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18-030 Alta Planning + Design, Union Pacific Railroad Trail Feasibility StudyCITY OF a DESIGN PROFESSIONAL SERVICES AGREEMENT (SINGLE) WITH ALTA PLANNING+ DESIGN, INC. CUPERTINO 1. PARTIES This Agreement is made and entered into as of_F_e_b_ru_a_ry~2_8~,_2_0_1_8 ____________ _ ("Effective Date"), by and between the City of Cupertino , a municipal corporation ("City"), and Alta Planning + Design, Inc. ("Consultant"), a Corporation for the Union Pacific Railroad Trail Feasibility Study ______________________________ ("Project"). 2. SERVICES 2.1 Basic Services. Consultant agrees to provide the Basic Services for the Project, which are set forth in detail in the Scope of Services, attached here and incorporated as Exhibit A , and as further specified in Consultant 's written Proposal as approved by City , except for any provision in the Proposal which conflicts or is inconsistent with this Agreement and the Exhibits hereto , or as otherwise expressly rejected by City. 2.2 Additional Services. City may request at any time during the Contract Time that Consultant provide additional services for the Project, which are not already encompassed , expressly or implicitly, in the Agreement, the Scope of Services , or the Proposal ("Additional Services "). Additional Services must be authorized in writing by City and Consultant will not be paid for unauthorized Additional Services rendered. Additional Services are subject to all the provisions applicable to Basic Services , except and only to the extent otherwise specified by City in writing. All references to "Services " in the Agreement include Basic Services and Additional Services , unless otherwise stated in w1iting . The Services may be divided into separate sequential tasks , as further specified in this Agreement, the Scope of Services , and Consultant's Proposal. Consultant is solely responsible for its errors and omissions and those of its subconsultants, and must promptly correct them at its sole expense. Consultant must take appropriate measures to avoid or mitigate any delay, liability, and costs resulting from its errors or omissions . 3. TIME OF PERFORMANCE 3.1 Term. This Agreement begins on the Effective Date and ends on December 31, 2019 unless tenninated earlier as provided herein ("Contract Time"). 3.2 Schedule of Performance. All Services must be provided within the times specified in Exhibit B, Schedule of Perfonnance, attached and incorporated here. Consultant must promptly notify City of any actual or potential delay in providing the Services as scheduled to afford the Parties adequate opportunity to address or mitigate delays. If the Services are divided by tasks , Consultant must begin work on each separate task upon receiving City 's Notice to Proceed ("NTO"), and must complete each task within the time specified in Exhibit B . City Proj ect Union Pac/fie Ra ilroad Tra il Feasibility Stu dy D es ig n P rofessional Agreement (s in g le) /Rev. Dec. 20 /7 Page I of 10 3.3 Time is of the essence for the performance of all the Services . Consultant must have sufficient time , resources, and qualified staff to deliver the Services on time. 4. COMPENSATION 4.1 Maximum Compensation. City will pay Consultant for satisfactory perfonnance of the Basic Services and Additional Services , if approved, a cumulative total amount that will be capped so as not to exceed $259,889.00 ("Contract Price"), as specified in Exhibit C, Compensation, attached and incorporated here. The Contract Price includes all expenses and reimbursements and will remain in place even if Consultant's actual costs exceed the capped amount. No extra work or payment is permitted in excess of the Contract Price. 4.2 Basic Services. City will pay Consultant$ 211 080.00 ("Lump Sum Price") for the complete and satisfactory performance of the Basic Services in accordance with Exhibit C. The Lump Sum Price is inclusive of all time and expenses , including, but not limited to , subConsultant's costs, materials , supplies, equipment, travel , taxes, overhead and profit. If the Basic Services are not fully completed , Consultant will be compensated a percentage of the Lump Sum Price proportionate to the percentage of Basic Services that were completed to City 's reasonable satisfaction. 4.3 Additional Services. City has the discretion , but not the obligation, to authorize Additional Services up to an amount not to exceed$ 48 ,809 .00 . Additional Services provided to City 's reasonable satisfaction will be compensated on a lump sum basis or based on time and expenses, in accordance will the Hourly Rates and Reimbursable Expenses Schedules included in Exhibit C. If paid on an hourly basis , Consultant will be compensated for actual costs only of normal business expenses and overhead, with no markup or surcharge ("Reimbursable Expenses"). Consultant will not be entitled to reimbursement for copying, printing, faxes , telephone charges, employee overtime, or travel to City offices or to the Project site. 4.4 Invoices and Payments. Monthly invoices must describe the Services completed and the amount due for the preceding month. City will pay Consultant within 30 days following receipt of a properly submitted and approved invoice for Services . The invoice must separately itemize and provide subtotals for Basic Services and Additional Services , and must state the percentage of completion for each task , as specified in Exhibit C. City will notify Consultant in writing of any disagreements with the invoice or the stated percentage of completion of tasks. If the disagreement is unresolved , City will pay Consultant only for the undisputed portion of the Services. Disputed amounts shall be subject to the Dispute Resolution provision of this Agreement. a. Time and Expenses. For Additional Services provided on an hourly basis , each invoice must also include, for each day of Services provided: (i) name and title of each person providing Services ; (ii) a succinct summary of the Services perfonned by each person ; (iii) the time spent per person , in 30 minute increments; (iv) the hourly billing rate or Sub- Consultant charge and payment due ; and (v) an itemized list with amounts and explanation for all pennitted reimbursable expenses. City Project Union Pa cific Railroad Trail Feasibili ty Study Desig n Professional Agreement (s in g le) /Rev. Dec. 2017 Page 2 of 10 b. Rates and Receipts. All hourly rates and reimbursable expenses must confonn to the City- approved rates set forth in Exhibit C, which will be in effect for the entire Contract Time. Each invoice must attach legible, dated receipts for Reimbursable Expenses. 5. INDEPENDENT CONTRACTOR 5.1 Status. Consultant is an independent Consultant and not an employee, partner, or joint venture of the City. Consultant is solely responsible for the means and methods of performing the Services and shall exercise full control over the employment, direction , compensation and discharge of all persons assisting Consultant in perfo1ming the Services. Consultant is not entitled to health benefits , worker 's compensation, retirement, or any City benefit. 5.2 Qualifications and Standard of Care. Consultant represents on behalf of itself and its subConsultants that they have the qualifications and skills to perform the Services in a competent and professional manner, as exercised by design professionals performing similar services in the San Francisco Bay Area. Services may only be performed by qualified and experienced personnel or subconsultants who are not employed by City and do not have any contractual relationship with City excepting this Agreement. All Services must be performed as specified to City 's reasonable satisfaction. 5.3 Permits and Licenses. Consultant warrants on behalf of itself and any subConsultants that they are properly licensed , registered, and/or certified to perform the Services , as required b y law , and that they have procured a valid City Business License. 5.4 SubConsultants. Unless prior written approval from City is obtained , onl y Consultant 's employees and subConsultants whose names are included in this Agreement and incorporated Exhibits may prov ide Services under this Agreement. Consultant must require all subConsultants to furnish proof of insurance for workers ' compensation , commercial liability, auto , and professional liability in reasonable conformity to the insurance required of Consultant. The terms and conditions of this Agreement shall be binding on all subConsultants relative to the portion of their work. 5.5 Tools, Materials and Equipment. Consultant will supply and shall be responsible for all tools, mate1ials and equipment required to perfonn the Services under this Agreement. 5.6 Payment of Taxes. Consultant must pay income taxes on the money earned under this Agreement. Upon City's request, Consultant will provide proof of payment and will indemnify City for any violations pursuant to the indemnity provision of this Agreement. 5.7 Errors and Omissions. Consultant is solely responsible for its errors and omissions and those of its SubConsultants , and must take prompt measures to avoid, mitigate, and correct them at its sole expense. 6. PROPRIETARY/CONFIDENTIAL INFORMATION During the Contract Time Consultant may hav e access to private or confidential information owned or controlled by the City, which may contain proprietary or confidential details , the disclosure of which to third p arties may be damaging to City. Consultant shall hold in confidence all City information and use City Proj ect Union Pacific Ra ilro ad Tra il Feas ibility Stu dy Des ig n Professiona l Agreemen t (s in g le) /Re v. Dec. 2017 Page 3 of 10 it only to perform this Agreement. Consultant shall exercise the same standard of care to protect City information as a reasonably prudent Consultant would use to protect its own proprietary data. 7. OWNERSHIP OF MATERIALS 7.1 Property Rights. Subject to City meeting its payment obligations for the Services , any interest (including copyright interests) of Consultant in any product, memoranda, study, report, map , plan, drawing, specification, data, record, document, or other information or work , in any medium, prepared by Consultant under this Agreement ("Work Product"), will be the exclusive property of the City and shall not be shown to a third-party without prior written approval by City 7.2 Copyright. To the extent permitted by Title 17 of U.S. Code, all copyrights to the Work Product prepared/created by Consultant and its SubConsultants and all copyrights in such Work Product shall constitute City property. If it is determined under federal law that the Work Product is not "works for hire ", Consultant and SubConsultants hereby assign to City all copyrights to the Work Product when and as created. Consultant may retain copyrights to its standard details , but hereby grants City a perpetual , non-exclusive license to use such details. 7.3 Patents and Licenses. Consultant must pay royalties or license fees required for authorized use of any third party intellectual property, including but not limited to patented, trademarked, or copyrighted intellectual property if incorporated into the Services or Work Product of this Agreement. 7.4 Re-Use of Work Product. Unless prohibited by law and without waiving any rights, City may use or modify the Work Product of Consultant and its SubConsultants to execute or implement any of the following , but Consultant shall not be responsible or liable for City 's re-use of Work Product: (a) For work related to the original Seryices for which Consultant was hired ; (b) To complete the original Services with City personnel, agents or other Consultants; (c) To make subsequent additions to the original Services; and /or (d) For other City projects. 7.5 Deliverables and Format. Electronic and hard copies of the Work Product constitute part of the Deliverables required under this Agreement, which shall be provided to City on recycled paper and copied on both sides , except for one single-sided original. Large-scale architectural plans and similar items must be in CAD and PDF formats , and unless otherwise specified, other documents must be in Microsoft Office applications and PDF formats. 8. RECORDS 8.1 Consultant must maintain complete, accurate, and detailed accounting records relating to the Services and Compensation, in accordance with generally accepted accounting principles and procedures. The records must include detailed information about Consultant's performance, benchmarks and deliverables. The records and supporting documents must be kept separate from other files and maintained for a period of four years from the date of City 's final payment. 8.2 Consultant will provide City full access to Consultant's books and records for review and audit , to make transcripts or copies , and to conduct a preliminary examination of all the work, data, documents , proceedings , and activities related to this Agreement. If a supplemental examination or City Project Union Pacific Railroad Tra il Feas ibility Stu dy Des ig n Profess ional Agreement (si ng le) /Rev. Dec. 2017 Page4 of 10 audit of Consultant's records discloses non-compliance with appropriate internal financial controls, a contract breach, or a failure to act in good faith, City will be entitled to recover from Consultant the costs of the supplemental examination. If this is a lump sum fee Agreement, City will be provided access to records of reimbursable expenses and the instruments of service/deliverables for review and audit. This Section survives the expiration/termination of this Agreement. 9. ASSIGNMENT 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 will be null and void. Any changes related to the financial control or business nature of Consultant as a legal entity will be considered an Assigrunent subject to City approval, which shall not be unreasonably withheld. For purposes of this provision, control means 50% or more of the voting power of the business entity. This Agreement binds Consultant, its heirs, successors and assignees. 10. PUBLICITY/ SIGNS Any publicity generated by Consultant for the project under this Agreement, during the term of this Agreement and for one year thereafter, will reference the City 's contributions in making the project possible. The words "City of Cupertino " will be displayed in all pieces of publicity , including flyers, press releases , posters , brochures , public service announcements , interviews and newspaper articles. No signs may be posted, exhibited or displayed on or about City property, except signage required by law or this Agreement, without p1ior written approval from the City. 11. INDEMNIFICATION 11.1 To the fullest extent allowed by law and except for losses caused by the sole or active negligence or willful misconduct of City personnel, Consultant agrees to indemnify, defend, and hold harmless the City, its City Council , boards and commissions , officers , officials, employees, agents , servants , volunteers and consultants ( collectively , "Indemnitees "), as follows: a. Indemnity Obligations Subject to Civil Code Section 2782.8. With respect to the Services performed in connection with the Agreement, Consultant shall indemnify, defend , and hold hannless Indemnitees from and against any and all liability, claims, actions, causes of action, demands or charges whatsoever against any Indemnitee, including any injury to or death of any person or damage to property or other liability of any nature ( collectively , "Liability"), that arise out of, pertain to , or relate to the negligence, recklessness, or willful misconduct of Consultant, its officers, officials , employees , agents or SubConsultants. Such costs and expenses shall include reasonable attorney fees for legal counsel of City 's choice , expert fees , and all other costs and fees of litigation. In addition to its indemnity obligations , Design Professional will provide its immediate and active cooperation and assistance to the City, at no additional cost to the City, in analyzing, defending, and resolving such Liability. b. Claims Involving Intellectual Property. Consultant shall indemnify, defend , and hold harmless Indemnitees from and against any claim involving intellectual property, infringement or violation of a United States patent right or copyright, trade secret, trademark, or service mark or other proprietary or intellectual property rights , which arises out of, pertains to , or relates to Consultant 's City Project Un ion Pacific Railroa d Trail Feasibility Study Design Professional Agreement (si ng le) /Rev. Dec . 20 1 7 Page 5 of 10 negligence, recklessness, or willful misconduct. Such costs and expenses will include reasonable attorney fees for legal counsel of City 's choice , expe1i fees and all other costs and fees oflitigation. c. Claims for Other Liability. For all other liabilities not included in provisions "b" and "c" above , Consultant shall indemnify , defend , and hold hannless the Indemnitees against any and all liability, claims , actions, causes of action or demands whatsoever, including any injury to or death of any person or damage to property, or other liability of any nature arising out of, pe1iaining to , or relating to the perfonnance of this Agreement by Design Professional , its employees , officers , officials , agents or subconsultants , including liability based on breach of contract, obligations, or warranties, or any unauthorized use or disclosure of City 's confidential and proprietary information. 11.2 Consultant will assist City, at no additional cost, in the defense of any claim, dispute or lawsuit arising out of this Agreement. Consultant 's duties herein are not limited to or subject to the Contract Price , to Workers ' Compensation claims , or to the Insurance or Bond limits and provisions. Nothing in this Agreement shall be construed to give rise to an implied right of indemnity in favor of Consultant against any Indemnitee. 11.3 If this Agreement is entered into or amended on or after January 1, 2018 , Consultant's duty to pay for any oflndemnitees ' defense related costs will be limited to its proportionate share of fault , as detennined by final decision by a court of competent jmisdiction, subject to any applicable exceptions in Civil Code section 2782 .8. 11.4 Consultant agrees to pay the reasonable costs City may incur in enforcing this provision related to Consultant's indemnification duties, including reasonable attorney fees, fees for legal counsel acceptable to City, expert fees , and all other costs and expenses related to a claim or counterclaim , a purchase order, another transaction, litigation, or dispute resolution. Without waiving any 1ights, City may deduct money from Consultant 's payments to cover moneys due to City. Section 11 survives expiration or tennination of this Agreement. 12. INSURANCE On or before the Contract Time commences, Consultant shall furnish City with proof of compliance with City Insurance Requirements , attached and incorporated here as Exhibit D. City will not execute the Agreement until Consultant has submitted and City has reasonably approved receipt of satisfactory certificates of insurance and endorsements evidencing the type, amount, class of operations covered, and the effective and expiration dates of coverage. Alternatively, City may terminate this Agreement or in its sole discretion purchase insurance at Consultant's expense and deduct costs from payments to Consultant. 