act of 1973, as amended (29 USC 794), and Title VI of the Civil Rights Act of 1964, as amended, and related regulations including 49 CFR Parts 21, 26 and 27; and 23 CFR Parts 200, 230, and 633.
The following provision is adopted from 23 CFR 230, Appendix A, with appropriate revisions to conform to the U.S.
Department of Labor (US DOL) and FHWA requirements.
1. Equal Employment Opportunity: Equal employment
opportunity (EEO) requirements not to discriminate and to take affirmative action to assure equal opportunity as set forth under laws, executive orders, rules, regulations (28 CFR 35, 29 CFR 1630, 29 CFR 1625-1627, 41 CFR 60 and 49 CFR 27) and orders of the Secretary of Labor as modified by the provisions prescribed herein, and imposed pursuant to 23 U.S.C. 140 shall constitute the EEO and specific affirmative action standards for the contractor's project activities under Attachment # 1
DocuSign Envelope ID: 3226CCBE-022E-41D9-BE64-5F5D7F862251 2 this contract. The provisions of the Americans with Disabilities Act of 1990 (42 U.S.C. 12101 et seq.) set forth under 28 CFR 35 and 29 CFR 1630 are incorporated by reference in this contract. In the execution of this contract, the contractor agrees to comply with the following minimum specific
requirement activities of EEO:
a. The contractor will work with the contracting agency and the Federal Government to ensure that it has made every good faith effort to provide equal opportunity with respect to all of its terms and conditions of employment and in their review of activities under the contract.
b. The contractor will accept as its operating policy the following statement:
"It is the policy of this Company to assure that applicants are employed, and that employees are treated during
employment, without regard to their race, religion, sex, color, national origin, age or disability. Such action shall include:
employment, upgrading, demotion, or transfer; recruitment or recruitment advertising; layoff or termination; rates of pay or other forms of compensation; and selection for training, including apprenticeship, pre-apprenticeship, and/or on-the- job training."
2. EEO Officer: The contractor will designate and make known to the contracting officers an EEO Officer who will have the responsibility for and must be capable of effectively administering and promoting an active EEO program and who must be assigned adequate authority and responsibility to do so.
3. Dissemination of Policy: All members of the contractor's staff who are authorized to hire, supervise, promote, and discharge employees, or who recommend such action, or who are substantially involved in such action, will be made fully cognizant of, and will implement, the contractor's EEO policy and contractual responsibilities to provide EEO in each grade and classification of employment. To ensure that the above agreement will be met, the following actions will be taken as a minimum:
a. Periodic meetings of supervisory and personnel office employees will be conducted before the start of work and then not less often than once every six months, at which time the contractor's EEO policy and its implementation will be
reviewed and explained. The meetings will be conducted by the EEO Officer.
b. All new supervisory or personnel office employees will be given a thorough indoctrination by the EEO Officer, covering all major aspects of the contractor's EEO obligations within thirty days following their reporting for duty with the contractor.
c. All personnel who are engaged in direct recruitment for the project will be instructed by the EEO Officer in the contractor's procedures for locating and hiring minorities and women.
d. Notices and posters setting forth the contractor's EEO policy will be placed in areas readily accessible to employees, applicants for employment and potential employees.
e. The contractor's EEO policy and the procedures to
implement such policy will be brought to the attention of employees by means of meetings, employee handbooks, or
other appropriate means.
4. Recruitment: When advertising for employees, the
contractor will include in all advertisements for employees the notation: "An Equal Opportunity Employer." All such
advertisements will be placed in publications having a large circulation among minorities and women in the area from which the project work force would normally be derived.
a. The contractor will, unless precluded by a valid
bargaining agreement, conduct systematic and direct
recruitment through public and private employee referral sources likely to yield qualified minorities and women. To meet this requirement, the contractor will identify sources of potential minority group employees, and establish with such identified sources procedures whereby minority and women applicants may be referred to the contractor for employment consideration.
b. In the event the contractor has a valid bargaining
agreement providing for exclusive hiring hall referrals, the contractor is expected to observe the provisions of that agreement to the extent that the system meets the contractor's compliance with EEO contract provisions. Where
implementation of such an agreement has the effect of
discriminating against minorities or women, or obligates the contractor to do the same, such implementation violates Federal nondiscrimination provisions.
c. The contractor will encourage its present employees to refer minorities and women as applicants for employment.
Information and procedures with regard to referring such applicants will be discussed with employees.
5. Personnel Actions: Wages, working conditions, and
employee benefits shall be established and administered, and personnel actions of every type, including hiring, upgrading, promotion, transfer, demotion, layoff, and termination, shall be taken without regard to race, color, religion, sex, national origin, age or disability. The following procedures shall be followed:
a. The contractor will conduct periodic inspections of project sites to insure that working conditions and employee facilities do not indicate discriminatory treatment of project site personnel.
b. The contractor will periodically evaluate the spread of wages paid within each classification to determine any
evidence of discriminatory wage practices.
c. The contractor will periodically review selected personnel actions in depth to determine whether there is evidence of discrimination. Where evidence is found, the contractor will promptly take corrective action. If the review indicates that the discrimination may extend beyond the actions reviewed, such corrective action shall include all affected persons.
d. The contractor will promptly investigate all complaints of alleged discrimination made to the contractor in connection with its obligations under this contract, will attempt to resolve such complaints, and will take appropriate corrective action within a reasonable time. If the investigation indicates that the discrimination may affect persons other than the complainant, such corrective action shall include such other persons. Upon completion of each investigation, the contractor will inform every complainant of all of their avenues of appeal.
6. Training and Promotion:
a. The contractor will assist in locating, qualifying, and increasing the skills of minorities and women who are
DocuSign Envelope ID: 3226CCBE-022E-41D9-BE64-5F5D7F862251 3 applicants for employment or current employees. Such efforts should be aimed at developing full journey level status employees in the type of trade or job classification involved.
b. Consistent with the contractor's work force requirements and as permissible under Federal and State regulations, the contractor shall make full use of training programs, i.e., apprenticeship, and on-the-job training programs for the geographical area of contract performance. In the event a special provision for training is provided under this contract, this subparagraph will be superseded as indicated in the special provision. The contracting agency may reserve
training positions for persons who receive welfare assistance in accordance with 23 U.S.C. 140(a).
c. The contractor will advise employees and applicants for employment of available training programs and entrance
requirements for each.
d. The contractor will periodically review the training and promotion potential of employees who are minorities and women and will encourage eligible employees to apply for such training and promotion.
7. Unions: If the contractor relies in whole or in part upon unions as a source of employees, the contractor will use good faith efforts to obtain the cooperation of such unions to increase opportunities for minorities and women. Actions by the contractor, either directly or through a contractor's association acting as agent, will include the procedures set forth below:
a. The contractor will use good faith efforts to develop, in cooperation with the unions, joint training programs aimed toward qualifying more minorities and women for membership in the unions and increasing the skills of minorities and women so that they may qualify for higher paying employment.
b. The contractor will use good faith efforts to incorporate an EEO clause into each union agreement to the end that such union will be contractually bound to refer applicants without regard to their race, color, religion, sex, national origin, age or disability.
c. The contractor is to obtain information as to the referral practices and policies of the labor union except that to the extent such information is within the exclusive possession of the labor union and such labor union refuses to furnish such information to the contractor, the contractor shall so certify to the contracting agency and shall set forth what efforts have been made to obtain such information.
d. In the event the union is unable to provide the contractor with a reasonable flow of referrals within the time limit set forth in the collective bargaining agreement, the contractor will, through independent recruitment efforts, fill the employment vacancies without regard to race, color, religion, sex, national origin, age or disability; making full efforts to obtain qualified and/or qualifiable minorities and women. The failure of a union to provide sufficient referrals (even though it is obligated to provide exclusive referrals under the terms of a collective bargaining agreement) does not relieve the contractor from the requirements of this paragraph. In the event the union referral practice prevents the contractor from meeting the obligations pursuant to Executive Order 11246, as amended, and these special provisions, such contractor shall immediately notify the contracting agency.
8. Reasonable Accommodation for Applicants /
Employees with Disabilities: The contractor must be familiar with the requirements for and comply with the Americans with Disabilities Act and all rules and regulations established there under. Employers must provide reasonable accommodation in all employment activities unless to do so would cause an undue hardship.
9. Selection of Subcontractors, Procurement of Materials and Leasing of Equipment: The contractor shall not
discriminate on the grounds of race, color, religion, sex, national origin, age or disability in the selection and retention of subcontractors, including procurement of materials and leases of equipment. The contractor shall take all necessary and reasonable steps to ensure nondiscrimination in the administration of this contract.
a. The contractor shall notify all potential subcontractors and suppliers and lessors of their EEO obligations under this contract.
b. The contractor will use good faith efforts to ensure subcontractor compliance with their EEO obligations.
10. Assurance Required by 49 CFR 26.13(b):
a. The requirements of 49 CFR Part 26 and the State
DOT’s U.S. DOT-approved DBE program are incorporated by reference.
b. The contractor or subcontractor shall not discriminate on the basis of race, color, national origin, or sex in the performance of this contract. The contractor shall carry out applicable requirements of 49 CFR Part 26 in the award and administration of DOT-assisted contracts. Failure by the contractor to carry out these requirements is a material breach of this contract, which may result in the termination of this contract or such other remedy as the contracting agency deems appropriate.
11. Records and Reports: The contractor shall keep such records as necessary to document compliance with the EEO requirements. Such records shall be retained for a period of three years following the date of the final payment to the contractor for all contract work and shall be available at reasonable times and places for inspection by authorized representatives of the contracting agency and the FHWA.
a. The records kept by the contractor shall document the following:
(1) The number and work hours of minority and non-
minority group members and women employed in each work
classification on the project;
(2) The progress and efforts being made in cooperation
with unions, when applicable, to increase employment
opportunities for minorities and women; and
(3) The progress and efforts being made in locating, hiring, training, qualifying, and upgrading minorities and women;
b. The contractors and subcontractors will submit an annual report to the contracting agency each July for the duration of the project, indicating the number of minority, women, and non-minority group employees currently engaged in each work classification required by the contract work. This information is to be reported on Form FHWA-1391. The staffing data should represent the project work force on board in all or any part of the last payroll period preceding the end of July. If on-the-job training is being required by special provision, the contractor
DocuSign Envelope ID: 3226CCBE-022E-41D9-BE64-5F5D7F862251 4 will be required to collect and report training data. The employment data should reflect the work force on board during all or any part of the last payroll period preceding the end of July.
III. NONSEGREGATED FACILITIES
This provision is applicable to all Federal-aid construction contracts and to all related construction subcontracts of $10,000 or more.
The contractor must ensure that facilities provided for employees are provided in such a manner that segregation on the basis of race, color, religion, sex, or national origin cannot result. The contractor may neither require such segregated use by written or oral policies nor tolerate such use by employee custom. The contractor's obligation extends further to ensure that its employees are not assigned to perform their services at any location, under the contractor's control, where the facilities are segregated. The term "facilities" includes waiting rooms, work areas, restaurants and other eating areas, time clocks, restrooms, washrooms, locker rooms, and other storage or dressing areas, parking lots, drinking fountains, recreation or entertainment areas, transportation, and housing provided for employees. The contractor shall provide separate or single-user restrooms and necessary dressing or sleeping areas to assure privacy between sexes.
IV. DAVIS-BACON AND RELATED ACT PROVISIONS
This section is applicable to all Federal-aid construction projects exceeding $2,000 and to all related subcontracts and lower-tier subcontracts (regardless of subcontract size). The requirements apply to all projects located within the right-of- way of a roadway that is functionally classified as Federal-aid highway. This excludes roadways functionally classified as local roads or rural minor collectors, which are exempt.
Contracting agencies may elect to apply these requirements to other projects.
The following provisions are from the U.S. Department of Labor regulations in 29 CFR 5.5 “Contract provisions and related matters” with minor revisions to conform to the FHWA- 1273 format and FHWA program requirements.
1. Minimum wages
a. All laborers and mechanics employed or working upon the site of the work, will be paid unconditionally and not less often than once a week, and without subsequent deduction or rebate on any account (except such payroll deductions as are permitted by regulations issued by the Secretary of Labor under the Copeland Act (29 CFR part 3)), the full amount of wages and bona fide fringe benefits (or cash equivalents thereof) due at time of payment computed at rates not less than those contained in the wage determination of the
Secretary of Labor which is attached hereto and made a part hereof, regardless of any contractual relationship which may be alleged to exist between the contractor and such laborers and mechanics.
Contributions made or costs reasonably anticipated for bona fide fringe benefits under section 1(b)(2) of the Davis-Bacon Act on behalf of laborers or mechanics are considered wages paid to such laborers or mechanics, subject to the provisions of paragraph 1.d. of this section; also, regular contributions made or costs incurred for more than a weekly period (but not less often than quarterly) under plans, funds, or programs which cover the particular weekly period, are deemed to be constructively made or incurred during such weekly period.
Such laborers and mechanics shall be paid the appropriate wage rate and fringe benefits on the wage determination for the classification of work actually performed, without regard to skill, except as provided in 29 CFR 5.5(a)(4). Laborers or mechanics performing work in more than one classification may be compensated at the rate specified for each
classification for the time actually worked therein: Provided, That the employer's payroll records accurately set forth the time spent in each classification in which work is performed.
The wage determination (including any additional classification and wage rates conformed under paragraph 1.b. of this
section) and the Davis-Bacon poster (WH–1321) shall be
posted at all times by the contractor and its subcontractors at the site of the work in a prominent and accessible place where it can be easily seen by the workers.
b. (1) The contracting officer shall require that any class of laborers or mechanics, including helpers, which is not listed in the wage determination and which is to be employed under the contract shall be classified in conformance with the wage determination. The contracting officer shall approve an additional classification and wage rate and fringe benefits therefore only when the following criteria have been met:
(i) The work to be performed by the classification
requested is not performed by a classification in the wage determination; and
(ii) The classification is utilized in the area by the
construction industry; and
(iii) The proposed wage rate, including any bona fide
fringe benefits, bears a reasonable relationship to the wage rates contained in the wage determination.
(2) If the contractor and the laborers and mechanics to be employed in the classification (if known), or their
representatives, and the contracting officer agree on the classification and wage rate (including the amount
designated for fringe benefits where appropriate), a report of the action taken shall be sent by the contracting officer to the Administrator of the Wage and Hour Division, Employment Standards Administration, U.S. Department of Labor,
Washington, DC 20210. The Administrator, or an authorized representative, will approve, modify, or disapprove every additional classification action within 30 days of receipt and so advise the contracting officer or will notify the contracting officer within the 30-day period that additional time is necessary.
(3) In the event the contractor, the laborers or mechanics to be employed in the classification or their representatives, and the contracting officer do not agree on the proposed classification and wage rate (including the amount
designated for fringe benefits, where appropriate), the contracting officer shall refer the questions, including the views of all interested parties and the recommendation of the contracting officer, to the Wage and Hour Administrator for determination. The Wage and Hour Administrator, or an
authorized representative, will issue a determination within 30 days of receipt and so advise the contracting officer or
DocuSign Envelope ID: 3226CCBE-022E-41D9-BE64-5F5D7F862251 5 will notify the contracting officer within the 30-day period that additional time is necessary.
