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18-229 GWLand Associates, Consulting Services Related to Right of Way AcquisitionC I TY O F El PROFESSIONAL/CONSUL TING SERVI CES AGREEMENT C UPERTIN O 1. PARTIES This Agreement is made and entered into as of ~~ S" 1 /D1 ~ ("Effective Date") by and between the City of Cupertino, a municipal corporation ("City"), and GWLand ASSOCIATES ("Contractor"), a California Corporation for consulting services related to right of way acquisition 2. SERVICES Contractor agrees to provide the services and perform the tasks ("Services") set forth in detail in Scope of Services , attached here and inco r porated as Exhibit A. 3 . TIME OF PERFORMANCE 3.1 This Agreement begins on the Effective Date and ends on December 31 , 2019 ("Contract Time"), unless terminated earlier as prov ided herein. Contractor 's Services shall begin on the Effective Date and shal I be completed by December 31 , 2019 3.2 Schedule of Performance. Contractor must deliver the Services in accordance with the Schedule of Performance, attached and incorporated here Exhibit B. 3.3 Time is of the essence for the performance of all the Services. C ontractor must have sufficient time , resources , and qualified staff to deliver the Services on tim e. 4. COMPENSATION 4.1 Maximum Compensation. City will pay Contractor for satisfactory performance of the Services an amount that will based on actual costs but that will be capped so as not to exceed $90,000.00 ("Contract Price"), based upon the scope of services in Exhibit A and the budget and rates included in Exhibit C , Compensation attached and incorporated here . The maximum compensation includes all expenses and reimbursements and will remain in place even if Contractor's actual costs exceed the capped amount. No extra work or payment is permitted without prior written approval of City . 4.2 Invoices and Payments . Monthl y invo i ces must state a description of the deliverable completed and the amount due for the preceding month . Within thirty (30) days of completion of Services, Contractor must submit a requisition for final and complete payment of costs and pending claims for City approval. Failure to timel y submit a complete and accurate payment requisition relieves City of any further payment or other obligations under the Agreement. C ity Proj ect Sidewalk Improvements-Orange Avenue Page I o f 8 P rofessiona l/C ons 11/ti ng Co nt rac ts /Ve rsio n : May 22. 20 /8 5. INDEPENDENT CONTRACTOR 5.1 Status. Contractor is an independent contractor and not an employee , partner, or joint venture of City. Contractor is solely responsible for the means and methods of performing the Services and for the persons hired to work under this Agreement. Contractor is not entitled to health benefits , worker's compensation or other benefits from the City. 5.2 Contractor's Qualifications. Contractor warrants on behalf of itself and its subcontractors that they have the qualifications and skills to perform the Services in a competent and professional manner and according to the highest standards and best practices in the industry. 5.3 Permits and Licenses . Contractor warrants on behalf of itself and its subcontractors that they are properly licensed , registered , and/or certified to perform the Services as required by law and have procured a City Business License . 5.4 Subcontractors. Only Contractor's employees are authorized to work under this Agreement. Prior written approval from C ity is required for any subcontractor, and the terms and conditions of this Agreement will apply to any approved subcontractor. 5.5 Tools, Materials and Equipment. Contractor will supply all tools , materials and equipment required to perform the Services under this Agreement. 5.6 Payment of Taxes. Contractor must pay income taxes on the money earned under this Agreement. Upon City 's request, Contractor will provide proof of payment and will indemnify City for violations pursuant to the indemnification provision of this Agreement. 6. PROPRIETARY/CONFIDENTIAL INFORMATION ln performing this Agreement, Contractor may have 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 parties may be damaging to City. Contractor shall hold in confidence all City information provided by City to Contractor and use it only to perform this Agreement. Contractor shall exercise the same standard of care to protect City information as a reasonably prudent contractor would use to protect its own proprietary data. 7. OWNERSHIP OF MATERIALS 7.1 Property Rights. Any interest (including copyright interests) of Contractor in any product, memoranda, study, report, map , plan, drawing , specification, data, record , document or other information or work, in any medium (collectively , "Work Product"), prepared by Contractor in connection with this Agreement will be the exclusive property of the City and shall not be shown to any third-party without prior written approval of City. 7.2 Copyright. To the extent permitted by Title 17 of U .S. Code , all Work Product arising out of this Agreement is considered "works for hire " and all copyrights to the Work Product will be the property of City. Alternatively , Contractor assigns to City all Work Product copyrights. Contractor may use copies of the Work Product for promotion only with City 's written approval. Ci ty Project Sidewalk Improvements-Orang e Ave nu e Pa ge 2 of 8 Professional/Consulting Co ntracts /Ve rs ion: May 22. 20 /8 7.3 Patents and Licenses . Contractor 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 Contractor or its sub-contractors prepared or created under this Agreement, to execute or implement any of the following: (a) The original Services for which Contractor was hired ; (b) Completion of the original Services by others ; (c) Subsequent additions to the original Services ; and/or (d) Other City projects. 7.5 Deliverables and Format. Contractor must provide electronic and hard copies of the Work Product, on recycled paper and copied on both sides , except for one single-sided original. 8. RECORDS Contractor must maintain complete and accurate accounting records relating to its performance in accordance with generally accepted accounting principles. The records must include detailed information of Contractor 's performance, benchmarks and deliverables , which must be available to City for review and audit. The records and supporting documents must be kept separate from other records and must be maintained for four years from the date of City 's final payment. 9. ASSIGNMENT Contractor 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 wi II be null and void. Any changes related to the financial control or business nature of Contractor as a legal entity is considered an assignment of the Agreement and subject to City approval , which shall not be unreasonably withheld . Control means fifty percent (50%) or more of the voting power of the business entity. 10. PUBLICITY/ SIGNS Any publicity generated by Contractor for the project under this Agreement, during the term of this Agreement and for one year thereafter, wil I reference the City 's contributions in making the project possible. The words "City of C upertino " 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 Contract, without prior written approval from the City . 11. INDEMNIFICATION 11.1 To the fullest extent al lowed by law , and except for losses caused by the sole and active negligence or willful misconduct of C ity personnel , Contractor shall indemnify, defend and hold C ity Project Sidewalk Improve ments-Orange Avenue Page 3 of8 Pr o.fess ional/Cons 11/t ing Contrac ts !Vers ion: May 22. 