13. COMPLIANCE WITH LAWS 13.1 General Laws. Consultant shall comply with all laws and regulations applicable to this Agreement. Consultant will promptly notify City of changes in the law or other conditions that may affect the Project or Consultant 's ability to perform. Consultant is responsible for verifying the employment authorization of employees perfonning the Services , as required by the Immigration Reform and Control Act, or other federal or state law, rule or regulation. City Proj ect Union Pacific Ra ilroad Tr ail Feas ibility S tudy Des ig n Professional Agreemen t (s in g le) /Rev. Dec. 2 01 7 Page 6 of 10 13.2 Labor Laws. Consultant shall comply with all labor laws applicable to this Agreement. If the Services include a "public works " component, Consultant must comply with prevailing wage laws under Labor Code Section 1720 and other labor laws. To the extent applicable, Consultant must comply with City 's Labor Compliance Program and with state labor laws pertaining to working days , overtime, payroll records and DIR Registration and Oversight. If the Contract Price is $30,000 or more , Consultant must comply with the apprenticeship requirement in Labor Code Section 1777.5 . 13.3 Discrimination Laws. Consultant shall not discriminate on the basis of race, religious creed, color, ancestry, national origin, ethnicity, handicap, disability, marital status, pregnancy, age, sex, gender, sexual orientation, gender identity, Acquired-Immune Deficiency Syndrome (AIDS), or any other protected classification. Consultant shall comply with all anti-discrimination laws, including Government Code Section 12900 and 11135 , and Labor Code Section. 1735, 1777 and 3077 .5. Consistent with City policy prohibiting, Consultant understands that harassment and discrimination by Consultant or any of its subConsultants toward a job applicant , an employee, a City employee, or any other person is strictly prohibited . 13.4 Conflicts of Interest. Consultant shall comply with all conflict of interest laws and regulations applicable to this Agreement and must avoid any conflict of interest. Consultant wan-ants that no public official, employee, or member of a City board or commission who might have been involved in the making of this Agreement, has or will receive a direct or indirect financial interest in this Agreement in violation of California Government Code Section 1090 et seq. Consultant may be required to file a conflict of interest form if Consultant makes certain governmental decisions or serves in a staff capacity, as provided in Section 18700 of the California Code of Regulations and other laws. Services may only be performed by persons who are not employed by City and who do not have any contractual relationship with City, with the exception of this Agreement. Consultant is familiar with and agrees to abide by the City 's rules governing gifts to public officials and employees . 13.5 Remedies. A violation of this Section constitutes a material breach and may result in City suspending payments, requiring reimbursement, or terminating this Agreement. City reserves all its rights and remedies under law and this Agreement, including the right to seek indemnification under Section 11 . Consultant agrees to indemnify, defend, and hold City hannless from and against any loss , liability, and expenses arising from noncompliance with this Section. 14. PROJECT COORDINATION 14.1 City Project Manager. The City's Project Manager for all purposes under this Agreement will be Chris Con-ao , who shall have the auth01ity to manage this Agreement and oversee the progress and perfonnance of the Services . City in its sole discretion may substitute another Project Manager at any time and will advise Consultant ofthe new representative. 14.2 Consultant Project Manager. Subject to City 's reasonable approval , Consultant 's Project Manager for all purposes under this Agreement will be _H_e_a_th_e_r_D_eu_t_s_ch __________ _ who shall be the single representative for Consultant with the authority to manage compliance with this Agreement and oversee the progress and performance of the Services. This includes responsibility for coordinating and scheduling the Services in accordance with City instructions, service orders , and the Schedule of Performance, and providing regular updates to the City's Project Manager on the Project status , progress , and any delays. City written approval is required prior to Consultant substituting a new Project Manager, which shall result in no additional costs to City or Project delays . Cily Project Union Pacific Railro ad Trail Feasibility Sludy Desig n Professional Agreemen/ (sing le) /Rev. Dec. 20 17 Page 7 of 10 15. ABANDONMENT OF PROJECT City may abandon or postpone the Project with thirty (30) calendar days written notice to Consultant. Consultant will be compensated for satisfactory Services performed through the date of abandonment and will be given reasonable time to assemble the work and close out the Services . No close out work shall be conducted without City reasonable approval of closure costs, which may not exceed ten percent (10%) of the total time expended to the date of abandomnent. All charges including job closure costs will be paid in accordance with the provisions of this Agreement and within thirty (30) days of Consultant's final invoice reasonably approved by the City. 16. TERMINATION City may terminate this Agreement for cause or without cause at any time, following reasonable written notice to Consultant at least thirty (30) calendar days prior to the termination date . Consultant will be paid for satisfactory Services rendered through the date of termination, but final payment will not be made until Consultant closes out the Services and delivers all Work Product to City. All charges approved by City including job closure costs will be paid within 30 days of Consultant's final invoice. 17. GOVERNING LAW, VENUE AND DISPUTE RESOLUTION This Agreement is governed by the laws of the State of California, excepting any choice of law rules which may direct the application of laws of another jurisdiction. Any lawsuits filed related to this Agreement must be filed with the Superior Co~rt for the County of Santa Clara, State of California. Consultant must comply with the claims filing requirements under the Govermnent Code prior to filing a civil action in court against City. 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). If a dispute arises, Consultant must continue to provide the Services pending resolution of the dispute. If the Parties elect arbitration, the arbitrator 's award must be supported by law and substantial evidence and include detailed written findings of law and fact. 18. ATTORNEY FEES If City initiates legal action, files a complaint or cross-complaint, or pursues arbitration , appeal or other proceedings to enforce its rights or a judgment in connection with this Agreement, the prevailing party will be entitled to reasonable attorney fees and costs. This Section survives the expiration/tennination of this Agreement. 19. THIRD PARTY BENEFICIARIES There are no intended third party beneficiaries of this Agreement. 20. WAIVER Neither acceptance of the Services nor payment thereof shall constitute a waiver of any contract provision. City 's waiver of any breach shall not be deemed to constitute waiver of another term, provision, covenant or condition, or a subsequent breach, whether of the same or a different character. City Projec t Union Pa c ific Railroad Tr ail Feasibility Study Des ig n Prof essional Agreem ent (s in g le) /Rev. Dec . 2 01 7 Page 8 of 10 21. ENTIRE AGREEMENT This Agreement and all its Sections represent the full and complete understanding of the Parties , of every kind or nature, and supersedes any and all other agreements and understandings , either oral or written , between them. Any modification of this Agreement will be effective only if in writing and signed by each Pai1y 's authorized representative. No verbal agreement or implied covenant will be valid to amend or abridge this Agreement. If there is any inconsistency between this main Agreement and the attachments or exhibits thereto , the text of the main Agreement shall prevail. 22. INSERTED PROVISIONS Each contractual provision or clause that may be required by law is deemed to be included and will be inferred in this Agreement. Either party may request an amendment to cure any mistaken inse11ion or omission of a required provision . 23. HEADINGS The headings in this Agreement are for convenience only, are not a part of the Agreement and in no way affect , limit, or amplify the tenns or provisions of this Agreement. 24. SEVERABILITY /PARTIAL INVALIDITY If any term or provision of this Agreement, or their application to a particular situation, is found by the court to b e void , invalid, illegal or unenforceable, such tenn or provision shall remain in force and effect to the extent allowed by such ruling. All other tenns and provisions of this Agreement or their application to specific situations shall remain in full force and effect. 25. SURVIVAL All provisions which by their nature must continue after the Agreement ends, including without limitation those referenced in specific Sections herein, survive this Agreement and shall remain in full force and effect. 26. NOTICES All notices , requests and approvals must be sent to the persons below in writing to the persons below , and will be considered effective on the date of personal delivery, the delivery date confinned by a reputable overnight delivery service , on the fifth calendar day after deposit in the United States Mail, postage prepaid , registered or certified , or the next business day following electronic submission: To City of Cupertino 10300 Torre Ave. Cupertino CA 95014 Attention: Chri s Corrao Email: chrisc@cupertino .org City Project Union Pacific Railro ad Tr ail Feasibility Stu dy To Consultant: Alta Planning + Desig n , Inc . 711 SE Grand Ave. Portland OR 97214 Attention: Contract Administrator Email: contracts@altaplanning.com Desig n Prof essiona l Agreement (s in g le) /Rev. Dec. 2017 Page 9 of 10 27. VALIDITY OF CONTRACT This Agreement is valid and enforceable only if it complies with the contract provisions of Cupe1iino Municipal Code Chapters 3.22 and 3.23 , is signed by the City Manager or authorized designee , and is approved for f01m by the City Attorney 's Office . 28. EXECUTION The person executing this Agreement on behalf of Consultant represents and warrants that Consultant has the right, power, and authority to enter into this Agreement and carry out all actions herein, and that he or she is authorized to execute this Agreement, which constitutes a legally binding obligation of Consultant. This Agreement may be executed in counterparts, each one of which is deemed an original and all of which, taken together, constitute a single binding instrument. IN WITNESS WHEREOF, the parties have caused the Agreement to be executed on the Effective Date stated earlier in this Agreement. CONSULTANT Alta Planni g + Design, Inc., a Californ· By ~~~=====::::::::~- N ame Greg Maher / Title Vice President, as duly authorized Date ----------- Tax 1.D. No.: 68-0465555 ------- Cupertino City Attorney ATTEST: GRACE SCHMIDT City Clerk CITY OF CUPERTINO Name Timm Borden Title Director of Public Works Date '3 /~ft cJ I I Ci ty Proj ec t Union Pa cific Railroad Trail Feas ibility Study Desig n P rofessional Agreement (s in g le) /Rev. Dec. 20 I 7 Page 10 of 10 Exhibit A -Scope of Services Scope of Work Task 1. Initiation and Project Management Alta will review the existing resource documents that contain information related to the UPRR Trail Feasibility Study and the City of Cupertino 's policies regarding trails . These documents include : • Cupertino General Plan : Community Vision 2015-2040 • City of Cupertino 2016 Bicycle Transportation Plan • Union Pacific Rail Trail Feasibility Study (October 15 , 2001) • Joint City Coordinated Stevens Creek Trail Feasibility Study (September 2015) • Santa Clara County Countywide Trails Master Plan Update (November 14 , 1995) • Countywide Trails Prioritization and Gaps Analysis (March 17, 2015) • VTA Bikeways Map D -Cupertino, Campbell , Saratoga and Los Gatos (May 2016) • Alta will also review with the various agency standards and guidelines for developing trail design concepts that may apply to this project and shall provide a list of documents this project will need to adhere to . These standards and guidelines include : • 1999 Santa Clara County lnterjurisdict ional Trail Design , Use and Management Guidelines • 2005 Santa Clara County Parks and Recreation Department Trail Maintenance Manual • 2006 Santa Clara Valley Water District , Water Resources Protection Manual : Guidelines & Standa rds for Land Use Near Streams • 2012 California Department of Transportation Highway Design Manual : Chapter 1000 Bicycle Transportation Design • 2013 Architectural Barriers Act Accessibility Guidelines : Outdoor Developed Areas (and all applicable latest ADA standards) • VTA Bicycle Technical Guidelines , December 2012 Task 1 Deliverables : • Applicable agency standards and guidelines list Task 2. Identify Ownerships and Jurisdictions TASK 2.1. COLLECTION OF OWNERSHIP DOCUMENTS The Alta team will collect publicly available documents including Title reports , map ~, and other recorded information that relates to properties within the vicinity of the proposed trail. TASK 2.2. REVIEW OF OWNERSHIP DOCUMENTS The Alta team will review available documents including Title reports , maps , and other recorded information in order to determine owners of or in the vicinity to land proposed to be part of the trail. TASK 2.3. IDENTIFY POTENTIAL IMPACTS AND CONSTRAINTS Using the available documents related to ownership , the Alta team will identify potential impacts and/or constraints that may exist including easements , exceptions , and other restrictions. Task 2 Del iverables: • T itle reports for key property owners along property trail corridor • Record boundary map • Stakeholders and agency contact list Task 3. Conduct Field Reconnaissance and Existing Facilities Inventory/ Analysis Task 3.1. Data Collection and Base Mapping The Alta team w ill create a series of comprehensive base maps for the project from available GIS and other information such as existing exhibits , reports and mapping to create an interactive site driven series of base maps for the project. Information contained on the base mapping will include : • The foundation for the base mapping will be developed from publicly available high-resolu t ion aerial imagery • Right-of-way and property line data for the base mapping will be based on latest public available data • Planning level topography will be based on available LIDAR to be provided by the City and County With the foundation base mapping completed , we will refine and complete a comprehensive inventory, including but not lim ited to : • Property ownership • Zoning , land use , specific plan cons iderations as applicable • On-street bicycle and pedestrian facilities and crossings • Connections to other modes of transportat ion • Roadway , railroad , creeks and wate rway crossings • Bridges • Trees (protected , native , and trees greater than or equal to 8-inches in diameter) • Utilities (above and below ground) • Drainage patterns • Rights-of-way , easements , and encroachments • Geological conditions • Biological conditions Alta will compile this information into an Existing Facilities Inventory Memorandum , wh ich will later be incorporated into the draft feasibility study. Existing facilities graphics will be produced in ArcGIS and Adobe Illustrator in 11 "x1 7" tabloid format at an easily readable scale (typically 1" = 200 ' with enlargements for constrained areas). The Memorandum will include a Photograph Log of the corridor . Task 3.2. Site Reconnaissance Prior to our site visits , the Alta team will coordinate with Union Pacific Railroad (UPRR), as identified in Task 7 .5, regarding anticipated trail work within the UPRR right-of-way and crossings under UPRR facilities . We will bu ild on our recent experience work ing o n pathway/ra il crossing and encroachments for Sonoma Marin A rea Ra il Transit (SMART) and the Cities of Mountain V iew and Davis to identify the type of work and type of permits (crossing , encroachment or other) anticipated and review the concepts with UPRR managers Kevin Yoder (Public Projects) or Peggy Ygbuhay (Special Projects) to identify significant issues and potent ia l solutions . The Alta team will perform site visits to observe existing field conditions, verify trail alignment feasibility , and gather pertinent data to be used during the opportunity and constraints analysis . All information that is observed will be gathered and mapped based on opportunities for connectivity to existing trails and nearby points of interest. Alta will also identify the constraints for the UPRR Trail development. These constraints will include: • Available land capacity • Existing utilities • Storm drainage infrastructure and drainage structure considerations • Existing tree inventory • Existing roadway conditions • Existing underpasses and overpasses • Retaining walls • Biological resources Alta will take a full inventory of all necessary roadway crossings, creek crossings , areas where structures may be needed (bridges , overpasses , underpasses), areas where trail width may be constrained , and areas in proximity to key infrastructure . Task 3.3 . Opportunity and Constraints Analysis Using the data collected and site reconnaissance information attained in Tasks 3.1 and 3.2, the Alta team will perform an opportunity and constraints analysis for the project area . This analysis will be summarized is an opportunity and constraints report and map . Task 3 Deliverables: • Draft existing facilities inventory and opportunity and constraints analysis and maps • Final existing facilities inventory and opportunity and constraints analysis and maps Task 4. Develop Trail Alignments and Feasibility Criteria Using the data from Tasks 1-3 and getting feedback from the agency and local business meetings discussed in Task 7.5 and Task 7.6, Alta will identity and develop trail alignment alternatives based on criteria set by the project team for a feasibility trail design . The proposed trail alignment will be a north- south alignment along the UPRR between the Hammond-Snyder Loop Trail and Saratoga-Sunnyvale Road . Task 4.1. Trail Feasibility Criteria Alta will prepare illustrated des ign trail feasibility criteria specific to the anticipated users and settings discussed in the 2016 City of Cupertino 2016 Bicycle Transportation Plan (2016 Plan). The guidelines will reference applicable City , County, State, and Federal standards and policies , and will respond to the opportunities and constraints identified in previous tasks . Illustrations will include typical and special trail cross-sections and plan views , and design details . Alta literally "wrote the book " in the FHWA Rails-with- Trails : Lessons Learned Federal Study on many aspects of trail design standards along active rail lines both for accommodating different users , and for adapting to different trail settings such as : • Trail types for specific users, and multi-use combinations • Trails for specific environmental or land use settings • Road and railroad crossings and adjacencies • Trail parking and staging facilities -restrooms , rest areas , kiosks , and mapboards • Fencing , gates , and styles • Signage , including wayfinding, regulatory , and interpretive signs and elements While developing the design criteria for the UPRR Channel corridor , Alta will take into account the following design considerations as they relate to each alignment alternative: • Adjust property/real estate and/or trail easement acquisition • Overhead and underground utilities • Intersection crossings • Proximity to residences • Proximity to railroad tracks • Privacy considerations and solutions • Access to