(4) The wage rate (including fringe benefits where
appropriate) determined pursuant to paragraphs 1.b.(2) or
1.b.(3) of this section, shall be paid to all workers performing work in the classification under this contract from the first day on which work is performed in the classification.
c. Whenever the minimum wage rate prescribed in the
contract for a class of laborers or mechanics includes a fringe benefit which is not expressed as an hourly rate, the contractor shall either pay the benefit as stated in the wage determination or shall pay another bona fide fringe benefit or an hourly cash equivalent thereof.
d. If the contractor does not make payments to a trustee or other third person, the contractor may consider as part of the wages of any laborer or mechanic the amount of any costs reasonably anticipated in providing bona fide fringe benefits under a plan or program, Provided, That the Secretary of Labor has found, upon the written request of the contractor, that the applicable standards of the Davis-Bacon Act have been met. The Secretary of Labor may require the contractor to set aside in a separate account assets for the meeting of obligations under the plan or program.
2. Withholding
The contracting agency shall upon its own action or upon written request of an authorized representative of the
Department of Labor, withhold or cause to be withheld from the contractor under this contract, or any other Federal contract with the same prime contractor, or any other federally- assisted contract subject to Davis-Bacon prevailing wage requirements, which is held by the same prime contractor, so much of the accrued payments or advances as may be
considered necessary to pay laborers and mechanics,
including apprentices, trainees, and helpers, employed by the contractor or any subcontractor the full amount of wages required by the contract. In the event of failure to pay any laborer or mechanic, including any apprentice, trainee, or helper, employed or working on the site of the work, all or part of the wages required by the contract, the contracting agency may, after written notice to the contractor, take such action as may be necessary to cause the suspension of any further payment, advance, or guarantee of funds until such violations have ceased.
3. Payrolls and basic records
a. Payrolls and basic records relating thereto shall be maintained by the contractor during the course of the work and preserved for a period of three years thereafter for all laborers and mechanics working at the site of the work. Such records shall contain the name, address, and social security number of each such worker, his or her correct classification, hourly rates of wages paid (including rates of contributions or costs anticipated for bona fide fringe benefits or cash equivalents thereof of the types described in section 1(b)(2)(B) of the Davis-Bacon Act), daily and weekly number of hours worked, deductions made and actual wages paid. Whenever the
Secretary of Labor has found under 29 CFR 5.5(a)(1)(iv) that the wages of any laborer or mechanic include the amount of any costs reasonably anticipated in providing benefits under a plan or program described in section 1(b)(2)(B) of the Davis- Bacon Act, the contractor shall maintain records which show that the commitment to provide such benefits is enforceable, that the plan or program is financially responsible, and that the plan or program has been communicated in writing to the laborers or mechanics affected, and records which show the costs anticipated or the actual cost incurred in providing such benefits. Contractors employing apprentices or trainees under approved programs shall maintain written evidence of the registration of apprenticeship programs and certification of trainee programs, the registration of the apprentices and trainees, and the ratios and wage rates prescribed in the applicable programs.
b. (1) The contractor shall submit weekly for each week in which any contract work is performed a copy of all payrolls to the contracting agency. The payrolls submitted shall set out accurately and completely all of the information required to be maintained under 29 CFR 5.5(a)(3)(i), except that full social security numbers and home addresses shall not be included on weekly transmittals. Instead the payrolls shall only need to include an individually identifying number for each employee ( e.g. , the last four digits of the employee's social security number). The required weekly payroll information may be submitted in any form desired. Optional Form WH–347 is
available for this purpose from the Wage and Hour Division Web site at http://www.dol.gov/esa/whd/forms/wh347instr.htm or its successor site. The prime contractor is responsible for the submission of copies of payrolls by all subcontractors.
Contractors and subcontractors shall maintain the full social security number and current address of each covered worker, and shall provide them upon request to the contracting agency for transmission to the State DOT, the FHWA or the Wage and Hour Division of the Department of Labor for purposes of an investigation or audit of compliance with prevailing wage requirements. It is not a violation of this section for a prime contractor to require a subcontractor to provide addresses and social security numbers to the prime contractor for its own records, without weekly submission to the contracting agency.. (2) Each payroll submitted shall be accompanied by a
“Statement of Compliance,” signed by the contractor or
subcontractor or his or her agent who pays or supervises the payment of the persons employed under the contract and shall certify the following:
(i) That the payroll for the payroll period contains the information required to be provided under §5.5 (a)(3)(ii) of Regulations, 29 CFR part 5, the appropriate information is being maintained under §5.5 (a)(3)(i) of Regulations, 29 CFR part 5, and that such information is correct and
complete;
(ii) That each laborer or mechanic (including each
helper, apprentice, and trainee) employed on the contract during the payroll period has been paid the full weekly wages earned, without rebate, either directly or indirectly, and that no deductions have been made either directly or indirectly from the full wages earned, other than
permissible deductions as set forth in Regulations, 29 CFR part 3;
(iii) That each laborer or mechanic has been paid not
less than the applicable wage rates and fringe benefits or cash equivalents for the classification of work performed, as specified in the applicable wage determination
incorporated into the contract.
DocuSign Envelope ID: 3226CCBE-022E-41D9-BE64-5F5D7F862251 6 (3) The weekly submission of a properly executed
certification set forth on the reverse side of Optional Form WH–347 shall satisfy the requirement for submission of the “Statement of Compliance” required by paragraph 3.b.(2) of this section.
(4) The falsification of any of the above certifications may subject the contractor or subcontractor to civil or criminal prosecution under section 1001 of title 18 and section 231 of title 31 of the United States Code.
c. The contractor or subcontractor shall make the records required under paragraph 3.a. of this section available for inspection, copying, or transcription by authorized
representatives of the contracting agency, the State DOT, the FHWA, or the Department of Labor, and shall permit such representatives to interview employees during working hours on the job. If the contractor or subcontractor fails to submit the required records or to make them available, the FHWA may, after written notice to the contractor, the contracting agency or the State DOT, take such action as may be necessary to
cause the suspension of any further payment, advance, or guarantee of funds. Furthermore, failure to submit the required records upon request or to make such records available may be grounds for debarment action pursuant to 29 CFR 5.12.
4. Apprentices and trainees
a. Apprentices (programs of the USDOL).
Apprentices will be permitted to work at less than the
predetermined rate for the work they performed when they are employed pursuant to and individually registered in a bona fide apprenticeship program registered with the U.S. Department of Labor, Employment and Training Administration, Office of Apprenticeship Training, Employer and Labor Services, or with a State Apprenticeship Agency recognized by the Office, or if a person is employed in his or her first 90 days of probationary employment as an apprentice in such an apprenticeship
program, who is not individually registered in the program, but who has been certified by the Office of Apprenticeship
Training, Employer and Labor Services or a State
Apprenticeship Agency (where appropriate) to be eligible for probationary employment as an apprentice.
The allowable ratio of apprentices to journeymen on the job site in any craft classification shall not be greater than the ratio permitted to the contractor as to the entire work force under the registered program. Any worker listed on a payroll at an apprentice wage rate, who is not registered or otherwise employed as stated above, shall be paid not less than the applicable wage rate on the wage determination for the
classification of work actually performed. In addition, any apprentice performing work on the job site in excess of the ratio permitted under the registered program shall be paid not less than the applicable wage rate on the wage determination for the work actually performed. Where a contractor is
performing construction on a project in a locality other than that in which its program is registered, the ratios and wage rates (expressed in percentages of the journeyman's hourly rate) specified in the contractor's or subcontractor's registered program shall be observed.
Every apprentice must be paid at not less than the rate specified in the registered program for the apprentice's level of progress, expressed as a percentage of the journeymen hourly rate specified in the applicable wage determination.
Apprentices shall be paid fringe benefits in accordance with the provisions of the apprenticeship program. If the
apprenticeship program does not specify fringe benefits, apprentices must be paid the full amount of fringe benefits listed on the wage determination for the applicable
classification. If the Administrator determines that a different practice prevails for the applicable apprentice classification, fringes shall be paid in accordance with that determination.
In the event the Office of Apprenticeship Training, Employer and Labor Services, or a State Apprenticeship Agency
recognized by the Office, withdraws approval of an
apprenticeship program, the contractor will no longer be permitted to utilize apprentices at less than the applicable predetermined rate for the work performed until an acceptable program is approved.
b. Trainees (programs of the USDOL).
Except as provided in 29 CFR 5.16, trainees will not be permitted to work at less than the predetermined rate for the work performed unless they are employed pursuant to and individually registered in a program which has received prior approval, evidenced by formal certification by the U.S.
Department of Labor, Employment and Training
Administration.
The ratio of trainees to journeymen on the job site shall not be greater than permitted under the plan approved by the
Employment and Training Administration.
Every trainee must be paid at not less than the rate specified in the approved program for the trainee's level of progress, expressed as a percentage of the journeyman hourly rate specified in the applicable wage determination. Trainees shall be paid fringe benefits in accordance with the provisions of the trainee program. If the trainee program does not mention fringe benefits, trainees shall be paid the full amount of fringe benefits listed on the wage determination unless the
Administrator of the Wage and Hour Division determines that there is an apprenticeship program associated with the
corresponding journeyman wage rate on the wage
determination which provides for less than full fringe benefits for apprentices. Any employee listed on the payroll at a trainee rate who is not registered and participating in a training plan approved by the Employment and Training Administration shall be paid not less than the applicable wage rate on the wage determination for the classification of work actually performed.
In addition, any trainee performing work on the job site in excess of the ratio permitted under the registered program shall be paid not less than the applicable wage rate on the wage determination for the work actually performed.
In the event the Employment and Training Administration withdraws approval of a training program, the contractor will no longer be permitted to utilize trainees at less than the applicable predetermined rate for the work performed until an acceptable program is approved.
c. Equal employment opportunity. The utilization of
apprentices, trainees and journeymen under this part shall be in conformity with the equal employment opportunity
requirements of Executive Order 11246, as amended, and 29 CFR part 30.
DocuSign Envelope ID: 3226CCBE-022E-41D9-BE64-5F5D7F862251 7 d. Apprentices and Trainees (programs of the U.S. DOT).
Apprentices and trainees working under apprenticeship and skill training programs which have been certified by the Secretary of Transportation as promoting EEO in connection with Federal-aid highway construction programs are not
subject to the requirements of paragraph 4 of this Section IV.
The straight time hourly wage rates for apprentices and trainees under such programs will be established by the particular programs. The ratio of apprentices and trainees to journeymen shall not be greater than permitted by the terms of the particular program.
5. Compliance with Copeland Act requirements. The
contractor shall comply with the requirements of 29 CFR part 3, which are incorporated by reference in this contract.
6. Subcontracts. The contractor or subcontractor shall insert Form FHWA-1273 in any subcontracts and also require the subcontractors to include Form FHWA-1273 in any lower tier subcontracts. The prime contractor shall be responsible for the compliance by any subcontractor or lower tier subcontractor with all the contract clauses in 29 CFR 5.5.
7. Contract termination: debarment. A breach of the
contract clauses in 29 CFR 5.5 may be grounds for termination of the contract, and for debarment as a contractor and a subcontractor as provided in 29 CFR 5.12.
8. Compliance with Davis-Bacon and Related Act
requirements. All rulings and interpretations of the Davis- Bacon and Related Acts contained in 29 CFR parts 1, 3, and 5 are herein incorporated by reference in this contract.
9. Disputes concerning labor standards. Disputes arising out of the labor standards provisions of this contract shall not be subject to the general disputes clause of this contract. Such disputes shall be resolved in accordance with the procedures of the Department of Labor set forth in 29 CFR parts 5, 6, and
7. Disputes within the meaning of this clause include disputes between the contractor (or any of its subcontractors) and the contracting agency, the U.S. Department of Labor, or the employees or their representatives.
10. Certification of eligibility.
a. By entering into this contract, the contractor certifies that neither it (nor he or she) nor any person or firm who has an interest in the contractor's firm is a person or firm ineligible to be awarded Government contracts by virtue of section 3(a) of the Davis-Bacon Act or 29 CFR 5.12(a)(1).
b. No part of this contract shall be subcontracted to any person or firm ineligible for award of a Government contract by virtue of section 3(a) of the Davis-Bacon Act or 29 CFR 5.12(a)(1). c. The penalty for making false statements is prescribed in the U.S. Criminal Code, 18 U.S.C. 1001.
V. CONTRACT WORK HOURS AND SAFETY
STANDARDS ACT
The following clauses apply to any Federal-aid construction contract in an amount in excess of $100,000 and subject to the overtime provisions of the Contract Work Hours and Safety Standards Act. These clauses shall be inserted in addition to the clauses required by 29 CFR 5.5(a) or 29 CFR 4.6. As used in this paragraph, the terms laborers and mechanics include watchmen and guards.
1. Overtime requirements. No contractor or subcontractor contracting for any part of the contract work which may require or involve the employment of laborers or mechanics shall require or permit any such laborer or mechanic in any
workweek in which he or she is employed on such work to work in excess of forty hours in such workweek unless such laborer or mechanic receives compensation at a rate not less than one and one-half times the basic rate of pay for all hours worked in excess of forty hours in such workweek.
2. Violation; liability for unpaid wages; liquidated
damages. In the event of any violation of the clause set forth in paragraph (1.) of this section, the contractor and any subcontractor responsible therefor shall be liable for the unpaid wages. In addition, such contractor and subcontractor shall be liable to the United States (in the case of work done under contract for the District of Columbia or a territory, to such District or to such territory), for liquidated damages. Such liquidated damages shall be computed with respect to each individual laborer or mechanic, including watchmen and
guards, employed in violation of the clause set forth in paragraph (1.) of this section, in the sum of $10 for each calendar day on which such individual was required or
permitted to work in excess of the standard workweek of forty hours without payment of the overtime wages required by the clause set forth in paragraph (1.) of this section.
3. Withholding for unpaid wages and liquidated damages.
The FHWA or the contacting agency shall upon its own action or upon written request of an authorized representative of the Department of Labor withhold or cause to be withheld, from any moneys payable on account of work performed by the
contractor or subcontractor under any such contract or any other Federal contract with the same prime contractor, or any other federally-assisted contract subject to the Contract Work Hours and Safety Standards Act, which is held by the same prime contractor, such sums as may be determined to be
necessary to satisfy any liabilities of such contractor or subcontractor for unpaid wages and liquidated damages as provided in the clause set forth in paragraph (2.) of this section.
4. Subcontracts. The contractor or subcontractor shall insert in any subcontracts the clauses set forth in paragraph (1.) through (4.) of this section and also a clause requiring the subcontractors to include these clauses in any lower tier subcontracts. The prime contractor shall be responsible for compliance by any subcontractor or lower tier subcontractor with the clauses set forth in paragraphs (1.) through (4.) of this section.
DocuSign Envelope ID: 3226CCBE-022E-41D9-BE64-5F5D7F862251 8 VI. SUBLETTING OR ASSIGNING THE CONTRACT
This provision is applicable to all Federal-aid construction contracts on the National Highway System.
