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13-052 Hatch Mott MacDonald, LLC Agreement (HMM) for Consultant Services for De Anza/Rodrigues Operations Analysis AGREEMENT BETWEEN THE CITY OF CUPERTINO AND Hatch Mott MacDonald, LLC (HMM) FOR CONSULTANT SERVICES FOR DeAnza/Rodrigues Operations Analysis THIS AGREEMENT, for reference dated March 22, 2013 is by and between CITY OF CUPERTINO, a municipal corporation (hereinafter referred to as "City"), and HMM , a corporation (California corporation, partnership, sole proprietor,individual) whose address is 181 Metro Drive, Suite 510, San Jose, CA, 95110 (hereinafter referred to as "Consultant"), and is made with reference to the following: RECITALS: A. City is a municipal corporation duly organized and validly existing under the laws of the State of California with the power to carry on its business as it is now being conducted under the Constitution and the statutes of the State of California and the Cupertino Municipal Code. B. Consultant is specially trained,experienced and competent to perform the special services which will be required by this Agreement; and C. Consultant possesses the skill,experience,ability,background, certification and knowledge to provide the services described in this Agreement on the terms and conditions described herein. D. City and Consultant desire to enter into an agreement for upon the terms and conditions herein. NOW,THEREFORE, it is mutually agreed by and between the undersigned parties as follows: 1. TERM: The term of this Agreement shall commence on the date this agreement is executed and shall terminate on August 2013 ,unless terminated earlier as set forth herein. 2. SERVICES TO BE PERFORMED: Consultant shall perform each and.every service set forth in Exhibit"A". titled"Scope of Services"which is attached hereto and incorporated herein by this reference. Page 1 of 12 Agreement 3. SCHEDULE OF PERFOMRANCE: The Services of Consultant are to be completed according to the schedule set out in Exhibit C, titled "Schedule of Performance ", which is attached hereto and incorporated herein by this reference. 4. COMPENSATION TO CONSULTANT: The maximum compensation to be paid to Consultant under this agreement shall not exceed Nine thousand, one hundred Dollars ($9,100). The rate of payment is set out in Exhibit B, titled "Compensation", which is attached hereto and incorporated herein. Consultant shall furnish to City a detailed statement of the work performed for compensation during the term of this Agreement. Consultant may submit monthly invoices for interim progress payments during the course of each phase, dearly stating as a minimum the total Contract amount, amount paid to date, percent complete and amount due. 5. TIME IS OF THE ESSENCE: Consultant and City agree that time is of the essence regarding the performance of this Agreement. 6. STANDARD OF CARE: Consultant agrees to perform all services hereunder in a manner commensurate with the prevailing standards of like professionals in the San Francisco Bay Area and agrees that all services shall be performed by qualified and experienced personnel who are not employed by the City nor have any contractual relationship with City. 7. INDEPENDENT PARTIES: City and Consultant intend that the relationship between them created by this Agreement is that of employer-independent contractor. The manner and means of conducting the work are under the control of Consultant,except to the extent they are limited by statute, rule or regulation and the express terms of this Agreement. No civil service status or other right of employment will be acquired by virtue of Consultant's services. None of the benefits provided by City to its employees, including but not limited to, unemployment insurance, workers' compensation plans, vacation and sick leave are available from City to Consultant, its employees or agents. Deductions shall not be made for any state or federal taxes,FICA payments, PERS payments,or other purposes normally associated with an employer-employee relationship from any fees due Consultant. Payments of the above items,if required, are the responsibility of Consultant. Page 2 of 12 Agreement 8. IMMIGRATION REFORM AND CONTROL ACT (IRCA): Consultant assumes any and all responsibility for verifying the identity and employment authorization of all of his/her employees performing work hereunder, pursuant to all applicable IRCA or other federal, or state rules and regulations. Consultant shall indemnify and hold City harmless from and against any loss, damage, liability, costs or expenses arising from any noncompliance of this provision by Consultant. 9. NON-DISCRIMINATION: Consistent with City's policy that harassment and discrimination are unacceptable employer/employee conduct, Consultant agrees that harassment or discrimination directed toward a job applicant, a City employee, or a citizen by Consultant or Consultant's employee or subcontractor on the basis of race, religious creed, color, national origin, ancestry, handicap, disability, marital status, pregnancy, sex, age, or sexual orientation will not be tolerated. Consultant agrees that any and all violations of this provision shall constitute a material breach of this Agreement. 10. PROJECT COORDINATION CITY: Director of Public Works shall be representative of City for all purposes under this Agreement. Erwin Ching , is hereby designated as the Director of Public Works' designee and Project Manager, and shall supervise the progress and execution of this Agreement. CONSULTANT: Consultant shall assign a single Consultant Project Manager to have overall responsibility for the progress and execution of this Agreement for Consultant. Should circumstances or conditions subsequent to the execution of the Agreement require a substitute Consultant Project Manager for any reason, the Consultant Project Manager designee shall be subject to the prior written acceptance and approval of the City Project Manager. The designated Consultant Project Manager shall be Jason Nesdahl 11. HOLD HARMLESS: Indemnification: A. Claims for Professional Liability. Where the law establishes a standard of care for Consultant's professional services, and to the extent the Consultant breaches or fails to meet such established standard of care, or is alleged to have breached or failed to meet such standard of care, Consultant shall, to the fullest extent allowed by law, with respect to all Page 3 of 12 Agreement services performed in connection with the Agreement, indemnify, defend, and hold harmless the City and its officers, officials, agents, employees and volunteers from and against any and all liability, claims, actions, causes of action or demands whatsoever against any of them, including any injury to or death of any person or damage to property or other liability of any nature, that arise out of, pertain to, or relate to the negligence, recklessness, or willful misconduct of Consultant or Consultant's employees, officers, officials, agents or independent contractors. Such costs and expenses shall include reasonable