nearby points of intersects • Compliance with ADA requirements • Safe connections with existing and planned bicycle and pedestrian facilities • Safety of trail users and residents adjacent to the proposed trail , including during evening hours • Policing and preventing unauthorized trail access during evening hours • Emergency vehicle access • Maintenance and management • Construction cost The Alta team will be work ing will affected property owners and develop a list of key stakeholders and contact persons for use throughout the project. Agency Engagement meetings will be held early with UPRR , SCVWD , Santa Clara VTA , Caltrans , and PG&E to establish design criteria and project constraints . This will be a crucial aspect in the process to understand the elements of design that will be allowed within each agency jurisdiction . The draft study will include an implementation and funding section with specific grant funding program review and strategy for the recommended alignment. It w ill include a rev iew of the steps and documentation anticipated for project planning, design, approval and implementation , anticipating the particular challenges unique to the project type and location. Task 4.2. Develop Trail Alignments Alternatives and Connection/Crossing Concept Designs Once the feasible design criteria have been set , Alta will develop trail alignment alternatives and crossing concept designs. The trail alternatives will provide information and recommendations that include the following : • Feasible trail type • Typical sections of the trail that includes width and surface treatments • Sketches of design solutions at areas where the width is constrained • Exhibits showing the facil ity widths and design elements that would meet the varying grantors and design standards listed in Task 1 Where appropriate , Alta will also explore and provide alternatives for over , under, and at-grade intersection crossings , on-street and at -grade alternatives for any seasonal underpasses , and short-term and long-term solu ti ons that allow phased implementat ions of functional pathway segments . We w ill also identity access point opportunities , staging areas where amenities (i.e. benches , shade structures , drinking fountains , etc .) can be stationed , potential parking areas and enhancement opportunities to improve habitat value . In coordinat ion with BRG , we will be working with an arborist to address the potent ial impact to the ex isting trees throughout the corrido r. During the phase of the project, Alta will conduct a special examination and create design concepts for the street and trail connections and crossing along the corridor. These design concepts will illustrate each crossing, intersection and proposed structure . Each design solution will be shown with enough detail to confirm that adequate clearances can be provided . The following locations will be analyzed and illustrated : • Connection to regional Stevens Creek Trail • Connection to Hammond-Snyder Loop Trail • Cristo Rey Drive Crossing • Interstate 280 Northbouth on-ramp and off-ramp crossing • Foothill Boulevard Crossing • Stevens Creek Boulevard Crossing • Bubb Road Crossing • McClellan Road Crossing • Regnart Creek Crossing • Rainbow Drive Crossing • Seven Springs Parkway Crossing • Prospect Road Crossing • Arroyo De Arguello/Via Roncole Crossing • Prospect Creek Crossing • Saratoga-Sunnyvale Road Crossing Task 4.3. Develop Technical Report for Trail Alignments and Connection/Crossing Concept Designs Along with developing trail alignment alternatives and creating design concepts for the above connections and crossings , Alta will develop a recommendation for the trail alternatives to carry into an environmental analysis of a future trail. We will evaluate each of the alternatives for desirability (low, medium, and high) by creating a matrix evaluation criterion that will make alternatives more preferable than others . Alta will prepare an administrative technical report with appropriate appendices presenting each trail alignment alternative along with the connection and intersection concept design . The technical report will include a summarized matrix that will evaluate each alternative by ranking them for desirability. The administrative technical report will be present to City of Cupertino staff for review and comment. After initial comments are incorporated , Alta will submit a draft public technical report for the UPRR Trail alignment alternatives to City staff. We will present the draft public technical report for the Union Pacific . Trail alignment alternatives to the community and City 's commissions for input and feedback on the different alternatives . Upon final comments from City of Cupertino staff, Alta will revise the draft public technical report for trail alignments to reflect all the input received . The final document will be known as the final technical report for the UPRR trail alignment alternatives . Task 4 Deliverables : • Technical report for the UPRR trail alignment alternatives and appendices (administrative draft, public draft, and final) o Document concept trail alignment alternatives o Design considerations o Trail feasibility criteria o Recommendat ion matri x o Recommendations for a preferred alternat ive Task 5. Facilitate Community Outreach and Public Participation Efforts 5.1. Community Outreach Plan Alta will work with the City project manager and key partners to create a deta iled , coordinated plan to inform and involve the public and all partners and stakeholders throughout the trail study . Elements of the outreach plan will be discussed at the project init iation meeting . The plan will then be refined , coordinated with the overall project work plan , and transmitted for review. Key components to be developed include: • Plan of materials to be developed , including public notices , online forum, and email messages • Study messaging to be used throughout outreach materials, including specific messaging for parents and families , and non-English-speaking residents • Materials and communications distribution plan • Outreach Schedule The Outreach Plan will be revised by Alta in response to one set of comments from the City and relevant partners . The final outreach plan will be implemented by Alta in collaboration with the City . We anticipate that the City will assist with mate r ial distribution, including distribution to City channels , including print and electronic med ia and public message boards . 5.2. Community Workshops Alta will work with the City to plan and host up to three (3) engaging , collaborative , and interactive community workshops. Workshop #1 The first workshop will focus on introducing the study, gathering stakeholder feedback on opportunities and constra ints to be explored . This workshop will provide an opportunity to gather early feedback on the project and engage sta keholders at the earliest stages of study development. We envision that the workshop would include multiple stations with maps , diagrams , and other visual materials to help orient attendees to the study area and objectives , with Alta and City staff available to discuss the project and gather feedback . Workshop #2 Work ing with the City , Alta will plan and host a second community workshop at a mid-point of the project to prov ide project updates and solicit add itional feedback from stakeholders . This workshop will focus on presenting the trail des ign and alignment alternatives , study opportunities and constraints , and final evaluation criteria . Attendees will be presented with visual displays that showcase the alternatives , opportunities and cons traints , and provide the contextual information to help them provide informed comments to the proj ect team. Workshop #3 The final community workshop will provide an opportunity to showcase the study findings , including the recommended alignment , design standards , and cost estimates . Alta will work with the City to plan the workshop for dive rse at tendance from stakeholder commu ni ties , including user groups , schoo l commun ities , nearby property owners , and non -English-speaking res idents . The worksho p will be in an open house format , providing an opportunity to drop in , review the study findings and recommendations , and speak with project team staff when convenient to the attendee. Boards and display materials will be highly visual , w ith ma x imum use of graphic repre sentation of materials alongs ide any narrative info rm ation . 5.3. Neighborhood-Specific Working Group Sessions To promote more focused input and engagement, Alta proposes holding neighborhood-specific working group sessions with residents living along the corridor in the following areas : • Stonebridge Community to Creston Drive • Northern end of Madera Drive to Stevens Creek Boulevard • McClellan Road to Rainbow Drive • Rainbow Drive to Prospect Road • Prospect Road to Saratoga-Sunnyvale Road Community Walks Alta proposes holding the first two working group sessions as joint site tours/community walks to identify key conditions and issues in the study area and to establish a shared understanding between the project team and the community (these community walks could be combined with Task 3). The first community walk could be on the northern section (Hammond-Snyder Loop Trail to McClellan Road) and the second on the southern section (McClellan Road to Saratoga-Sunnyvale Road). The sections could also be shortened in length and may be contingent on getting approval from UPRR or other property owners . Alta will provide a base map and background information package for participants . The main purpose of this effort will be an interactive field working session where creative brainstorming can occur and where opportunities and constraints can be better understood. Working Group Sessions Alta will then meet with each working group one time (five meetings total). The first working group session will recap the community walks , describe existing conditions , opportunities , and constraints, and share initial concepts for review and feedback . Revised concepts will be available for feedback at the second and third community workshop . The method for noticing residents will be established in Task 5.1 Community Outreach Plan and may include direct mail and/or online social media such as NextDoor. 5.4. Community Outreach Memo Alta will develop a memo that details the public outreach process, timeline of activities , level of participation , and community feedback . The memo will summarize community input according to common themes expressed by the public and provide documentation of the engagement process through photographs , attendance records , and comment cards or other written remarks . The memo will include an executive summary. 5.5. Graphics/Online Media Alta will develop a logo and design scheme to brand the study process . Alta will develop outreach flyers for each of the three (3) community workshops. Alta will prepare up to twelve (12) visually rich posts to help the City advertise upcoming events or provide updates on the study process via the City's website and social media channels. Task 5 Deliverables : • Community outreach plan • Up to three community workshops • Community walk Uoint working group session) • Up to six neighborhood-specific working group sessions • Community outreach memo • Study logo/brand • Community workshop flyers • Up to twelve update posts for social media/website Task 6. Union Pacific Railroad Trail Feasibility Study Task 6.1. Administrative Feasibility Draft Study Based on the information gathered in Tasks 1-5 , Alta will prepare an administrative draft version of the UPRR Trail Feasibility Study based on the preferred UPRR Trail preferred alignment alternative. Every major chapter and section as well all exhibits and appendices produced will be provided to City of Cupertino staff for review . This will be presented to city staff in the form of an administrative draft trail feasibility study for comments . We will look to the City 's project manager to provide us with one consolidated set of comments for inclusion in the final report. Task 6.2. Public Feasibility Draft Study After initial comments are incorporated , Alta will submit a public draft version of the UPRR Trail Feasibility Study to City staff. We will present the public draft of the UPRR Trail Feasibility Study to the community and City 's Commissions for final input and feedback on the preferred alternative. Task 6.3. Final Feasibility Study Upon final comments from City of Cupertino staff, Alta will revise the public draft version of the UPRR Trail Feasibility Study to reflect all the input received . The final document will be known as the Final UPRR Trail Feasibility Study. Task 6 Deliverables: • UPRR Trail Feasibility Study (administrative draft, public draft and final) Task 7. V1eetings Throughout the duration of this project , the Alta team with be conducting meetings with city staff, local agencies , local businesses, and w ith different communities and neighborhood throughout the UPRR Trail corridor. The following meetings will be lead and administrate by the Alta team: Task 7.1. Project Kick-off Meeting As the first order of work Alta will conduct a project kick-off meeting with City of Cupertino staff and the project team members will take place . Topics for this meeting include review of project goals, key issues and project schedule including task and meeting sequencing , confirm procedures and lines of communication and stakeholders , review and collect available information and review . Task 7.2. City Staff Meetings Monthly, in-person project team meetings will be conducted between the project team and City of Cupertino staff. These meetings will occur throughout the project timeline and are intended to take place in Cupertino . Weekly or bi-weekly project update meetings will be held via telephone , Go To Meeting or similar (based on City of Cupertino 's preference). The Alta team will lead both weekly/bi-weekly and monthly meetings and will prepare the agendas, meeting materials , and meeting minutes . Task 7.3. City Council Meetings/Study Sessions Alta will prepare presentations for a minimum of two City council meetings/study sessions . These meetings/study sessions will serve as an info session for the city council members and an opportunity for them to provide their input. Alta will prepare all associated presentation materials. Task 7.4. Commission Meetings/Study Sessions Alta will lead presentations at a minimum of ten city commission meetings/study sessions for the various applicable City of Cupertino commissions. These meetings/study sessions will serve as an info session for the city commission members and an opportunity for them to provide their input. Alta will prepare all associated presentation materials. To reduce costs associated with this project, Alta and the City of Cupertino will strategize to combine these meetings and hold joint commission meetings to discuss the proposed corridor . Task 7.5. Agency Meetings Alta will lead and administer meetings with each of the following agencies : • UPRR -minimum of four meetings • SCVWD -minimum of four meetings • Santa Clara Valley Transportation Authority-minimum of two meetings • California Department of Transportation (Caltrans) -minimum of three meetings • Pacific Gas & Electric -minimum of one meeting • City of Saratoga -minimum of two meetings • Alta will prepare all associated presentation materials for meetings. Task 7.6. Local Business Meetings Alta will discuss with the City of Cupertino staff to identify the local businesses along Bubb Road that will be affected by the proposed UPRR Trail corridor . Once these businesses are identified, Alta will lead and · administer a minimum of two (2) meetings with each of the businesses to discuss their needs for potential access from their parking lots . Alta will prepare all agenda, associated presentation materials , and meeting minutes following each meeting . Community Outreach Meetings Please refer to Task 5 : Facilitate Community Outreach and Public Participation Efforts for the community outreach meetings plan . Task 7 Deliverables: • Final project scope and work schedule from the project kick-off Meeting • Agendas , meeting materials, and meeting minutes for the City staff meeting·s • Presentation and reports for the City council meetings • Meeting materials and presentations for the City commission meetings • Agendas , meeting materials, and meeting minutes for each of the agency meetings • Agendas, meeting materials, and meeting minutes for each of the local business meetings • Meeting materials and presentations for the community outreach meetings Additional Task Task 8. Boundary and Topographic Survey Ta sk 8.1. Topographic Survey We propose to provide a topographic survey information at a scale of 1" = 20 '. Areas where additional topographic survey information is required will be identified by the Alta team and will typ ically show the location of existing trees, structures , walkways , fences , adjacent roadways , and utility information within the project areas . The location of utility vaults , manholes , catch basins and invert information of storm and sanitary sewers will be shown based upon a fie ld survey. The location of underground utilities lines such as gas , water , electric , and any on-site utilities will be shown based upon available agency records . Mechanical detection of existing utilities is specifically excluded . Task 8.2. Boundary Survey We propose to provide property boundary information where required including tie-in with adjacent streets, curbs , etc . We will show boundary lines , giving length and bearing (including reference on basis) on each straight line ; interior· angles ; radius , point of tangency and length of curved lines. Task 1. Initiation and Project Management 1.1 Project Initiation 1.2 Project Management 2 . Identify Ownerships and Jurisdictions 2.1 Collect Documents 2.2 Review of Documents 2.3 Identify potential constraints/design impacts 3 . Conduct Field Reconnaissance and Existing Facilities Inventory/Analysis 3 .1. Data Collection and Base Mapping 3.2. Site Reconnaissance 3.3 . Opportunity and Constraints Analysis -- 1:.xn1on ts -::scneau1e o, t'enormance Month # (from Notice to Proceed ) 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 I I 11111 11111 -I -4. Develop Trail Alignments and Feasibility Criteria 4 .1. Trail Feasibility Criteria 4.2. Develop Trail Alignments Alternatives and Connection/Crossing Concept Designs 4 .3 . Develop Technical Report for Trail Alignments and Connection/Crossing Concept Designs 5. Facilitate Comm un ity Outreach and~Public Transportation Efforts 5 .1 Community Outreach Plan 5.2 Community Workshops 5.3 Neighborhood-Specific Working Group Sessions 5.4 Community Outreach Memo 5 .5 Graphics/Online Media 6. Union PacificRaiiroad' Feasibility Study 6.1 Administrative Feasibility Draft Study 6 .2 Public Feasibility Draft Study 6 .3 Final Feasiblity Study 7'.