1. The contractor shall perform with its own organization contract work amounting to not less than 30 percent (or a greater percentage if specified elsewhere in the contract) of the total original contract price, excluding any specialty items designated by the contracting agency. Specialty items may be performed by subcontract and the amount of any such
specialty items performed may be deducted from the total original contract price before computing the amount of work required to be performed by the contractor's own organization (23 CFR 635.116).
a. The term “perform work with its own organization” refers to workers employed or leased by the prime contractor, and equipment owned or rented by the prime contractor, with or without operators. Such term does not include employees or equipment of a subcontractor or lower tier subcontractor, agents of the prime contractor, or any other assignees. The term may include payments for the costs of hiring leased employees from an employee leasing firm meeting all relevant Federal and State regulatory requirements. Leased
employees may only be included in this term if the prime contractor meets all of the following conditions:
(1) the prime contractor maintains control over the
supervision of the day-to-day activities of the leased
employees;
(2) the prime contractor remains responsible for the quality of the work of the leased employees;
(3) the prime contractor retains all power to accept or exclude individual employees from work on the project; and (4) the prime contractor remains ultimately responsible for the payment of predetermined minimum wages, the
submission of payrolls, statements of compliance and all other Federal regulatory requirements.
b. "Specialty Items" shall be construed to be limited to work that requires highly specialized knowledge, abilities, or equipment not ordinarily available in the type of contracting organizations qualified and expected to bid or propose on the contract as a whole and in general are to be limited to minor components of the overall contract.
2. The contract amount upon which the requirements set forth in paragraph (1) of Section VI is computed includes the cost of material and manufactured products which are to be
purchased or produced by the contractor under the contract provisions.
3. The contractor shall furnish (a) a competent superintendent or supervisor who is employed by the firm, has full authority to direct performance of the work in accordance with the contract requirements, and is in charge of all construction operations (regardless of who performs the work) and (b) such other of its own organizational resources (supervision, management, and engineering services) as the contracting officer determines is necessary to assure the performance of the contract.
4. No portion of the contract shall be sublet, assigned or otherwise disposed of except with the written consent of the contracting officer, or authorized representative, and such consent when given shall not be construed to relieve the contractor of any responsibility for the fulfillment of the contract. Written consent will be given only after the contracting agency has assured that each subcontract is evidenced in writing and that it contains all pertinent provisions and requirements of the prime contract.
5. The 30% self-performance requirement of paragraph (1) is not applicable to design-build contracts; however, contracting agencies may establish their own self-performance
requirements.
VII. SAFETY: ACCIDENT PREVENTION
T h i s p r o v i s i o n i s applicable to all Federal-aid construction contracts and to all related subcontracts.
1. In the performance of this contract the contractor shall comply with all applicable Federal, State, and local laws governing safety, health, and sanitation (23 CFR 635). The contractor shall provide all safeguards, safety devices and protective equipment and take any other needed actions as it determines, or as the contracting officer may determine, to be reasonably necessary to protect the life and health of
employees on the job and the safety of the public and to protect property in connection with the performance of the work covered by the contract.
2. It is a condition of this contract, and shall be made a condition of each subcontract, which the contractor enters into pursuant to this contract, that the contractor and any
subcontractor shall not permit any employee, in performance of the contract, to work in surroundings or under conditions which are unsanitary, hazardous or dangerous to his/her health or safety, as determined under construction safety and health standards (29 CFR 1926) promulgated by the Secretary of Labor, in accordance with Section 107 of the Contract Work Hours and Safety Standards Act (40 U.S.C. 3704).
3. Pursuant to 29 CFR 1926.3, it is a condition of this contract that the Secretary of Labor or authorized representative thereof, shall have right of entry to any site of contract performance to inspect or investigate the matter of compliance with the construction safety and health standards and to carry out the duties of the Secretary under Section 107 of the Contract Work Hours and Safety Standards Act (40
U.S.C.3704).
VIII. FALSE STATEMENTS CONCERNING HIGHWAY
PROJECTS
T h i s p r o v i s i o n i s applicable to all Federal-aid construction contracts and to all related subcontracts.
In order to assure high quality and durable construction in conformity with approved plans and specifications and a high degree of reliability on statements and representations made by engineers, contractors, suppliers, and workers on Federal- aid highway projects, it is essential that all persons concerned with the project perform their functions as carefully, thoroughly, and honestly as possible. Willful falsification, distortion, or misrepresentation with respect to any facts related to the project is a violation of Federal law. To prevent any
misunderstanding regarding the seriousness of these and similar acts, Form FHWA-1022 shall be posted on each
Federal-aid highway project (23 CFR 635) in one or more places where it is readily available to all persons concerned with the project:
18 U.S.C. 1020 reads as follows:
DocuSign Envelope ID: 3226CCBE-022E-41D9-BE64-5F5D7F862251 9 "Whoever, being an officer, agent, or employee of the United States, or of any State or Territory, or whoever, whether a person, association, firm, or corporation, knowingly makes any false statement, false representation, or false report as to the character, quality, quantity, or cost of the material used or to be used, or the quantity or quality of the work performed or to be performed, or the cost thereof in connection with the submission of plans, maps, specifications, contracts, or costs of construction on any highway or related project submitted for approval to the Secretary of Transportation; or
Whoever knowingly makes any false statement, false
representation, false report or false claim with respect to the character, quality, quantity, or cost of any work performed or to be performed, or materials furnished or to be furnished, in connection with the construction of any highway or related project approved by the Secretary of Transportation; or Whoever knowingly makes any false statement or false
representation as to material fact in any statement, certificate, or report submitted pursuant to provisions of the Federal-aid Roads Act approved July 1, 1916, (39 Stat. 355), as amended and supplemented;
Shall be fined under this title or imprisoned not more than 5 years or both."
IX. IMPLEMENTATION OF CLEAN AIR ACT AND FEDERAL
WATER POLLUTION CONTROL ACT
This provision is applicable to all Federal-aid construction contracts and to all related subcontracts.
By submission of this bid/proposal or the execution of this contract, or subcontract, as appropriate, the bidder, proposer, Federal-aid construction contractor, or subcontractor, as appropriate, will be deemed to have stipulated as follows:
1. That any person who is or will be utilized in the
performance of this contract is not prohibited from receiving an award due to a violation of Section 508 of the Clean Water Act or Section 306 of the Clean Air Act.
2. That the contractor agrees to include or cause to be included the requirements of paragraph (1) of this Section X in every subcontract, and further agrees to take such action as the contracting agency may direct as a means of enforcing such requirements.
X. CERTIFICATION REGARDING DEBARMENT,
SUSPENSION, INELIGIBILITY AND VOLUNTARY
EXCLUSION
This provision is applicable to all Federal-aid construction contracts, design-build contracts, subcontracts, lower-tier subcontracts, purchase orders, lease agreements, consultant contracts or any other covered transaction requiring FHWA approval or that is estimated to cost $25,000 or more – as defined in 2 CFR Parts 180 and 1200.
1. Instructions for Certification – First Tier Participants:
a. By signing and submitting this proposal, the prospective first tier participant is providing the certification set out below. b. The inability of a person to provide the certification set out below will not necessarily result in denial of participation in this covered transaction. The prospective first tier participant shall submit an explanation of why it cannot provide the certification set out below. The certification or explanation will be considered in connection with the department or agency's determination whether to enter into this transaction. However, failure of the prospective first tier participant to furnish a certification or an explanation shall disqualify such a person from participation in this transaction.
c.The certification in this clause is a material representation of fact upon which reliance was placed when the contracting agency determined to enter into this transaction. If it is later determined that the prospective participant knowingly rendered an erroneous certification, in addition to other remedies available to the Federal Government, the contracting agency may terminate this transaction for cause of default.
d.The prospective first tier participant shall provide immediate written notice to the contracting agency to whom this proposal is submitted if any time the prospective first tier participant learns that its certification was erroneous when submitted or has become erroneous by reason of changed
circumstances.
e.The terms "covered transaction," "debarred,"
"suspended," "ineligible," "participant," "person," "principal," and "voluntarily excluded," as used in this clause, are defined in 2 CFR Parts 180 and 1200. “First Tier Covered
Transactions” refers to any covered transaction between a grantee or subgrantee of Federal funds and a participant (such as the prime or general contract). “Lower Tier Covered Transactions” refers to any covered transaction under a First Tier Covered Transaction (such as subcontracts). “First Tier Participant” refers to the participant who has entered into a covered transaction with a grantee or subgrantee of Federal funds (such as the prime or general contractor). “Lower Tier Participant” refers any participant who has entered into a covered transaction with a First Tier Participant or other Lower Tier Participants (such as subcontractors and suppliers). f.The prospective first tier participant agrees by submitting this proposal that, should the proposed covered transaction be entered into, it shall not knowingly enter into any lower tier covered transaction with a person who is debarred,
suspended, declared ineligible, or voluntarily excluded from participation in this covered transaction, unless authorized by the department or agency entering into this transaction. g.The prospective first tier participant further agrees by submitting this proposal that it will include the clause titled "Certification Regarding Debarment, Suspension, Ineligibility and Voluntary Exclusion-Lower Tier Covered Transactions," provided by the department or contracting agency, entering into this covered transaction, without modification, in all lower tier covered transactions and in all solicitations for lower tier covered transactions exceeding the $25,000 threshold.
h.A participant in a covered transaction may rely upon a certification of a prospective participant in a lower tier covered transaction that is not debarred, suspended, ineligible, or voluntarily excluded from the covered transaction, unless it knows that the certification is erroneous. A participant is responsible for ensuring that its principals are not suspended, debarred, or otherwise ineligible to participate in covered transactions. To verify the eligibility of its principals, as well as the eligibility of any lower tier prospective participants, each participant may, but is not required to, check the Excluded Parties List System website (https://www.epls.gov/), which is compiled by the General Services Administration.
DocuSign Envelope ID: 3226CCBE-022E-41D9-BE64-5F5D7F862251 10 i. Nothing contained in the foregoing shall be construed to require the establishment of a system of records in order to render in good faith the certification required by this clause.
The knowledge and information of the prospective participant is not required to exceed that which is normally possessed by a prudent person in the ordinary course of business dealings.
j. Except for transactions authorized under paragraph (f) of these instructions, if a participant in a covered transaction knowingly enters into a lower tier covered transaction with a person who is suspended, debarred, ineligible, or voluntarily excluded from participation in this transaction, in addition to other remedies available to the Federal Government, the department or agency may terminate this transaction for cause or default.
* * * * *
2. Certification Regarding Debarment, Suspension,
Ineligibility and Voluntary Exclusion – First Tier
Participants:
a. The prospective first tier participant certifies to the best of its knowledge and belief, that it and its principals:
(1) Are not presently debarred, suspended, proposed for debarment, declared ineligible, or voluntarily excluded from participating in covered transactions by any Federal
department or agency;
(2) Have not within a three-year period preceding this proposal been convicted of or had a civil judgment rendered against them for commission of fraud or a criminal offense in connection with obtaining, attempting to obtain, or performing a public (Federal, State or local) transaction or contract under a public transaction; violation of Federal or State antitrust statutes or commission of embezzlement, theft, forgery, bribery, falsification or destruction of records, making false statements, or receiving stolen property;
(3) Are not presently indicted for or otherwise criminally or civilly charged by a governmental entity (Federal, State or local) with commission of any of the offenses enumerated in paragraph (a)(2) of this certification; and
(4) Have not within a three-year period preceding this application/proposal had one or more public transactions (Federal, State or local) terminated for cause or default.
b. Where the prospective participant is unable to certify to any of the statements in this certification, such prospective participant shall attach an explanation to this proposal.
2. Instructions for Certification - Lower Tier Participants:
(Applicable to all subcontracts, purchase orders and other lower tier transactions requiring prior FHWA approval or estimated to cost $25,000 or more - 2 CFR Parts 180 and 1200)
a. By signing and submitting this proposal, the prospective lower tier is providing the certification set out below.
b. The certification in this clause is a material representation of fact upon which reliance was placed when this transaction was entered into. If it is later determined that the prospective lower tier participant knowingly rendered an erroneous
certification, in addition to other remedies available to the Federal Government, the department, or agency with which this transaction originated may pursue available remedies, including suspension and/or debarment.
c. The prospective lower tier participant shall provide immediate written notice to the person to which this proposal is submitted if at any time the prospective lower tier participant learns that its certification was erroneous by reason of changed circumstances.
d. The terms "covered transaction," "debarred,"
"suspended," "ineligible," "participant," "person," "principal," and "voluntarily excluded," as used in this clause, are defined in 2 CFR Parts 180 and 1200. You may contact the person to which this proposal is submitted for assistance in obtaining a copy of those regulations. “First Tier Covered Transactions” refers to any covered transaction between a grantee or
subgrantee of Federal funds and a participant (such as the prime or general contract). “Lower Tier Covered Transactions” refers to any covered transaction under a First Tier Covered Transaction (such as subcontracts). “First Tier Participant” refers to the participant who has entered into a covered transaction with a grantee or subgrantee of Federal funds (such as the prime or general contractor). “Lower Tier Participant” refers any participant who has entered into a covered transaction with a First Tier Participant or other Lower Tier Participants (such as subcontractors and suppliers).
e. The prospective lower tier participant agrees by
submitting this proposal that, should the proposed covered transaction be entered into, it shall not knowingly enter into any lower tier covered transaction with a person who is debarred, suspended, declared ineligible, or voluntarily excluded from participation in this covered transaction, unless authorized by the department or agency with which this
transaction originated.
f. The prospective lower tier participant further agrees by submitting this proposal that it will include this clause titled "Certification Regarding Debarment, Suspension, Ineligibility and Voluntary Exclusion-Lower Tier Covered Transaction," without modification, in all lower tier covered transactions and in all solicitations for lower tier covered transactions exceeding the $25,000 threshold.
g. A participant in a covered transaction may rely upon a certification of a prospective participant in a lower tier covered transaction that is not debarred, suspended, ineligible, or voluntarily excluded from the covered transaction, unless it knows that the certification is erroneous. A participant is responsible for ensuring that its principals are not suspended, debarred, or otherwise ineligible to participate in covered transactions. To verify the eligibility of its principals, as well as the eligibility of any lower tier prospective participants, each participant may, but is not required to, check the Excluded Parties List System website (https://www.epls.gov/), which is compiled by the General Services Administration.
h. Nothing contained in the foregoing shall be construed to require establishment of a system of records in order to render in good faith the certification required by this clause. The knowledge and information of participant is not required to exceed that which is normally possessed by a prudent person in the ordinary course of business dealings.
i. Except for transactions authorized under paragraph e of these instructions, if a participant in a covered transaction knowingly enters into a lower tier covered transaction with a person who is suspended, debarred, ineligible, or voluntarily excluded from participation in this transaction, in addition to other remedies available to the Federal Government, the
DocuSign Envelope ID: 3226CCBE-022E-41D9-BE64-5F5D7F862251 11 department or agency with which this transaction originated may pursue available remedies, including suspension and/or debarment.
* * * * *
Certification Regarding Debarment, Suspension,
Ineligibility and Voluntary Exclusion--Lower Tier
Participants:
1. The prospective lower tier participant certifies, by submission of this proposal, that neither it nor its principals is presently debarred, suspended, proposed for debarment,
declared ineligible, or voluntarily excluded from participating in covered transactions by any Federal department or agency.
2. Where the prospective lower tier participant is unable to certify to any of the statements in this certification, such prospective participant shall attach an explanation to this proposal.
* * * * *
XI. CERTIFICATION REGARDING USE OF CONTRACT
FUNDS FOR LOBBYING
This provision is applicable to all Federal-aid construction contracts and to all related subcontracts which exceed
$100,000 (49 CFR 20).