attorneys' fees of counsel of City's choice, expert fees and all other costs and fees of litigation. Consultant shall not be obligated under this Agreement to indemnify City to the extent that the damage is caused by the sole or active negligence or willful misconduct of City, its agents or employees. B. Claims for Other Liability. Consultant shall, to the fullest extent allowed by law, with respect to all services performed in connection with the Agreement, indemnify, defend, and hold harmless the City and its officers, officials, agents, employees and volunteers against any and all liability, claims, actions, causes of action or demands whatsoever from and against any of them, including any injury to or death of any person or damage to property or other liability of any nature, that arise out of, pertain to, or relate to the negligence, recklessness, or willful misconduct of Consultant or Consultant's employees, officers, officials, agents or independent contractors. Such costs and expenses shall include reasonable attorneys' fees of counsel of City's choice, expert fees and all other costs and fees of litigation. Consultant shall not be obligated under this Agreement to indemnify City to the extent that the damage is caused by the sole or active negligence or willful misconduct of City, its agents or employees. C. Claims involving intellectual property. In addition to the obligations set forth in (A) and (B) above, Consultant shall indemnify, defend, and hold the City, its elected and appointed officers, employees, and volunteers, harmless from and against any Claim in which a violation of intellectual property rights, including but not limited to copyright or patent rights, is alleged that arises out of, pertains to, or relates to Consultant's negligence, recklessness or willful misconduct under this Agreement. Such costs and expenses shall include reasonable attorneys' fees of counsel of City's choice, expert fees and all other costs and fees of litigation. Page 4 of 12 Agreement 12. INSURANCE: On or before the commencement of the term of this Agreement, Consultant shall furnish City with certificates showing the type, amount, class of operations covered, effective dates and dates of expiration of insurance coverage in compliance with paragraphs 12A, B, C, D and E. Such certificates, which do not limit Consultant's indemnification, shall also contain substantially the following statement: "Should any of the above insurance covered by this certificate be canceled or coverage reduced before the expiration date thereof, the insurer affording coverage shall provide thirty (30) days' advance written notice to the City of Cupertino by certified mail, Attention: City Manager." It is agreed that Consultant shall maintain in force at all times during the performance of this Agreement all appropriate coverage of insurance required by this Agreement with an insurance company that is acceptable to City and licensed to do insurance business in the State of California. Endorsements naming the City as additional insured shall be submitted with the insurance certificates. A. COVERAGE: Consultant shall maintain the following insurance coverage: (1) Workers' Compensation: Statutory coverage as required by the State of California. (2) Liability: Commercial general liability coverage in the following minimum limits: Bodily Injury: $500,000 each occurrence $1,000,000 aggregate- all other Property Damage: $100,000 each occurrence $250,000 aggregate If submitted, combined single limit policy with aggregate limits in the amounts of$1,000,000 will be considered equivalent to the required minimum limits shown above. (3) Automotive: Comprehensive automotive liability coverage in the following minimum limits: Bodily Injury: $500,000 each occurrence Property Damage: $100,000 each occurrence or Combined Single Limit: $500,000 each occurrence (4) Professional Liability: Page 5 of 12 Agreement Professional liability insurance which includes coverage for the professional acts, errors and omissions of Consultant in the amount of at least$1,000,000. B. SUBROGATION WAIVER: Consultant agrees that in the event of loss due to any of the perils for which he/she has agreed to provide comprehensive general and automotive liability insurance, Consultant shall look solely to his/her insurance for recovery. Consultant hereby grants to City, on behalf of any insurer providing comprehensive general and automotive liability insurance to either Consultant or City with respect to the services of Consultant herein, a waiver of any right to subrogation which any such insurer of said Consultant may acquire against City by virtue of the payment of any loss under such insurance. C. FAILURE TO SECURE: If Consultant at any time during the term hereof should fail to secure or maintain the foregoing insurance, City shall be permitted to obtain such insurance in the Consultant's name or as an agent of the Consultant and shall be compensated by the Consultant for the costs of the insurance premiums at the maximum rate permitted by law and computed from the date written notice is received that the premiums have not been paid. D. ADDITIONAL INSURED: City, its City Council, boards and commissions, officers, employees and volunteers shall be named as an additional insured under all insurance coverages, except any professional liability insurance, required by this Agreement. The naming of an additional insured shall not affect any recovery to which such additional insured would be entitled under this policy if not named as such additional insured. An additional insured named herein shall not be held liable for any premium, deductible portion of any loss, or expense of any nature on this policy or any extension thereof. Any other insurance held by an additional insured shall not be required to contribute anything toward any loss or expense covered by the insurance provided by this policy. E. SUFFICIENCY OF INSURANCE: The insurance limits required by City are not represented as being sufficient to protect Consultant. Consultant is advised to confer with Consultant's insurance broker to determine adequate coverage for Consultant. 13. CONFLICT OF INTEREST: Consultant warrants that it is not a conflict of interest for Consultant to perform the services required by this Agreement. Consultant may be required to fill out a conflict of interest form if the services provided under this Agreement require Consultant to make certain governmental decisions or serve in a staff capacity as defined in Title 2, Division 6, Section 18700 of the California Code of Page 6 of 12 Agreement Regulations. 