°Meetings - 7.1 Project Kick Off Meeting 7.2 City Staff Meetings 7 .3 City Council Meetings/Study Sessions 7.4 Commision Meetings/Study Sessions 7 .5 Agency Meetings 7.6 Local Business Meeti ngs II 111 111 II ---·-- LEGEND I Task Progress X Meeting/ Workshop I Deliverable I Client Review City of Cupertino Cupertino Union Pac ific Railroad Trai l Feasibility Study TASK Exhibit C -Compensation Alta Pla nning + D es ign Assistant Principal-in -Project Project Outreach Senior GIS Charge Manager Manager Lead Planner Designer Engineer Engineer Analyst ~M ~ ----~ ~ Hud son , Ma her , Burc hfield , Kn owles, Lola Tern ey Gord on Cook, PE . Paull Robin son Sand is Biotic 2-Person Principal-in -Project Project CAD Senior Project Survey Charge Manager Engineer Drafter Surveyor Surveyor Crew Biologist Ron Sanzo. Bru ce Jenner Co lin J ~elly TBD TBD Kathlee n PE . TE Davis. PE Philips Findl ay O nson , Lyon s $265 $2 00 $133 $175 $11 2 $105 $1 45 $112 $105 $200 $165 $140 $105 $175 $140 $295 $14 5 T ask Total Task Hours Fee 1. Initiation and Project Management O 34 64 16 4 O 12 O O O O O O O O O 4 134 $2 0,880 1.1 Project Initiation 4 4 4 4 4 4 24 $3,640 1.2ProjectManagement 30 60 12 8 11 0 $17 ,240 2 . Ident ify Ownerships and Jurisdictions ,::::; O 4 10 O O 16 10 O 24 14 22 O O 28 64 0 0 192 $28,070 2.1 Co ll ect Documents 2 4 8 8 16 2 2 4 16 62 $8,282 2.2 Review of Documents 2 4 8 2 8 4 8 20 40 96 $14,122 2.3 Id entify potential constraints/design impacts 2 8 12 4 8 34 $5,666 3. c_o_n_duct Field Reconnai~sance and Existing O 5 24 14 20 36 28 16 36 3 8 20 0 0 0 0 30 240 $3 1 ,364 Facrhtres lnventorv/Anatvsrs 3.1 . Data Collection and Base Ma ppin g 1 8 2 16 8 4 12 1 4 4 6 66 $8.452 3.2. Site Reco nn aissance 2 8 4 4 4 4 4 8 8 12 58 $7 ,760 3.3.0pportunityandConstraintsAnalys is 2 8 8 16 16 16 8 16 · 2 4 8 12 116 $15,152 4 . ~e~elop Trail Alignments and Feasibility l 6 6 36 24 36 48 24 6 12 0 0 0 0 0 0 0 0 198 $26 ,262 Cntena 4.1.TrailFeasibilityCriteri a 2 2 12 8 12 16 8 2 12 74 $9.594 4.2 . Dev~lop Trail .Alig nments Altei:natives and 2 2 12 8 12 16 8 2 62 $8,334 Connect,on/Crossrnq Concept Des1qns 4.3. De~elop Technical Report for.Trail Alignments and 2 2 12 8 12 16 8 2 62 $8,334 Con nect1o n/Cross1nq Concept Des1qns 5. Facilitate Community Outreach and Public O 26 30 50 110 32 4 16 0 0 0 -0 0 0 0 0 0 268 $35,992 Partrcrcatron Efforts 5.1 Community Outreach Plan 2 2 4 8 16 $2,262 5.2 Community Workshops 12 12 18 40 4 16 102 $13,998 5 .3 Neighborhood-Specific Working Group Sessions 8 16 24 30 78 $11,288 5.4 Community Outreach Memo 2 4 16 2 24 $3,102 5.5 Graphics/Online Media 2 16 30 48 $5,342 6. Union Pacific Railroad Trail Feasi!!i lity Study 4 24 32 36 30 48 48 30 O O O O O O O O 3 255 $35,571 6.1Admini stra ti veFeasibi lityDraftStudy 2 8 12 12 10 16 16 10 86 $12,066 6.2 Public Feasibility Draft Study 8 12 12 10 16 16 10 2 86 $11 ,826 6.3 FinalFeasiblityStudy 2 8 8 12 10 16 16 10 1 83 $11,679 7. Meetings _._,. -~"·-· _. I O 16 76 32 16 o 24 8 O O 16 O O O O O O 188 $27 ,71 6 7.1 Project Kick Off Meeting 4 4 4 12 $2,032 7.2 City Staff & Team Meeting s 4 16 8 8 36 $5.488 7.3 City Council & Commission Meetings/Study Sessions 2 8 8 8 4 30 $4 ,34 0 7.4 Commision Meetin gs/Stud y Sessions 2 20 12 8 8 8 58 $8,112 7.5 Agency Meetings 2 16 4 16 38 $5,748 7.6 Local Busi ness Meetings 2 12 14 $1,996 Additional Tasks 8. Boundary and Topographic Surv ey I 1 1 8 O O O 8 O O 3 8 4 70 24 48 86 0 261 $48,809 8.1 Topographic Survey 1 1 8 8 1 4 4 54 4 8 54 147 $27 ,529 8.2 Bounda Surve 2 4 16 20 40 32 114 $21,280 Staff Hours 10 115 272 172 216 180 150 76 72 17 46 20 O 28 64 0 37 1736 $254,664 Reimbursable Expenses & Travel $5,225 Project Total without Additional Task 8 $2,650 $23,000 $36.176 $30.100 $24.192 $18,900 $21,750 $8,512 $7,560 $3.400 $7,590 $2,800 $0 $4,900 $8,960 $0 $5,365 $211 ,080 Project Total with Additional Task 8 $259,889 GENERAL NOTES: • Hours and staff assignments can be adjusted by the consu lta nt as needed to Implem ent the ta sks described during the course of the project. EXIDBITD Insurance Requirements Design Professionals & Consultants Contracts Consultant shall procure p1ior to commencement of Services and maintain for the duration of the contract, at its own cost and expense, the following insurance policies and coverage with companies doing business in California and acceptable to City. INSURANCE POLICIES AND MINIMUMS REQUIRED l. Commercial General Liability (CGL) for bodily injury, prope1ty damage, personal injmy liability for premises operations, products and completed operations, contractual liability, and personal and adve1tising injury with limits no less than $2,000,000 per occmTence (ISO F01m CG 00 01). If a general aggregate limit applies, either the general aggregate limit shall apply separately to this project/location (ISO Fo1m CG 25 03 or 25 04) or it shall be twice the required occurrence limit. a . It shall be a requirement that any available insurance proceeds broader than or in excess of the specified minimum insurance coverage requirements and/or limits shall be made available to the Additional Insured and shall be (i) the minimum coverage/limits specified in this agreement; or (ii) the broader coverage and maximum limits of coverage of any insurance policy, whichever is greater. b . Additional Insured coverage under Consultant's policy shall be "primaiy and non-contributo1y," will not seek contribution from City's insurance/self-insurance, and shall be at least as broad as ISO F01m CG 20 01 (04/13). c. The limits of insurance required may be satisfied by a combination of primary and umbrella or excess insurance, provided each policy complies with the requirements set fo1th in this Contract. Any umbrella or excess insurance shall contain or be endorsed to contain a provision that such coverage shall also apply on a primaiy and non-cont1ibut01y basis for the benefit of City before the City 's own insurance or self-insurance shall be called upon to protect City as a named insured . 2. Automobile Liability: ISO CA 00 01 covering any auto (including owned, hired, and non-owned autos) with limits no less than $1,000,000 per accident for bodily injury and property damage. 3. Workers' Compensation: As required by the State of California, with Statut01y Limits and Employer's Liability Insurance of no less than $1,000,000 per occmTence for bodily injury or disease . D Not required. Consultant has provided written verification of no employees. 4. Professional Liability for professional acts, errors and omissions , as appropriate to Consultant's profession, with limits no less than $2,000,000 per occmTence or $2,000 ,000 aggregate . If written on a claims made fo1m: a. The Retroactive Date must be shown and must be before the Effective Date of the Contract. b . Insurance must be maintained for at least five (5) years after completion of the Services. c. If coverage is canceled or non-renewed, and not replaced with another claims-made policy fo1m with a Retroactive Date prior to the Contract Effective Date , the Consultant must purchase "extended repotting" coverage for a minimum of five (5) years after completion of the Services . OTHER INSURANCE PROVISIONS The aforementioned insurance shall be endorsed and have all the following conditions and provisions : Exh. D-In surance R equirem ents for D es ign Profess ionals & Consu ltants Contracts Form Updated Feb . 20 18 1 Additional Insured Status The City of Cupe11ino, its City Counci l, officers , officials, emp lo yees, agents, servants and vo lunteers ("Additional Insureds ") are to be covered as additional insureds on Consultant's CGL policy. General Liability coverage can be provided in the form of an endorsement to Consultant 's insurance (at least as broad as ISO Fo1m CG 20 10 (11/ 85) or both CG 20 10 and CG 20 37 fmms , iflater editions are used). Primary Coverage Coverage afforded to City/Additional Insureds shall be primaiy insurance. Any insurance or self-insurance maintained by City, its officers , officials, employees, or volunteers shall be excess of Consultant 's in surance and shall not contiibute to it. Notice of Cancellation Each insurance policy shall state that coverage shall not be canceled or allowed to expire , except with written notice to City 30 days in advance or 10 days in advance if due to non-payment of premiums. Waiver of Subrogation Consultant waives any right to subrogation against City/ Additional Insureds for recove1y of damages to the extent said losses are covered by the insurance policies required herein. Specifically , the Workers ' Compensation policy shall be endorsed with a waiver of subrogation in favor of City for all work perfmmed by Consultant, its emp loyees, agents and subconsultants. This provision applies regardless of whether or not the City has received a waiver of subrogation endorsement from the insurer. Deductibles and Self-Insured Retentions Any deductible or self-insured retention must be declared to and approved by the City . At City 's option , either: the insurer must reduce or eliminate the deductible or self-insured retentions as respects the City/ Additional Insureds; or Consultant must show proof of ability to pay losses and costs related investigations, claim administration and defense expenses. The policy shall provide, or be endorsed to provide, that the self-insured retention may be satisfied by either the insured or the City. Acceptability of Insurers Insurers must be licensed to do business in California with an A.M . B est Rating of A-VII , or better. Verification of Coverage Consultant must furnish acceptable insurance ce11ificates and mandato1y endorsements ( or copies of the policies effecting the coverage required by this Contract), and a copy of the Declarations and Endorsement Page of the CGL policy listing all policy endorsements prior to commencement of the Contract. City retains the right to demand verification of compliance at any time during the Contract te1m. Subconsultants Consultant shall require and verify that all subconsultants maintain insurance that meet the requirements of this Contract, including naming the City as an additional insured on subconsultant's insurance policies. Higher Insurance Limits If Consultant maintains broader coverage and/or higher limits than the minimums shown above, City shall be entitled to coverage for the higher insurance limits maintained by Consultant. Adequacy of Coverage City reserves the right to modify these insurance requirements/coverage based on the nature of the risk , prior experience , insurer or other special circumstances , with not less than ninety (90) days prior written notice. Ex h. D-In s uran ce Requirements f or D es ig n Profess ionals & Con s ulta nts Con tra cts Fo rm Updated F eb. 20 18 2 Client#· 835015 ALTAPLAN ACORD™ CERTIFICATE OF LIABILITY INSURANCE I DATE (MM/DD/YYYY) 9/01/2017 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. THI S 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 an d 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 2f~i~cT Lori Andrews USI Northwest CL 1 F.t8NJ0 Extl: 503 299-4346 / rffc. Nol: 610 362-8130 700 NE Multnom a h, Su ite 1300 .tiMl~~ss: lori.andrews@usi.com Portland, OR 97232 INSURER(S) AFFORDING COVERAGE NAIC# 503 224-8390 INSURER A: Hartford Casualty Insurance Com 29424 INSURED INSURER B : SAIF Corporation 36196 Alta Planning + Design, Inc. INSURER c: Hartford Fire Insurance Company 19682 71 ·1 SE Grand Avenue INSURER D : Continental Casualty Company 20443 Portland, OR 97214 INSURER E : INSURER F: COVERAGES CERTIFICATE NUMBER: 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 IND ICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICA TE M AY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS , EXCLUSIONS AN D CONDITIONS OF SUCH POLICIES . LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. INSR TYPE OF INS URA NCE ADDL SUBR POLICY EFF POLICY EXP LIMITS LTR INSR WVD POLICY NUMBER IMM/DD/YYYYl IMM/DD/YYYYl A X COMMERCIAL GENERAL LIABILITY 52UUNHB2172 ~9 /01/2017 09/01/201B EACH OCCURR ENCE s1 000,000 ~ ~ CLA IMS -MA DE [!] OCCUR ~~~tff.~m~~~~J>ence) s300 000 ~ MED EXP (Any one person) s10 000 PERSONAL & ADV INJURY s1,000,000 - GEN'L AGGREGATE LI MIT APPLIES PER: GENERAL AGGREGAT E s2,000,000 ~ [!] PRO-DLOC s2,000,000 POLICY JEC T PRODUCTS -COMP/OP AGG OT HER: $ A AUTOMOBIL E LIABILITY 52UUNHB2172 09/01/2017 09/01/20H COMBINED SIN GLE LIMIT s1,000,000 /Ea accide nt\ ~ X ANYAUTO BODILY INJURY (Per person ) s ~ AL L OWNED -SCHEDULED BODILY INJURY (Per accident) $ ~ AUTOS AUTOS X X NON-OWNED rp~~~Zc~d~t?AMAGE $ HIRED AUTO S AU TOS ~ $ A ~ UMB RE LLA LIAB ~ OCCUR 52XHUHB1180 09/01/2017 091011201a EACH OCCURRENCE s5 000 000 EXCESS LIAB CLAIMS -MADE AGGREGATE s5 000 000 DED I xi RETENT10N s10000 $ B WORKERS COM PENSATION 771940 09/01 /2017 09101 1201a X /~¥fwT~ I l ~JH- AND EMPLOYE RS' LIABILITY C YIN 52WEAA61PB 09/01/2017 09101 1201a s1 000 000 ANY PROPRIETO R/PARTNER/EXECUTIVE D E.L. EACH ACCIDENT OFFICER/MEMBER EXCLUDED? N/A (Mandatory in NH) WA Stop Gap-EL E.L. DISEASE -EA EMPLOYEE s1,000 ,000 If yes , describe under OH Stop Gap-EL E.L. DISEASE -POLICY LIMIT s1,000,000 DESCRIPTION OF OP ERATIONS bel ow D Professional MCH114135257 ~9/01/2017 09/01/201 S $4,000,000 Per Claim Liabil ity $4,000,000 Aggregate DESCRIPTIO N OF OPERAT IONS/ LOCATIONS/ VEHICLES (ACORD 101, Additional Remarks Schedule, may be attached if more space Is req uired) RE: Project# & Name: 00-2017-271, Cupertino, CA UPRR Trail Feasibility Study. City of Cupertin o, its city council, boards, commissions, officers, officials, employees, and volunteers are included (as Additional Insured for General Liabilitv and Auto Liability as reguired in a written'; contract or a greement and to extent ~rovided by attached endorsements HG0001 06/05 and HA99190910. Coverage applies on a primary and non contributory basis when required by written contract or agreement. Waiver of (See Attache d Descriptions) CERTIFICATE HOLDER CANCELLATION City of Cupertino SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN 10300 Torre Ave. ACCORDANCE WITH THE POLICY PROVISIONS . Cupertino, CA 95014 AUTHORIZED REPRESENTATIVE I ~~ © 1988-2014 ACORD CORPORATION. All rights reserved. ACORD 25 (20 14/01) 1 of 2 The ACORD name and logo are reg istered marks of ACORD #S21425418/M21422456 SRNZP DESCRIPTIONS (Continued from Page 1) Subrogation is provided when agreed in a written contract or agreement as provided by attached forms HG0001 06/05, HA99190910, and WC040306. SAGITTA 25.3 (2014/01) 2 of 2 #S21425418/M21422456 COMMERCIAL GENERAL LIABILITY COVERAGE FORM Various provisions in this policy restrict coverage. Read the entire policy carefully lo determine rights, duties and what is and is not covered . Throughout this policy the words "you" and "your" refer to the Named Insured shown in the Declarations, and any other person or organization qualifying as a Named Insured under this policy . The words "we", "us" and "our" refer to the stock insurance company member of The Hartford providing this insurance . The word "insured" means any person or organization qua lifying as such under Section II-Who Is An Insured . Other words and phrases that appear in quotation marks have special mean ing. Refer to Section V-Definitions. SECTION I -COVERAGES COVERAGE A BODILY INJURY AND PROPERTY DAMAGE LIABILITY 1 . Insuring Agreement a. We will pay those sums that the insured becomes legally obligated to pay as damages because of "bodily injury" or "property damage" to which this insurance applies. We will have the right and duty to defend the insured against any "suit" seeking those damages . However , we will have no duty to defend the insured against any "suit" seeking damages for "bod ily injury" or "property damage" to which this insurance does not apply. We may , at our discretion, investigate any "occurrence" and settle any claim or "suit" that may result. But (1) The amount we will pay for damages is limited as described in Section Ill -Limits Of Insurance ; and (2) Our right and duty to defend ends when we have used up the applicable limit of insurance in the payment of judgments or settlements under Coverages A or B or medical expenses under Coverage C. No other obligation or liability to pay sums or perform acts or services is covered unless exp licitly provided for under Supp lementary Payments - Coverages A and B. b. This insurance applies to "bodily injury" and "property damage" only if: (1) The "bodily injury" or "property damage" is caused by an "occurrence" that takes place in the "coverage territory"; HG 00 010605 (2) The "bodily injury" or "property damage" occurs during the policy period ; and (3) Prior to the policy period, no insured listed under Paragraph 1. of Section II -Who Is An Insured and no "employee" authorized by you to give or receive notice of an "occurrence" or claim , knew that the "bodily injury" or "property damage" had occurred, in whole or in part . If such a listed insured or authorized "employee" knew, prior to the policy period , that the "bodily injury" or "property damage" occurred, then any continuation , change or resumption of such "bod ily injury" or "property damage" during or after the policy period will be deemed to have been known prior to the policy period . c. "Bodily injury" or "property damage" will be deemed to have been known to have occurred at the earliest time when any insured listed under Paragraph 1. of Section II -Who Is An Insured or any "employee" authorized by you to give or receive notice of an "occurrence" or claim : (1) Reports all, or any part , of the "bodily injury" or "property damage" to us or any other insurer; (2) Rece ives a written or verbal demand or claim for damages because of the "bod ily injury" or "property damage"; or (3) Becomes aware by any other means that "bodily injury" or "property damage" has occurred or has begun to occur. d. Damages because of "bodily injury" include damages claimed by any person or organization for care , loss of services or death resulting at any time from the "bodily injury". e. Incidental Medical Malpractice (1) "Bodily injury" aris ing out of the rendering of or failure to render professional health care services as a physician, dentist , nurse , emergency medical technician or paramedic shall be deemed to be caused by an "occurrence", but only if: (a) The physician, dentist, nurse, emergency medical technician or paramedic is employed by you to provide such services ; and (b) You are not engaged in the business or occupation of providing such services . Page 1 of 18 © 2005 The Hartford (Includes copyrighted material of Insurance Services Office, Inc . with its permission.) (2) For the purpose of determining the limits of insurance for incidental medical malpractice, any act or omission together with all related acts or omissions in the furnishing of these services to any one person will be considered one "occurrence". 