1. The prospective participant certifies, by signing and submitting this bid or proposal, to the best of his or her knowledge and belief, that:
a. No Federal appropriated funds have been paid or will be paid, by or on behalf of the undersigned, to any person for influencing or attempting to influence an officer or employee of any Federal agency, a Member of Congress, an officer or employee of Congress, or an employee of a Member of
Congress in connection with the awarding of any Federal contract, the making of any Federal grant, the making of any Federal loan, the entering into of any cooperative agreement, and the extension, continuation, renewal, amendment, or modification of any Federal contract, grant, loan, or
cooperative agreement.
b. If any funds other than Federal appropriated funds have been paid or will be paid to any person for influencing or attempting to influence an officer or employee of any Federal agency, a Member of Congress, an officer or employee of Congress, or an employee of a Member of Congress in
connection with this Federal contract, grant, loan, or
cooperative agreement, the undersigned shall complete and submit Standard Form-LLL, "Disclosure Form to Report
Lobbying," in accordance with its instructions.
2. This certification is a material representation of fact upon which reliance was placed when this transaction was made or entered into. Submission of this certification is a prerequisite for making or entering into this transaction imposed by 31 U.S.C. 1352. Any person who fails to file the required certification shall be subject to a civil penalty of not less than $10,000 and not more than $100,000 for each such failure.
3. The prospective participant also agrees by submitting its bid or proposal that the participant shall require that the language of this certification be included in all lower tier subcontracts, which exceed $100,000 and that all such
recipients shall certify and disclose accordingly.
DocuSign Envelope ID: 3226CCBE-022E-41D9-BE64-5F5D7F862251 12 ATTACHMENT A - EMPLOYMENT AND MATERIALS
PREFERENCE FOR APPALACHIAN DEVELOPMENT
HIGHWAY SYSTEM OR APPALACHIAN LOCAL ACCESS
ROAD CONTRACTS
This provision is applicable to all Federal-aid projects funded under the Appalachian Regional Development Act of 1965.
1. During the performance of this contract, the contractor undertaking to do work which is, or reasonably may be, done as on-site work, shall give preference to qualified persons who regularly reside in the labor area as designated by the DOL wherein the contract work is situated, or the subregion, or the Appalachian counties of the State wherein the contract work is situated, except:
a. To the extent that qualified persons regularly residing in the area are not available.
b. For the reasonable needs of the contractor to employ supervisory or specially experienced personnel necessary to assure an efficient execution of the contract work.
c. For the obligation of the contractor to offer employment to present or former employees as the result of a lawful collective bargaining contract, provided that the number of nonresident persons employed under this subparagraph (1c) shall not exceed 20 percent of the total number of employees employed by the contractor on the contract work, except as provided in subparagraph (4) below.
2. The contractor shall place a job order with the State Employment Service indicating (a) the classifications of the laborers, mechanics and other employees required to perform the contract work, (b) the number of employees required in each classification, (c) the date on which the participant estimates such employees will be required, and (d) any other pertinent information required by the State Employment
Service to complete the job order form. The job order may be placed with the State Employment Service in writing or by telephone. If during the course of the contract work, the information submitted by the contractor in the original job order is substantially modified, the participant shall promptly notify the State Employment Service.
3. The contractor shall give full consideration to all qualified job applicants referred to him by the State Employment
Service. The contractor is not required to grant employment to any job applicants who, in his opinion, are not qualified to perform the classification of work required.
4. If, within one week following the placing of a job order by the contractor with the State Employment Service, the State Employment Service is unable to refer any qualified job applicants to the contractor, or less than the number
requested, the State Employment Service will forward a
certificate to the contractor indicating the unavailability of applicants. Such certificate shall be made a part of the contractor's permanent project records. Upon receipt of this certificate, the contractor may employ persons who do not normally reside in the labor area to fill positions covered by the certificate, notwithstanding the provisions of subparagraph (1c) above.
5. The provisions of 23 CFR 633.207(e) allow the
contracting agency to provide a contractual preference for the use of mineral resource materials native to the Appalachian region.
6. The contractor shall include the provisions of Sections 1 through 4 of this Attachment A in every subcontract for work which is, or reasonably may be, done as on-site work.
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Exhibit 10-R: A&E BOILERPLATE AGREEMENT LANGUAGE
(For Local Assistance Federal-Aid Projects)
NOTE TO LOCAL AGENCY - BE SURE THAT YOUR LEGAL STAFF REVIEWS AND APPROVES ALL CONSULTANT CONTRACTS BEFORE EXECUTION. THIS AGREEMENT LANGUAGE IS RECOMMENDED LANGUAGE,
EXCEPT ARTICLE XXXII TITLE VI ASSURANCES (APPENDICES A AND E MUST BE PHYSICALLY INCLUDED,
UNMODIFIED, IN ANY FEDERAL-AID CONTRACT AND APPENDICES B-D MUST BE PHYSCIALLY INCLUDED, UNMODIFIED, IN ANY FEDERAL-AID CONTRACT INVOLVING RIGHT OF WAY ACQUISITION). MODIFY AS RECOMMENDED BY YOUR OWN LEGAL STAFF AND TO FIT YOUR PARTICULAR REQUIREMENTS AND PROJECT.
THE FISCAL AND FEDERAL PROVISIONS ARE REQUIRED IN ALL FEDERALLY FUNDED CONTRACTS. THE ORIGINAL INTENT OF THE ARTICLE SHALL REMAIN, IF MODIFIED BY YOUR LEGAL STAFF.
THIS EXHIBIT CONTAINS FISCAL REQUIREMENTS FROM 2 CFR 200 AND IS TO BE USED FOR STATE-ONLY FUNDED CONTRACTS AS WELL.
[Note: italic text within brackets throughout the Articles is intended for instructional purposes only]
TABLE OF CONTENTS
Page
ARTICLE I INTRODUCTION......................................................................................................... ........ 3 ARTICLE II CONSULTANT’S REPORTS OR MEETINGS.................................................................... 4 ARTICLE III STATEMENT OF WORK ................................................................................................. . 4 ARTICLE IV PERFORMANCE PERIOD................................................................................................ 6 ARTICLE V ALLOWABLE COSTS AND PAYMENTS.......................................................................... 6 ARTICLE VI TERMINATION ........................................................................................................ ....... 10 ARTICLE VII COST PRINCIPLES AND ADMINISTRATIVE REQUIREMENTS.................................. 11 ARTICLE VIII RETENTION OF RECORD/AUDITS ............................................................................. 11 ARTICLE IX AUDIT REVIEW PROCEDURES .................................................................................... 12 ARTICLE X SUBCONTRACTING ...................................................................................................... . 13 ARTICLE XI EQUIPMENT PURCHASE AND OTHER CAPITAL EXPENDITURES ........................... 15 ARTICLE XII STATE PREVAILING WAGE RATES............................................................................ 16 ARTICLE XIII CONFLICT OF INTEREST............................................................................................ 1 9 ARTICLE XIV REBATES, KICKBACKS OR OTHER UNLAWFUL CONSIDERATION ...................... 19
ARTICLE XV PROHIBITION OF EXPENDING LOCAL AGENCY, STATE, OR FEDERAL FUNDS FOR LOBBYING .................................................................................................................. ............... 20 ARTICLE XVI NON-DISCRIMINATION CLAUSE AND STATEMENT OF COMPLIANCE.................. 20 ARTICLE XVII DEBARMENT AND SUSPENSION CERTIFICATION................................................. 21 ARTICLE XVIII DISADVANTAGED BUSINESS ENTERPRISES (DBE) PARTICIPATION................. 22 ARTICLE XIX INSURANCE ......................................................................................................... ....... 28 ARTICLE XX FUNDING REQUIREMENTS......................................................................................... 29 ARTICLE XXI CHANGE IN TERMS ................................................................................................... . 29
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ARTICLE XVIII DISADVANTAGED BUSINESS ENTERPRISES (DBE) PARTICIPATION................. 22 ARTICLE XVII DEBARMENT AND SUSPENSION CERTIFICATION................................................. 21 ARTICLE XVI NON-DISCRIMINATION CLAUSE AND STATEMENT OF COMPLIANCE.................. 20
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ARTICLE XXII CONTINGENT FEE ................................................................................................... .. 29 ARTICLE XXIII DISPUTES......................................................................................................... ......... 30 ARTICLE XXIV INSPECTION OF WORK ........................................................................................... 30 ARTICLE XXV SAFETY............................................................................................................. ......... 30 ARTICLE XXVI OWNERSHIP OF DATA............................................................................................ . 31 ARTICLE XXVII CLAIMS FILED BY LOCAL AGENCY’s CONSTRUCTION CONTRACTOR............ 31 ARTICLE XXVIII CONFIDENTIALITY OF DATA................................................................................. 32 ARTICLE XXIX NATIONAL LABOR RELATIONS BOARD CERTIFICATION.................................... 32 ARTICLE XXX EVALUATION OF CONSULTANT.............................................................................. 33 ARTICLE XXXI PROMPT PAYMENT.................................................................................................. 3 3 ARTICLE XXXII TITLE VI ASSURANCES .......................................................................................... 33 ARTICLE XXXIII NOTIFICATION.................................................................................................... .... 38 ARTICLE XXXIV CONTRACT......................................................................................................... .... 38 ARTICLE XXXV SIGNATURES ....................................................................................................... ... 39
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ARTICLE XV PROHIBITION OF EXPENDING LOCAL AGENCY, STATE, OR FEDERAL FUNDS
FOR LOBBYING
[Include this article in all AGREEMENTs where federal funding will exceed $150,000. If less than $150,000 in federal funds will be expended on the AGREEMENT; delete this article and re-number the subsequent articles.]
A. The CONSULTANT certifies, to the best of his or her knowledge and belief, that:
1. No State, Federal, or LOCAL AGENCY appropriated funds have been paid or will be paid, by or on behalf of the CONSULTANT, to any person for influencing or attempting to influence an officer or employee of any local, State, or Federal agency, a Member of the State Legislature or United States Congress, an officer or employee of the Legislature or Congress, or any employee of a Member of the Legislature or Congress in connection with the awarding or making of this AGREEMENT, or with the extension, continuation, renewal, amendment, or modification of this AGREEMENT.
2. If any funds other than Federal appropriated funds have been paid or will be paid to any person for influencing or attempting to influence an officer or employee of any agency, a Member of Congress, an officer or employee of Congress, or an employee of a member of Congress in connection with this AGREEMENT, the CONSULTANT shall complete and submit Standard Form-LLL, “Disclosure Form to Report Lobbying,” in accordance with its instructions.
B. This certification is a material representation of fact upon which reliance was placed when this transaction was made or entered into. Submission of this certification is a prerequisite for making or entering into this transaction imposed by 31 U.S.C. §1352. Any person who fails to file the required certification shall be subject to a civil penalty of not less than ten thousand dollars ($10,000) and not more than one hundred thousand dollars ($100,000) for each such failure.
C. The CONSULTANT also agrees by signing this document that he or she shall require that the language of this certification be included in all lower tier subagreements, which exceed one hundred thousand dollars ($100,000), and that all such subrecipients shall certify and disclose accordingly.
ARTICLE XVI NON-DISCRIMINATION CLAUSE AND STATEMENT OF COMPLIANCE A. The CONSULTANT’s signature affixed herein and dated shall constitute a certification under penalty of perjury under the laws of the State of California that the CONSULTANT has, unless exempt, complied with the nondiscrimination program requirements of Gov. Code §12990 and 2 CCR § 8103.
B. During the performance of this AGREEMENT, CONSULTANT and its subconsultants shall not deny the AGREEMENT’s benefits to any person on the basis of race, religious creed, color, national origin, ancestry, physical disability, mental disability, medical condition, genetic information, marital status, sex, gender, gender identity, gender expression, age, sexual orientation, or military and veteran status, nor shall they unlawfully discriminate, harass, or allow harassment against any employee or applicant for employment because of race, religious creed, color, national origin, ancestry, physical disability, mental disability, medical condition, genetic information, marital status, sex, gender, gender identity, gender expression, age, sexual orientation, or military and veteran status. CONSULTANT and subconsultants shall insure that the evaluation and treatment of their employees and applicants for employment are free from such discrimination and harassment.
C. CONSULTANT and subconsultants shall comply with the provisions of the Fair Employment and Housing Act (Gov. Code §12990 et seq.), the applicable regulations promulgated there under (2
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ARTICLE XVI NON-DISCRIMINATION CLAUSE AND STATEMENT OF COMPLIANCE
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CCR §11000 et seq.), the provisions of Gov. Code §§11135-11139.5, and the regulations or standards adopted by LOCAL AGENCY to implement such article. The applicable regulations of the Fair Employment and Housing Commission implementing Gov. Code §12990 (a-f), set forth 2 CCR §§8100-8504, are incorporated into this AGREEMENT by reference and made a part hereof as if set forth in full.
D. CONSULTANT shall permit access by representatives of the Department of Fair Employment and Housing and the LOCAL AGENCY upon reasonable notice at any time during the normal business hours, but in no case less than twenty-four (24) hours’ notice, to such of its books, records, accounts, and all other sources of information and its facilities as said Department or LOCAL AGENCY shall require to ascertain compliance with this clause.
E. CONSULTANT and its subconsultant s shall give written notice of their obligations under this clause to labor organizations with which they have a collective bargaining or other Agreement.
F. CONSULTANT shall include the nondiscrimination and compliance provisions of this clause in all subcontracts to perform work under this AGREEMENT.
G. The CONSULTANT, with regard to the work performed under this AGREEMENT, shall act in accordance with Title VI of the Civil Rights Act of 1964 (42 U.S.C. §2000d et seq.). Title VI provides that the recipients of federal assistance will implement and maintain a policy of nondiscrimination in which no person in the United States shall, on the basis of race, color, national origin, religion, sex, age, disability, be excluded from participation in, denied the benefits of or subject to discrimination under any program or activity by the recipients of federal assistance or their assignees and successors in interest.
H. The CONSULTANT shall comply with regulations relative to non-discrimination in federally-assisted programs of the U.S. Department of Transportation (49 CFR 21 - Effectuation of Title VI of the Civil Rights Act of 1964). Specifically, the CONSULTANT shall not participate either directly or indirectly in the discrimination prohibited by 49 CFR §21.5, including employment practices and the selection and retention of Subconsultants.
I. CONSULTANT, subrecipient or subconsultant will never exclude any person from participation in, deny any person the benefits of, or otherwise discriminate against anyone in connection with the award and performance of any contract covered by 49 CFR 26 on the basis of race, color, sex, or national origin. In administering the LOCAL AGENCY components of the DBE Program Plan, CONSULTANT, subrecipient or subconsultant will not, directly, or through contractual or other arrangements, use criteria or methods of administration that have the effect of defeating or substantially impairing accomplishment of the objectives of the DBE Program Plan with respect to individuals of a particular race, color, sex, or national origin.
ARTICLE XVII DEBARMENT AND SUSPENSION CERTIFICATION
A. The CONSULTANT’s signature affixed herein shall constitute a certification under penalty of perjury under the laws of the State of California, that the CONSULTANT or any person associated therewith in the capacity of owner, partner, director, officer or manager:
1. Is not currently under suspension, debarment, voluntary exclusion, or determination of ineligibility by any federal agency;
2. Has not been suspended, debarred, voluntarily excluded, or determined ineligible by any federal agency within the past three (3) years;
3. Does not have a proposed debarment pending; and
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ARTICLE XVII DEBARMENT AND SUSPENSION CERTIFICATION
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4. Has not been indicted, convicted, or had a civil judgment rendered against it by a court of competent jurisdiction in any matter involving fraud or official misconduct within the past three (3) years.
B. Any exceptions to this certification must be disclosed to LOCAL AGENCY. Exceptions will not necessarily result in denial of recommendation for award, but will be considered in determining responsibility. Disclosures must indicate the party to whom the exceptions apply, the initiating agency, and the dates of agency action.