14. PROHIBITION AGAINST TRANSFERS: Consultant shall not assign, sublease, hypothecate, or transfer this Agreement, or any interest therein, directly or indirectly,by operation of law or otherwise, without prior written consent of City. Any attempt to do so without said consent shall be null and void, and any assignee, sublessee, hypothecate or transferee shall acquire no right or interest by reason of such attempted assignment, hypothecation or transfer. However, claims for money by Consultant from City under this Agreement may be assigned to a bank, trust company or other financial institution without prior written consent. Written notice of such assignment shall be prompi:ly furnished to City by Consultant. The sale, assignment, transfer or other disposition of any of the issued and outstanding capital stock of Consultant, or of the interest of any general partner or joint venturer or syndicate member or cotenant, if Consultant is a partnership or joint venture or syndicate or cotenancy; which shall result in changing the control of Consultant, shall be construed as an assignment of this Agreement. Control means fifty percent (50%) or more of the voting power of the corporation. 15. SUBCONTRACTOR APPROVAL: Unless prior written consent from City is obtained, only those people and subcontractors whose names are included in this Agreement shall be used in the performance of this Agreement. In the event that Consultant employs subcontractors, such subcontractors shall be required to furnish proof of workers' compensation insurance and shall also be required to carry general, automobile and professional liability insurance in reasonable conformity to the insurance carried by Consultant. In addition, any work or services subcontracted hereunder shall be subject to each provision of this Agreement. 16. PERMITS AND LICENSES: Consultant, at his/her sole expense, shall obtain and maintain during the term of this Agreement, all appropriate permits, certificates and licenses including,but not limited to, a City Business License, that may be required in connection with the performance of services hereunder. 17. REPORTS: A. Each and every report, draft, work product, map, record and other document, hereinafter collectively referred to as "Report", reproduced, prepared or caused to be prepared by Consultant pursuant to or in connection with this Agreement, shall be the exclusive property of City. Consultant shall not Page 7 of 12 Agreement copyright any Report required by this Agreement and shall execute appropriate documents to assign to City the copyright to Reports created pursuant to this Agreement. Any Report, information and data acquired or required by this Agreement shall become the property of City, and all publication rights are reserved to City. Consultant may retain a copy of any report furnished to the City pursuant to this Agreement. B. All Reports prepared by Consultant may be used by City in execution or implementation of: (1) The original Project for which Consultant was hired; (2) Completion of the original Project by others; (3) Subsequent additions to the original project; and/or (4) Other City projects as appropriate. C. Consultant shall, at such time and in such form as City may require, furnish reports concerning the status of services required under this Agreement. D. All Reports required to be provided by this Agreement shall be printed on recycled paper. All Reports shall be copied on both sides of the paper except for one original, which shall be single sided. E. No Report, information or other data given to or prepared or assembled by Consultant pursuant to this Agreement shall be made available to any individual or organization by Consultant without prior approval by City. F. Electronic and hard copies of Consultant's work product shall constitute the Project deliverables. Plans to be in CAD and PDF formats, and other documents to be in Microsoft Word and PDF formats. City holds Consultant harmless for any modifications to the documents. 18. RECORDS: Consultant shall maintain complete and accurate records with respect to sales, costs, expenses, receipts and other such information required by City that relate to the performance of services under this Agreement. Consultant shall maintain adequate records of services provided in sufficient detail to permit an evaluation of services. All such records shall be maintained in accordance with generally accepted accounting principles and shall be clearly identified and readily accessible. Consultant shall provide free access to such books and records to the representatives of City or its designees at all proper times, and gives City the right to examine and audit same, and to make transcripts there from as necessary, and to allow inspection of all work, data, documents, proceedings and activities related to this Agreement. Such records, together with supporting documents, shall be kept separate from other documents and records and shall be maintained for a period of three (3)years after receipt of final payment. If supplemental examination or audit of the records is necessary due to Page 8 of 12 Agreement concerns raised by City's preliminary examination or audit of records, and the City's supplemental examination or audit of the records discloses a failure to adhere to appropriate internal financial controls, or other breach of contract or failure to act in good faith, then Consultant shall reimburse City for all reasonable costs and expenses associated with the supplemental examination or audit. 19. NOTICES: All notices, demands, requests or approvals to be given under this Agreement shall be given in writing and conclusively shall be deemed served when delivered personally or on the second business day after the deposit thereof in the United States Mail, postage prepaid, registered or certified, addressed as hereinafter provided. All notices, demands, requests, or approvals from Consultant to City shall be addressed to City at: City of Cupertino 10300 Torre Ave. Cupertino CA 95014 Attention: Erwin Ching All notices, demands, requests, or approvals from City to Consultant shall be addressed to Consultant at: Hatch Mott MacDonald 181 Metro Drive, Suite 510 _ San Jose, CA, 95110 20. TERMINATION: In the event Consultant fails or refuses to perform any of the provisions hereof at the time and in the manner required hereunder, Consultant shall be deemed in default in the performance of this Agreement. If such default is not cured within the time specified after receipt by Consultant from City of written notice of default, specifying the nature of such default and the steps necessary to cure such default, City may terminate the Agreement forthwith by giving to the Consultant written notice thereof. City shall have the option, at its sole discretion and without cause, of terminating this Agreement by giving seven (7) days' prior written notice to Consultant as provided herein. Upon termination of this Agreement, each party shall pay to the other party that portion of compensation specified in this Agreement that is earned and unpaid prior to the effective date of termination. Page 9 of 12 Agreement In the event of termination, Consultant shall deliver to City, copies of all reports, documents, and other work performed by Consultant under this Agreement. 