20 18 harmless City , its City Council , boards and commissions, officers , officials , employees , agents , servants , volunteers and consultants ("lndemnitees "), through legal counsel acceptable to City , from and against any and all liability , damages , claims , actions, causes of action , demands , charges, losses , costs and expenses (including attorney fees , legal costs and expenses related to litigation and dispute resolution proceedings) of every nature , arising directly or indirectly from this Agreement or in any manner relating to any of the following: (a) Breach of contract, obligations, representations or warranties ; (b) Negligent or willful acts or omissions committed during performance of the Services ; (c) Personal injury , property damage, or economic loss resulting from the work or performance of Contractor or its subcontractors or sub-subcontractors ; (d) Unauthorized use or disclosure of City 's confidential and proprietary Information ; (e) Claim of infringement or violation of a U.S . patent or copyright, trade secret, trademark , or service mark or other proprietary or intellectual property rights of any third party . 11.2 Contractor must pay the costs City incurs in enforcing this provision. Contractor must accept a tender of defense upon receiving notice from City of a third-party claim , in accordance with California Public Contract Code Section 9201. At City's request, Contractor will assist City in the defense of a claim , dispute or lawsuit arising out of this Agreement. 11.3 Contractor's duties under this section are not limited to the Contract Price , workers ' compensation payments , or the insurance or bond amounts required in the Agreement. Nothing in the Agreement shall be construed to give rise to an implied right of indemnity in favor of Contractor against City or any lndemnitee. 11.4. Contractor's payments may be deducted or offset to cover any money the City lost due to a claim or counterclaim arising out of this Agreement, a purchase order, or other transaction. 12. INSURANCE Contractor shall comply with the Insurance Requirements, attached and incorporated here as Exhibit D , and must maintain the insurance for the duration of the Agreement, or longer as required by City. City will not execute the Agreement until City approves receipt of satisfactory ce11ificates of insurance and endorsements evidencing the type , amount, class of operations covered, and the effective and expiration dates of coverage . Failure to comply with this provision may result in City , at its sole discretion and without notice , purchasing insurance for Contractor and deducting the costs from Contractor's compensation or terminating the Agreement. 13. COMPLIANCE WITH LAWS 13.1 General Laws. Contractor shall comply with all local , state and federal laws and regulations applicable to this Agreement. C ontractor will promptly notify City of changes in the law or other conditions that may affect the Project or Contractor's ability to perform. Contractor is responsible for verifying the employment authorization of employees pe1forming the Services, as required by the Immigration Reform and Control Act. City Project Sidewalk Improvements-Orang e Ave nu e Page 4 o f 8 P rofe ssional/Co nsulting Contracts /Ve rs ion: ,Way 22. 2 01 8 13.2 Labor Laws. Contractor shall comply with all labor laws applicable to this Agreement. If the Scope of Services includes a "public works " component, Contractor is required to comply with prevailing wage laws under Labor Code Section 1720 and other labor laws. 13.3 Discrimination Laws. Contractor 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. Contractor shall comply with all anti-discrimination laws , including Government Code Sections 12900 and 11135 , and Labor Code Sections 1735 , 1777 and 3077.5. Consistent with City policy prohibiting harassment and discrimination , Contractor understands that harassment and discrimination directed toward a job applicant, an employee, a City employee, or any other person , by Contractor or its employees or sub-contractors will not be tolerated. 13.4 Conflicts of Interest. Contractor shall comply with all conflict of interest laws applicable to this Agreement and must avoid any conflict of interest. Contractor warrants 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 I 090 et seq. Contractor may be required to file a conflict of interest form if Contractor makes certain governmental decisions or serves in a staff capacity, as defined in Section 18700 of the California Code of Regulations . Contractor agrees to abide by the City 's rules governing gifts to public officials and employees. 13.5 Remedies. Any violation of Section 13 constitutes a material breach and may result in City suspending payments , requiring reimbursements or terminating this Agreement. City reserves all other rights and remedies available under the law and this Agreement, including the right to seek indemnification under Section 11 of this Agreement. 14. PROJECT COORDINATI ON City Project Manager. The City assigns John Raaymakers as the City's representative for all purposes under this Agreement, with authority to oversee the progress and performance of the Scope of Services. City reserves the right to substitute another Project manager at any time, and without prior notice to Contractor. Contractor Project Manager. Subject to City approval, Contractor assigns Kathy Wood ______ as its single Representative for all purposes under this Agreement, with authority to oversee the progress and performance of the Scope of Services. Contractor's Project manager is responsible for coordinating and scheduling the Services in accordance with the Scope of Services and the Schedule of Performance . Contractor must regularly update the City 's Project Manager about the progress with the work or any delays , as required under the Scope of Services. City written approval is required prior to substituting a new Representative. 15. ABANDONMENT OF PROJECT City may abandon or postpone the Project or paits therefor at any time . Contractor will be compensated for satisfactory Services performed through the date of abandonment, and will be City Project Sidewalk Improvements-Orange Avenue Page 5 o f 8 Professional/Co nsulting Co ntracts /Ve rsion: May 22 . 20 18 given reasonable time to assemble the work and close out the Services. With City 's pre-approval in writing , the time spent in closing out the Services will be compensated up to a maximum often percent (10%) of the total time expended to date in the performance of the Services. 16. TERMINATION City may terminate this Agreement for cause or without cause at any time. Contractor will be paid for satisfactory Services rendered through the date of termination , but final payment will not be made unti I Contractor closes out the Services and de! i vers the Work Product. 17 . GOVERNING LAW, VENUE AND DISPUTE RESOLUTION This Agreement is governed by the laws of the State of California. Any lawsuits filed related to this Agreement must be filed with the Superior Coutt for the County of Santa Clara, State of California. Contractor must comply with the claims filing requirements under the Government Code prior to filing a civil action in court. If a dispute arises , Contractor 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. 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 a breach shall not constitute waiver of another provision or breach. 21. ENTIRE AGREEMENT This Agreement represents the full and complete understanding of every kind or nature between the Parties , and supersedes any other agreement(s) and understanding(s), either oral or written , between the Parties . Any modification of this Agreement will be effective only if in writing and signed by each Party's authorized representative. No verbal agreement or implied covenant will be valid to amend or abridge this Agreement. If there is any inconsistency between the main Agreement and the attachments or exhibits thereto , the text of the main Agreement shall prevail. C ity Project Sidewalk Improvements-Orange Avenue Page 6 of 8 Profe ssional/Consulting Co ntracts /Ve rsion : May 22. 201 8 22. INSERTED PROVISIONS Each provision and clause required by law for this Agreement is deemed to be included and will be inferred herein. Either party may request an amendment to cure mistaken insertions or omissions of required provisions. The Patties will collaborate to implement this Section , as appropriate. 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 terms or provisions of this Agreement. 