2. Exclusions This insurance does not apply to: a. Expected Or Intended Injury "Bodily injury" or "property damage" expected or intended from the standpoint of the insured. This exclusion does not apply to "bodily injury" or "property damage" resulting from the use of reasonable force to protect persons or properly. b. Contractual Liability "Bodily injury" or "property damage" for which the insured is obligated to pay damages by reason of the assumption of liabil ity in a contract or agreement. This exclusion does not apply to liability for damages: (1) That the insured would have in the absence of the contract or agreement; or (2) Assumed in a contract or agreement that is an "insured contract", provided the "bodily injury" or "property damage" occurs subsequent to the execution of the contract or agreement. Solely for the purposes of liability assumed in an "insured contract", reasonable attorney fees and necessary litigation expenses incurred by or for a party other than an insured are deemed to be damages because of "bodily injury" or "property damage", provided : (a) Liability to such party for, or for the cost of, that party's defense has also been assumed in the same "insured contract"; and (b) Such attorney fees and litigation expenses are for defense of that party against a ci vii or alternative dispute resolution proceeding in which damages to which this insurance applies are alleged . c. Liquor Liability "Bodily injury" or "property damage" for wh ich any insured may be held liable by reason of: (1) Causing or contributing to the intoxication of any person; (2) The furn ish ing of alcoholic beverages to a person under the legal drinking age or under the influence of alcohol; or (3) Any statute, ordinance or regulation relating to the sale, gift, distribution or use of alcoholic beverages . This exclusion applies only if you are in the business of manufacturing, distributing, selling, serving or furnishing alcoholic beverages. Page 2 of 18 d. Workers' Compensation And Similar Laws Any obligation of the insured under a workers' compensation, disab ili ty benefits or unemployment compensation law or any similar law. e. Employer's Liability "Bodily injury" to : (1) An "employee" of the insured arising out of and in the course of: (a) Emp loyment by the insured; or (b) Performing duties related to the conduct of the insured's business; or (2) The spouse , child, parent, brother or sister of that "employee" as a consequence of Paragraph (1) above. This exclusion applies: (1) Whether the insured may be liable as an employer or in any other capacity ; and (2) To any obligation to share damages with or repay someone else who must pay damages because of the injury . This exclusion does not apply to liability assumed by the insured under an "insured contract". f. Pollution (1) "Bodily injury" or "property damage" arising out of the actual, alleged or threatened discharge, dispersal , seepage, migration, release or escape of "pollutants": (a) At or from any premises, site or location which is or was at any time owned or occupied by , or rented or loaned to , any insured . However, this subparagraph does not apply to: (i) "Bodily injury" if sustained within a building and caused by smoke , fumes, vapor or soot produced by or originating from equipment that is used to heat, cool or dehumidify the bu il ding , or equipment that is used to heat water for persona l use, by the building's occupants or their guests; (ii) "Bodily injury" or "property damage" for which you may be held liable , if you are a contractor and the owner or lessee of such premises, site or location has been added to your policy as an additional insured with respect to your ongoing operations performed for that additional insured at that premises, site or location and such prem ises, site or location is not and never was owned or occupied by , or rented or loaned to, any insured, other than that additional i nsured; or HG 00 010605 (iii) "Bodily injury" or "property damage" arising out of heat, smoke or fumes from a "hostile fire"; {b) At or from any premises, site or locat ion which is or was at any time used by or for any insured or others for the handling, storage , disposal, processing or treatment of waste; {c) Which are or were at any time transported, handled, stored, treated, disposed of, or processed as waste by or for : (i) Any insured; or (ii) Any person or organization for whom you may be legally responsible; (d) At or from any premises, site or location on which any insured or any contractors or subcontractors working directly or indirectly on any insured's behalf are performing operations if the "pollutants" are brought on or to the premises, site or location in connection with such operations by such insured , contractor or subcontractor. However, this subparagraph does not apply to : (i) "Bod ily injury" or "property damage" arising out of the escape of fuels, lubricants or other operating fluids which are needed to perform the normal electrical , hydraulic or mechanical functions necessary for the operation of "mobile equipment" or its parts, if such fuels, lubricants or other operating fluids escape from a vehicle part designed to hold , store or receive them . This except ion does not apply if the "bodily injury" or "property damage" arises out of the intentional discharge, dispersal or release of the fuels, lubricants or other operating fluids, or if such fuels, lubricants or other operating fluids are brought on or to the premises, site or location with the intent that they be discharged, dispersed or released as part of the operations being performed by such insured, contractor or subcontractor; (ii) "Bodily injury" or "property damage" sustained within a building and caused by the release of gases, fumes or vapors from materials brought into that building in connection with operations being performed by you or on your behalf by a contractor or subcontractor ; or (iii) "Bodily injury" or "property damage" arising out of heat, smoke or fumes from a "hostile fire"; or HG 00 010605 (e) Al or from any premises, site or location on which any insured or any contractors or subcontractors working directly or indirectly on any insured's behalf are performing operations if the operations are to test for, monitor, clean up, remove, contain, treat, detoxify or neutralize, or in any way respond to, or assess the effects of, "pollutants". (2) Any loss, cost or expense arising out of any : (a) Request, demand, order or statutory or regulatory requirement that any insured or others test for, monitor, clean up, remove, contain, treat, detoxify or neutralize, or in any way respond to, or assess the effects of, "pollutants"; or (b) Claim or suit by or on behalf of a governmental authority for damages because of testing for, monitoring, cleaning up, remov ing, containing, treating, detoxifying or neutralizing, or in any way responding to, or assessing the effects of, "pollutants". However , this paragraph does not apply to liability for damages because of "property damage" that the insured would have in the absence of such request, demand, order or statutory or regulatory requirement, or such claim or "suit" by or on behalf of a governmental authority. g. Aircraft, Auto Or Watercraft "Bodily injury" or "property damage" arising out of the ownership, maintenance, use or entrustment to others of any aircraft, "auto" or watercraft owned or operated by or rented or loaned to any insured . Use includes operation and "loading or unloading". This exclusion applies even if the claims against any insured allege negligence or other wrongdoing in the supervision, hiring, employment, training or monitoring of others by that insured, if the "occurrence" which caused the "bodily injury" or "property damage" involved the ownership, maintenance, use or entrustment to others of any aircraft, "auto" or watercraft that is owned or operated by or rented or loaned to any insured. This exclusion does not apply to: (1) A watercraft while ashore on premises you own or rent; (2) A watercraft you do not own that is: (a) Less than 51 feet long; and (b) Not being used to carry persons for a charge; (3) Parking an "auto" on, or on the ways next to, premises you own or rent, provided the "auto" is not owned by or rented or loaned to you or the insured; Page 3 of 18 {4) Liability assumed under any "insured contract" for the ownership , maintenance or use of aircraft or watercraft; {5) "Bodily injury" or "properly damage" aris ing out of the operation of any of the equipment listed in Paragraph f.{2) or f.{3) of the definition of "mobile equipment"; or {6) An aircraft that is not owned by any insured and is hired, chartered or loaned with a paid crew . However, this exception does not apply if the insured has any other insurance for such "bodily injury" or "properly damage", whether the other insurance is primary , excess, contingent or on any other basis. h. Mobile Equipment "Bodily injury" or "property damage" arising out of: {1) The transportation of "mobile equipment" by an "auto" owned or operated by or rented or loaned lo any insured; or {2) The use of "mobile equipment" in, or while in practice for, or while being prepared for , any prearranged racing, speed , demolition , or stunting activity . i. War "Bodily injury" or "property damage", however caused, arising, directly or indirectly, out of: {1) War, including undeclared or civil war; {2) Warlike action by a military force, including action in hindering or defending against an actual or expected attack, by any government, sovereign or other authority using military personnel or other agents; or {3) Insurrection, rebellion, revolution, usurped power, or action taken by governmental authority in hindering or defending against any of these. j. Damage To Property "Property damage" to: {1) Property you own, rent, or occupy, including any costs or expenses incurred by you, or any other person, organization or entity , for repair, replacement, enhancement , restoration or maintenance of such property for any reason, including prevent ion of injury to a person or damage to another's property; {2) Premises you sell, give away or abandon, if the "property damage" arises out of any part of those premises; {3) Property loaned to you; {4) Personal property in the care, custody or control of the insured ; {5) That particular part of real property on which you or any contractors or subcontractors Page 4 of 18 working directly or indirectly on your behalf are performing operations, if the "property damage" arises out of those operations; or (6) That particular part of any property that must be restored, repaired or replaced because "your work" was incorrectly performed on it. Paragraphs (1), (3) and (4) of this exclusion do not apply to "property damage" (other than damage by fire) to premises , including the contents of such premises, rented to you for a period of 7 or fewer consecutive days . A separate lim it of insurance applies to Damage To Premises Rented To You as described in Section Ill -Limits Of Insurance. Paragraph (2) of this exclusion does not apply if the premises are "your work" and were never occupied, rented or held for rental by you. Paragraphs (3) and (4) of this exclus ion do not apply to "property damage" arising from the use of elevators. Paragraphs {3), (4), (5) and (6) of this exclusion do not apply to liability assumed under a sidetrack agreement. Paragraphs (3) and (4) of this exclus ion do not apply to "property damage" to borrowed equipment while not being used to perform operations at the job site. Paragraph {6) of this exclusion does not apply to "property damage" included in the "products- completed operations hazard". k. Damage To Your Product "Property damage" to "your product" arising out of ii or any part of it. I. Damage To Your Work "Property damage" to "your work" arising out of it or any part of it and included in the "products- completed operations hazard". This exclusion does not apply if the damaged work or the work out of which the damage arises was performed on your behalf by a subcontractor. m. Damage To Impaired Property Or Property Not Physically Injured "Property damage" lo "impaired property" or property that has not been physical ly injured, arising out of: (1) A defect, deficiency, inadequacy or dangerous condition in "your product" or "your work"; or (2) A delay or failure by you or anyone acting on your behalf to perform a contract or agreement in accordance with its terms . This exclusion does not apply to the loss of use of other property arising out of sudden and accidental physical injury to "your product" or "your work" after it has been put to its intended use . HG 00 010605 n. Recall Of Products, Work Or Impaired Property Damages claimed for any loss , cost or expense incu rred by you or others for the loss of use, withdrawal, recall , inspection, repair, replacement , adjustment , removal or disposal of: {1) "Your product"; {2) ''Your work"; or {3) "Impaired property"; if such product , work, or property is withdrawn or recalled from the market or from use by any person or organization because of a known or suspected defect, deficiency, inadequacy or dangerous condition in it. o. Personal And Advertising Injury "Bodily injury" arising out of "personal and advertising injury". p. Electronic Data Damages arising out of the loss of, loss of use of, damage lo, corruption of, inability lo access , or inability to manipulate electronic data. As used in this exclusion , electronic data means information , facts or programs stored as or on , created or used on, or transmitted lo or from computer software, including systems and applications software , hard or floppy disks , CD- ROMS , tapes, drives , cells, data processing devices or any other media which are used with electronically controlled equipment. q. Employment-Related Practices "Bodily injury" to: {1) A person arising out of any "employmenl- re lated practices"; or (2) The spouse , child, parent, brother or sister of that person as a consequence of "bodily injury" to that person at whom any "employmenl- related practices" are directed . This exclusion applies : (1) Whether the insured may be liable as an employer or in any other capacity ; and (2) To any obligation to share damages with or repay someone else who must pay damages because of the injury . r. Asbestos (1) "Bodily injury" or "property damage" arising out of the "asbestos hazard". (2) Any damages, judgments , settlements , loss , costs or expenses that: (a) May be awarded or incurred by reason of any claim or suit alleg ing actual o r threatened injury or damage of any nature or HG 00 010605 kind to persons or property which would not have occurred in whole or in part but for the "asbestos hazard"; {b) Arise out of any request, demand , order or statutory or regulatory requirement that any insured or others test for, monitor, clean up, remove, encapsulate, contain, treat, detoxify or neutralize or in any way respond to or assess the effects of an "asbestos hazard"; or (c) Arise out of any claim or suit for damages because of testing for, monitoring, cleaning up , removing, encapsulating, containing, treating, detoxifying or neutralizing or in any way responding to or assessing the effects of an "asbestos hazard". Damage To Premises Rented To You -Exception For Damage By Fire, Lightning Or Explosion Exclusions c. through h. and j. through n. do not apply to damage by fire, lightning or explosion to premises wh ile rented to you or temporarily occupied by you with permission of the owner. A separate limit of insurance applies to this coverage as described in Section Ill - Limits Of Insurance . COVERAGE B PERSONAL AND ADVERTISING INJURY LIABILITY 1. Insuring Agreement a. We will pay those sums that the insured becomes legally obligated to pay as damages because of "personal and advertising injury" to which this insurance applies. We will have the right and duty to defend the insured against any "suit" seeking those damages. However, we will have no duty to defend the insured against any "suit" seeking damages for "personal and advert ising injury" to which this insurance does not apply . We may, at our discretion, investigate any offense and settle any claim or "suit" that may result. But: (1) The amount we will pay for damages is limited as described in Section Ill -Limits Of Insurance ; and (2) Our right and duty to defend end when we have used up the applicable limit of insurance in the payment of judgments or settlements under Coverages A or B or medical expenses under Coverage C. No other obligation or liability to pay sums or perform acts or seNices is covered unless explicitly provided for under Supplementary Payments - Coverages A and B. b. This insurance applies to "personal and advertising injury" caused by an offense arising out of your business but only if the offense was committed in the "coverage terr itory" during the policy period . Page 5 of 18 2. Exclusions This insurance does not apply to : a. Knowing Violation Of Rights Of Another "Personal and advertising injury" arising out of an offense committed by, at the direction or with the consent or acquiescence of the insured with the expectation of inflicting "personal and advertis ing inj ury". b. Material Published With Knowledge Of Falsity "Personal and advert ising injury" arising out of ora l, written or electronic publication of material , if done by or at the direction of the insured with knowledge of its fa lsity . c. Material Published Prior To Policy Period "Personal and advertising injury" arising out of oral, written or electronic publicat ion of material whose first publication took place before the beginning of the policy period . d. Criminal Acts "Personal and advertising injury" arising out of a criminal act committed by or at the direction of the insured . e. Contractual Liability "Personal and advertising injury" for which the insured has assumed liability in a contract or agreement. This exclusion does not apply to liability for damages that the insured wou ld have in the absence of the contract or agreement. f. Breach Of Contract "Personal and advertising injury" arising out of a breach of contract, except an implied contract to use another's "advertis ing idea" in your "advertisement". g. Quality Or Performance Of Goods -Failure To Conform To Statements "Personal and advertising injury" arising out of the failure of goods , products or serv ices to conform with any statement of quality or performance made in your "advertisement". h. Wrong Description Of Prices "Personal and advertising inju ry" ar ising out of the wrong description of the price of goods, products or services . i. Infringement Of Intellectual Property Rights "Personal and advertising injury" arising out of any violation of any intellectual property rights such as copyright , patent , trademark , trade name, trade secret , service mark or other des ignation of origin o r authent icity. However, this exclusion does not apply to i nfringement , in you r "advertisement", of: (1) Copyright; Page 6 of 18 (2) Slogan , unless the slogan is also a trademark , trade name , service mark or other des ignation of origin or authenticity; or (3} Title of any literary or artistic work . j. Insureds In Media And Internet Type Businesses "Personal and advertising inj ury" comm itte d by an insured whose business is: (1) Advertis ing, broadcasting , publishing or te lecasting ; (2) Des igning or determ ining content of web sites for others ; or (3} An Internet search , access , content or service provider. However, this exclusion does not apply to Paragraphs 17.a., b. and c. of "personal and advertising injury" under the Definitions Section . For the purposes of this exclus ion, plac ing an "advertisement" for or linking to others on your web site , by itself , is not considered the business of advertising, broadcasting , publishing or telecast ing . k. Electronic Chatrooms Or Bulletin Boa rds "Personal and advertising injury" ari sing out of an electronic chatroom or bulletin board the insured hosts, owns , or over which the insured exercises control. I. Unauthorized Use Of Another's Name Or Product "Personal and advertis ing injury" aris ing out of the unauthorized use of another's name or product in your e-mail address , doma in name or metatags , or any othe r simila r tactics to mis lead another's potentia l customers. m. Pollution "Personal and advert ising injury" arising out of the actual , alleged or threatened discharge , dispersal, seepage, migration , release or escape of "pollutants" at any time . n. Pollution-Related Any loss, cost or expense arising out of any : (1} Request, demand , order or statutory or regulatory requ i rement that any i nsu red or others test for , monitor , c lean up, remove , contain, treat, detoxify or neut ral ize , or in any way respond to , or assess the effects of, "pollutants"; or (2} Cla im or suit by or on behalf of a governmental authority for damages because of test ing for , monitoring , cleaning up , removing, containing , treating , detoxifying or neutra lizing, or in any way responding lo , or assessing the effects of, "pollutants". HG 00 010605 o. War "Personal and advertising injury", however caused, arising, directly or indirectly, out of: {1) War, including undeclared or civil war; (2) Warlike action by a military force, including action in hindering or defending against an actual or expected