21. COMPLIANCES: Consultant shall comply with all state or federal laws and all ordinances, rules and regulations enacted or issued by City. 22. CONFLICT OF LAW: This Agreement shall be interpreted under, and enforced by the laws of the State of California excepting any choice of law rules which may direct the application of laws of another jurisdiction. The Agreement and obligations of the parties are subject to all valid laws, orders, rules, and regulations of the authorities having jurisdiction over this Agreement (or the successors of those authorities.) Any suits brought pursuant to this Agreement shall be filed with the courts of the County of Santa Clara, State of California. 23. ADVERTISEMENT: Consultant shall not post, exhibit, display or allow to be posted, exhibited, displayed any signs, advertising, show bills, lithographs, posters or cards of any kind pertaining to the services performed under this Agreement unless prior written approval has been secured from City to do otherwise. 24. WAIVER: A waiver by City of any breach of any term, covenant, or condition contained herein shall not be deemed to be a waiver of any subsequent breach of the same or any other term, covenant, or condition contained herein, whether of the same or a different character. 22. INTEGRATED CONTRACT: This Agreement represents the full and complete understanding of every kind or nature whatsoever between the parties hereto, and all preliminary negotiations and agreements of whatsoever kind or nature are merged herein. No verbal agreement or implied covenant shall be held to vary the provisions hereof. Any modification of this Agreement will be effective only by written execution signed by both City and Consultant. Page 10 of 12 Agreement 25. GIFTS: A. Consultant is familiar with City's prohibition against the acceptance of any gift by a City officer or designated employee, which prohibition is found in City Administrative Procedures. B. Consultant agrees not to offer any City officer or designated employee any gift prohibited by the Administrative Procedures. C. The offer or giving of any prohibited gift shall constitute a material breach of this Agreement by Consultant. In addition to any other remedies, City may have in law or equity, City may terminate this Agreement for such breach as provided in Section 19 of this Agreement. 26. INSERTED PROVISIONS: Each provision and clause required by law to be inserted into the Agreement shall be deemed to be enacted herein, and the Agreement shall be read and enforced as though each were included herein. If through mistake or otherwise, any such provision is not inserted or is not correctly inserted, the Agreement shall be amended to make such insertion on application by either party. 27. CAPTIONS: The captions in this Agreement are for convenience only, are not a part of the Agreement and in no way affect, limit or amplify the terms or provisions of this Agreement. Page 11 cf 12 Agreement P.O. No.: ( ��/f IN WITNESS WHEREOF, the parties have caused the Agreement to be executed. CQNSULTANT CITY OF CUPERTINO .„.,6 A Municipal Corporation ! 9 1' � 11�-/'I ch Mott MacDonald, LLC (HMM) By ` _ ?>> By — / Timm Borden, Director of Public Works Name Chris Metzger Date y/9/1 > Title Vice President Date 3/22/2013 Tax I.D. No.: 22-3831806 APPROVED AS TO FORM: Address: 181 Metro Drive, Suite 510 San Jose, CA, 95110 / A � 14 t ry 1 (:� ` Sri l ��� Korade, ity Atto ey `` ATTEST: C-3)/ LL-( L-1/4-5(:11A/G-A (-1 i 16 // ._. Grace Schmidt, City Clerk Contract Amount: ,t 9, i b0,ao Account No. : 42o -155g - y300 Page 12 of 12 Agreement Hatch Matt 1 81 Metro Drive, Suite 510 MacDonald San Jose, CA 95110 T 408-572-8794 www.hatchmott.com Exhibit A Task 1: Data Collection Traffic volume counts will be performed) at the De Anza Boulevard/Rodrigues Avenue intersection on a typical weekday during the following three periods: • AM Peak Period(7:00 AM— 10:00 AM) • Mid-day Peak Period(11:30 AM— 1:30 PM) • PM Peak Period(4:30 PM-7:30 PM) These counts will include cars, trucks, buses, pedestrians and bicyclists. The peak hour from each peak period count will be identified and used in the analysis. AM and PM peak period traffic volumes provided by the City of Cupertino at the intersections of De Anza Boulevard/Stevens Creek Boulevard and De Anza Boulevard/McClellan Road — Pacifica Drive will also be utilized in this analysis. Mid-day volumes at these two intersections will be estimated based upon the AM and PM counts provided by the City and the new traffic counts at the De Anza/Rodrigues intersection. A field visit will also be made to the study intersection during all three peak periods, in order to assess existing operations. Traffic operations will be observed, lane configurations and existing signal phasing will be identified, photographs will be taken of the intersection and traffic flow, any on-street parking restrictions will be identified, relevant field measurements will be taken, etc. Timings of the major street movements for all three intersections will be taken during all three peak periods to determine the green time for each intersection on DeAnza Boulevard. Available accident data at the DeAnza Boulevard/Rodrigues Avenue intersection will be collected from the previous three years as provided by City staff. Task 2: Evaluation of Signal Conversion Utilizing the data from Task 1, above, an evaluation will be performed to determine the affect of converting the study intersection to eight-phase signal operations. This evaluation will be split into three phases: Phase 1: This will include a review of pedestrian and bicycle activity at the intersection, observed operations of the left turn movements on Rodrigues Avenue as well as other movements along the corridor, and evaluation of the cross-product rule. In addition, the accident data will be reviewed to determine if there are any existing safety issues that may be cause by the existing signal phasing. Phase 2: The implications of the signal conversion will be explored. This will include assessment of all three study intersections, utilizing current signal timing information. An evaluation of peak period levels of service will be prepared at the De Anza / Rodrigues intersection, both with and without the proposed eight-phase signal conversion, in order to assess the potential changes in overall vehicle delay and levels of service that may occur with the change. The Synchro analysis software will be used to evaluate signal timing and progression along DeAnza. The Simtraffic modeling software will also be used to verify i:hese operations, but no output from Simtraffic will Hatch Mott MacDonald be reported. Any specific traffic movements or approaches that would experience noteworthy changes in delay or level of service will be identified. This data will be used to determine how the associated modification in signal phasing and timing would affect traffic signal progression along De Anza Boulevard. Phase 3: A discussion will be prepared if the conversion to eight-phase signal operations is warranted. An assessment will be made regarding necessary changes to the intersection signal phasing, offsets and splits to maintain signal progression along De Anza during the morning, mid- day and evening peak periods. Recommendations