24. SEVERABILITY IP ARTIAL INVALIDITY If any term or provision of this Agreement, or their application to a particular situation , is found by the court to be void , invalid, illegal or unenforceable, such term or provision shall remain in force and effect to the extent allowed by such ruling. All other terms and provisions of this Agreement or their application to specific situations shall remain in full force and effect. The Parties agree to work in good faith to amend this Agreement to carry out its intent. 25. SURVIVAL All provisions which by their nature must continue after the Agreement expires or is terminated , including the Indemnification , Ownership of Materials/Work Product, Records , Governing Law and Attorney Fees , shall survive the Agreement and remain in full force and effect. 26. NOTICES All notices , requests and approvals must be sent in writing to the persons below. which will be considered effective on the date of personal delivery or the date confirmed by a reputable overnight delivery service, on the fifth calendar day after deposit in the United States Mail , postage prepaid , registered or ce1tified , or the next business day following electronic submission: To City of Cupertino 10300 Torre Ave .. Cupertino CA 95014 Attention: John Raaymakers Emai I: johnr@cupertino .org To Contractor: GWLand Associates 215 Caledonia Street, Suite 303 Sausalito , CA 94965 Attention: Kathy Wood Email: kathygwl54@gmail.com 27. VALIDITY OF CONTRACT This Agreement is valid and enforceable only if (a) it complies with the purchasing and contract provisions of Cupertino Municipal Code Chapters 3.22 and 3 .23 , as amended from time to time , (b) is signed by the City Manager or an authorized designee , and ( c) is approved for form by the City Attorney's Office. Ci ty Proje ct S idewalk Improvements-Oran ge Av enu e Page 7 of 8 Pro.fess ional!Cons11/1in g Co ntrac ts /Ve rsion: May 22. 201 8 28. EXECUTION The person executing this Agreement on behalf of Contractor re presents and warrants that Contractor has full right, power, and authority to enter into and carry out all actions contemplated by this Agreement and that he or she is authorized to execute this Agreement, which constitutes a legally binding obligation of Contractor. This Agreement may be executed in counterparts , each one of which is deemed an original and a ll of which, taken together, constitute a single binding instrument. IN WITNESS WHEREOF, the patties have caused the Agreement to be executed. CONTRACTOR GWLand ASSOClA TES Name Kathleen Wood Title Partner Date i I j :L O J I g Tax I.D. No.: 81-1744150 Cupertino Acting City Attorney G~CE SCHMIDT / z_,,, l C, -/ V City Clerk 0 City Project Sidewa lk Improvements-Orange Avenue CITY OF CUPERTINO A Municipal Corporat ion Name Timm Borden T itle Director of Public Works Date / "J.Jjf J<:/ Page 8 of8 P rofessional/Co nsulting Co ntracts /Ve rsion : May 22. 201 8 EXHIBIT A Scope of Services The requirements for Basic Services ar e set forth in this Exhibit A, including general requirements and specific Tasks. This is an exhibit attached to, and made a part of, the Agreement between the City of Cupertino ("CITY") and GWLand Associates (J;QNSULTANT") for the provision of right of way _ , acquisition services ("SE~VICES"). / I!> -14_ .e-1..,J-.t.-.,J-~~ ·:, ·ru, , 'ri &''{-ht k , f-.A-~ tP-J (,.-cy, -f,C.,-e,,1--s {/1/ 1 fl-., -j{...._... ;t--ro-i.,, s · ,· " ~~ u f I µ c,....., ,,..,_ A-¥~! if,...L_ CONSULTANT shall perform consultant services as deta· ed in the following sections related to , the design, bidding and construction for a Public Works Project. (Hereafter referred to as fYLP-,.,L "PROJECT") ~~ SECTION 1. GENERAL ~Jj fft,.ut;._,°/ , General Performance Requirements: /2-{<:;J.t!t:: 1. The performance of all services by CONSULT ANT shall be to the satisfaction of the CITY, in accordance with the express terms hereof, including but not limited to the terms set out in detail in this scope of services and the standard of care provisions contained in this AGREEMENT. 2 . The CITY's Department of Public Works shall manage the PROJECT and this AGREEMENT. 3 . CONSUL TANT shall receive final direction from the CITY's Director of Public Works or his/her authorized designee (hereinafter collectively "CITY") only. The CITY shall resolve any conflicting direction from other groups, departments or agencies. 4. CONSULT ANT shall designate and provide to the CITY the names of their team members for the PROJECT. The team members shall be satisfactory to the CITY . CONSULTANT shall not substitute any team members without the prior approval of the CITY . 5 . CONSULTANT's services shall be performed as expeditiously as is consistent with professional skill and care and the orderly process of the work. The schedule for the performance included in EXHIBIT B, may be adjusted by mutual agreement. 6. CONSULTANT shall manage its SUBCONSULTANTS, and administer the PROJECT. 7. CONSULTANT shall consult with the CITY, research applicable design criteria, and communicate with members of the PROJECT team. GWLand Associates, Inc . Exhibit A Sidewalk Improvements-Orange Avenue I of4 SECTION 2. TASKS Project Management and general consulting service s will consist of the following: TASKl Project Management-General Consultation 1. PROJECT meetings with City staff to establish work process and work schedule for all right of way functions (2 meetings budgeted). 2. Participation in community outreach meeting, as nee ded . 3. Coordination with and management of all subcontractors . 4 . On-going consultation related to right of way issues and process . 5. Coordination with City legal counsel, as needed. 6. Problem solving and strategizing with City staff to provide recommendations for resolution of problems. 7 . Contract management, budget control and monitoring with timely PROJECT reporting. 8. Maintenance of PROJECT files for City review. 9. Monitoring work plan and work flow to ensure timely completion of assigned tasks and prescribed objectives. 10. Timely and responsive communications to City staff regarding status of work. Deliverables: 1. Meeting minutes. ii. Establishment and maintenance of PROJECT files. Provide to City as requested. iii. Status reports of PROJECT issues and tasks, frequency as agreed on. TASK2 Appraisal Services Appraisal services will be provided by Smith & Associates as a sub-contractor to GWLand Associates, Inc. Smith & Associates is an independent Real Estate Appraisal and Consulting firm specializing in Commercial Real Estate Appraisal and Valuation Services in the Greater Bay Area. The Scope of Work envisions 28 appraisals of narrow strips of land at the frontage of single-family home sites along Orange A ve nue . GWLand Associates , Inc. Sidewalk Improvements-Orange Avenue 2 of 4 Exhibit A The PROJECT is to construct sidewalks, curbs, gutters and park strips along Orange Avenue. The appraisals will not be for condemnation but will be prepared to general market value appraisal standru:ds. The properties will be staked in order to allow all parties to visualize the land area being appraised and assist the appraisers in identifying what site improvements are in the impacted area. Consultant shall contact property owners ahead of time to schedule the inspection dates and times, and to identify if the owner would like to be present for the appraisal site visit. Appraisal services shall consist of the following: 1. An initial meeting with the City to formalize the Scope of Work and a final meeting at completion to discuss the appraisal findings and answer questions. 2. Appraisal inspections. Three days are budgeted for inspec tions . If owners are not present, the inspections should be completed in 30-45 minutes per property. If owners are present the inspections may take longer in order to explain the process and answer questions. Properties will not be entered without the owner 's permission and if they are not at the inspection the site improvements will be inventoried from the existing right of way. 3. Inspections will include photographs of the impacted areas and identification of site improvements. Site improvements in the impacted areas are generally considered to include irrigated lawn, shrubs, plants, trees, fences, mailboxes, sidewalks, and driveways. 4. The appraisal will develop a uniform per square foot value for residential lots within the PROJECT area to be applied to all properties. 