C. Exceptions to the Federal Government excluded parties ( https://sam.gov/content/home) maintained by the U.S. General Services Administration are to be determined by FHWA.
ARTICLE XVIII DISADVANTAGED BUSINESS ENTERPRISES (DBE) PARTICIPATION A. CONSULTANT, subrecipient (LOCAL AGENCY), or subconsultant shall take necessary and reasonable steps to ensure that DBEs have opportunities to participate in the contract (49 CFR 26).
To ensure equal participation of DBEs provided in 49 CFR 26.5, the LOCAL AGENCY shows a contract goal for DBEs. CONSULTANT shall make work available to DBEs and select work parts consistent with available DBE subconsultants and suppliers.
CONSULTANT shall meet the DBE goal shown elsewhere in these special provisions or demonstrate that they made adequate Good Faith Efforts (GFE) to meet this goal. It is CONSULTANT’s responsibility to verify at date of proposal opening that the DBE firm is certified as a DBE by using the California Unified Certification Program (CUCP) database and possesses the most specific available North American Industry Classification System (NAICS) codes and work code applicable to the type of work the firm will perform on the contract. Additionally, the CONSULTANT is responsible to document the verification record by printing out the CUCP data for each DBE firm. A list of DBEs certified by the CUCP can be found at https://dot.ca.gov/programs/civil-rights/dbe-search.
All DBE participation will count toward the California Department of Transportation’s federally mandated statewide overall DBE goal. Credit for materials or supplies CONSULTANT purchases from DBEs counts towards the goal in the following manner:
x 100 percent counts if the materials or supplies are obtained from a DBE manufacturer. x 60 percent counts if the materials or supplies are purchased from a DBE regular dealer. x Only fees, commissions, and charges for assistance in the procurement and delivery of materials or supplies count if obtained from a DBE that is neither a manufacturer nor regular dealer. 49 CFR 26.55 defines "manufacturer" and "regular dealer." This AGREEMENT is subject to 49 CFR 26 entitled “Participation by Disadvantaged Business Enterprises in Department of Transportation Financial Assistance Programs”. CONSULTANTs who enter into a federally-funded agreement will assist the LOCAL AGENCY in a good faith effort to achieve California's statewide overall DBE goal.
B. The goal for DBE participation for this AGREEMENT is_________%. Participation by DBE CONSULTANT or subconsultants shall be in accordance with information contained in Exhibit 10- O2: Consultant Contract DBE Commitment attached hereto and incorporated as part of the AGREEMENT. If a DBE subconsultant is unable to perform, CONSULTANT must make a good faith effort to replace him/her with another DBE subconsultant, if the goal is not otherwise met.
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ARTICLE XVIII DISADVANTXX AGED BUSINESS ENTERPRISES (DBE) PARTICIPATION
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C. CONSULTANT can meet the DBE participation goal by either documenting commitments to DBEs to meet the AGREEMENT goal, or by documenting adequate good faith efforts to meet the AGREEMENT goal. An adequate good faith effort means that the CONSULTANT must show that it took all necessary and reasonable steps to achieve a DBE goal that, by their scope, intensity, and appropriateness to the objective, could reasonably be expected to meet the DBE goal. If CONSULTANT has not met the DBE goal, complete and submit Exhibit 15-H: Proposer/Contractor Good Faith Efforts to document efforts to meet the goal. Refer to 49 CFR 26 for guidance regarding evaluation of good faith efforts to meet the DBE goal.
D. Contract Assurance
Under 49 CFR 26.13(b):
CONSULTANT, subrecipient or subconsultant shall not discriminate on the basis of race, color, national origin, or sex in the performance of this contract. CONSULTANT shall carry out applicable requirements of 49 CFR 26 in the award and administration of federal-aid contracts.
Failure by the CONSULTANT to carry out these requirements is a material breach of this contract, which may result in the termination of this contract or such other remedy as the recipient deems appropriate, which may include, but is not limited to:
(1) Withholding monthly progress payments;
(2) Assessing sanctions;
(3) Liquidated damages; and/or
(4) Disqualifying CONSULTANT from future proposing as non-responsible E. Termination and Replacement of DBE Subconsultants
CONSULTANT shall utilize the specific DBEs listed to perform the work and supply the materials for which each is listed unless CONSULTANT or DBE subconsultant obtains the LOCAL AGENCY’s written consent. CONSULTANT shall not terminate or replace a listed DBE for convenience and perform the work with their own forces or obtain materials from other sources without authorization from the LOCAL AGENCY. Unless the LOCAL AGENCY’s consent is provided, the CONSULTANT shall not be entitled to any payment for work or material unless it is performed or supplied by the listed DBE on the Exhibit 10-02: Consultant Contract DBE Commitment form.
Termination of DBE Subconsultants
After execution of the AGREEMENT, termination of a DBE may be allowed for the following, but not limited to, justifiable reasons with prior written authorization from the LOCAL AGENCY:
1. Listed DBE fails or refuses to execute a written contract based on plans and specifications for the project.
2. The LOCAL AGENCY stipulated that a bond is a condition of executing the subcontract and the listed DBE fails to meet the LOCAL AGENCY’s bond requirements.
3. Work requires a consultant's license and listed DBE does not have a valid license under Contractors License Law.
4. Listed DBE fails or refuses to perform the work or furnish the listed materials (failing or refusing to perform is not an allowable reason to remove a DBE if the failure or refusal is a result of bad faith or discrimination).
5. Listed DBE's work is unsatisfactory and not in compliance with the contract.
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6. Listed DBE is ineligible to work on the project because of suspension or debarment.
7. Listed DBE becomes bankrupt or insolvent or exhibits credit unworthiness.
8. Listed DBE voluntarily withdraws with written notice from the Contract.
9. Listed DBE is ineligible to receive credit for the type of work required.
10. Listed DBE owner dies or becomes disabled resulting in the inability to perform the work on the Contract.
11. The LOCAL AGENCY determines other documented good cause.
CONSULTANT must use the following procedures to request the termination of a DBE or portion of a DBE’s work:
1. Send a written notice to the DBE of the CONSULTANT’s intent to use other forces or material sources and include one or more justifiable reasons listed above. Simultaneously send a copy of this written notice to the LOCAL AGENCY. The written notice to the DBE must request they provide any response within five (5) business days to both the CONSULTANT and the LOCAL AGENCY by either acknowledging their agreement or documenting their reasoning as to why the use of other forces or sources of materials should not occur.
2. If the DBE does not respond within five (5) business days, CONSULTANT may move forward with the request as if the DBE had agreed to CONSULTANT’s written notice.
3. Submit CONSULTANT’s DBE termination request by written letter to the LOCAL AGENCY and include:
x One or more above listed justifiable reasons along with supporting documentation. x CONSULTANT’s written notice to the DBE regarding the request, including proof of transmission and tracking documentation of CONSULTANT’s written notice x The DBE's response to CONSULTANT’s written notice, if received. If a written response was not provided, provide a statement to that effect.
The LOCAL AGENCY shall respond in writing to CONSULTANT’s DBE termination request within five (5) business days.
Replacement of DBE Subconsultants
After receiving the LOCAL AGENCY’s written authorization of DBE termination request, CONSULTANT must obtain the LOCAL AGENCY’s written agreement for DBE replacement.
CONSULTANT must find or demonstrate GFEs to find qualified DBE replacement firms to perform the work to the extent needed to meet the DBE commitment.
The following procedures shall be followed to request authorization to replace a DBE firm:
1. Submit a request to replace a DBE with other forces or material sources in writing to the LOCAL AGENCY which must include:
a. Description of remaining uncommitted work item made available for replacement DBE solicitation and participation.
b. The proposed DBE replacement firm's business information, the work they have agreed to perform, and the following:
x Description of scope of work and cost proposal
May 2023
DocuSign Envelope ID: 3226CCBE-022E-41D9-BE64-5F5D7F862251 Local Assistance Procedures Manual Exhibit 10-R
A&E Boilerplate Agreement Language
x Proposed subcontract agreement and written confirmation of agreement to perform on the Contract
x Revised Exhibit 10-O2: Consultant Contract DBE Commitment
2. If CONSULTANT has not identified a DBE replacement firm, submits documentation of CONSULTANT’s GFEs to use DBE replacement firms within seven (7) days of LOCAL AGENCY's authorization to terminate the DBE. CONSULTANT may request the LOCAL AGENCY's approval to extend this submittal period to a total of 14 days. Submit documentation of actions taken to find a DBE replacement firm, such as:
x Search results of certified DBEs available to perform the original DBE work identified and or other work CONSULTANT had intended to self-perform, to the extent needed to meet DBE commitment
x Solicitations of DBEs for performance of work identified x Correspondence with interested DBEs that may have included contract details and requirements
x Negotiation efforts with DBEs that reflect why an agreement was not reached x If a DBE's quote was rejected, provide reasoning for the rejection, such as why the DBE was unqualified for the work, or why the price quote was unreasonable or excessive
x Copies of each DBE's and non-DBE's price quotes for work identified, as the LOCAL AGENCY may contact the firms to verify solicitation efforts and determine if the DBE quotes are substantially higher
x Additional documentation that supports CONSULTANT’s GFE The LOCAL AGENCY shall respond in writing to CONSULTANT’s DBE replacement request within five (5) business days.
F. Commitment and Utilization
The LOCAL AGENCY’s DBE program must include a monitoring and enforcement mechanism to ensure that DBE commitments reconcile to DBE utilization.
The LOCAL AGENCY shall request CONSULTANT to:
1. Notify the LOCAL AGENCY’s contract administrator or designated representative of any changes to its anticipated DBE participation
2. Provide this notification before starting the affected work
3. Maintain records including:
x Name and business address of each 1
st
-tier subconsultant
x Name and business address of each DBE subconsultant, DBE vendor, and DBE trucking company, regardless of tier
x Date of payment and total amount paid to each business (see Exhibit 9-F: Monthly Disadvantaged Business Enterprise Payment)
If CONSULTANT is a DBE CONSULTANT, they shall include the date of work performed by their own forces and the corresponding value of the work.
May 2023
DocuSign Envelope ID: 3226CCBE-022E-41D9-BE64-5F5D7F862251 Local Assistance Procedures Manual Exhibit 10-R
A&E Boilerplate Agreement Language
If a DBE is decertified before completing its work, the DBE must notify CONSULTANT in writing of the decertification date. If a business becomes a certified DBE before completing its work, the business must notify CONSULTANT in writing of the certification date. CONSULTANT shall submit the notifications to the LOCAL AGENCY. On work completion, CONSULTANT shall complete Exhibit 17-O: Disadvantaged Business Enterprises (DBE) Certification Status Change and submit the form to the LOCAL AGENCY within 30 days of contract acceptance.
Upon work completion, CONSULTANT shall complete Exhibit 17-F: Final Report – Utilization of Disadvantaged Business Enterprises (DBE), First-Tier Subcontractors and submit it to the LOCAL AGENCY within 90 days of contract acceptance. The LOCAL AGENCY will withhold $10,000 until the form is submitted. The LOCAL AGENCY will release the withhold upon submission of the completed form.
In the LOCAL AGENCY’s reports of DBE participation to Caltrans, the LOCAL AGENCY must display both commitments and attainments.
G. Commercially Useful Function
DBEs must perform a commercially useful function (CUF) under 49 CFR 26.55 when performing work or supplying materials listed on the DBE Commitment form. The DBE value of work will only count toward the DBE commitment if the DBE performs a CUF. A DBE performs a CUF when it is responsible for execution of the work of the AGREEMENT and is carrying out its responsibilities by actually performing, managing, and supervising the work involved. To perform a CUF, the DBE must also be responsible, with respect to materials and supplies used on the AGREEMENT, for negotiating price, determining quality and quantity, ordering the material and installing (where applicable), and paying for the material itself.
CONSULTANT must perform CUF evaluation for each DBE working on a federal-aid contract, with or without a DBE goal. Perform a CUF evaluation at the beginning of the DBE’s work and continue to monitor the performance of CUF for the duration of the project.
CONSULTANT must provide written notification to the LOCAL AGENCY at least 15 days in advance of each DBE's initial performance of work or supplying materials for the Contract. The notification must include the DBE's name, work the DBE will perform on the contract, and the location, date, and time of where their work will take place.
Within 10 days of a DBE initially performing work or supplying materials on the Contract, CONSULTANT shall submit to the LPA the initial evaluation and validation of DBE performance of a CUF using the LAPM 9-J: Disadvantaged Business Enterprise Commercially Useful Function Evaluation. Include the following information with the submittal:
x Subcontract agreement with the DBE
x Purchase orders
x Bills of lading
x Invoices
x Proof of payment
CONSULTANT must monitor all DBE’s performance of CUF by conducting quarterly evaluations and validations throughout their duration of work on the Contract using the LAPM 9-J: DBE Commercially Useful Function Evaluation. CONSULTANT must submit to the LOCAL AGENCY
May 2023
DocuSign Envelope ID: 3226CCBE-022E-41D9-BE64-5F5D7F862251 Local Assistance Procedures Manual Exhibit 10-R
A&E Boilerplate Agreement Language
these quarterly evaluations and validations by the 5th of the month for the previous three months of work.
CONSULTANT must notify the LOCAL AGENCY immediately if they believe the DBE may not be performing a CUF.
The LOCAL AGENCY will verify DBEs performance of CUF by reviewing the initial and quarterly submissions of LAPM 9-J: DBE Commercially Useful Function Evaluation, submitted supporting information, field observations, and through any additional LOCAL AGENCY evaluations. The LOCAL AGENCY must evaluate DBEs and their CUF performance throughout the duration of a Contract. The LOCAL AGENCY will provide written notice to the CONSULTANT and the DBE at least two (2) business days prior to any evaluation. The CONSULTANT and the DBE must participate in the evaluation. Upon completing the evaluation, the LOCAL AGENCY must share the evaluation results with the CONSULTANT and the DBE. An evaluation could include items that must be remedied upon receipt. If the LOCAL AGENCY determines the DBE is not performing a CUF, the CONSULTANT must suspend performance of the noncompliant work.
CONSULTANT and DBEs must submit any additional CUF related records and documents within five (5) business days of LOCAL AGENCY’s request such as:
x Proof of ownership or lease and rental agreements for equipment x Tax records
x Employee rosters
x Certified payroll records
x Inventory rosters
Failure to submit required DBE Commercially Useful Function Evaluation forms or requested records and documents can result in withholding of payment for the value of work completed by the DBE.
If CONSULTANT and/or the LOCAL AGENCY determine that a listed DBE is not performing a CUF in performance of their DBE committed work, CONSULTANT must immediately suspend performance of the noncompliant portion of the work. LOCAL AGENCY may deny payment for the noncompliant portion of the work. LOCAL AGENCY will ask the CONSULTANT to submit a corrective action plan (CAP) to the LOCAL AGENGY within five (5) days of the noncompliant CUF determination. The CAP must identify how the CONSULTANT will correct the noncompliance findings for the remaining portion of the DBE's work. LOCAL AGENCY has five (5) days to review the CAP in conjunction with the CONSULTANT’s review. The CONSULTANT must implement the CAP within five (5) days of the LOCAL AGENCY's approval. The LOCAL AGENCY will then authorize the prior noncompliant portion of work for the DBE's committed work.
If corrective actions cannot be accomplished to ensure the DBE performs a commercially useful function on the Contract, CONSULTANT may have good cause to request termination of the DBE.