will be made as necessary. Task 3: Documentation A memorandum report will be written, summarizing the results and recommendations from the above tasks, including appropriate graphics depicting necessary information. The memorandum will initially be prepared as an administrative draft report for review by you. Your comments will be incorporated into a final report for your use. This scope of work includes up to 4 hours of staff time to respond to comments on the draft report. Comments requiring more than four hours would be considered additional work and subject to an increased fee. Task 4: Meetings This scope of work includes preparation and attendance at two (2) project related meetings with city staff to discuss the project. Meetings to present data, findings, or conclusions to the council, a commission, or other governing body would be considered additional services and be billed separately. Task 5: Schedule We propose to perform this study and deliver a draft memorandum four weeks after receipt of the traffic count data and receipt of the accident data from the City. The final memorandum will be submitted three working days after comments are provided form City staff. Not Included The following are not included in the above scope of work: additional analysis beyond what are specifically outlined above, impact assessment of more than one project option, evaluation of separate project phases, detailed signal timings sheets, evaluation of any project alternatives, on- or off-street parking analyses, attendance of more than two (2) project-related meetings (including public hearings and workshops), meetings with representatives from public agencies other than City of Cupertino, design of any signal or roadway improvements or any other task not specifically described in the scope of work. Any work required in addition to that described under the Scope of Work above will be considered extra work. Receipt of written authorization will be required prior to performing any work in addition to that which is specifically described in this proposal. Erwin Ching I City of Cupertino Page 2 of 4 C:\Documents and Settings\nes60529\L.ocal Settings\Temporar) Internet Files\Content.Outlook\936I3 MZE\DeAnza_Rodriguez_SO W_20I 30306.doc Hatch Moil MacDonald Exhibit B Compensation The lump sum fee to perform this analysis is $9,100 with $600 used for data collection. Erwin Ching I City of Cupertino Page 3 of 4 C:\Documents and Settings\nes60529\L.ocal Settings\Temporary Internet Files\Content.Outlook\93613 MZE\DeAnza_Rodriguez_SOW_20130306.doc Hatch Mott MacDonald Exhibit C Schedule of Performance Data Collection and Field Observations: 1-2 weeks Technical Analysis: 4-6 weeks Draft Technical Memorandum: 1-2 weeks Respond to comments: lweek after receipt of comments from City Submit Final Memorandum HMM will provide a draft technical memorandum approximately 8 weeks after receipt of the traffic counts. The final memorandum will be submitted to the City after incorporating the comments. Erwin Ching I City of Cupertino Page 4 of 4 C:\Documents and Settings\nes60529\L.ocal Settings\Temporary Internet Files\Content.Outlook\936I3 MZE\DeAnza_Rodriguez_SO W_20 I 30306.doc �/ OFFICE OF THE CITY CLERK • CITY HALL 10300 TORRE AVENUE• CUPERTINO, CA 95014-3255 yj �9s TELEPHONE: (408) 777-3223• FAX: (408)777-3366 � s WEBSITE:www.cupertino.org CUPERTINO April 18, 2013 Hatch Mott MacDonald, LLC (HMM) 181 Metro Drive, Suite 510 San Jose, CA 95110 Enclosed for your records is a fully executed original copy of the agreement with the City of Cupertino. If you have any questions, please contact the Public Works Department at (408) 777-3354. Sincerely, • 1 Brittany Carey Senior Office Assistant City Clerk's Office Enclosure cc: Public Works ,ate CERTIFICATE OF LIABILITY INSURANCE page 1 of 1 06/29/2013) THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER.THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND,EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE.A CONTRACT BETWEEN THE ISSUING INSURER(S),AUTHORIZED REPRESENTATIVE OR PRODUCER,AND THE CERTIFICATE HOLDER. IMPORTANT: If the certificate holder is an ADDITIONAL INSURED,the policy(ies)must be endorsed. If SUBROGATION IS WAIVED,subject to the terms and conditions of the policy,certain policies may require an endorsement.A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). PRODUCER CONTACT Willis of New Jersey, Inc. PHONE FAX c/o 26 Century Blvd. 877-945-7378 888-467-2378 P.O. Box 305191 E-MAIL certificates@willis.com Nashville, TN 37230-5191 a _ INSURER(S)AFFORDINGCOVERAGE NAIC# INSURERA: Charter Oak Fire Insurance Company 25615-000 INSURED Hatch Mott MacDonald LLC INSURER B: Hartford Casualty Insurance Company 29424-000 43 01 Hacienda Drive INSURER C:Twin City Fire Insurance Company 29459-001 Suite 300 Pleasanton, CA 94588 _INSURERD:Underwriters at Lloyd's London 15792-001 INSURER E: INSURER F: COVERAGES CERTIFICATE NUMBER:20030515 REVISION NUMBER: THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION O=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. INSR TYPE OF INSURANCE DD' SUB POLICY NUMBER POLICY EFF POLICY EXP LIMITS LTR A GENERAL LIABILITY 6609B376220 6/30/2013 6/30/2014 EACH OCCURRENCE $ 1.000,000 X COMMERCIAL GENERAL LIABILITY PREMISES E.occurence $ 1,000,000 CLAIMS-MADE OCCUR M ED EXP(Anyone person) $ 5,000 PERSONAL BADVINJURY $ 1,000,000 GENERALAGGREGATE $ 51000,000 F GEN'LAGGREGATELIMITAPPLIESPER: PRODUCTS-COMP/OPAGG $ 2,000,000 X POLICY 7 PRO LOC _ $ B AUTOMOBILE LIABILITY Y Y 13UENVY8062 16/30/2013 6/30/2014 EOaaBINED)SINGLE LIMIT $ 1,0001000 X ANYAUTO BODILY INJURY(Per person) $ ALLOWNED SCHEDULED BODILY INJURY(Peraccident) $ AUTOS AUTOS X HIREDAUTOS PX NON-OWNED PROPERTYDAMAGE AUTOS (Peraccident) $ UMBRELLA LIAB OCCUR EACH OCCURRENCE $ EXCESS LIAB CLAIMS-MADE AGGREGATE $ DED RETENTION$ $ C WORKERS COMPENSATION 13WBBM0160 6/30/2013 6/30/2014 x AND EMPLOYERS'LIABILITY ANY PROPRIETOR/PARTNER/EXECUTIVE� N/A E.L.EACH ACCIDENT $ 1,000,000 OFFICER/MEMBER EXCLUDED? (Mandatory in NH) E.L.DISEASE-EA EMPLOYEE $ 1,000,000 f yes,describe under DESCRIPTIONOF OPERATIONS below E.L.DISEASE-POLICY LIMIT $ 11000,000 D Professional Liab B080120388P13 6/30/2013 6/30/2014 $1,000,000 Per Occurrence $1,000,000 Aggregate DESCRIPTION OF OPERATIONS/LOCATIONS/VEHICLES(Attach Accord 101,Additonal Remarks Schedule,if more space is required) Re: 315446 Cupertino Traffic Engineering The city, its city council, boards and commissions, officers, employees and volunteers is included as an Additional Insured as respects to General Liability and Automobile Liability, as per written contract or agreement. Waiver of Subrogation applies in favor of Additional :Ensured with respects to General Liability and Automobile Liability. as agreed to by written contract. CERTIFICATE HOLDER CANCELLATION SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. City of Cupertino A UTHORIZED REPRESENTATIVE Dept. of Public Works 10300 Torre Avenue Cupertino, CA 95014 Coll:4142395 Tpl:1667433 Cert 20030515 ©1988-2010ACORDCORPORATI ON.AlI rights reserved. ACORD 25(2010/05) The