attack, by any government, sovereign or other authority using military personnel or other agents; or {3) Insurrection, rebellion, revolution, usurped power, or action taken by governmental authority in hindering or defending against any of these . p. Internet Advertisements And Content Of Others "Personal and advertising injury" arising out of: {1) An "advertisement" for others on your web site ; {2) Placing a link to a web site of others on your web site; {3) Content, induding information, sounds, text, graphics, or images from a web site of others displayed within a frame or border on your web site; or {4) Computer code , software or programming used to enable : {a) Your web site; or {b) The presentation or functionality of an "advertisement" -or other content on your web site. q. Right Of Privacy Created By Statute "Personal and advertising injury" arising out of the violation of a person's right of privacy created by any state or federal act. However, this exclusion does not apply to liability for damages that the insured would have in the absence of such state or federal act. r. Violation Of Anti-Trust law "Personal and advertising injury" arising out of a violation of any anti-trust law. s. Securities "Personal and advertising injury" arising out of the fluctuation in price or value of any stocks, bonds or other securities . t. Discrimination Or Humiliation "Personal and advertising injury" ans,ng out of discrimination or humiliation committed by or at the direction of any "executive officer", director, stockholder, partner or member of the insured . u. Employment-Related Practices "Personal and advert ising injury" to : {1) A person arising out of any "employment- related practices"; or HG 00 010605 {2) The spouse , child, parent, brother or sister of that person as a consequence of "personal and advertising injury" to that person at whom any "employment-related practices" are directed . This exclusion applies: {1) Whether the insured may be liable as an employer or in any other capacity; and {2) To any obligation to share damages with or repay someone else who must pay damages because of the injury. v. Asbestos {1) "Personal and advertising iriury" arising out of the "asbestos hazard". (2) Any damages, judgments, settlements, loss, costs or expenses that: (a) May be awarded or incurred by reason of any claim or suit alleging actual or threatened injury or damage of any nature or kind to persons or property which wou Id not have occurred in whole or in part but for the "asbestos hazard"; {b) Arise out of any request, demand , order or statutory or regulatory requirement that any insured or others test for, monitor, clean up , remove, encapsulate, contain , treat, detoxify or neutralize or in any way respond to or assess the effects of an "asbestos hazard"; or (c) Arise out of any claim or suit for damages because of testing for, mon itoring, cleaning up, removing, encapsulating, containing, treating, detoxifying or neutralizing or in any way responding to or assessing the effects of an "asbestos hazard". COVERAGE C MEDICAL PAYMENTS 1. Insuring Agreement a. We will pay medical expenses as described below for "bodily injury" caused by an accident: (1) On premises you own or rent; (2) On ways next to premises you own or rent ; or {3) Because of your operations; provided that: {1) The accident takes place in the "coverage territory" and during the policy period; (2) The expenses are incurred and reported to us within three years of the date of the accident; and (3) The injured person submits to examination, at our expense, by physicians of our choice as often as we reasonably require. Page 7 of 18 b. We w ill make these payments regardless of fault. These payments will not exceed the applicable limit of insurance. We will pay reasonable expenses for: (1) First aid administered at the time of an accident ; (2) Necessary medical , surgical, x-ray and dental services, including prosthetic devices; and (3) Necessary ambulance, hospital , professional nursing and funeral services . 2. Exclusions We will not pay expenses for "bodily injury": a. Any Insured To any insured , except "volunteer workers". b. Hired Person To a person hired to do work for or on behalf of any insured or a tenant of any insured . c. Injury On Normally Occupied Premises To a person injured on that part of premises you own or rent that the person norma lly occupies. d. Workers Compensation And Similar Laws To a person, whether or not an "employee" of any insured, if benefits for the "bodily injury" are payable or must be provided under a workers' compensation or disability benefits law or a similar law. e. Athletics Activities To a person injured while practicing, instructing or participating in any physical exercises or games , sports, or athletic contests . f. Products-Completed Operations Hazard Included within the "products-completed operations hazard". g. Coverage A Exclusions Excluded under Coverage A SUPPLEMENTARY PAYMENTS AANDB COVERAGES 1. We will pay, with respect to any claim we investigate or settle, or any "suit" against an insured we defend : a. All expenses we incur. b. Up to $1 ,000 for cost of bail bonds required because of accidents or traffic law violations arising out of the use of any vehicle to which the Bodily Injury Liabil ity Coverage applies. We do not have to furnish these bonds . c. The cost of appeal bonds or bonds to release attachments, but only for bond amounts within the applicable limit of insurance. We do not have to furnish these bonds . d. All reasonable expenses incurred by the insured at our request to assist us i n the investigation or defense of the claim or "suit", including actual loss of earnings up to $500 a day because of time off from work . Page 8 of 18 e. Al l costs taxed against the insured in the "s ui t". f. Prejudgment interest awarded against the insured on that part of the judgment we pay . If we make an offer to pay the app licable Ii mit of insurance, we will not pay any prejudgment interest based on that period of time after the offer. g. All interest on the full amount of any judgment that accrues after entry of the judgment and before we have paid , offered to pay , or deposited in court the part of the judgment that is within the applicable limit of insurance. These payments will not reduce the limits of insurance . 2. If we defend an insured against a "suit" and an indemnitee of the insured is also named as a pa rty to the "suit", we will defend that indemnitee if all of the following conditions are met: a. The "suit" against the indemnitee seeks damages for which the insured has assumed the liability of the indemnitee in a contract or agreement that is an "insured contract"; b. This insurance applies to such liability assumed by the insured ; c. The obl igation to defend, or the cost of the defense of, that indemnitee, has also been assumed by the insured in the same "insured contract"; d. The allegations in the "suit" and the informat ion we know about the "occurrence" are such that no conflict appears to exist between the interests of the insured and the interests of the indemnitee ; e. The indemnitee and the insured ask us to conduct and control the defense of that indemnitee against such "suit" and agree that we can assign the same counsel lo defend the insured and the indemnitee; and f. The indemnitee : (1) Agrees in writing to: (a) Cooperate with us in the investigation, settlement or defense of the "suit"; (b) Immediately send us copies of any demands , notices , summonses or legal papers rece ived in connection with the "suit"; (c) Notify any other insurer whose coverage is available to the indemnitee; and (d) Cooperate with us with respect to coordinating other applicable insurance available to the indemnitee; and (2) Provides us with writlen authorization to : (a) Obtain records and other informa tion related to the "suit"; and (b) Conduct and control the defense of the indemnitee in such "suit". So long as the above conditions are met, attorneys' fees incurred by us in the defense of that indemnitee, HG 00 010605 necessary litigat ion expenses incurred by us and necessary litigation expenses incu rred by the indemnitee at our request w il l be paid as Supplementary Payments . Notwithstanding the prov isions of Paragraph 2.b.(2) of Section I - Coverage A -Bodily Injury And Property Damage Liability , such payments will not be deemed lo be damages for "bodily injury" and "property damage" and will not reduce the lim its of insurance . Our obligation to defend an insured's indemnitee and to pay for attorneys' fees and necessary litigation expenses as Supplementary Payments ends when : a. We have used up the applicable limit of insurance in the payment of judgments or settlements; or b. The conditions set forth above, or the terms of the agreement described in Paragraph f. above, are no longer met. SECTION II -WHO IS AN INSURED 1. If you are designated in the Declarations as: a. An individual , you and your spouse are insureds, but only with respect to the conduct of a business of which you are the sole owner. b. A partnership or joint venture , you are an insured. You r members , your pa rtners, and their spouses a re also insureds , but only with respect to the conduct of your business. c. A lim ited liability company, you are an insured . You r members are a lso insureds, but only with respect to the conduct of your business. Your managers are insureds, but only with respect to their dut ies as you r managers . d . An organization other than a partnership, joint venture or limited liability company, you are an insu red. Your "executive officers" and directors are insureds, but only with respect lo their duties as your officers or directors. Your stockholders are also insureds, but only with respect to their liability as stockholders. e. A trust, you are an insured . Your trustees are also insu reds, but only with respect to their duties as trustees. 2. Each of the following is also an insured : a. Employees and Volunteer workers You r "volunteer workers" only while perform ing duties related to the conduct of your bus iness , o r your "employees", other than either your "executive officers" (if you are an organization other than a partnership, joint venture or limited liability company) or your managers (if you are a lim ited l iab ility company), but only for acts within the scope of their employment by you or while perform ing dut ies related to the conduct of your bus iness. HG 00 0 1 0605 However, none of these "emp loyees" or "volunteer workers· are insureds for: (1) "Bod ily i njury" or "personal and advertising injury": (a) To you , lo your partners or members (if you are a partnership or joint venture), to your members (if you are a limited liabil ity company), to a co-"employee" while in the course of his or her employment or performing duties related to the conduct of your business, or to your other "volunteer workers" while performing duties related to the conduct of your business; (b) To the spouse , ch ild , parent, brother or sister of that co-"employee" or that "volunteer worker" as a consequence of Paragraph (1 )(a) above; · (c) Fo r wh ich there is any obligation to share damages with or repay someone else who must pay damages because of the injury described in Paragraphs (1 )(a) or (b) above ; or (d) Ar ising out of his or her providing or failing to provide professional health ca re serv ices . If you are not in the bus iness of providing professional health care services , Paragraph (d) does not apply to any nurse, emergency medical technician or paramedic employed by you to prov ide such services . (2) "Property damage" to property : (a) Owned , occupied or used by , (b) Rented to , in the care , custody or control of, or over which physical control is being exercised for any purpose by you , any of your "employees", "volunteer workers", any partner or member (if you are a partnership or joint venture), or any member (if you are a limited liabi lity company). b . Real Estate Manager Any person (other than your "employee" or "volunteer worker"), or any organization wh ile acting as your real estate manager. c. Temporary Custodians of Your Property Any person o r organization having proper temporary custody of your property if you die , but only: (1) With respect to liability aris ing out of the maintenance or use of that property ; and (2) Until your legal representative has been appointed . d. Legal Representative If You Die Your legal rep resentative if you die, but on ly w ith respect to duties as such . That representative will Page 9 of 18 have all your rights and duties under this Coverage Part. e. Unnamed Subsidiary Any subsidiary, and subsidiary thereof, of yours which is a legally incorporated entity of which you own a financial interest of more than 50% of the voting stock on the effective date of the Coverage Part. The insurance afforded herein for any subsidiary not named in this Coverage Part as a named insured does not apply to injury or damage with respect to which an insured under this Coverage Part is also an insured under another policy or would be an insured under such policy but for its termination or the exhaustion of its limits of insurance. 3. Newly Acquired or Formed Organization Any organization you newly acquire or form, other than a partnership, joint venture or limited liability company , and over which you maintain financial int erest of more than 50% of the voting stock, will qualify as a Named Insured if there is no other similar insurance available to that organization. However: a. Coverage under this provision is afforded only until the 180th day after you acquire or form the organization or the end of the policy period, whichever is earlier; b. Coverage A does not apply to "bodily injury" or "property damage" that occurred before you acquired or formed the organization; and c. Coverage B does not apply to "personal and advertising injury" arising out of an offense committed before you acquired or formed the organization. 4. Mobile Equipment With respect to "mobile equipment" registered in your name under any motor vehicle registration law, any person is an insured while driving such equipment along a public highway with your permission. Any other person or organization responsible for the conduct of such person is also an insured, but only with respect to liability arising out of the operation of the equipment, and only if no other insurance of any kind is available to that person or organization for this liability. However, no person or organization is an insured with respect to: a. "Bodily injury" to a co-"employee" of the person driving the equipment ; or b. "Property damage" to property owned by, rented to, in the charge of or occupied by you or the employer of any person who is an insured under this provision. Page10of18 5. Nonowned Watercraft With respect to watercraft you do not own that is less than 51 feet long and is not being used to carry persons for a charge, any person is an insured while operating such watercraft with your permissi o n. Any other person or organization responsible for the conduct of such person is also an insured , but only with respect to liability arising out of the operation of the watercraft, and only if no other insurance of any kind is available to that person or organization for this liability . However, no person or organization is an insured with respect to: a. "Bodily injury" to a co-"employee" of the person operating the watercraft; or HG 00 010605 HG 00 0 1 06 05 Page 11 of 18 1. The Most We will Pay The Limits of Insurance shown in the Declarations and the rules below fix the most we will pay regardless of the number of: a. Insureds; b. Claims made or "suits" brought; or Page 12 of 18 c. Persons or organizations making claims or bringing "suits". 2. General Aggregate Limit The General Aggregate Limit is the most we will pay for the sum of: a. Medical expenses under Coverage C; b. Damages under Coverage A, except damages because of "bodily injury" or "property damage" included in the "products-completed operat ions hazard"; and c. Damages under Coverage B. 3. Products-Completed Operations Aggregate lim it The Products-Completed Operations Aggrega te Limit is the most we will pay under Coverage A for d amages because of "bodily injury" and "property damage" included in the "products-completed operat ions hazard". 4. Personal and Advertising Injury Limit Subject to 2. above , the Personal and Advertising Injury Limit is the most we will pay under Coverage B for the sum of all damages because of all "personal and advertising injury" sustained by any one person or organization . 5. Each Occurrence Limit Subject to 2. or 3. above, whichever app lie s, the Each Occurrence Limit is the most we will pay for the sum of: a. Damages under Coverage A ; and b. Medical expenses under Coverage C because of all "bodily injury" and "propert y damage" arising out of any one "occurrence". 6. Damage To Premises Rented To You Limit Subject to 5. above, the Damage To Premises Rented To You Limit is the most we will pay under Cov era ge A for damages because of "property damage" to a ny one premises, while rented to you , or in the case of damage by fire, lightning or exp lo sion, while re nted to you or temporarily occupied by you with permi ssion of the owner. In the case of damage by fire, lightning or ex plosion , the Damage to Premises Rented To You Limit applies to all damage proximately caused by the same event , whether such damage results from fire , ligh tning or explosion or any combination of these. 7. Medical Expense Limit Subject to 5. above, the Medica l Expense Li mit is the most we will pay under Coverage C for all medical expenses because of "bodily injury " sustained by any one person. 