5 . The land will be appraised using comparable residential lot sales in the immediate area. The site improvements will be appraised based on their contributory market value for each property individually. It is under stood that fences, mailboxes, light fixtures and any other moveable items in the impacted areas will be relocated as part of the PROJECT and therefore will be excluded from the appraisal. Damage to any and all utility installations, including irrigation and yard lighting, will be repaired as part of the PROJECT and will be excluded from the appraisal. The appraisers will be provided with a plan that shows what trees will be removed and what trees will stay . No compensation will be considered for inconvenience or loss of access or parking during construction . 6. Appraisal report. A single Appraisal Report will be prepared in the form of a Restricted Report format per the Uniform Standards of Professional Appraisal Practice (USP AP). The report will use standard non-eminent domain language. The single report will include all of the properties to be appraised with values presented in a spreadsheet for easy reference. Deliverables: 1. Appraisal report GWLand Associates, Inc. Exhibit A Sidewalk Improvements-Orange Avenue 3 of 4 TASK3 Acquisitions/Negotiations GWLand Associates, Inc. will provide the following acquisition services: 1. Accompany Appraiser on inspection dates and meet with owners where possible . 2. Create parcel files and maintain written diaries for each property. 3. Draft letters and all other required documentation for city's review and approval to present to owners including Appraisal Inspection Letters, Agreements, Waiver's, Conveyance Documents, etc. 4. Person to person negotiations and contacts with property owners. 5. Explanation to owners of City's Voluntary Acquisition Program. 6. Coordination of title and/or escrow services (as needed). 7. File close-out and/or escrow close. Deliverables: i . Parcel files and diaries. ii. Documents as required for property acquisition. 111. Any PROJECT files not previously provided. TASK4 Additional Services 1. Services provided by CONSULTANT that are different from or in addition to those described herein are being included in the scope of Basic Services are referred to as "Additional Services". No Additional Services shall be performed without the prior written authorization of the CITY. No compensation shall be due from the CITY to the CONSULTANT for any Additional Services provided or performed by the CONSULTANT without the prior written authorization of the CITY. 2. Compensation to the CONSULTANT for Additional Services directed and authorized by the CITY shall be on the basis of either: 1) actual and reasonable time of the CONSULTANT's personnel necessary to complete the authorized Additional Service computed in accordance with the Rate Schedule attached to this Agreement; or 2) a fixed price mutually agreed upon by the CITY and the CONSULTANT. The forgoing notwithstanding, if Additional Services authorized by the CITY result from the neglect of CONSULT ANT or CONSULT ANT's default under this Agreement, CONSULT ANT shall complete Additional Services at no cost to the CITY. GWLand Associates , Inc. Exhibit A Sidewalk Improvements-Orange Avenue 4 of 4 EXHIBITB Schedule of Performance This Schedule of Performance establishes the milestones for commencement and completion of the Tasks for Basic Services as specified in Exhibit A, Scope of Services . Task# Task Description Deliverables Due 1 Project Management Ongoing from Notice to Proceed 2 Appraisal Services 45 days following inspections 3 Acquisition/Negotiation Services 8 weeks after Notice to Proceed for this task 4 Additional Services As agreed on GWLand Associates , Inc . Exhibit B Sidewalk Improvements-Orange A venue I of I EXHIBIT C Compensation Capitalized terms which are defined in the Agreement have the same meaning in this Exhibit C. This Exhibit Con Compensation supplements the provisions of Section 4 of the Agreement on Compensation, as further specified in Section 4. 1. Maximum Compensation. The CITY agrees to compensate CONSULTANT for professional services performed in accordance with the terms and conditions of this AGREEMENT. The maximum amount of compensation to be paid to CONSULT ANT under this AGREEMENT, including both payment for professional services, additional services and reimbursable expenses, shall not exceed Ninety Thousand Dollars ($90,000). CONSULT ANT agrees that it shall perform all of the services set forth in Exhibit A of this AGREEMENT, except for Additional Services required pursuant to Section 2 of Exhibit A, TASKS and inclusive of reimbursable expenses, for the maximum not to exceed amount of Seventy-Nine Thousand, Eight Hundred Dollars ($79,800). The maximum amount of Additional Services that may be authorized under Section 5 of this EXHIBIT C is Ten Thousand, Two Hundred Dollars ($10,200). 2. Method of Payment. For Task Nos. 1 through 3 CONSUL TANT shall, during the term of this AGREEMENT, invoice the CITY monthly based upon a percentage of completion of each task set forth below in the Payment Schedule for services performed, and reimbursable expenses incurred if applicable, in completing that task under this AGREEMENT (Hereinafter "Invoice"). Provided CONSULTANT has completed the services and incurred the reimbursable expenses covered by the Invoice in accordance with the provisions of this AGREEMENT, as determined by the CITY, the CITY shall pay CONSULTANT the amount shown on the Invoice within thirty (30) working days of receipt of the Invoice. The Invoice shall be based on the percentage of the task completed, and it shall describe the work completed during the Invoice period in accordance with the Payment Schedule set forth below. The Invoice shall list work completed and reimbursable expenses if applicable, in accordance with the Payment Schedule set forth below. CONSULTANT also shall include supporting documents to verify completed work and for any reimbursable expenses. The Invoice shall include sufficient detail to satisfy financial audits. The Invoice shall also show the total to be paid for the Invoice period . GWLand Associates , Inc. Exhibit C Sidewalk Improvements-Orange Avenue I of3 3. Payment Schedule. The following budget schedule will be used to determine monthly compensation for Basic Services based on the degree of completion, subject to confirmation and agreement by the City, and budget for each listed Task: Task# Task Description Compensation 1 Project Management 4,200 2 Appraisal Services 42,000* 3 Acquisition/Negotiation Services 33,600 4 Additional Services 10,200** TOTAL $90,000 * Fixed Fee. The cost for the appraisal process is $42,000 or $1,500 per property . If properti es are added, additional compensation of $1,000 per property will be authorized. Additional services by Smith and Associates beyond the Scope of Work outlined in Task 2 of EXHIBIT A, Scope of Services, including revisions, updates, meetings, arbitration, mediation, depositions, and testimony will be billed at $300 per hour. Consultant may not bill in excess of th e Task Budg et amount for any Task without prior written authorization from the City. The City has the discretion, but not the obligation, to reallocate the budgeted amounts for each Task, subject to the not to excee d limit specified in Section 4 of the Agreement. ** Separate authorization from City requir ed prior to pe1jorming any Additional Servic es. 4. Subconsultant Services. CONSULTANT is directly responsible for any payment for subconsultant work on this PROJECT. SUBCONSULTANT work on this PROJECT is included in the Payment Schedule shown above and shall be billed to the CITY by CONSULT ANT as part of the Basic Services. E. REIMBURSABLE EXPENSES Reimbursable expenses are included in CONSULTANT's maximum compensation, including, but not limited to, any expenses related to CONSULTANT's tasks. There are no separate reimbursable expenses for Basic Services performed under any Task of EXHIBIT A. 5. Additional Services CONSULTANT shall not perform Additional Services without prior written authorization of the CITY. Additional Services shall be separately negotiated to be