ACORD name and logo are registered marks of ACORD INSURER CANCELLATION TERMS NAMED INSURED POLICY NO. Hatch Mott MacDonald LLC 660913376220 EFFECTIVE DATE SEE PAGE 1 Holder Name: City of Cupertino Project: Cancellation Terms: Should the General Liability policy be cancelled before the expiration date thereof, the insurer will send 30 days notice of cancellation to the Certificate Holder, but failure to do so shall impose no obligation or liability of any kind upon the insurer, its agents or representatives. Cancellation Terms Apply to the Following Coverages: Willis 101 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. NOTICE OF CANCELLATION °rO CERTIFICATE HOLDER(S) This policy is subject to the following additional If notice is mailed, proof of mailing to the last Conditions: known mailing address of the certificate holder(s) on file with the agent of record or the A. If this policy is cancelled by the Company, Company will be sufficient proof of notice. other than for nonpayment of premium, notice of such cancellation will be provided Any notification rights provided by this at least thirty (30) days in advance of the endorsement apply only to active certificate cancellation effective date to the certificate holder(s) who were issued a certificate of holder(s) with mailing addresses on file with insurance applicable to this policy's term. the agent of record or the Company. Failure to provide such notice to the certificate B. If this policy is cancelled by the Company for holder(s) will not amend or extend the date the nonpayment of premium, or by the insured, cancellation becomes effective, nor will it negate notice of such cancellation will be provided cancellation of the policy. Failure to send notice within (10) days of the cancellation effective shall impose no liability of any kind upon the date to the certificate holder(s) with mailing Company or its agents or representatives. addresses on file with the agent of record or the Company. Policy 13UENVY8062 and 13UENAL,101 1 Number: Effective 6/30/2013 Date: Named Insured and Hatch Mott MacDonald Group, Inc. Address: 27 Bleeker StreE�f Millburn, NJ 070k11-1008 Form IH 03 13 06 11 Page 1 of 1 ©2011 , The Hartford It THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. NOTICE OF CANCELLATION 't'O CERTIFICATE HOLDER(S) Policy Number_ 13WBBM0160 Endorsement Number_ Effective Date: 0G/30/2013 Effective hour is the same as stated on the Information Page of the policy. Named Insured and Address: HATCH MOTT YACDONAJLD GROUP, INC. 27 BLEEY�R STREET MILBURN, NJ 07041 This policy is subject to the following additional If notice is mailed, proof of mailing to the last known Conditions: mailing address of the certificate holder(s) on file A. If this policy is cancelled by the Company, other with the agent of record or the Company will be than for non-payment of premium,notice of such sufficient proof of notice. cancellation will be provided at least thirty (30) Any notification rights provided by this endorsement days in advance of the cancellation effective apply only to active certificate holder(s) who were date to the certificate holder(s) with mailing issued a certificate of insurance applicable to this addresses on file with the agent of record or the policy's term. Company. Failure to provide such notice to the certificate B. If this policy is cancelled by the Company for holder(s) will not amend or extend the date the non-payment of premium, or by the insured, cancellation becomes effective, nor will it negate notice of such cancellation will be provided cancellation of the policy. Failure to send notice within ten (10)days of the cancellation effective shall impose no liability of any kind upon the date to the certificate holder(s) with mailing Company or its agents or representatives. addresses on file with the agent of record or the Company_ Form WC 99 03 94 Printed in U.S-A. Process Date: '07/02/2012 Policy Expiration Date: 05/30/2014 02D11,Tl^e Hartford Endorsement No.1 NEW JERSEY CANCELLATION/NON-RENEWAL ENDORSEMENT Wherever used in this endorsement: 1)"we","us","ow",and"Insurer"mean the insurance company which issued this policy;and 2)"you","your',"named Insured","First Named Insured",and"Insured" mean the Named Corporation, Named Organization, Named Sponsor, Named Insured,or Insured stated in the declarations page;and 3)"Other Insured(s)"means all other persons or entities afforded coverage under the policy. In consideration of the premium charged, it is hereby L nderstood and agreed that the cancellation provision of this policy is amended as follows: "Pursuant to New Jersey law,this policy cannot be cancelled or non-renewed for any underwriting reason or guideline(s)which is arbitra ni,capricious or unfairly discriminatory or without adequate prior notice to the Insured.Th a underwriting reasons or guidelines that an Insurer can use to cancel or non-renew this policy are maintained by the Insurer in writing and will be furnished to the Insured and/or-he Insured's lawful representative upon written request. This shall not apply to any policy which has been i-i effect for less than sixty(60)days at the time notice of cancellation is mailed or delivered, unless the policy is a renewal policy." All other terms and conditions of the policy remain the same. POLICY NUMBER: 650-9B376220 Effective: 05/30/2013 t0 06/30/2014 COMMERCIAL GENERAL LIABILITY THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. BLANKET ADDITIONAL_ INSURED - WRITTEN CONTRACTS (ARCHITECTS, ENGINEERS AND SURVEYORS) This undorsomont rnodifies insurance provided under the following: COMMERCIAL GENERAL LIABILITY COVERACi::PART 1. The following is added to SECTION II-WHO IS pees only:o such'bodily inju• ' or"property AN INSURED: damage'that occurs before the end of the re- Any person or organization that ya.r agree in a rlod of Gmo'or which the'vmtien contract re- 'wr4len contract requiring insurance'to include as quiring insurance' requires you to provide an additional insured on this Coverage Part,but: such coverage or tt-.a end of the policy period. whichever is earlier. a. Only with respect to liability for"bodily injury'. property damage"or'personal injury";and 2. 