H. A DBE does not perform a CUF if its role is limited to that of an extra participant in a transaction, AGREEMENT, or project through which funds are passed in order to obtain the appearance of DBE participation. In determining whether a DBE is such an extra participant, examine similar transactions, particularly those in which DBEs do not participate.
I. If a DBE does not perform or exercise responsibility for at least thirty percent (30%) of the total cost of its AGREEMENT with its own work force, or the DBE subcontracts a greater portion of the work
May 2023
DocuSign Envelope ID: 3226CCBE-022E-41D9-BE64-5F5D7F862251 Local Assistance Procedures Manual Exhibit 10-R
A&E Boilerplate Agreement Language
of the AGREEMENT than would be expected on the basis of normal industry practice for the type of work involved, it will be presumed that it is not performing a CUF.
J. CONSULTANT shall maintain records of materials purchased or supplied from all subcontracts entered into with certified DBEs. The records shall show the name and business address of each DBE or vendor and the total dollar amount actually paid each DBE or vendor, regardless of tier.
The records shall show the date of payment and the total dollar figure paid to all firms. DBE CONSULTANT’s shall also show the date of work performed by their own forces along with the corresponding dollar value of the work.
K. If a DBE subconsultant is decertified during the life of the AGREEMENT, the decertified subconsultant shall notify CONSULTANT in writing with the date of decertification. If a subconsultant becomes a certified DBE during the life of the AGREEMENT, the subconsultant shall notify CONSULTANT in writing with the date of certification. Any changes should be reported to LOCAL AGENCY’s Contract Administrator within thirty (30) calendar days.
L. For projects awarded on or after March 1, 2020, but before September 1, 2023: after submitting an invoice for reimbursement that includes a payment to a DBE, but no later than the 10th of the following month, the prime contractor/consultant must complete and email Exhibit 9-F:
Disadvantaged Business Enterprise Running Tally of Payments to [email protected] with a copy to local administering agencies.
For projects awarded on or after September 1, 2023: Exhibit 9-F is no longer required. Instead, by the 15th of the month following the month of any payment(s), the CONSULTANT must now submit Exhibit 9-P to the LOCAL AGENCY administering the contract. If the CONSULTANT does not make any payments to subconsultants, supplier(s), and/or manufacturers they must report “no payments were made to subs this month” and write this visibly and legibly on Exhibit 9-P.
M. Any subcontract entered into as a result of this AGREEMENT shall contain all of the provisions of this section.
ARTICLE XIX INSURANCE
[Choose either Option 1 or Option 2]
[Option 1 - for AGREEMENT with a scope of services that may require the CONSULTANT or subconsultant to work within the operating state or Local Agency Highway Right of Way; where there would be exposure to public traffic or construction operations.] A. Prior to commencement of the work described herein, CONSULTANT shall furnish LOCAL AGENCY a Certificate of Insurance stating that there is general comprehensive liability insurance presently in effect for CONSULTANT with a combined single limit (CSL) of not less than one million dollars ($1,000,000) per occurrence.
B. The Certificate of Insurance will provide:
1. That the insurer will not cancel the insured’s coverage without thirty (30) calendar days prior written notice to LOCAL AGENCY.
2. That LOCAL AGENCY, its officers, agents, employees, and servants are included as additional insureds, but only insofar as the operations under this AGREEMENT are concerned.
3. That LOCAL AGENCY will not be responsible for any premiums or assessments on the policy.
May 2023
DocuSign Envelope ID: 3226CCBE-022E-41D9-BE64-5F5D7F862251 Local Assistance Procedures Manual Exhibit 10-R
A&E Boilerplate Agreement Language
ARTICLE XXXV SIGNATURES
(Name of LOCAL AGENCY) (Name of CONSULTANT)
(Signature)
(Name of Signer)
(Signature)
(Name of Signer)
Date: Date:
May 2023
DocuSign Envelope ID: 3226CCBE-022E-41D9-BE64-5F5D7F862251 For the Contract between the City of
Richmond and
EXHIBIT F
INSURANCE PROVISIONS
During the entire term of this Contract and any extension or modification thereof, the CONTRACTOR shall keep in effect insurance policies meeting the insurance requirements specified in the insurance provisions which are attached hereto and incorporated herein by this reference.
CSW|Stuber-Stroeh Engineering Group, Inc.
DocuSign Envelope ID: 3226CCBE-022E-41D9-BE64-5F5D7F862251 ___ Exhibit F
___ Section 8
City of Richmond - Insurance Requirements – Type 1:
Consultants and Contractors
Type 1 – Page 1 of 4
Revised: September 2011
In all instances where a CONTRACTOR or its representatives will be conducting business and/or providing services, 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, 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) including coverage for bodily and personal injury, property damage, and products and completed operations.
2. Insurance Services Office Automobile Liability coverage (ISO Form CA 0001, Code 1, Any Auto)
3. Original and Separate Additional Insured Endorsements 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 and Builder’s Risk/ Course of Construction Insurance.
6. Builder’s Risk/Course of Construction insurance covering all risks of loss less policy exclusions when the City of Richmond has a financial interest in the property. – (Only required for Construction Contracts involving property)
7. Contractor’s Pollution Liability (if applicable for Construction Contractors) 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.
DocuSign Envelope ID: 3226CCBE-022E-41D9-BE64-5F5D7F862251 ___ Exhibit F
___ Section 8
City of Richmond - Insurance Requirements – Type 1:
Consultants and Contractors
Type 1 – Page 2 of 4
Revised: September 2011
PROJECT COST R EQUIRED LIMIT
$0 - $5 million $2 million p/o
$5 million - $10 million $5 million p/o
Over $10 million $10 million p/o
Fireworks $5 million p/o
General Liability
(primary and excess limits
combined)
Includes coverage for bodily injury, personal injury, property damage and products and completed operations. The policy shall not exclude coverage for XCU perils (explosion, collapse, or damage to underground property).
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.
Automobile Liability $1,000,000 per occurrence for bodily injury and property damage.
Builders’ Risk/Course of
Construction – Covers property
under construction, repair or
renovation as well as equipment
and materials to be installed.
(Only required for Construction
Projects involving property and
equipment installation.)
Coverage shall include all risks of direct physical loss, excluding earthquake, for an amount equal to the full completed value of the covered structure or replacement value of alterations or additions, including soft costs and business interruption.
If the project does not involve new or major reconstruction, an Installation Floater may be acceptable. For such projects, a property installation floater shall be obtained that provides for the improvement, remodel, modification, alteration, conversion or adjustment to existing buildings, structures, processes, machinery and equipment. The Property Installation Floater shall provide property damage coverage for any building, structure, machinery or equipment damaged, impaired, broken or destroyed during the performance of the Work, including during transit, installation and testing at the City of Richmond’s site.
The City of Richmond shall be named as loss payee as its interest may appear. The insurer shall waive all rights of subrogation against City.
Contractor’s Pollution Liability (if
applicable)
Protects against:
unexpected/unintended release of
pollution resulting from contractors
covered operations such as:
HVAC, paving, carpentry, pipeline
& tank installation, drillers,
remediation contractors,
maintenance, mechanical,
demolition, excavation, grading,
street/road construction,
residential & commercial builders.
Same limits as General Liability.
Required Policy Conditions
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.
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 but not limited to 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. The endorsement must not exclude products and completed operations coverage. If it does, then CG 20 37 (10/01) is also required.
DocuSign Envelope ID: 3226CCBE-022E-41D9-BE64-5F5D7F862251 ___ Exhibit F
___ Section 8
City of Richmond - Insurance Requirements – Type 1:
Consultants and Contractors
Type 1 – Page 3 of 4
Revised: September 2011
Additional Insured Endorsement
(continued)
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 and Builder’s Risk/ Course of Construction coverage 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.
Loss Payable Endorsement (only
required when Builder’s Risk
and/or Course of Construction
Insurance is required.)
Applicable to Builder’s Risk/Course of Construction naming the City of Richmond as Loss Payee.
SURETY BONDS
(If a Public Works/Engineering
Project)
The Contractor shall provide:
1. A Bid bond
2. A Performance Bond
3. A Payment Bond
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 coverages and cover those insured in the underlying policies.
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.
DocuSign Envelope ID: 3226CCBE-022E-41D9-BE64-5F5D7F862251 ___ Exhibit F
___ Section 8
City of Richmond - Insurance Requirements – Type 1:
Consultants and Contractors
Type 1 – Page 4 of 4
Revised: September 2011
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 Manager. However, Contractor must mail the original certificates and endorsements to Designated Project Manager once faxed.
Continuous Coverage
CONTRACTOR shall maintain the required insurance for the life of the contract. Should the CONTRACTOR cease to have insurance as required during this time, all work by the CONTRACTOR pursuant to this agreement shall cease until insurance acceptable to the City is provided. In the event that CONTRACTOR fails to comply with the City’s insurance requirements, the City may take such action as it deems necessary to protect the City’s interests. Such action may include but is not limited to termination of the contract, withholding of payments, or other actions as the City deems appropriate.
If services or the scope of work extend beyond the expiration dates of the required insurance policies initially approved by the City, CONTRACTOR must provide updated certificates and endorsements indicating that the required coverage, terms and conditions are still in place. Renewal certificates and updated endorsements shall be mailed to the Designated Project Manager.
Cancellation
CONTRACTOR shall ensure that coverage shall not be cancelled, reduced or otherwise materially changed except after thirty (30) days’ prior written notice has been given to the City.
Reporting Requirements
Any failure to comply with reporting or other provisions of the policies including breaches of warranties shall not affect coverage provided to the City, its officers, officials, employees or volunteers.
Consistent with Public Policy
The insuring provisions, insofar as they may be judged to be against public policy shall be void and unenforceable only to the minimum extent necessary so that the remaining terms and provisions herein may be consistent with public policy and thus enforceable.
DocuSign Envelope ID: 3226CCBE-022E-41D9-BE64-5F5D7F862251
DocuSign Envelope ID: 3226CCBE-022E-41D9-BE64-5F5D7F862251
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 e ndorsed.
If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy, certain policies may require an endorsement. A st atement 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 PERIO D 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. $
$
$
$PROPERTY DAMAGE
BODILY INJURY (Per accident)
BODILY INJURY (Per person)
COMBINED SINGLE LIMIT
AUTOS ONLY
AUTOSAUTOS ONLY
NON-OWNED
SCHEDULEDOWNED
ANY AUTO
AUTOMOBILE LIABILITY
Y / N
WORKERS COMPENSATION
AND EMPLOYERS' LIABILITY
OFFICER/MEMBER EXCLUDED?
(Mandatory in NH)
DESCRIPTION OF OPERATIONS below
If yes, describe under
ANY PROPRIETOR/PARTNER/EXECUTIVE
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POLICY EXP
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$GENERAL AGGREGATE
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$PREMISES (Ea occurrence)
COMMERCIAL GENERAL LIABILITY
CLAIMS-MADE OCCUR
GEN'L AGGREGATE LIMIT APPLIES PER:
POLICY PRO-
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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
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DocuSign Envelope ID: 3226CCBE-022E-41D9-BE64-5F5D7F862251 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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DocuSign Envelope ID: 3226CCBE-022E-41D9-BE64-5F5D7F862251
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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DocuSign Envelope ID: 3226CCBE-022E-41D9-BE64-5F5D7F862251
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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DocuSign Envelope ID: 3226CCBE-022E-41D9-BE64-5F5D7F862251
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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DocuSign Envelope ID: 3226CCBE-022E-41D9-BE64-5F5D7F862251
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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DocuSign Envelope ID: 3226CCBE-022E-41D9-BE64-5F5D7F862251
BUSINESS LIABILITY COVERAGE FORM
(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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DocuSign Envelope ID: 3226CCBE-022E-41D9-BE64-5F5D7F862251
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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DocuSign Envelope ID: 3226CCBE-022E-41D9-BE64-5F5D7F862251
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
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DocuSign Envelope ID: 3226CCBE-022E-41D9-BE64-5F5D7F862251
COMMERCIAL AUTOMOBILE
HA 99 16 03 12
THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY.
COMMERCIAL AUTOMOBILE BROAD FORM
ENDORSEMENT
This endorsement modifies insurance provided under the following:
BUSINESS AUTO COVERAGE FORM
To the extent that the provisions of this endorsement provide broader benefits to the "insured" than other provisions of the Coverage Form, the provisions of this endorsement apply.
1. BROAD FORM INSURED d. Any "employee" of yours while using a covered "auto" you don't own, hire or A. Subsidiaries and Newly Acquired or borrow in your business or yourFormed Organizations
personal affairs.The Named Insured shown in the
C. Lessors as InsuredsDeclarations is amended to include:
Paragraph A.1. - WHO IS AN INSURED - of (1) Any legal business entity other than a Section II - Liability Coverage is amended topartnership or joint venture, formed as a add:subsidiary in which you have an
ownership interest of more than 50% on e. The lessor of a covered "auto" while the the effective date of the Coverage Form. "auto" is leased to you under a written However, the Named Insured does not agreement if:
include any subsidiary that is an (1) The agreement requires you to"insured" under any other automobile provide direct primary insurance for policy or would be an "insured" under the lessor andsuch a policy but for its termination or (2) The "auto" is leased without a driver.the exhaustion of its Limit of Insurance.
Such a leased "auto" will be considered a (2) Any organization that is acquired or covered "auto" you own and not a covered formed by you and over which you "auto" you hire.maintain majority ownership. However,
the Named Insured does not include any D. Additional Insured if Required by Contract newly formed or acquired organization: (1) Paragraph A.1. - WHO IS AN INSURED (a) That is a partnership or joint - of Section II - Liability Coverage is venture, amended to add:
(b) That is an "insured" under any other f. When you have agreed, in a writtenpolicy, contract or written agreement, that a (c) That has exhausted its Limit of person or organization be added as Insurance under any other policy, or an additional insured on your business auto policy, such person or (d) 180 days or more after its organization is an "insured", but only acquisition or formation by you, to the extent such person orunless you have given us notice of organization is liable for "bodilythe acquisition or formation. injury" or "property damage" causedCoverage does not apply to "bodily by the conduct of an "insured" under injury" or "property damage" that results paragraphs a. or b. of Who Is Anfrom an "accident" that occurred before Insured with regard to theyou formed or acquired the organization. ownership, maintenance or use of a B. Employees as Insureds covered "auto." Paragraph A.1. - WHO IS AN INSURED - of
SECTION II - LIABILITY COVERAGE is
amended to add:
© 2011, The Hartford (Includes copyrighted material
Form HA 99 16 03 12 Page 1 of 5of ISO Properties, Inc., with its permission.) 8(*%&
DocuSign Envelope ID: 3226CCBE-022E-41D9-BE64-5F5D7F862251 E. Primary and Non-Contributory ifThe insurance afforded to any such Required by Contractadditional insured applies only if the "bodily injury" or "property damage" Only with respect to insurance provided to occurs: an additional insured in 1.D. - Additional
(1) During the policy period, and Insured If Required by Contract, the following provisions apply:(2) Subsequent to the execution of such written contract, and (3) Primary Insurance When Required By Contract(3) Prior to the expiration of the period
of time that the written contract This insurance is primary if you have requires such insurance be provided agreed in a written contract or written to the additional insured. agreement that this insurance be primary. If other insurance is also (2) How Limits Apply primary, we will share with all that otherIf you have agreed in a written contract insurance by the method described inor written agreement that another Other Insurance 5.d.person or organization be added as an (4) Primary And Non-Contributory To Otheradditional insured on your policy, the Insurance When Required By Contractmost we will pay on behalf of such additional insured is the lesser of: If you have agreed in a written contract or written agreement that this insurance(a) The limits of insurance specified in is primary and non-contributory with the the written contract or written additional insured's own insurance, this agreement; or
insurance is primary and we will not(b) The Limits of Insurance shown in seek contribution from that otherthe Declarations. insurance.