8. How Limits Apply To Additional Insured s If you have agreed in a written contract or written agreement that another person or organization be HG 00 0 ·1 06 05 added as an additional insured on your policy , the most we will pay on behalf of such additional insured is the lesser of: a. The limits of insurance specified in the written contract or written agreement ; or b. The Limits of Insurance shown in the Declarations . Such amount shall be a part of and not in addition to Limits of Insurance shown in the Declarations and described in this Section . The Limits of Insurance of this Coverage Part apply separately to each consecutive annual period and to any remaining period of less than 12 months, starting with the beginning of the policy period shown in the Declarations, unless the policy period is extended after issuance for an additional period of less than 12 months . In that case, the additional period will be deemed part of the last preceding period for purposes of determining the Limits of Insurance . SECTION IV -COMMERCIAL GENERAL LIABILITY CONDITIONS 1. Bankruptcy Bankruptcy or insolvency of the insured or of the insured's estate will not relieve us of our obligations under this Coverage Part. 2. Duties In The Event Of Occurrence , Offense, Claim Or Suit a. Notice Of Occurrence Or Offense You or any additional insured must see to it that we are notified as soon as practicable of an "occurrence" or an offense which may result in a claim . To the extent possible , notice should include : (1) How, when and where the "occurrence" or offense took place; (2) The names and addresses of any injured persons and witnesses; and (3) The nature and location of any injury or damage arising out of the "occurrence" or offense. b. Notice Of Claim If a cla im is made or "suit" is brought against any insured, you or any additional insured must: (1) Immediately record the specifics of the claim or "suit" and the date received; and {2) Notify us as soon as practicable . You or any additional insured must see to it that we receive written notice of the claim or "suit" as soon as practicable . c. Assistance And Cooperation Of The Insured You and any other involved insured must : (1) Immediately send us copies of any demands, notices, summonses or legal papers received in connection with the claim or "suit"; (2 ) Authorize us lo obtain records and other information ; HG 00 010605 {3) Cooperate with us in the investigation or settlement of the claim or defense against the "suit"; and (4) Assisi us, upon our request, in the enforcement of any right against any person or organization which may be liable to the insured because of injury or damage to which this insurance may also apply . d. Obligations At The Insureds Own Cost No insured will , except at that insured's own cost, voluntarily make a payment, assume any obligation, or incur any expense, other than for first aid, without our consent. e. Additional Insureds Other Insurance If we cover a claim or "suit" under this Coverage Part that may also be covered by other insurance available to an additional insured , such additional insured must submit such claim or "suit" to the other insurer for defense and indemnity. However, this provision does not apply to the extent that you have agreed in a written contract or written agreement that this insurance is primary and non-contributory with the add itional insured's own insurance . f. Knowledge Of An Occurrence, Offense, Claim Or Suit Paragraphs a. and b. apply to you or to any additional insured only when such "occurrence", offense, claim or "suit" is known lo : (1) You or any additional insured that is an individual ; (2) Any partner, if you or an additional insured is a partnership; (3) Any manager, if you or an additional insured is a limited liability company ; (4) Any "executive officer" or insurance manager, if you or an additional insured is a corporation; (5) Any trustee, if you or an additional insured is a trust; or (6) Any elected or appointed official, if you or an additional insured is a political subdivision or public entity. This duty applies separately to you and any additional insured. 3. Legal Action Against Us No person or organization has a right under this Coverage Part: a. To join us as a party or otherwise bring us into a "suit" asking for damages from an insured; or b. To sue us on this Coverage Part unless all of its terms have been fully complied with . A person or organization may sue us to recover on an agreed settlement or on a final judgment against an insured; but we will not be liable for damages that are not payable under the terms of this Coverage Part or Page 13 of 18 that are in excess of the applicable limit of insurance . An agreed settlement means a settlement and release of liability signed by us , the insured and the claimant or the claimant's legal representative. 4. Other Insurance If other valid and collectible insurance is available lo the insured for a loss we cover under Coverages A or B of this Coverage Part, our obligations are limited as follows : a. Primary Insurance This insurance is primary except when b. below applies. If other insurance is also primary, we will share with all that other insurance by the method described inc. below . b. Excess Insurance This insurance is excess over any of the other insurance, whether primary, excess , contingent or on any other basis: (1) YourWork That is Fire, Extended Coverage, Builder's Risk, Installation Risk or similar coverage for "your work"; (2) Premises Rented To You Thal is fire , lightning or explosion insurance for premises rented to you or temporarily occupied by you with permission of the owner; (3) Tenant Liability That is insurance purchased by you to cover your liability as a tenant for "property damage" to premises rented to you or temporarily occupied by you with pem,ission of the owner; (4) Aircraft, Auto Or Watercraft If the loss arises out of the maintenance or use of aircraft, "autos" or watercraft to the extent not subject to Exclusion g. of Section I -Coverage A -Bodily Injury And Property Damage Liability; (5) Property Damage to Borrowed Equipment Or Use Of Elevators If the loss arises out of "property damage" to borrowed equipment or the use of elevators to the extent not subject to Exclusion j. of Section I -Coverage A -Bodily Injury And Property Damage Liability; (6) When You Are Added As An Additional Insured To Other Insurance Any other insurance available to you covering liability for damages arising out of the premises or operations, or products and completed operations, for which you have been added as an additional insured by that insu rance ; or Page 14 of 18 (7) When You Add Others As An Additional Insured To This Insurance Any other insurance ava i lable to an additional insured. However , the following provisions apply to other insurance available to any person or organization who is an additional insured under this coverage part. (a) Primary Insurance When Required By Contract This insurance is primary if you have agreed in a written contract or written agreement that this insurance be primary. If other insurance is also primary , we wi ll share with all that other insurance by the method described inc. below . (b) Primary And Non-Contributory To Other Insurance When Required By Contract If you have agreed in a written contract , written agreement, or permit that this insurance is primary and non-contributory with the additional i nsured's own insurance , this insurance is primary and we will not seek contribution from that other insurance . Paragraphs (a) and (b) do not apply to other insurance to which the additional insured has been added as an additional insured. When th is insurance is excess, we will have no duly under Coverages A or B lo defend the insured against any "suit" if any other insurer has a duty to defend the insured against that "suit". If no other insurer defends , we wi ll undertake to do so , but we will be entitled to the insured's rights against all those other insurers . When this insurance is excess over other insurance , we will pay only our share of the amount of the loss, if any , that exceeds the sum of: (1) The total amount that all such other insurance would pay for the loss in the absence of th is insurance ; and (2) The total of all deductible and self-insured amounts under all that other insurance . We will share the rema ining loss , if any, with any other insurance that is not described in this Excess Insurance provision and was not bought specifically to apply in excess of the Limits of Insurance shown in the Declarations of this Coverage Part. c. Method Of Sharing If all of the other insurance permits contribution by equal shares, we will follow this method also . Under this approach each insurer contributes equal amounts until it has paid its applicable limit of insurance or none of the loss remains , whichever comes first. HG 00 010605 If any of the other insurance does not permit contribution by equal shares, we will contribute by limits . Under this method, each insurer's share is based on the ratio of its applicable limit of insurance to the total applicable limits of insurance of all insurers . 5. Premium Audit a. We will compute all premiums for this Coverage Part in accordance with our rules and rates . b. Premium shown in this Coverage Part as advance premium is a deposit premium only. At the close of each audit period we will compute the earned premium for that period and send notice to the first Named Insured . The due date for audit and retrospective premiums is the date shown as the due date on the bill . If the sum of the advance and audit premiums paid for the policy period is greater than the earned premium, we will return the excess to the first Named Insured. c. The first Named Insured must keep records of the information we need for premium computation, and send us copies at such times as we may request. 6. Representations a. When You Accept This Policy By accepting this policy , you agree : (1) The statements in the Declarations are accurate and complete; (2) Those statements are based upon representations you made to us; and (3) We have issued th is policy in reliance upon your representations . b. Unintentional Failure To Disclose Hazards If unintentionally you should fail to disclose all hazards relating to the conduct of your business that exist at the inception date of this Coverage Part, we shall not deny coverage under this Coverage Part because of such failure. 7. Separation Of Insureds Except with respect to the Limits of Insurance, and any rights or duties specifically assigned in this Coverage Part to the first Named Insured , this insurance applies : a. As if each Named Insured were the only Named Insured; and b. Separately to each insured against whom claim is made or "suit" is brought. 8. Transfer Of Rights Of Recovery Against Others To Us a. Transfer of Rights Of Recovery If the insured has rights to recover all or part of any payment, including Supplementary Payments, we have made under this Coverage Part, those rights are transferred to us . The insured must do nothing after loss to impair them . Al our request, the HG 00 010605 insured will bring "suit" or transfer those rights to us and help us enforce them . b. Waiver Of Rights Of Recovery (Waiver Of Subrogation) If the insured has waived any rights of recovery against any person or organization for all or part of any payment, including Supplementary Payments, we have made under this Coverage Part, we also waive that right, provided the insured waived their rights of recovery against such person or organization in a contract, agreement or permit that was executed prior to the injury or damage. 9. When We Do Not Renew If we decide not to renew this Coverage Part, we will mail or deliver to the first Named Insured shown in the Declarations written notice of the nonrenewal not less than 30 days before the expiration date. If notice is mailed, proof of mailing will be sufficient proof of notice . SECTION V -DEFINITIONS 1. v Advertisementv means the widespread public dissemination .of information or images that has the purpose of inducing the sale of goods, products or services through : a. (1) Radio; (2) Television; (3) Billboard; (4) Magazine ; (5) Newspaper ; or b. Any other publication that is given widespread public distribution. However, "advert isement" does not include : a. The design, printed material, information or images contained in, on or upon the packaging or labeling of any goods or products; or b. An interactive conversation between or among persons through a computer network. 2. "Advertising idea" means any idea for an vadvertisement". 3. "Asbestos hazard" means an exposure or threat of exposure to the actual or alleged properties of asbestos and includes the mere presence of asbestos in any form . 4. "Auto" means a land motor vehicle, trailer or semitrailer designed for travel on public roads, including any attached machinery or equipment. But "auto" does not include "mobile equipment". 5. vBodily injury" means physical : a . Injury; b. Sickness; or c. Disease sustained by a person and , if arising out of the above, mental angu ish or death at any time. Page 15 of 18 6. "Coverage territory" means: a . The Un ited Stales of America (including its territo ries and possessions), Puerto Rico and canada ; b. International waters or airspace , but only if the injury or damage occurs in the course of travel or transportation between any pl a ces included in a. above ; or · c. All other parts of the world if the injury or damage arises out of: (1) Goods or products made or sold by you in the te rritory described in a. above; (2) The activities of a person whose home is in the territory described in a. above, but is away for a short time on your business ; or (3) "Personal and advertising injury" offenses that take place through the Internet or s imilar electronic means of communicat ion provided the insured's responsibility to pay damages is determined in the United States of America (including its territories and possessions), Puerto Rico or Canada, in a "suit" on the merits according to the substantive law in such territory or in a settlement we agree to. 7. "Emp loyee" incl udes a "leased worker". "Employee" does not include a "temporary worker". 8. "Emp loyment-Related Practices" means : a. Refusal to employ a person ; b. Termination of a person's employment ; or c. Employment-related practices, policies , acts or omissions , such as coercion , demotion , evaluation , reassignment , discipline, defamation , harassment, hum iliation or discrimination directed at a person . 9. "Execut ive officer" means a person ho lding any of the officer positions created by your charter, constitution , by-laws or any other similar governing document. 10. "Host ile fire" means one which becomes uncontrollable or breaks out from where ii was intended lo be . 11. "Impaired property" means tangible property, other than "your product" or "your work", that cannot be used or is less useful because : a. II incorporates "your product" or "your work" that is known or thought to be defective, deficient , inadequate or dangerous ; or b. You have failed to fulfill the terms of a contract or agreement; if such properly can be restored to use by: a. The repair , replacement, adjustment or removal of "your product" or "your work"; or b. Your fulfill ing the terms of the contract or agreement. 12."lnsured contract" means : a. A contract for a lease of premises . However, that portion of the contract for a lease of premises that indemn ifies any person or organization for damage by fire, lightn ing or explosion to premises while Page 16 of 18 rented to you or temporarily occupied by you with permission of the owner is subject to the Damage to Premises Rented To You Limit descr ibed in Section Ill -Limits of Insurance ; b. A sidetrack agreement; c. Any easement or license agreement , including an easement or license agreement in connection with construction or demolition operations on or w ithin 50 feet of a railroad ; d. An obligation , as required by ord inance , to indemnify a municipality, except in connection with work for a municipality; e. An elevator maintenance agreement; f. That part of any other contract or ag reement pertaining to your business (including an indemnification of a mun icipality in connect ion with work performed for a munic ipality) under which you assume the tori liability of another party to pay for "bodily injury" or "property damage" lo a third person or organization , provided the "bodily injury" or "property damage" is caused , in whole or in part , by you or by those acting on your beha lf. Tort liability means a liab il ity that would be imposed by law in the absence of any contract or agreement. Paragraph f . includes that part of any contract or agreement that indemnifies a railroad for "bodi ly injury" or "property damage" arising out of construction or demolition operations , wi thin 50 feet of any railroad property and affecting any railroad bridge or trestle, tracks , road-beds , tunnel , underpass or crossing . However, Paragraph f. does not include that part of any contract or agreement: (1} That indemnifies an architect , eng ineer or surveyor for injury or damage arising out of: (a} Preparing, approving , or failing to prepare or approve , maps , shop drawings , opinions, reports , surveys , field orders , change orders or drawings and spec ifications ; or (b} Giving directions or instruct ions, or failing lo give them , if that is the primary cause of the injury or damage ; or (2} Under which the insured , if an architect, engineer or surveyor, assumes liability for an injury or damage arising out of the insured's rendering or failure to render professional services, including those listed in (1) above and supervisory , inspection , architectural or engineering activities. 13. "Leased worker" means a person leased to you by a labor leasing firm under an agreement between you and the labor leasing firm , to perform duties related to the conduct of your business. "Leased worker" does not include a "temporary worker". 14. "Loading or unloading" means the handling of properly : a. After it is moved from the place where it is accepted for movement into o r onto an aircraft , watercraft or "auto"; HG 00 01 06 05 b. While ii is in or on an aircraft, watercraft or "auto"; or c. While ii is being moved from an aircraft , watercraft or "auto" to the place where it is finally delivered; but "loading or unloading" does not include the movement of property by means of a mechanical device, other than a hand truck, that is not attached to the aircraft, watercraft or "auto". 15. "Mobile equipment" means any of the following types of land vehicles, including any attached mach inery or equipment: a. Bulldozers , farm machinery, forklifts and other vehicles designed for use principally off public roads; b. Vehicles maintained for use solely on or next to premises you own or rent; c. Vehicles that travel on crawler treads; d. Vehicles, whether self-propelled or not , maintained primarily to provide mobility to permanently mounted : (1) Power cranes, shovels, loaders, diggers or drills; or (2) Road construction or resurfacing equipment such as graders, scrapers or rollers; e. Vehicles not described in a., b., c. or d. above that are not self-propelled and are maintained primarily to provide mobility to permanently attached equipment of the following types : {1) Air compressors , pumps and generators, including spraying , welding , building cleaning, geophysical exploration, lighting and well servicing equipment; or {2) Cherry pickers and similar devices used to raise or lower workers; f. Vehicles not described in a., b., c. or d. above maintained primarily for purposes other than the transportation of persons or cargo. However, self-propelled vehicles with the following types of permanently attached equipment are not "mobile equipment" but will be considered "autos": (1) Equipment, of at least 1,000 pounds gross vehicle weight , des igned primarily for : {a) Snow removal ; (b) Road maintenance, but not construction or resurfacing; or (c) Street cleaning; (2) Cherry pickers and similar devices mounted on automobile or truck chassis and used to raise or lower workers; and (3) Air compressors, pumps and generators, including spraying , weld ing , building cleaning , geophysical exploration, lighting and well serv icing equipment. HG 00 010605 16. "Occurrence" means an accident, including continuous or repeated exposure to substantially the same general harmful conditions . 17. "Personal and advertising injury" means injury, including consequential "bodily injury", arising out of one or more of the following offenses: a. False arrest, detention or imprisonment ; b. Malicious prosecution ; c. The wrongful eviction from, wrongful entry into, or invasion of the right of private occupancy of a room, dwelling or premises that a person occupies, committed by or on behalf of its owner, landlord or lessor; d. Oral, written or electronic publication of material that slanders or libels a person or organization or disparages a person's or organization's goods, products or services; e. Oral, written or electronic publication of material that violates a person's right of privacy ; f. Copying, in your "advertisement", a person's or organization's "advertising idea" or style of "advertisement"; g. Infringement of copyright, slogan, or title of any literary or artistic work, in your "advertisement"; or h. Discrimination or humiliation that results in injury to the feelings or reputation of a natural person . 18. "Pollutants" mean any solid, liquid, gaseous or thermal irritant or contaminant , including smoke, vapor, soot , fumes , acids, alkalis, chemicals and waste. Waste includes materials to be recycled, reconditioned or reclaimed . 