'riu rorowing is added to Paragraph 4.a.of SEC- TION IV-COMMERCIAL GENERAL LIABILITY b. If, and on-ly to the extort that, the inju y or CONDITIONS: damage is caused by a_ts or omissions of you or your subcontractor in the performance Tf'ie insurance provided to the additional insured of"your work' to whcTM the %witlen contract is excess Dver any valid and codectble'otner in- requiring insurance" applies. The person or surance", whether primary,excess,contingent or organization does not qualify as an additional on any o&er basis, that is available to the addi- insured with respect to the independent acts Clonal insured'or a loss vre cover.However,if you or ornissiors of such person or organization_ specifically agree if..the*ew itten wrilrad requiring insurance'that this insurance provided:o the ad- The insurance provided to sr r additional insured ertional insured under this Coverage Part must is limited as tullows: apply on a prznary bass or a primary and non- c. In the event that the Limits of Insurance of contributory bates. this insurance is primary to this Coverage Part shown in the Dec'.aratons 'otter rnsur.3nce' available to iho additional in- exce.ed .he limits of liability required by the sured which covers that person or organization as "written contact requiring insurance', the in- a named Insured for suet, loss, and we will not surance piuvidud to the additional insured share with that "other insurance' But this insur- shall be limned to the limits of liabil^y required ancc provided to the additional insured still is ex- by that'written contract requinng insurance'_ sass over any valid and collectible "other insur- This endorsement shall riot increase lfx:limits once", wt?elher primary.excess,contingent of nr of insurance described in Section 111- Limits any other basis, that Is available to the additional Of Insurance. insured when that person or organization is an d. This insurance Goes not apply to the render- add4on it insured under any'other insurance'_ Ing of or failure to render any 'professional 3. Toe Following is added to SECTION IV- COM- services"or cornslruclion management errors MERCIAL GENERAL LIABILITY CONDRIONS: or ornissions. Duties Of An Additional Insured e. This insurance does rot apply to 'bodily in- As a condition of cavuragc provided to the add: jury' or'property damage' caused by "your tional insured: work' and inrJaded in the 'products- completed opefaWns, hazard" uaiess Vic a. The additional insurec must give us wh ter 'written sontract requiring insurance" specit- notice as soon as practicable of an "occur- oally requires you to provide such coverage rence' or an offense which may result In a for that additional insured,and then the incur- claim. To the extent possible.. such notice ance provided to the additonal insured ap- should incluoe: CG D4 14 04 08 0 2,116 TI e T•«. ',.•n C y,p4•,,n,'n:: Page 1 e'2 COMMERCIAL GENERAL LIABILITY 1. Flow, when and vrt.ere ti'e 'Qat1 fen Y' any provider of other insurance which would or offense took place; cover the additional insured for a toss we ii, The narnes ar d addresses of any inured cover. However,this condition does not affect persons and witnesses;and wF_,ther ti.is insurance provided to the addi- iii. Tt•e nature and location of any iriury or tional insured is primary to that other irsur• damage arising mit of the'oDcurrr,-oe'or ance avad,9ble to the addrtionae insured which offense covers that person or organization as a named insured. b. If a dalm is mark;or'suit'is brought against the addiional insured, the additional insured 4. The following is added to the DEFINITIONS Sec- must; lion: 1. Immedontely record the spe&.ics of tie, 'WHIfter contract requirirg insurance'means that claim or"suit'and the date received;and part of ary written contract or agreement urder wfii h you are required to in "ude a person or or- ii. Notify us as soon as practicable. gonin,bon r as an additional insured on this Cover- The additional insured must sec to it that we age Part, provided that Inc 'bodily injury' and receive written notice of the claim or'suit'as "aroperty damage' oczurs and the 'personal in- soon as practicable. jury'is caused by an offense committed: c. The additional insured must immediately send a. After the signing and exe^utlon of the contract us copies of all legal papers raz�eivad in con or agreement by you; nection with the claim or'suit',Cooperate with b. While that part of the Contract or agreement is us in the investigation or settlement of the in effect;and claim or defense against the "suit', and oth- erwise Comply with all poicy conditions. c. Before the end of the policy period. d_ The additional insured must tender the de- fense and indemnity of any claim or*suit* to Page 2 of 2 2 2C68 The Travcicrx crtnpanr Irc_ CG D4 14 04 08 Policy 413UENVY8062 Effective 06/30/2013 COMMERCIAL AUTOMOBILE HA 99 16 09 10 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. COMMERCIAL AUTOMOBILE BROAD FORM ENDORN>EMENT This endorsement modifies insurance provided under the fc,lowing: BUSINESS AUTO COVERAGE FORM To the extent that the provisions of this endorsemerc crovide broader benefits to the insured" than other provisions of the Coverage Form,the provisions of this erdorsement apply. 1. BROAD FORM INSURED d. Any 'employee" of yours while using a A. Subsidiaries and Newly Acquired or covered 'auto" you don't own, hire or Formed Organizations borrow in your business or your personal The Named Insured shown in the affairs. Declarations is amended to include: C. Lessors as Insureds (1) Any legally incorporated subsidiary in Paragraph A.1.-WHO IS AN INSURED-of which you own more than 5096 of the Section II -Liability Coverage is amended to voting stock on the effective date of the add: Coverage Form. However, the Named e. The lessor of a covered "auto"while the Insured does not include any subsidiary "auto' is leased to you under a written that is an 'insured' under any other agreement if automobile policy or would be an 'insured' under such a policy but for its (1j The agreement rerun you to termination or the exhaustion of its Limit Provide direct primary insurance for of Insurance. the lessor and {2) Any organization that is acquired or (?) The"auto'is leased without a driver. formed by you and over which you Such a leased 'auto" will be considered a maintain majority ownership. However, covered "auto" you awn and not a covered the Named Insured does not include any "auto"You hire. newly formed or acquired organization_ D. Additional Insured if Required by Contract la) That is a partnership, joint venture f1) Paragraph A.I. -'VYHO 13 AN INSURED or limited liability company - of Section II - Liability Coverage is lb) That is an'insured' under any other amended to add- policy, f. When you have agreed, in a written (c) That has exhausted is Limit of contract or written agreement that a Insurance underany other policy,or person or organization be added as i.d) 160 days or more after its an additional insured on your acquisition or formation by you, business auto policy,such person or unless you have given us notice of organization is an'insured',but only the acquis rtion or formation. to the extent such person or Coverage does not apply to "bodily organization is liable for "bodily injury'or"property damage"that results injury"or"property damage' caused from an "accident" that occurred before by the conduct of an"insured"under you formed or acquired the organization. paragraphs a. or b. of Who Is An B_ Employees as Insureds Insured with regard to the ownership, maintenance or use of a Paragraph A.1.-WHO IS AN INSURED-of covered'auto." SECTION II - LIABILITY COVERAGE is amended to add: 0 2010,The Hartford t Incl ides copyrighted material Form HA 99 16 09 10 of ISO Properties, Inc, with its permission.