Such amount shall be a part of and not (3) (4)Paragraphs and do not apply to other in addition to Limits of Insurance shown insurance to which the additional insuredin the Declarations and described in this has been added as an additional insured.Section.
When this insurance is excess, we will have no (3) Additional Insureds Other Insurance duty to defend the insured against any "suit" if If we cover a claim or "suit" under this any other insurer has a duty to defend the Coverage Part that may also be covered insured against that "suit". If no other insurer by other insurance available to an defends, we will undertake to do so, but we will additional insured, such additional be entitled to the insured's rights against all insured must submit such claim or "suit" those other insurers. to the other insurer for defense and When this insurance is excess over otherindemnity. insurance, we will pay only our share of the However, this provision does not apply amount of the loss, if any, that exceeds the sum to the extent that you have agreed in a of:
written contract or written agreement (1) The total amount that all such otherthat this insurance is primary and non- insurance would pay for the loss in thecontributory with the additional insured's absence of this insurance; andown insurance. (2) The total of all deductible and self-insured (4) Duties in The Event Of Accident, Claim, amounts under all that other insurance.Suit or Loss We will share the remaining loss, if any, by the If you have agreed in a written contract method described in Other Insurance 5.d.or written agreement that another
2. AUTOS RENTED BY EMPLOYEESperson or organization be added as an additional insured on your policy, the Any "auto" hired or rented by your "employee" additional insured shall be required to on your behalf and at your direction will be comply with the provisions in LOSS considered an "auto" you hire.
CONDITIONS 2. - DUTIES IN THE The OTHER INSURANCE Condition is amended EVENT OF ACCIDENT, CLAIM , SUIT by adding the following:
OR LOSS – OF SECTION IV –
BUSINESS AUTO CONDITIONS, in the
same manner as the Named Insured.
© 2011, The Hartford (Includes copyrighted material
Form HA 99 16 03 12 Page 2 of 5of ISO Properties, Inc., with its permission.)
DocuSign Envelope ID: 3226CCBE-022E-41D9-BE64-5F5D7F862251 5 PHYSICAL DAMAGE - ADDITIONALIf an "employee’s" personal insurance also .
TEMPORARY TRANSPORTATION EXPENSE applies on an excess basis to a covered "auto" COVERAGEhired or rented by your "employee" on your
behalf and at your direction, this insurance will Paragraph A.4.a. of SECTION III - PHYSICAL be primary to the "employee’s" personal DAMAGE COVERAGE is amended to provide a insurance. limit of $50 per day and a maximum limit of
3. AMENDED FELLOW EMPLOYEE EXCLUSION $1,000.
6. LOAN/LEASE GAP COVERAGEEXCLUSION 5. - FELLOW EMPLOYEE - of SECTION II - LIABILITY COVERAGE does not Under SECTION III - PHYSICAL DAMAGE apply if you have workers' compensation COVERAGE, in the event of a total "loss" to a insurance in-force covering all of your covered "auto", we will pay your additional legal "employees". obligation for any difference between the actual Coverage is excess over any other collectible cash value of the "auto" at the time of the "loss" insurance. and the "outstanding balance" of the loan/lease.
4. HIRED AUTO PHYSICAL DAMAGE COVERAGE "Outstanding balance" means the amount you owe on the loan/lease at the time of "loss" less If hired "autos" are covered "autos" for Liability any amounts representing taxes; overdueCoverage and if Comprehensive, Specified payments; penalties, interest or chargesCauses of Loss, or Collision coverages are resulting from overdue payments; additionalprovided under this Coverage Form for any mileage charges; excess wear and tear charges;"auto" you own, then the Physical Damage lease termination fees; security deposits not Coverages provided are extended to "autos" you returned by the lessor; costs for extendedhire or borrow, subject to the following limit. warranties, credit life Insurance, health, accidentThe most we will pay for "loss" to any hired or disability insurance purchased with the loan or "auto" is: lease; and carry-over balances from previous (1) $100,000; loans or leases.
(2) The actual cash value of the damaged or 7. AIRBAG COVERAGE stolen property at the time of the "loss"; or Under Paragraph B. EXCLUSIONS - of (3) The cost of repairing or replacing the SECTION III - PHYSICAL DAMAGE damaged or stolen property, COVERAGE, the following is added:
whichever is smallest, minus a deductible. The The exclusion relating to mechanical breakdown deductible will be equal to the largest deductible does not apply to the accidental discharge of an applicable to any owned "auto" for that airbag.
coverage. No deductible applies to "loss" caused 8. ELECTRONIC EQUIPMENT - BROADENEDby fire or lightning. Hired Auto Physical Damage COVERAGEcoverage is excess over any other collectible a. The exceptions to Paragraphs B.4 -insurance. Subject to the above limit, deductible EXCLUSIONS - of SECTION III - PHYSICAL and excess provisions, we will provide coverage DAMAGE COVERAGE are replaced by the equal to the broadest coverage applicable to any following:covered "auto" you own.
4.c. 4.d.Exclusions and do not apply to We will also cover loss of use of the hired "auto" equipment designed to be operated solelyif it results from an "accident", you are legally by use of the power from the "auto's"liable and the lessor incurs an actual financial electrical system that, at the time of "loss", loss, subject to a maximum of $1000 per is:"accident".
(1) Permanently installed in or upon This extension of coverage does not apply to the covered "auto";any "auto" you hire or borrow from any of your "employees", partners (if you are a partnership), (2) Removable from a housing unit members (if you are a limited liability company), which is permanently installed in or members of their households. or upon the covered "auto"; (3) An integral part of the same unit
housing any electronic
equipment described in
Paragraphs (1) and (2) above; or
© 2011, The Hartford (Includes copyrighted material
Form HA 99 16 03 12 Page 3 of 5of ISO Properties, Inc., with its permission.)
DocuSign Envelope ID: 3226CCBE-022E-41D9-BE64-5F5D7F862251 (4) Necessary for the normal If another Hartford Financial Services Group, operation of the covered "auto" or Inc. company policy or coverage form that is not the monitoring of the covered an automobile policy or coverage form applies to "auto's" operating system. the same "accident", the following applies:
b.Section III – Version CA 00 01 03 10 of the (1) If the deductible under this Business Auto Business Auto Coverage Form, Physical Coverage Form is the smaller (or smallest) Damage Coverage, Limit of Insurance, deductible, it will be waived; Paragraph C.2 and Version CA 00 01 10 01 of (2) If the deductible under this Business Auto the Business Auto Coverage Form, Physical Coverage Form is not the smaller (or Damage Coverage, Limit of Insurance, smallest) deductible, it will be reduced by Paragraph C are each amended to add the the amount of the smaller (or smallest) following: deductible.
$1,500 is the most we will pay for "loss" in 12. AMENDED DUTIES IN THE EVENT OF any one "accident" to all electronic ACCIDENT, CLAIM, SUIT OR LOSS equipment (other than equipment designed The requirement in LOSS CONDITIONS 2.a. -solely for the reproduction of sound, and DUTIES IN THE EVENT OF ACCIDENT,CLAIM,accessories used with such equipment) SUIT OR LOSS - of SECTION IV - BUSINESSthat reproduces, receives or transmits AUTO CONDITIONS that you must notify us of audio, visual or data signals which, at the an "accident" applies only when the "accident" istime of "loss", is: known to:
(1) Permanently installed in or upon (1) You, if you are an individual;the covered "auto" in a housing, (2) A partner, if you are a partnership;opening or other location that is not normally used by the "auto" (3) A member, if you are a limited liability manufacturer for the installation of company; or
such equipment; (4) An executive officer or insurance manager, if (2) Removable from a permanently you are a corporation. installed housing unit as described 13. UNINTENTIONAL FAILURE TO DISCLOSE in Paragraph 2.a. above or is an HAZARDSintegral part of that equipment; or If you unintentionally fail to disclose any hazards(3) An integral part of such equipment. existing at the inception date of your policy, we c. For each covered "auto", should loss be limited will not deny coverage under this Coverage to electronic equipment only, our obligation to Form because of such failure. pay for, repair, return or replace damaged or 14. HIRED AUTO - COVERAGE TERRITORYstolen electronic equipment will be reduced by Paragraph e. of GENERAL CONDITIONS 7. -the applicable deductible shown in the POLICY PERIOD, COVERAGE TERRITORY -Declarations, or $250, whichever deductible is of SECTION IV - BUSINESS AUTO less.
CONDITIONS is replaced by the following:9. EXTRA EXPENSE - BROADENED e. For short-term hired "autos", the coverageCOVERAGE
territory with respect to Liability Coverage isUnder Paragraph A. - COVERAGE - of SECTION anywhere in the world provided that if theIII - PHYSICAL DAMAGE COVERAGE, we will "insured's" responsibility to pay damages for pay for the expense of returning a stolen covered "bodily injury" or "property damage" is "auto" to you. determined in a "suit," the "suit" is brought in
10. GLASS REPAIR - WAIVER OF DEDUCTIBLE the United States of America, the territories and possessions of the United States ofUnder Paragraph D. - DEDUCTIBLE - of SECTION America, Puerto Rico or Canada or in a III - PHYSICAL DAMAGE COVERAGE, the settlement we agree to.following is added:
15. WAIVER OF SUBROGATIONNo deductible applies to glass damage if the glass is repaired rather than replaced. TRANSFER OF RIGHTS OF RECOVERY AGAINST OTHERS TO US - of SECTION IV -11. TWO OR MORE DEDUCTIBLES BUSINESS AUTO CONDITIONS is amended byUnder Paragraph D. - DEDUCTIBLE - of SECTION adding the following:III - PHYSICAL DAMAGE COVERAGE, the following is added:
© 2011, The Hartford (Includes copyrighted material
Form HA 99 16 03 12 Page 4 of 5of ISO Properties, Inc., with its permission.)
DocuSign Envelope ID: 3226CCBE-022E-41D9-BE64-5F5D7F862251 We waive any right of recovery we may have c.Regardless of the number of autos deemed a against any person or organization with whom total loss, the most we will pay under this you have a written contract that requires such Hybrid, Electric, or Natural Gas Vehicle waiver because of payments we make for Payment Coverage provision for any one damages under this Coverage Form. "loss" is $10,000.
16. RESULTANT MENTAL ANGUISH COVERAGE For the purposes of the coverage provision, The definition of "bodily injury" in SECTION V- a.A "non-hybrid" auto is defined as an auto that DEFINITIONS is replaced by the following: uses only an internal combustion engine to move the auto but does not include autos"Bodily injury" means bodily injury, sickness or powered solely by electricity or natural gas.disease sustained by any person, including mental anguish or death resulting from any of b.A "hybrid" auto is defined as an auto with an these. internal combustion engine and one or more
electric motors; and that uses the internal17. EXTENDED CANCELLATION CONDITION combustion engine and one or more electric Paragraph 2. of the COMMON POLICY motors to move the auto, or the internal CONDITIONS - CANCELLATION - applies combustion engine to charge one or more except as follows: electric motors, which move the auto.
If we cancel for any reason other than 19. VEHICLE WRAP COVERAGEnonpayment of premium, we will mail or deliver In the event of a total loss to an "auto" for whichto the first Named Insured written notice of Comprehensive, Specified Causes of Loss, orcancellation at least 60 days before the effective Collision coverages are provided under thisdate of cancellation.
Coverage Form, then such Physical Damage18. HYBRID, ELECTRIC, OR NATURAL GAS Coverages are amended to add the following:VEHICLE PAYMENT COVERAGE In addition to the actual cash value of the "auto", In the event of a total loss to a "non-hybrid" auto we will pay up to $1,000 for vinyl vehicle wraps for which Comprehensive, Specified Causes of which are displayed on the covered "auto" at theLoss, or Collision coverages are provided under time of total loss. Regardless of the number ofthis Coverage Form, then such Physical autos deemed a total loss, the most we will pay Damage Coverages are amended as follows: under this Vehicle Wrap Coverage provision for a.If the auto is replaced with a "hybrid" auto or any one "loss" is $5,000. For purposes of this an auto powered solely by electricity or natural coverage provision, signs or other graphics gas, we will pay an additional 10%, to a painted or magnetically affixed to the vehicle are maximum of $2,500, of the "non-hybrid" auto’s not considered vehicle wraps. actual cash value or replacement cost,
whichever is less,
b.The auto must be replaced and a copy of a bill
of sale or new lease agreement received by us
within 60 calendar days of the date of "loss,"
© 2011, The Hartford (Includes copyrighted material
Form HA 99 16 03 12 Page 5 of 5of ISO Properties, Inc., with its permission.)
DocuSign Envelope ID: 3226CCBE-022E-41D9-BE64-5F5D7F862251 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY.
Countersigned by
Authorized Representative
(1) Printed in U.S.A.Form WC 04 03 06
Policy Expiration Date:
WAIVER OF OUR RIGHT TO RECOVER FROM
OTHERS ENDORSEMENT - CALIFORNIA
Endorsement Number:Policy Number:
Effective Date: Effective hour is the same as stated on the Information Page of the policy.
Named Insured and Address:
We have the right to recover our payments from anyone liable for an injury covered by this policy. We will not enforce our right against the person or organization named in the Schedule. (This agreement applies only to the extent that you perform work under a written contract that requires you to obtain this agreement from us.) You must maintain payroll records accurately segregating the remuneration of your employees while engaged in the work described in the Schedule.
The additional premium for this endorsement shall be 2 % of the California workers' compensation premium otherwise due on such remuneration.
SCHEDULE
Person or Organization Job Description
Any person or organization from whom you are required by written contract or agreement to obtain this waiver of rights from us
:(*$/%=)
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DocuSign Envelope ID: 3226CCBE-022E-41D9-BE64-5F5D7F862251
QUICK REFERENCE
BUSINESS LIABILITY COVERAGE FORM
READ YOUR POLICY CAREFULLY
BUSINESS LIABILITY COVERAGE FORM Beginning on Page
A. COVERAGES 1
1Business Liability
2Medical Expenses
2Coverage Extension - Supplementary Payments
B. EXCLUSIONS 3
C. WHO IS AN INSURED 10
D. LIABILITY AND MEDICAL EXPENSES
LIMITS OF INSURANCE 14
E. LIABILITY AND MEDICAL EXPENSES GENERAL CONDITIONS 15
1. 15Bankruptcy
2. 15Duties In The Event Of Occurrence, Offense, Claim Or Suit
3. 16Financial Responsibility Laws
4. 16Legal Action Against Us
5. 16Separation Of Insureds
6. 16Representations
7. 16Other Insurance
8. 17Transfer Of Rights Of Recovery Against Others To Us F. OPTIONAL ADDITIONAL INSURED COVERAGES 18
18Additional Insureds
G. LIABILITY AND MEDICAL EXPENSES DEFINITIONS 20
Form SS 00 08 04 05
6%:%2
DocuSign Envelope ID: 3226CCBE-022E-41D9-BE64-5F5D7F862251
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 INJURY, 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
becomes 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 giveapplies. We will have the right and duty to o rr e c e i v en o t i c eo fa n" o c c u r r e n c e "defend the insured against any "suit" or claim, knew that the "bodily injury"seeking 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"injury", "property damage" or "personal and knew, prior to the policy period, thatadvertising 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: d a m a g e "d u r i n go ra f t e rt h ep o l i c y 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 deemed to have been known to havethis insurance applies. occurred at the earliest time when anyNo other obligation or liability to pay sums or
1.insured listed under Paragraph of Sectionperform acts or services is covered unless C. – Who Is An Insured or any "employee"explicitly provided for under Coverage authorized by you to give or receive noticeExtension - Supplementary Payments. of an "occurrence" or claim:b. This insurance applies:
(1) Reports all, or any part, of the "bodily (1) To "bodily injury" and "property injury" or "property damage" to us or damage" only if: any other insurer; Form SS 00 08 04 05 Page 1 of 24
© 2005, The Hartford
DocuSign Envelope ID: 3226CCBE-022E-41D9-BE64-5F5D7F862251
BUSINESS LIABILITY COVERAGE FORM
(2) b.Receives a written or verbal demand or We will make these payments regardless of claim for damages because of the "bodily fault. These payments will not exceed the injury" or "property damage"; or applicable limit of insurance. We will pay reasonable expenses for:(3) Becomes aware by any other means that (1)"bodily injury" or "property damage" has First aid administered at the time of an occurred or has begun to occur. accident;
d. (2)Damages because of "bodily injury" include Necessary medical, surgical, x-ray and damages claimed by any person or dental services, including prosthetic organization for care, loss of services or devices; and death resulting at any time from the "bodily (3) Necessary ambulance, hospital, injury". professional nursing and funeral
e. Incidental Medical Malpractice services.