paid on a lump sum or a time and material basis at the rates set forth herein, as authorized by the CITY. The CITY has set aside the sum of Ten Thousand, Two Hundred Dollars ($10,200) for the payment of Additional Services. The CITY shall not authorize and CONSULTANT shall not perform any Additional Services that result in charges in excess of the above amount. CONSULTANT shall submit an Invoice to the CITY for payment on a monthly basis for authorized Additional Services rendered during the previous month. In the event GWLand Associates , Inc . Exhibit C Sidewalk Improvements-Orange Avenue 2 of 3 Additional Services are authorized, CONSULTANT shall submit Invoices in accordance with the CONSULTANT hourly rate schedule attached to this EXHIBIT C. The rates shown in the Hourly Rate Schedule below shall stay in effect during the full term of the contract. The CITY shall pay Additional Services Invoices as provided in this EXHIBIT C. 6. Hourly Compensation for Additional Services The City will compensate CONSULTANT for satisfactory performance of duly authorized Additional Services which are subject to hourly billing, based on the hourly rate(s) set forth below, but subject to the compensation limits in Section 4 of the Agreement. The hourly rates are deemed to include all costs including, salary, wages, benefits, taxes, insurance, and the like paid to or on behalf of each individual providing the Services, and are also deemed to include profit, overhead, vehicle, equipment and supply costs and the like. The hourly rates do not include Reimbursable Expenses, which are addressed below and in Section 4 of the Agreement. These hourly rates will remain in effect for the Term of the Agreement unless changed by written amendment to the Agreement. Professional Hourly Rates: Project Manager Acquisition Agent Appraiser 150 120 300 7. Reimbursable Expenses. The following are allowed Reimbursable Expenses for authorized Additional Services compensated on an hourly basis (time and expenses), subject to the compensation limits in Section 4 of the Agreement: • Necessary additional sub-consultant services • Individual or multiple document reproductions that exceed 50 pages • Drawing or bid set reproductions to the extent authorized by City • Special software required by City specifically for the PROJECT, excluding standard software programs such as Microsoft Office suite applications (i.e. Word. Excel, PowerPoint, Project, etc.), Adobe Acrobat, or standard photo editing programs • Necessary travel expenses to the extent allowed by City policy, with mileage reimbursed per the current IRS standard mileage rate at the time of h·avel • Safety equipment required by City policy or the PROJECT scope of services • Mass mailing notifications • Special expenses for public meetings, such as refreshments, interpreters, security, valet parking, facility rental, tents or booths, easels, markers, paper, or presentation equipment. GWLand Associates , Inc . Exhibit C Sidewalk Improvements-Orange Avenue 3 of3 EXHIBITD Insurance Requirements Design Professionals & Consultants Contracts Consultant shall procure prior 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 Commercial General Liability (CGL) for bodil y injury, property damage, personal injury liability for premises operations, products and completed operations, contractual liability , and personal and advertising injury with limits no less than $2,000,000 per occurrence (ISO Form CG 00 01 ). If a general aggregate limit applies, either the general aggregate limit shall apply separately to this project/location (ISO Form 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 I nsured coverage under Consultant's policy shall be "primary and non-contributory," will not seek contribution from City 's insurance/self-insurance, and shall be at least as broad as ISO Form 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 forth 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 primary and non-contributo1y 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 . Automobile Liability: ISO CA 00 0 I 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. Workers' Compensation: As required by the State of California, with Statutmy Li mits and Employer's Liability Insurance ofno less than $1,000,000 per occurrence for bodily injury or disease. 0 Not required. Consultant has provided written verification of no emp lo yees . 4. Professional Liability for professional acts , errors and omissions, as appropriate to Consultant's fy~ ~ profession, with limits no less than $2,000,000 per occurrence or $2,000,000 aggregate. If written on a claims made form: 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 form with a Retroactive Date prior to the Contract Effective Date, the Consultant must purchase "extended reporting" coverage for a minimum of five (5) years after comp letion of the Services . OTHER INSURANCE PROVISIONS The aforementioned insurance shall be endorsed and have all the following conditions and provisions: Ex h. D-lnsurance Requirements.for Design Professionals & Co ns ulta nts Co ntracts Form Update d Feb. 2018 1 /Additional Insured Status V The City of Cupertino, its City Council , officers , officials , employees , agents, servants and volunteers ("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 Form CG 20 10 (11/ 85) or both CG 20 10 and CG 20 37 forms , if later editions are used). Primary Coverage Coverage afforded to City/Additional Insureds shall be primary insurance. Any insurance or self-insurance maintained by City, its officers, officials , employees, or volunteers shall be excess of Consultant's insurance and shall not contribute 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 IO days in advance if due to non-payment of premiums . Waiver of Subrogation Consultant waives any right to subrogation against City/Additional Insureds for recovery 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 performed by Consultant, its employees, 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 . Best Rating of A-VII , or better . Verification of Coverage Consultant must furnish acceptable insurance certificates and mandatory 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 tenn. 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 Jim its 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. Exh. D-lnsurance Requirem ents for De sign Professiona ls & Co nsultants Co ntracts Form Update d Feb. 2 0/8 2 GWLAASS -01 JZHANG ACORD CERTIFICATE OF LIABILITY INSURANCE I DA TE (M MIDD IYYYY) ~ 07/09/2018 THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER, AND THE CERTIFICATE HOLDER. IMPORTANT: If the certificate holder is an ADDITIONAL INSURED, the policy(i es) must have ADDITIONAL INSURED provisions or be endorsed . If SUBROGATION IS WAIVED , subj e ct to the terms and conditions of the policy, certain policies may r e quire an endorsement. A statement on this certificate does not confer r i ghts to the certificate holder in lieu of such endorsement(s). PRODUCER License# 0757776 I CONTAC T Jennifer Domaoal NAM E: HUB Inte rnational Insurance Services Inc. 1 rA~g~N~.Ext): (442) 244-6924 I r..e~.No): 1525 FaradaA Avenue , Suite 200 Carlsbad , C 92008 i ~JhA~~ss , jen.domaoal@hubin_ternational.com ' ---IN SURE_B(S) AFFO_RDI NG COVER AGE NAIC # -------------------_ , INS URER A : Massachusetts Bay Insurance Comt1any 22306 INS URED \ 1NS URER s ,Allmerica Financial Benefit Insurance Comi:iany 41840 GWLand Associates , Inc. .JNSURER c : State Compensation Insura nce Fund of California 35076 215 Caledonia #30 3 , INS URER D: Houston Casual!',' Comi:iany 42374 Sausalito , CA 94965 I tNSURE R E : I INSUR ER F: COVERAGES CERTIFICATE NUMBER· REVISION NUMBER· TH IS IS TO CER TIFY T HAT THE POLI CIES O F I N SURANC E LIS T ED BE LOW HAVE BEEN ISSU ED TO THE INSURED NAM ED ABOVE FOR THE PO LI CY PERIOD INDICATED. NOTWIT HST AND ING ANY R EQU I REMENT, TER M OR CON DITI ON OF ANY CONTRACT OR OTHE R DOCUM ENT W ITH R ESP ECT TO W HI C H T HI S CER TI FICATE MAY BE ISSUED OR MAY PER TAIN , T HE IN SU RA N CE AFF ORD E D BY THE PO LI CIES DE SCR IBED HER EI N IS SU BJEC T TO A LL THE TERMS, EXC LUSIONS AND COND IT IONS OF SUCH POLICIES . LIM ITS SHOWN MAY HAVE B EEN RED UC E D BY PAID CLAIMS . INSRT -TYP E OF IN SU RANCE LT<> IADD L ISUBR I INS D WVD POLI CY NUMBER I PO LI CY EFF I POLI CY EX P I IMMIDD/YYYY \ I MM/DDIYYYY l LI MITS A 0 ~·"'""'"AA' u,am EACH OCCURRENCE s 2 ,000 ,000 - 1 CLA IMS-M ADE [KJ OCCUR X X OD3-A973775 V 07/01/2018 07/01/201 9j; ,DAMAGE TO RENTED 300 ,000 ~_ES (Ea occurrence) s r-5 ,000 I MED EXP ~Y~eerson) s ! -------PERSONA L & ADV INJ UR Y s i GEN'L AGGREGATE LIMIT APP LIES PER : I GENERA L AGGREGATE s 4,000 ,000 I X l l PRO -D LOC I PRODUCTS · COMP/OP AGG s 4 ,000 ,000 f-..'