19. "Products-completed operations hazard": a. Includes all "bodily injury" and "properly damage" occurring away from premises you own or rent and arising out of "your product" or "your work" except: (1) Products that are still in your physical possession; or (2) Work that has not yet been completed or abandoned . However, "your work" will be deemed completed at the earliest of the following times: (a) When all of the work called for in your contract has been completed. (b) When all of the work to be done at the job site has been completed if your contract calls for work at more than one job site. (c) When that part of the work done at a job site has been put to its intended use by any person or organization other than another contractor or subcontractor working on the same project. Work that may need service, maintenance , correction , repair or replacement, but which is otherwise complete , will be treated as completed . Page 17 of 18 b. Does not include "bod i ly injury" or "property damage" arising out of: {1) The transportation of property, unless the injury or damage arises out of a condition in or on a vehicle not owned or operated by you, and that condition was created by the "loading or unloading" of that vehicle by any insured; {2) The existence of tools , uninstalled equipment or abandoned or unused materials ; or {3) Products or operations for which the classification, listed in the Declarations or in a policy schedule, states that products- completed operations are subject to the General Aggregate Limit. 20. "Property damage" means : a. Physical injury to tangible property, including all resulting loss of use of that property . All such loss of use shal l be deemed to occur at the time of the physica l injury that caused it; or b. Loss of use of tangible property that is not physically injured . All such loss of use shall be deemed to occur al the time of the "occurrence" that caused it . As used in this definition, computer ized or electronically stored data, programs or software are not tangible property . Electronic data means information , facts or programs : a. Stored as or on ; b. Created or used on; or c. Transmitted to or from ; computer software, including systems and applications software , hard or floppy disks , CD- ROMS , tapes, drives , cells , data processing devices or any other media which are used with electronically controlled equipment. 21. "Suit" means a civil proceeding in which damages because of "bodily injury", "property damage" or "personal and advertising injury" to which this insurance applies are alleged . "Suit" includes : a. An arbitration proceeding in which such damages are claimed and to which the insured must submit or does submit with our consent ; or b. Any other alternative dispute resolution proceeding in which such damages are claimed and to which the insured submits with our consent. Page18of18 22. "Temporary worker" means a person who is furnished to you to substitute for a permanent "employee" on leave or to meet seasonal or short- term workload conditions . 23. "Volunteer worker" means a person who a. Is not your "employee"; b. Donates his or her work; c. Acts at the direction of and within the scope of duties determined by you ; and d. Is not paid a fee, salary or other compensation by you or anyone else for their work performed for you . 24. "Your product": a. Means: {1) Any goods or products, other than real property, manufactured , sold, handled, distributed or disposed of by: {a) You; {b) Others trading under your name ; or {c) A person or organization whose bus i ness or assets you have acquired ; and {2) Containers (other than vehicles), materials , parts or equipment furnished in connection with such goods or products. b. Includes {1) Warranties or representations made at any time with respect to the fitness , quality, durability , performance or use of "your product"; and {2) The providing of or failure to provide warnings or instructions. c. Does not include vending machines or other property rented to or located for the use of others but not sold . 25. "Your work": a. Means : {1) Work or operations performed by you or on your behalf; and {2) Materials , parts or equipment furnished in connection with such work or operations . b. Includes {1) Warranties or representations made at any time with respect to the fitness , qual ity, durability, performance or use of "your work", and {2) The prov iding of or failure to provide warn in gs or instructions . HG 00 010605 COMMERCIAL AUTOMOBILE HA99190910 T HIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. COMMERCIAL AUTOMOBILE BROAD FORM ENDORSEMENT This endorsement modifies insurance provided under the following: BUSINESS AUTO COVERAGE FORM To the extent that the provisions of this endorsement provide broader benefits to the "insured" than other provisions of the Coverage Form, the provisions of this endorsement apply. 1. BROAD FORM INSURED A. Subsidiaries and Newly Acquired or Formed Organizations The Named Insured shown in the Declarations is amended to include: (1) Any legally incorporated subsidiary in which you own more than 50% of the voting stock on the effective date of the Coverage Form. However, the Named Insured does not include any subsidiary that is an "insured" under any other automobile policy or would be an "insured" under such a policy but for its termination or the exhaustion of its Limit of Insurance. (2) Any organization that is acquired or formed by you and over which you maintain majority ownership. However, the Named Insured does not inc lude any newly formed or acquired organization: (a) That is a partnership, joint venture or limited liability company (b) That is an "insured" under any other policy, (c) That has exhausted its Limit of Insurance under any other policy, or (d) 180 days or more after its acquisition or formation by you, unless you have given us not ice of the acquisition or formation. Coverage does not apply to "bodi ly in j ury" or "property damage" that resu lts from an "accident" that occurred before you formed or acquired the organization. B. Employees as Insureds Paragraph A.1 . -WHO IS AN INSURED -of SECTION II -LIABILITY COVERAGE is amended to add : d . Any "employee" of yours while using a covered "auto" you don't own, hire or borrow in your business or your personal affairs. C. Lessors as Insureds Paragraph A.1 . -WHO IS AN INSURED -of Section II -Liability Coverage is amended to add: e. The lessor of a covered "auto" while the "auto" is leased to you under a written agreement if: (1) The agreement requ ires you to provide direct primary insurance for the lessor and (2) The "auto" is leased without a driver. Such a leased "auto" will be considered a covered "auto" you own and not a covered "auto" you hire. Form HA 9919 0910 © 2010, The Hartford (Includes copyrighted material of ISO Properties, Inc., with its permission .) Page 1 of 5 Form HA9919 0910 E. Primary and Non-Contributory if Required by Contract Only with respect to insurance provided to an additional insured in 1.D. -Additional Insured If Required by Contract, the following provisions apply: (3) Primary Insurance When Requi red By Contract This insurance is primary if you have agreed in a written contract or written agreement that this insurance be primary . If other insurance is a lso primary, we will share with all that other insurance by the method described in Other Insurance 5.d. (4) Primary And Non-Contributory To Other Insurance When Required By Contract If you have agreed in a written contract or written agreement that th is insurance is primary and non-contributory with the additional insured's own insurance, this insurance is primary and we wi ll not seek contribution from that other insurance. Paragraphs (3) and (4) do not apply to other insurance to which the additional insured has been added as an additional insured. When this insurance is excess, we w ill have no duty to defend the insured against any "su it" if any other insu rer has a duty to defend the insured against that "suit". If no other ins u rer defends, we will undertake to do so, but we will be entitled to the insured's rights aga inst all those other insurers. When this insurance is excess over other insurance , we will pay only our share of the amount of the loss, if any, that exceeds the sum of: (1) The total amount that all such other insurance would pay for the loss in the absence of this insurance; and (2) The total of all deductible and self-insured amounts under all that other insurance. We will share the remaining lo ss, if any, by the method described in Other Insurance 5.d. 2. AUTOS RENTED BY EMPLOYEES Any "auto" hired or rented by your "employee" on your behalf and at your direction w ill be considered an "auto" you hire. The OTHER INSURANCE Condition is amended by adding the following: © 2010, The Hartford (Includes copyrighted material of ISO Properties, Inc ., with its permission.) Pag e 2 of 5 If an "employee's" personal insurance also applies on an excess basis to a covered ffauto" hired or rented by your "employee" on your behalf and at your direction, this insurance will be primary to the "employee's" personal insurance. 3. AMENDED FELLOW EMPLOYEE EXCLUSION EXCLUSION 5. -FELLOW EMPLOYEE -of SECTION II -LIABILITY COVERAGE does not apply if you have workers' compensation insurance in-force covering all of your "employees". Coverage is excess over any other collectible insurance. 4. HIRED AUTO PHYSICAL DAMAGE COVERAGE If hired "autos" are covered "autos" for Liability Coverage and if Comprehensive, Specified Causes of Loss, or Collision coverages are provided under this Coverage Form for any "auto" you own, then the Physical Damage Coverages provided are extended to "autos" you hire or borrow, subject to the following limit. The most we will pay for "loss" to any hired "auto" is: (1) $100,000; (2) The actual cash value of the damaged or stolen property at the time of the "loss"; or (3) The cost of repairing or replacing the damaged or stolen property, whichever is smallest, minus a deductible . The deductible will be equal to the largest deductible applicable to any owned "auto" for that coverage. No deductible applies to "loss" caused by fire or lightning. Hired Auto Physical Damage coverage is excess over any other collectible insurance. Subject to the above limit, deductible and excess provisions, we will provide coverage equal lo the broadest coverage applicable to any covered "auto" you own. We will also cover loss of use of the hired "auto" if it results from an "accident'', you are legally liable and the lessor incurs an actual financial loss, subject to a maximum of $1000 per "accident". This extension of coverage does not apply to any "auto" you hire or borrow from any of your "employees", partners (if you are a partnership), members (if you are a limited liability company), or members of their households . 5. PHYSICAL DAMAGE ADDITIONAL TEMPORARY TRANSPORTATION EXPENSE COVERAGE Paragraph A.4.a. of SECTION Ill -PHYSICAL DAMAGE COVERAGE is amended to provide a limit of $50 per day and a maximum limit of $1,000 . 6. LOAN/LEASE GAP COVERAGE Under SECTION Ill -PHYSICAL DAMAGE COVERAGE , in the event of a total "loss" to a covered "auto", we will pay your additional legal obligation for any difference between the actual cash value of the "auto" at the time of the "loss" and the "outstanding balance" of the loan/lease. "Outstanding balance" means the amount you owe on the loan/lease at the time of "loss" less any amounts representing taxes; overdue payments; penalties, interest or charges resulting from overdue payments; additional mileage charges; excess wear and tear charges; lease termination fees; security deposits not returned by the lessor; costs for extended warranties, credit life Insurance, health, accident or disability insurance purchased with the loan or lease; and carry-over balances from previous loans or leases . 7. AIRBAG COVERAGE Under Paragraph B. EXCLUSIONS -of SECTION Ill -PHYSICAL DAMAGE COVERAGE, the following is added: The exclusion relating to mechanical breakdown does not apply to the accidental discharge of an airbag. 8. ELECTRONIC EQUIPMENT • BROADENED COVERAGE The exceptions to Paragraphs 8.4 EXCLUSIONS -of SECTION Ill -PHYSICAL DAMAGE COVERAGE are replaced by the following: a .Exclusions 4 .c. and 4.d. do not apply to equipment designed lo be operated solely by use of the power from the "auto's" electrical system that, at the time of "loss", is : (1) Permanently installed in or upon the covered "auto"; (2) Removable from a housing unit which is permanently installed in or upon the covered "auto"; (3) An integral part of the same unit housing any electronic equipment described in Paragraphs a. and b. above; or (4) Necessary for the normal operation of the covered "auto" or the monitoring of the covered "auto's" operating system . Form HA 99 19 09 10 © 2010, The Hartford ( Includes copyrighted material of ISO Properties, Inc., with its permission .) Page 3 of 5 b .$1 ,500 is the most we will pay for "loss" in any one "accident" to all electronic equipment that reproduces , receives or transmits audio, visual or data signals which, at the time of "loss", is : (1) Permanently installed in or upon the covered "auto" in a housing, opening or other location that is not normally used by the "auto" manufacturer for the installation of such equipment; (2) Removable from a permanently installed housing unit as described in Paragraph b .(1) above or is an integral part of that equipment; or (3) An integral part of such equipment. c. For each covered "auto", should loss be limited to electronic equipment only, our obligation to pay for, repair, return or replace damaged or stolen electronic equipment will be reduced by the applicable deductible shown in the Declarations, or $250 , whichever deductible is less . 9. EXTRA EXPENSE • BROADENED COVERAGE Under Paragraph A. -COVERAGE -of SECTION Ill -PHYSICAL DAMAGE COVERAGE , we will pay for the expense of returning a stolen covered "auto" lo you . 10. GLASS REPAIR· WAIVER OF DEDUCTIBLE Under Paragraph D. -DEDUCTIBLE -of SECTION Ill -PHYSICAL DAMAGE COVERAGE, the following is added : No deductible applies to glass damage if the glass is repaired rather than replaced. 11 . TWO OR MORE DEDUCTIBLES Under Paragraph D. -DEDUCTIBLE -of SECTION Ill -PHYSICAL DAMAGE COVERAGE, the following is added : If another Hartford Financial Services Group , Inc. company policy or coverage form that is not an automobile policy or coverage form applies to the same "accident", the following applies: (1) If the deductible under this Business Auto Coverage Form is the smaller (or smallest) deductible , it will be waived ; (2) If the deductible under this Business Auto Coverage Form is not the smaller (or smallest) deductible , it will be reduced by the amount of the smaller (or smallest) deductible . 12. AMENDED DUTIES IN THE EVENT OF ACCIDENT, CLAIM, SUIT OR LOSS The requirement in LOSS CONDITIONS 2 .a. - DUTIES IN THE EVENT OF ACCIDENT , CLAIM, SUIT OR LOSS -of SECTION IV - BUSINESS AUTO CONDITIONS that you must notify us of an "accident" applies only when the "accident" is known to: (1) You, if you are an individual ; (2) A partner , if you are a partnership ; (3) A member, if you are a limited liability company; or (4) An executive officer or insurance manager , if you are a corporation . 13. UNINTENTIONAL FAILURE TO DISCLOSE HAZARDS If you unintentionally fail to disclose any hazards existing at the inception date of your pol icy , we will not deny coverage under this Coverage Form because of such failure . 14. HIRED AUTO · COVERAGE TERRITORY Paragraph e . of GENERAL CONDITIONS 7. - POLICY PERIOD, COVERAGE TERRITORY -of SECTION IV -BUSINESS AUTO COND ITIONS is replaced by the following : e . For sho rt-term hired "autos", the coverage territory with respect to Liability Coverage is anywhere in the world provided that if the "insured's" responsibil ity to pay damages for "bodily injury" or "property damage" is determined in a "suit ," the "suit" is brought in the United States of America, the territories and possessions of the United States of America , Puerto Rico or Canada or in a settlement we agree to . 15. WAIVER OF SUBROGATION TRANSFER OF RIGHTS OF RECOVERY AGAINST OTHERS TO US -of SECTION IV - BUSINESS AUTO CONDITIONS is amended by adding the following : We waive any right of recovery we may have against any person or organ ization with whom you have a written contract that requires such waiver because of payments we make for damages under this Coverage Form. 16. RESULTANT MENTAL ANGUISH COVERAG E The definit ion of "bodily injury" in SECTION V- DEFINITIONS is replaced by the following : "Bodily injury" means bodi ly injury, sickness or disease sustained by any person , including mental anguish or death resulting from any of these. 17. EXTENDED CANCELLATION CONDITI O N Paragraph 2 . of the COMMON POLICY CONDITIONS -CANCELLATION -applies except as follows : Form HA 99 19 0910 © 2010, The Hartford (Includes copyrighted material of ISO Properties, Inc ., with its permission.) Pag e 4 of 5 If we cancel for any reason other than nonpayment of premium, we will mail notice of cancellation by registered or certified mail to the first Named Insured at least 60 days before the effective date of cancellation . 18. HYBRID PAYMENT COVERAGE In the event of a total loss to a "non-hybrid" auto for which Comprehensive, Specified Causes of Loss, or Collision coverages are provided under this Coverage Form , then such Physical Damage Coverages are amended as follows : a . If the auto is replaced with a "hybrid" auto, we will pay an additional 10%, to a maximum of $2 ,500, of the "non-hybrid" auto 's actual cash value or replacement cost, whichever is less, b. The auto must be replaced and a copy of a bill of sale or new lease agreement received by us w ithin 60 calendar days of the date of "loss," c . Regardless of the number of autos damaged in any one "loss", the most we will pay under this Hybrid Payment Coverage provision for any one "loss" is $10,000 . For the purposes of the coverage provision, a .A "non-hybrid" auto is defined as an auto that uses only an internal combustion engine lo move the auto. b.A "hybrid" auto is defined as an auto with an internal combustion engine and one or more electric motors; and that uses the internal combustion engine and one or more electric motors to move the auto, or the internal combust ion engine to charge one or more electric motors, which move the auto. Form HA99190910 © 2010, The Hartford (Includes copyrighted materia l of ISO Properties , Inc., with its permission.) Pages of 5 \/1/0RKERS' COMPENSATION AND EMPLOYERS' LIABILITY INSURANCE POLICY WC 040306 (Ed. 4-84) WAIVER OF OUR RIGHT TO RECOVER FROM OTHERS ENDORSEMENT- CALIFORNIA We have the right to recover our payments from anyone liable for an injury covered by this policy. We will not enforce our right against the person or organization named in the Schedule. (This agreement applies only to the extent that you perform work under a written contract that requires you to obtain this agreement from us.) You must maintain payroll records accurately segregating the remuneration of your employees while engaged in the work described In the Schedule. Toe additional premium for this endorsement shall be O. O % of the Galifornia workers· compensation pre- mium otherwise due on such remuneration. Person or Organization ALL PERSON OR ORGANIZATIONS Policyholder: Alta Planning + Design Inc WC8997892 09/01/16 to 09/01/17 WC 252 (4-84) WC 04 03 06 (Ed . 4-84) Schedule Job Description .ANY PERSON OR ORGANIZATION FOR WHOM YOU ARE REQUIRED BY WRITTEN CONTRA.CT OR AGREEMENT TO OBTAIN THIS WAIVER OF RIGHTS FROM US IN THE STATE OF CALIFORNIA Page 1 of 1