(1) "Bodily injury" arising out of the 3. COVERAGE EXTENSION - rendering of or failure to render SUPPLEMENTARY PAYMENTS professional health care services as a a. We will pay, with respect to any claim or physician, dentist, nurse, emergency "suit" we investigate or settle, or any "suit" medical technician or paramedic shall against an insured we defend:be deemed to be caused by an (1) All expenses we incur."occurrence", but only if:
(2) Up to $1,000 for the cost of bail bonds (a) The physician, dentist, nurse, required because of accidents or traffic emergency medical technician or law violations arising out of the use of paramedic is employed by you to any vehicle to which Business Liability provide such services; and Coverage for "bodily injury" applies. We (b) You are not engaged in the do not have to furnish these bonds.business or occupation of providing (3) The cost of appeal bonds or bonds to such services. release attachments, but only for bond (2) For the purpose of determining the amounts within the applicable limit of limits of insurance for incidental medical insurance. We do not have to furnish malpractice, any act or omission these bonds.together with all related acts or (4) All reasonable expenses incurred by the omissions in the furnishing of these insured at our request to assist us in the services to any one person will be investigation or defense of the claim or considered one "occurrence". "suit", including actual loss of earnings 2. MEDICAL EXPENSES up to $500 a day because of time off Insuring Agreement from work.
a. We will pay medical expenses as described (5) All costs taxed against the insured in below for "bodily injury" caused by an the "suit".
accident: (6) Prejudgment interest awarded against
(1) On premises you own or rent; the insured on that part of the judgment we pay. If we make an offer to pay the (2) On ways next to premises you own or applicable limit of insurance, we will not rent; or
pay any prejudgment interest based on (3) Because of your operations; that period of time after the offer. provided that: (7) All interest on the full amount of any (1) The accident takes place in the judgment that accrues after entry of the "coverage territory" and during the judgment and before we have paid, policy period; offered to pay, or deposited in court the part of the judgment that is within the (2) The expenses are incurred and reported applicable limit of insurance.to us within three years of the date of the accident; and (1) (7)Any amounts paid under through above will not reduce the limits of insurance.(3) The injured person submits to examination, at our expense, by
physicians of our choice as often as we
reasonably require.
DocuSign Envelope ID: 3226CCBE-022E-41D9-BE64-5F5D7F862251
BUSINESS LIABILITY COVERAGE FORM
b. If we defend an insured against a "suit" So long as the above conditions are met, and an indemnitee of the insured is also attorneys' fees incurred by us in the named as a party to the "suit", we will defense of that indemnitee, necessary defend that indemnitee if all of the litigation expenses incurred by us and following conditions are met: necessary litigation expenses incurred by the indemnitee at our request will be(1) The "suit" against the indemnitee paid as Supplementary Payments.seeks damages for which the insured has assumed the liability of the Notwithstanding the provisions of
1.b.(b) B.indemnitee in a contract or agreement Paragraph of Section – that is an "insured contract"; Exclusions, such payments will not be deemed to be damages for "bodily (2) This insurance applies to such liability injury" and "property damage" and will assumed by the insured; not reduce the Limits of Insurance.(3) The obligation to defend, or the cost of Our obligation to defend an insured's the defense of, that indemnitee, has indemnitee and to pay for attorneys' fees also been assumed by the insured in and necessary litigation expenses as the same "insured contract"; Supplementary Payments ends when:(4) The allegations in the "suit" and the (1) We have used up the applicable limit information we know about the of insurance in the payment of "occurrence" are such that no conflict judgments or settlements; orappears to exist between the interests (2)of the insured and the interest of the The conditions set forth above, or the indemnitee; terms of the agreement described in
(6)Paragraph above, are no longer met.(5) The indemnitee and the insured ask us to conduct and control the defense
B. EXCLUSIONS
of that indemnitee against such "suit" 1. Applicable To Business Liability Coverageand agree that we can assign the This insurance does not apply to:same counsel to defend the insured and the indemnitee; and a. Expected Or Intended Injury
(6) The indemnitee: (1) "Bodily injury" or "property damage" expected or intended from the (a) Agrees in writing to:
standpoint of the insured. This (i) Cooperate with us in the exclusion does not apply to "bodily investigation, settlement or injury" or "property damage" resulting defense of the "suit"; from the use of reasonable force to (ii) Immediately send us copies of protect persons or property; or any demands, notices, (2) "Personal and advertising injury" arisingsummonses or legal papers out of an offense committed by, at thereceived in connection with direction of or with the consent orthe "suit"; acquiescence of the insured with the (iii) Notify any other insurer whose expectation of inflicting "personal and coverage is available to the advertising injury".
indemnitee; and b. Contractual Liability
(iv) Cooperate with us with (1) "Bodily injury" or "property damage"; orrespect to coordinating other (2) "Personal and advertising injury"applicable insurance available to the indemnitee; and for which the insured is obligated to pay damages by reason of the assumption of(b) Provides us with written liability in a contract or agreement.authorization to:
This exclusion does not apply to liability (i) Obtain records and other for damages because of:information related to the
"suit"; and (a) "Bodily injury", "property damage" or
"personal and advertising injury" that(ii) Conduct and control the t h ei n s u r e dw o u l dh a v ei nt h edefense of the indemnitee in absence of the contract orsuch "suit".
agreement; or
Form SS 00 08 04 05 Page 3 of 24
DocuSign Envelope ID: 3226CCBE-022E-41D9-BE64-5F5D7F862251
BUSINESS LIABILITY COVERAGE FORM
(b) (b)"Bodily injury" or "property damage" Performing duties related to the assumed in a contract or agreement conduct of the insured’s business, or that is an "insured contract", (2) The spouse, child, parent, brother or provided the "bodily injury" or sister of that "employee" as a "property damage" occurs (1)consequence of above.
subsequent to the execution of the This exclusion applies:contract or agreement. Solely for (1) Whether the insured may be liable as the purpose of liability assumed in an employer or in any other capacity; an "insured contract", reasonable andattorneys' fees and necessary
litigation expenses incurred by or for (2) To any obligation to share damages a party other than an insured are with or repay someone else who must deemed to be damages because of pay damages because of the injury. "bodily injury" or "property damage" This exclusion does not apply to liability provided: assumed by the insured under an "insured (i) Liability to such party for, or for contract".
the cost of, that party’s defense f. Pollution
has also been assumed in the (1) "Bodily injury", "property damage" or same "insured contract", and "personal and advertising injury" (ii) Such attorneys' fees and arising out of the actual, alleged or litigation expenses are for threatened discharge, dispersal, defense of that party against a seepage, migration, release or escape civil or alternative dispute of "pollutants":resolution proceeding in which (a) At or from any premises, site or damages to which this location which is or was at anyinsurance applies are alleged. time owned or occupied by, or c. Liquor Liability rented or loaned to any insured. "Bodily injury" or "property damage" for However, this subparagraph does which any insured may be held liable by not apply to:
reason of: (i) "Bodily injury" if sustained within
(1) Causing or contributing to the a building and caused by intoxication of any person; smoke, fumes, vapor or soot produced by or originating from(2) The furnishing of alcoholic beverages to equipment that is used to heat,a person under the legal drinking age or cool or dehumidify the building,under the influence of alcohol; or or equipment that is used to(3) Any statute, ordinance or regulation heat water for personal use, byrelating to the sale, gift, distribution or the building's occupants or theiruse of alcoholic beverages. guests; This exclusion applies only if you are in the (ii) "Bodily injury" or "propertybusiness of manufacturing, distributing, damage" for which you may beselling, serving or furnishing alcoholic held liable, if you are abeverages. contractor and the owner or d. Workers' Compensation And Similar lessee of such premises, site or Laws location has been added to your
Any obligation of the insured under a
policy as an additional insured
workers' compensation, disability benefits with respect to your ongoing or unemployment compensation law or operations performed for that any similar law. additional insured at that
premises, site or location ande. Employer’s Liability
such premises, site or location"Bodily injury" to:
is not and never was owned or(1) An "employee" of the insured arising occupied by, or rented orout of and in the course of: loaned to, any insured, other (a) Employment by the insured; or than that additional insured; or
DocuSign Envelope ID: 3226CCBE-022E-41D9-BE64-5F5D7F862251
BUSINESS LIABILITY COVERAGE FORM
(iii) "Bodily injury" or "property released as part of the damage" arising out of heat, operations being performed smoke or fumes from a by such insured, contractor or
"hostile fire"; subcontractor;
(b) (ii)At or from any premises, site or "Bodily injury" or "property location which is or was at any damage" sustained within a time used by or for any insured or building and caused by the others for the handling, storage, release of gases, fumes or disposal, processing or treatment vapors from materials brought of waste; into that building in connection
with operations being performed(c) Which are or were at any time by you or on your behalf by atransported, handled, stored, contractor or subcontractor; ortreated, disposed of, or processed (iii)as waste by or for: "Bodily injury" or "property
damage" arising out of heat, (i) Any insured; or
smoke or fumes from a (ii) Any person or organization for "hostile fire"; orwhom you may be legally (e) At or from any premises, site orresponsible;
location on which any insured or any(d) At or from any premises, site or contractors or subcontractorslocation on which any insured or working directly or indirectly on anyany contractors or subcontractors insured’s behalf are performingworking directly or indirectly on operations if the operations are toany insured's behalf are test for, monitor, clean up, remove,performing operations if the contain, treat, detoxify or neutralize,"pollutants" are brought on or to or in any way respond to, or assessthe premises, site or location in the effects of, "pollutants".connection with such operations (2) Any loss, cost or expense arising out by such insured, contractor or of any:subcontractor. However, this
(a)subparagraph does not apply to: Request, demand, order or statutory or regulatory requirement that any(i) "Bodily injury" or "property insured or others test for, monitor,damage" arising out of the clean up, remove, contain, treat,escape of fuels, lubricants or detoxify or neutralize, or in any wayother operating fluids which are respond to, or assess the effects of,needed to perform the normal "pollutants"; orelectrical, hydraulic or
(b)mechanical functions Claim or suit by or on behalf of a necessary for the operation of governmental authority for "mobile equipment" or its parts, damages because of testing for, if such fuels, lubricants or other monitoring, cleaning up, removing, operating fluids escape from a containing, treating, detoxifying or vehicle part designed to hold, neutralizing, or in any way store or receive them. This responding to, or assessing the exception does not apply if the effects of, "pollutants". "bodily injury" or "property However, this paragraph does not damage" arises out of the apply to liability for damages because intentional discharge, dispersal of "property damage" that the insured or release of the fuels, would have in the absence of such lubricants or other operating request, demand, order or statutory or f l u i d s ,o ri fs u c hf u e l s , regulatory requirement, or such claim lubricants or other operating or "suit" by or on behalf of a fluids are brought on or to the governmental authority. premises, site or location with
the intent that they be
discharged, dispersed or
Form SS 00 08 04 05 Page 5 of 24
DocuSign Envelope ID: 3226CCBE-022E-41D9-BE64-5F5D7F862251
BUSINESS LIABILITY COVERAGE FORM
g. Aircraft, Auto Or Watercraft (2) The use of "mobile equipment" in, or while in practice or preparation for, a"Bodily injury" or "property damage" arising prearranged racing, speed or out of the ownership, maintenance, use or demolition contest or in any stunting entrustment to others of any aircraft, "auto" activity.or watercraft owned or operated by or rented
i. Waror loaned to any insured. Use includes
operation and "loading or unloading". "Bodily injury", "property damage" or This exclusion applies even if the claims "personal and advertising injury", however against any insured allege negligence or caused, arising, directly or indirectly, out of:
other wrongdoing in the supervision, hiring, (1) War, including undeclared or civil war;employment, training or monitoring of others (2) Warlike action by a military force, by that insured, if the "occurrence" which including action in hindering or caused the "bodily injury" or "property defending against an actual ordamage" involved the ownership, expected attack, by any government, maintenance, use or entrustment to others of sovereign or other authority usingany aircraft, "auto" or watercraft that is military personnel or other agents; orowned or operated by or rented or loaned to (3) Insurrection, rebellion, revolution, any insured.
usurped power, or action taken by This exclusion does not apply to: governmental authority in hindering or (1) A watercraft while ashore on premises defending against any of these.you own or rent; j. Professional Services(2) A watercraft you do not own that is: "Bodily injury", "property damage" or (a) Less than 51 feet long; and "personal and advertising injury" arising out of the rendering of or failure to render (b) Not being used to carry persons any professional service. This includes for a charge;
but is not limited to:(3) Parking an "auto" on, or on the ways (1) Legal, accounting or advertisingnext to, premises you own or rent, services;provided the "auto" is not owned by or
rented or loaned to you or the insured; (2) Preparing, approving, or failing to prepare or approve maps, shop(4) Liability assumed under any "insured drawings, opinions, reports, surveys,contract" for the ownership, field orders, change orders, designs ormaintenance or use of aircraft or drawings and specifications;watercraft;
(3) Supervisory, inspection, architectural (5) "Bodily injury" or "property damage" or engineering activities;arising out of the operation of any of f.(2)the equipment listed in Paragraph (4) Medical, surgical, dental, x-ray or f.(3)or of the definition of "mobile nursing services treatment, advice or equipment"; or instruction;
(6) An aircraft that is not owned by any (5) Any health or therapeutic service insured and is hired, chartered or loaned treatment, advice or instruction; with a paid crew. However, this (6) Any service, treatment, advice or exception does not apply if the insured instruction for the purpose of has any other insurance for such "bodily appearance or skin enhancement, hair injury" or "property damage", whether removal or replacement or personal the other insurance is primary, excess, grooming;contingent or on any other basis. (7) Optical or hearing aid services h. Mobile Equipment including the prescribing, preparation, "Bodily injury" or "property damage" fitting, demonstration or distribution of arising out of: ophthalmic lenses and similar
products or hearing aid devices;(1) The transportation of "mobile equipment" by an "auto" owned or operated by or
rented or loaned to any insured; or