. : POLICY J JECT I I I OTHER : I I I s V v B I AUTOMOBI LE LI ABI LITY IA993140 I I CO MBINED SINGLE LIMIT 1,000,000 . I I r (Ea accident) s I X ANY AUTO I X 07/01/2018 07/01/2019v'ornLY INJURY (Per eerson) __L___ ___ -- OWNED 1--SCHED ULED AUTOS ON LY . AUTOS I , BODILY INJURY (Per acci dent) s HIRED ' I NON-OWN ED I I Jp~?~fc~d~t~AM AG E s , AUTOS ONLY .______j AUTOSON LY I I I I s I UM BRE LLA LI AS H OCCUR I I EAC H OCCURRENCE i s ,-, EXC ESS LI AS CLA IMS-M ADE I AGGREGATE s r--1------r I RETENTION s I I s I DED I C ; WORKERS COMP ENSA TI ON ~ ! ~f :IUIE I -OTH- I AN D EM PLO YERS ' LIA BILI TY I : EB YIN 9161949-18 I 07/0112018 07/01/2019 1 ,000 ,000 , ANY PROPRIETOR/PARTNER/EXECUTIVE D I E.L. EACH ACCI DENT s : PJf~~~l;t~,~~Ti~ EXCLUDED? N/A E.L. DISEASE· EA EMPLOYEE! S 1 ,000 ,000 l 1t yes , describe und er I &L. DISEASE. POLI CY LIMIT I s 1 ,000,000 DESCRIPTION OF OPERATIONS below D ,Prof Liability H718-111865 I 0110112018 07/01/2019 1 :'A.gg/Occ I 1 ,000,000 I I DESCR IPTION OF OPERA TI ONS I LOCA TI ONS I VEH ICLES (ACO RD 101 , Add itional Rema rks Sc hedu le, may be attac hed if more space is requ ired ) Re: M c Clellans Road Sidewalk Improveme nts -Phas e 2 proj ect Th e City o f Cuperti n o, its City Co uncil, b o ards and commiss io ns, o ffi ce rs , e m pl o y ee s and volunte ers are na m e d additional i n s ured a s r espe c ts General Liab i lity pe r 391-1006 0609 and Auto Liabi lity pe r 461 -0478 1212. Wa ive r of subrogati o n ap plies on Ge nera l Liabi lity p er BP04 97 0702. All forms valid whe re require d by written con t ra c t. *10 D ay No t i ce o f c an cellati o n for no n -paym e nt of pre mium . CERTIFICATE HOLDER CANCELLATION SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE City of Cupertino THE EXPIRATION DATE THEREOF , NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS . 10300 Torre Ave . Cupertino , CA 95014 AUT HORIZED REPR ESENTA TI VE ~'(;,£._taL/dL_ ACORD 25 (2016/03) © 1988-2015 ACORD CORPORATION. All r i ghts reserved. The ACORD name and logo are registered marks of ACORD THIS ENDORSEMEI\JT CHANGES THE POLICY . PLEASE READ IT CAREFULLY. BUSINESSOWNERS LIABILITY SPECIAL BROADENING ENDORSEMENT This endorsement modifies i nsuranc e provided under t he following : BUSINESSOWNERS COVERAGE FORM -------·-----·-------------.. ------··-----~---------- SUMMARY OF COVERAGES Limits Page -~ditionBTlnsur8d by Contract , Agreement or Permit ~-In cluded 2. Additional Insured -Broad Form Vendors Included 2 3. Alienated Premises Included 3 4. Broad Form Property Damage -Borrowed Equipment, Customers Goods and Use of Elevators Included 3 ·------------· 5 . Incidental Malpractice (Employed Nurses, EMT's and Paramed ics) Included 3 6. Personal and Advertising Injury -Broad Form Included 4 7. Product Recall Expense Included 4 Product Recall E xpe nse Each Occurrence Lim it $25,000 5 1 Occurrence I Product Recall Expe nse Aggregate Limit $50,000 5 j Aggregate 1 -· Product Recall Deductibl _~_ .. ______ .. _, ________ ............ ------·---$500 5 ·I ---·----··--------··----·-····----···--.. ····-···---------.. ---.. ···-·-·····-··-·-··--------···-···-···------.. --·-·---··· .. -···------.. ------------· __________ J 8. Unintentional Failure to Disclose Hazards In cluded 6 1--------·----·------ 9. Unintentional Failure to Notify Included 6 This endorsement amends coverages provided under the Businessowners Coverage Form through new coverages and broader coverage grants. This coverage is subject to the provisions applicable to the Businessowners Coverage Form, except as provided below. The following changes are made to SECTION II · LIABILITY: 1. Additional Insured by Contract, Agreement or Permit The following is added to SECTION II LIABILITY , C . Who Is An Insured : Additional Insured by Contract, Agreement or Permit a. Any person or organization with whom you agreed in a written contract , written agreement or permit to add such person or organization as an additional insure d on your policy is an additional insured only with respect to liability for "bodily injury", "property damage", or "personal and advertising injury" caused, in whole or in part , by your acts or omissions , or the acts or omissions of those acting on your behalf. but only with respect to: (1) "Your work" for the additional insured(s) designated in the contract, agreement or permit; J (2) Premises you own , rent, lease or occupy; or (3) Your maintenance , operation or use of equipment leased to you. b . The insurance afforded to such additional insured described above: (1) Only applies to the extent permitted by law; and (2) Will not be broader than the insurance which you are required by the contract , agreement or permit to provide for such add it ional insured . (3) Applies on a primar-y basis if that is required by the written contract, written agreement or permit. (4) Will not be broader than coverage provided to any other insured. (5) Does not apply if the "bodily injury", "property damage" or "personal and advertising injury" is otherwise excluded from coverage under this Coverage Part, including any endorsements thereto . 391-1006 08 16 Includes copyrighted material s o f Insurance Servi c es Offices , Inc ., with its permiss ion . Page 1 of 6 c . This provision does not apply: (1) Unless the written contract or written agreement was executed or permit was issued prior to the "bodily injury", "property damage", or "personal injury and advertising injury". (2) To any person or organization included as an insured by another endorsement issued by us and made part of this Coverage Part . (3) To any lessor of equipment: (a) After the equipment lease expires ; or (b) If the "bodily injury", "property damage", "personal and advertising injury" arises out of sole negligence of lh e le ssor . (4) To any: (a) Owners or other interests from whom land has been leased if the "occurrence" takes place or the offense is committed after the lease for the land expires; or (b) Managers or lessors of premises if: (i) The "occurrence" takes place or the offense is committed after you cease to be a tenant in that premises; or (ii) The "bodily injury", "prop er ty damage", "personal injury" or "advertising injury" arises out of structural alterations , new construction or demolition operations performed by or on behalf of the manager or lessor. (5) To "bodily injury", "property damage" or "personal and advertising injury" arising out of the rendering of or the failure to render any' professional services. This exclusion applies even if the claims against any insured allege negligence or other wrongdoing in the supervision, hiring, employment, train ing or monitoring of others by that insured , if the "occurrence" which caused the "bodily injury" or "property damage" or the offense which ca used the "persona l and advertising injury" involved the rendering of or failure to render any professional services by or for you. d . With respect to the irisurance afforded to these additional insureds , the following is added to SECTION II • LIABILITY, D. Liability and Medical Expense Limits of Insurance : ;&~, Han°'ver ~-:;?"l nsurnn ~('). :o u p .. OD3A973775 1001651 The most we will pay on behalf of the additional i nsured for a covered claim is the le sse r of the amount of insurance: 1. Required by the contract, agreement or permit described in Paragraph a.; or 2. Available under t he app licable Limits of Insurance shown in the Dec larations . This endorsement shall not increase the applicable Limits of Insurance shown in the Declarations e. All other ins uri ng agreements , exclusions, and conditions of the poli cy apply. 