} Page 1 of 5 The insurance afforded to any such E_ Primary and Hon-Contributory if additional insured applies only if the Required by Contract '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 (2) Subsequent to the execution of such following provisions apply. written contract,and (3) Primary Insurance When Required By (3) Prior to the expiration of the period Contract 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 (2) How Limits Apply primary_ If other insurance is also If you have agreed in a written contract primary,we will share with all that other or written agreement that another insurance by the method described in person or organization be added as an Other Insurance 5.d. additional insured on your policy, the (4) Primary And Non-Contributory To Other most we will pay on behalf of such Insurance When Required By Contract additional insured is the lesser of: If you have agreed in a written contract (a) The limits of insurance specified in or written agreement that this insurance the written contract or written is primary and non-contributory with the agreement:or additional insured's own insurance, this nsurance is primary and we will not (b) The Limits of Insurance shaven in seek contribution from that other the Declarations. insurance_ Such amount shall be a part of and not Paragraphs(3)and(4)do not apply to other in addition to Limits of Insurance shown insurance to which the additional insured in the Declarations and described in this has been added as an additional insured_ Section. S.3) Additional Insureds Other Insurance When this insurance is excess,we will have no 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 ctrvered 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 indemnity. insurance.this insurance is excess over other insurance, we will pay only our share of the However, this provision does not apply amount of the lass,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 other that this insurance is primary and non- insurance would pay for the loss in the contributory with the additional insured's absence of this insurance:and own insurance_ (4) Duties in The Event Of Accident, Claim, 1.2) The total of all deductible and self-insured Suit or Loss amounts under all that other insurance_ If you have agreed in a written contract We will share the remaining loss, if any, by the or written agreement that another method described in Other Insurance 5.d. person or organization be added as an 2. AUTOS RENTED BY EMPLOYEES additional insured on your policy, the Any'auto"hired or rented by your"employee"on additional insured shall be required to 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. 0 2D 10,The Hartford(Incl ides copyrighted material Form HA 99 16 09 10 of ISO Properties, Inc, with its permission.) Page 2 of 5 Carrier: Hartford Casualty Insurance Company Policy Number 13UENVY8062 Effective: 6/30/2013 to 6/30/2014 THIS ENDORSMENT CHANGES THE: POLICY. PLEASE READ IT CAREFULLY. ADDITIONAL. INSURED AND RIGHTS OF RECOVIEMY AGAINST OTHERS This endorsement modifies insurance provided ender the following: BUSINESS AUTO COVERAGE FORM A. Any person or organization whom you are required by contract to name as additional insured is an "insured" for LIABILITY COVERAGE but only to the extent that pt!rson or organization qualifies as an "insured" under the WHO IS AN INSURED provision of Section 11 — LIABILITY COVERAGE. B. For any person or organization for whom you are required by contract to provide a waiver of subrogation, the Loss Condition —TRANSFER OF RIGHTS OF RECOVERY AGAINST OTHERS TO US is applicable. Form HA 99 13 01 87 Printed in U.S.A. Form HA 99 13 01 87 Printed in U.S.A. Policy: 66096376220 Effective: 6/30/2013 (2)The total of all deductible and self-insured 1. The following is added to Paragraph 6. amounts under that"other insurance". Representations of Section IV—COMMERCIAL GENERAL LIABILITIY CONDITIONS: We will share the remaining loss,if any, with any "other insurance"that is not described in this Excess The unintentional omission of,or unintentional error Insurance provision. in, any information provided by you which we relied upon in issuing this policy shall not prejudice your c.Method of Sharing rights under this insurance. If all of the"other insurance"permits contribution by 2,This Provision R.does not affect our right to equal shares, we will follow this method also. Under collect additional premium or to exercise our right of this approach each provider of insurance contributes cancellation or nonrenewal in accordance with equal amounts until it has been paid its applicable applicable insurance laws or regulations. limit of insurance or none of the loss remains, whichever comes first. S.WAIVER OF TRANSFER OF RIGHTS OF RECOVERY AGAINST OTHERS TO US WHEN If any of the"other insurance"does not permit REQUIRED BY CONTRACT contribution by equal shares, we will contribute by limits. Under this method,the share of each provider The following is added to Paragraph 8.Transfer of of insurance is based on the ratio of its applicable Rights of Recovery Against Others to Us of limit of insurance to the total applicable limits of SECTION IV—COMMERCIAL GENERAL insurance of all providers of insurance. LIABILITY CONDITIONS: 2.The following definition is added to Section V- We waive any rights of recovery we may have Definitions: against any person or organization because of payments we make for"bodily injury","property "Other insurance": damage", "personal injury",or"advertising injury" arising out of: a.Means insurance,or the funding of losses,that is ar1.ising owned by you,temporarily occupied provided by,through or on behalf of: by you with permission of the owner,or leased (1) Another insurance company or rented to you; (2) Us or any of our affiliated insurance 2. Ongoing operations performed by you,or on companies,except when the Non cumulation your behalf,under a contract or agreement with of Each Occurrence Limit section of that person or organization; Paragraph 5.of LIMITS OF Insurance 3. "Your work";or (Section IH)or the Non cumulation of 4. "Your products". Personal and Advertising Injury limit We waive these rights only where you have agreed to sections of Paragraph 4.of LIMITS OF do so as part of a"written contract requiring " INSURANCE(Section III)applies; insurance entered into by you before,and in effect (3) Any risk retention group; when,the"bodily injury"or"property damage" occurs,or the"personal injury"o (4) Any self-insurance method or program, offense or "advertising injury"offense is committed. other than any funded by you and over which this Coverage Part applies;or T.AMENDED BODILY INJURY DEFINITION (5) Any similar risk transfer or risk management method. The following replaces the definition of"bodily injury"in the DEFINITIONS Section: b. Does not include umbrella insurance,or excess "Bodily injury"means bodily injury,mental anguish, insurance, that you bought specifically to apply mental injury, shock,fright,disability,humiliation, in excess of the Limits of Insurance shown on sickness or disease sustained by a per- the Declarations of this Coverage Part. R.UNINTENTIONAL OMISSION CG D4 15 05 08 (Rev. 10-08)©2008 Travelers Companies, Inc, Page 7 of 8