2. Additional Insured -Broad Form Vendors The following is added lo SECTION II LIABILITY, C. Who Is An Insured: Additional Insured -Broad Form Vendors a. Any person or organization that is a vendor with whom you agreed in a written contract or written agreement to include as an add itional insured under this Coverage Part is an insured, but only with respect to liability for "bodily injury" or "property damage" arising out of "your products" which are distributed or sold in th e regular course of the vendor's business. b . The insurance afforded to such vendor described above : (1) Only applies to the extent permitted by law; (2) Will not be broader than the insurance which you are required by the contract or agreement to provide for such vendor; (3) Will not be broader than coverage provided to any other insured; and (4) Does not apply if the "bodily injury", "property damage" or "personal and advertising injury" is otherwise excluded from coverage under this Coverage Part, including any endorsements thereto c. With respect to insurance afforded to such vendors, the following additional exclusions apply: The insurance afforded to the vendor does not apply to: (1) "Bodily injury" or "property damag e" for which the vendor is obligated to pay damages by reason s of the assumption of liability in a contract or agreement. This exclusion does not apply to liability for damages that the insured would have in the absence of the contract or agreement ; (2) Any express warranty unauthorized by you; 391-1006 08 16 In cludes copy right ed materials or In su r a nce Services ornces , In c., with its permission. Page 2 of 6 (3) Any physical or chemical change in the prnduct made intentionally by th e vendor; (4) Repackaging , unle ss unpa cked solely for the purpose of inspection, demonstration, testing, or th e subs t i tution of parts und er instruction from the manufacturer, and then repackag ed in the original container: (5) Any failure to make such inspection, adjustments, tests or servicing as th e ve ndor has agreed to make or normall y 3. undertakes to make in the usual course of business in connection with the sale of the product ; (6) Demonstration , installation , servicing or repair operations, except such operations performed at the vendor's premises in connection with the sale of the product ; (7) Products which, after distribution or sale The most we will pay on behalf of the vendor for a covered claim i s the le sse r· of the amount of insurance : 1. Required by the contract or agreement described in Paragraph a.; or 2. Available under the applicable Limits of Insurance shown in the Declarations; This endorsement shall not increase the applicable Limits of Insurance shown in the Declarations. Alienated Premises SECTION II LIABILITY, B. Exclusions, 1. Applicable To Business Liability Coverage k. Damage to Property, paragraph (2) is replaced by t11e following: (2) Premises you sell, give away or abandon, if the "property damage" arises out of any part of those premises and occurred from hazards that were known by you, or should have reasonably been known by you, at the time the property was transferred or abandoned. by you, have been labeled or relabeled or used as a container, part or ing redient of any other · thing or substance by or for the vendor; 4. Broad Form Property Damage Borrowed (8) "Bodily injury" or "property damage" arising out of the sole negligence of the vendor for its own acts or omissions or those of its employees or anyone else acting on its behalf. However , thi s exclusion does no t apply to: (a) The exceptions contained within the exclusion in subparagraphs (4) or (6) above ; or (b) Such inspections , adjustments, tests or servicing as the vendor has agreed to make or normally undertakes to make in the usual course of business , in connection with the distl'ibution or sale of the products. (9) "Bodily injury" or "property damage" arising out of an "occurrence" that took place before you have signed the contract or agreement with the vendor. (10)To any person or organization included as an insured by another endorsement issued by us and made part of this Coverage Part. (11)Any insured person or organization, from whom you have acquired such products, or any ingredient , part or container, entering into , accompanying 5. or containing such products. d. With respect to the insurance afforded to these vendors, the following is added to SECTION II -LIABILITY, D. Liability and Medical Expense Limits of Insurance: Equipment, Customers Goods, Use of Elevators a. The following is added to SECTION II - LIABILITY, B. Exclusions, 1. Applicable To Business Liability Coverage, k. Damage to Property: Paragraph (4) does not apply to "property damage" to borrowed equipment while at a jobsite and not being used to perform operations. Paragraph (3), (4) and (6) do not apply to "property damage" to "customers goods" while on your premises nor to the use of elevators. b. For the purposes of this endorsement, the following definition is added to SECTION II - LIABILITY, F .. Liability and Medical Expenses Definitions: 1. "Customers goods" means property of your customer on your premises for the purpose of being : a. b. Worked on; or Used in your manufacturing process. c. The insurance afforded under this provision is excess over any other· valid and collectible property insurance (including deductible) available to the insured whether primary, excess, contingent or on any other basis . Incidental Malpractice -Employed Nurses, EMrs and Paramedics SECTION II -LIABILITY, C. Who Is An Insured , paragraph 2.a.(1}(d) does not apply to a nurse, 391-1006 08 16 Inclu des copyrighted materia ls of Insurance Services Offices , In c ., with its permission. Page 3 of 6 emergency medical technician or paramedic employed by you if you are not engaged in the business or occupation of providing medical , paramedical , surgica l, dental. x-ray or nursing services. 6. Personal Injury · Broad Form a. SECTION II -LIABILITY, B. Exclusions, 2. Additional Exclusions Applicable only to "Personal and Advertising Injury", paragraph e. is deleted . b. SECTION II -LIABILITY, F. Liability and Medical Expenses Definitions, 14. "Personal and advertising injury", paragraph b. is replaced by the following: b. Malicious prosecution or abuse of process. c. The fo llowing is added to SECTION II · LIABILITY, F. Liability and Medical Expenses Definitions, Definition 14. "Personal and advertising injury": "Discrimination" (unles s insurance th ereof is prohibited by law) that results in injury to the feelings or reputation of a natural person , but only if such "discrimination" is: (1) Not done intentionally by or. at the direction of: (a) The insured; (b) Any officer of the corporation, director, stockholder, partner or member of the insured; and (2) Not directly or indirectly related to an "employee", not to the employment , prospective employment or· termination of any person or persons by an insured . d. For purposes of this endorsement, the following definition is added to SECTION II • LIABILITY, F. Liability and Medical Expenses Definitions : 1. "Discrimination" means the unlawful treatment of individuals based upon race , color, ethnic origin, gender, religion , age, or sexual preference. "Discrimination" does not include the unlawful treatment of individuals based upon developmental , physical , cognitive , mental, sensory or emotional imp airment or any combination of th ese . e. This coverage does not apply if liability coverage for "personal and advertising injury" is excluded either by t11e provisions of the Coverage Form or any endorsement thereto. 7. Product Recall Expense a. SECTION II -LIABILITY, B. Exclusions, 1. Applicable To Business Liability Coverage, 1&\'\ Hanover ~ In surance Croup .. OD3A973775 1001651 o . Recall of Products, Work or Impaired Property is replaced by the following: o. Recall of Products, Work or Impaired Property Damages cla i med for any los s , cost or expense incurred 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, defic ie ncy , inadequacy or dangerous condition in it, but this exclusion doe s not apply to "product recall expenses" that you incur for the "covered recall" of "your pmduct". However, the exception to the exclusion does not apply to "product recall expenses" resulting from : (4) Failure of any products to accomplish their intended purpose; (5) Breach of warranties of fitness, quality, durability or performance; (6) Loss of customer approval, or any cost inc urred to regain customer approval; (7) R ed istribution or replacement of "your product" which has been recalled by like products or substitutes; (8) Caprice or whim of the insured; (9) A condition likely to cause loss of which any insured knew or had reason to know at the i nception of this insurance ; (10)Asb estos , including loss, damage or clean up resulting from asbestos or asbestos con taining materials ; or (11) Recall of "your products" that have no known or suspected defect solely because a known or suspected defect in another of "your products" has been found . b. The following is added to SECTION II - LIABILITY, C . Who Is An Insured, paragraph 3 .b.: "Product recall expense" arising out of any withdrawal o r recall that occurred before you acquired or formed the organization. 391-1006 08 16 Includes copyrighted materials of Insurance Services Offices, In c .. w ith ils permission. Page 4 of 6 c. The following is added to SECTION II • LIABILITY, D. Liability and Medical Expenses Limits of Insurance: Product Recall Expense Limits of Insurance a. The Limits of Insurance shown in the SUMMARY OF COVERAG ES of thi s endorsement and the r ul es stated below fi x the most th at we will pay under this Product Recall Expense Coverage regardless of the number of: {1) Insureds; (2) "Covered Recalls" initiated ; or (3) Number of "your products" withdrawn. b. The Product Recall Expense Aggregate Limit is the most that we will reimburse you for the sum of all "product recall expenses" incurred for all "covered recalls" initiated during the policy period . c . The Product Recall Each Occurrence Limit is the most we will pay in connection with any one defect or deficiency. d. All "product recall expenses" in connection with substantially the same general harmful condition will be deemed to arise out of the same defect or deficiency and considered one "occurrence". e. Any amount reimbursed for "product recall expenses" in connection with any one "occurrence" will reduce the amount of the Product Recall Expense Aggregate Limit available for reimbursement of "product recall expenses" in connection with any other defect or deficiency. f. If the Product Recall Expense Aggregate Limit ha s been reduced by reimbursement of "product re call expenses" to an amount that is less than the Product Recall Expense Each Occurrence Limit, the remaining Aggregate Limit is the most that will be available for reimbursement of "product recall expenses" in connection with any other defect or deficiency. g. Product Recall Deductible We will only pay for the amount of "product recall expenses" which are in excess of the $500 Product Recall Deductible. The Product Recall Deductible applies separately to each "covered recall". The limits of insurance will not be reduced by the amount of this deductible . We may, or will if required by law, pay all or any part of any deductible amount , i f applicable . Upon notice of our payment of a deductible amount, you shall promptly reimburse us for the part of the deductible amount we paid. The Product Recall Expense Limits of Insurance 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 add itional period will be deemed part of the la st preceding period for the purposes of determining the Limits of Insurance. d. The following is added to SECTION 11 · LIABILITY, E. Liability and Medical Expense General Conditions, 2 . Duties in the Event of Occurrence , Offense, Claim or Suit: You must see to it that the following are done in the event of an actual or anticipated "covered recall" that may result in "product recall expense": (1) Give us prompt not ice of any discovery or notification that "your product" must be withdrawn or recalled. Include a description of "your product" and the reason for the withdrawal or recall; (2) Cease any further release, shipment, consignment or any other method of distribution of like or similar products until it has been determined that all such products are free from defects that could be a cause of loss under this insurance . e . For the purposs of this endorsement , the following definitions are added to SECTION II -LIABILITY, F. Liability and Medical Expenses Definitions: 1. "Covered recall" means a recall made necessary because you or a government body has determined that a known or suspected defect, deficiency, inadequacy , or dangerous condition in "your product" has resulted or will result in "bodily injury" or "property damage". 2. "Product recall expense(s)" means: a. Necessary and reasonable expenses for: (1) Communications, including radio or television announcements or printed advertisements including stationary, envelopes and postage; 391-1006 08 16 In c lud es copyrighted materials of In s uran ce Serv ices Offices. In c , witll its permission. Page 5 of 6 f. (2) Shipping the recalled products from any purchaser, distributor or user to the place or places designated by you; (3) Remuneration paid to your regular "employees" for necessary overtime ; ~\'Hanover ~ Jn sura n re Croup .. OD3A973775 1001651 (1) If the "products -comp le ted operations hazard" is exc lud ed from coverage under this Coverage Part including any endorsement thereto ; or (2) To "product r eca ll expe nse" arising out of any of "your products" that are otherwise excluded from coverage under this Coverage Part in c luding endorsements the reto . · (4) Hiring additional persons, other than your reg ula r "employees"; (5) Expenses inc urred by "empl oyees" 8. Unintentional Failure to Disclose Hazards includ ing transportation and accommoda tions ; (6) Expenses to rent additional warehouse or storage space; (7) Disposal of "your product", but only to the extent that specific methods of destructi on other than those employed for trash discarding or disposal are 9 . required to avoid "bod i ly inj ury" or "property damage" as a re sult of such disposal, you incur exclus ive ly for the purpose of recalling "your product"; and b. Your lost profit resulting from such "covered recall". Th is Produ ct Recall Expense Coverage does not apply: The foll ow ing is added to SECTION II LIABILITY, E. Liability and Medical Expenses General Conditions: Representations We will not disclaim coverage under this Coverage Part if you fail to disclose all hazards existing as of the inception date of the policy provided such failure is not intentional. Unintentional Failure to Notify The following is added to SECTION II LIABILITY, E. Liability and Medical Expenses General Conditions, 2. Duties in the Event of Occurrence, Offense, Claim or Suit: Your rights afforded under this Coverage Part shall not be prejudiced if you fail to give us notice of an "occurrence", offense, claim or "suit", solely due to your reasonable and documented belief that the "bodily injury", "property damage" o r "personal and advertising injury" is not covered under this Policy. ALL OTHER TERMS, CONDITIONS , AND EXCLUSIONS REMAIN UNCHANGED. 391-1006 08 16 Includes copyrighted materials of Insurance Services Of fices, In c., with its permission . Page 6 of 6 ~\'\Hanover ~ Insurance Croup .. AW3A993140 1001651 THIS Ef\JDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. BLANKET ADDITIONAL INSURED -PRIMARY AND NON-CONTRIBUTORY Thi s endo rsement modifies i n su r ance provided under t he foll ow ing : BUSINESS AUTO COVERAGE PART A . The following is added to SECTION II LIABILITY COVERAGE, Paragraph A.1 . Who Is An Insured: Additional Insured if Required by Contract If you agree in a written contract, written agreeme nt or written permit that a person or organization be added as an additional "insured" under this Coverage Part, such person or organization is an "in sured"; but only to the extent that such person or organization qualifies as an "insured" under paragraph A .1.c. of th is Section . If you agree in a written contract, written agreement or written permit that a person or organization be added as an additional "insured" under this Coverage Part, th e most we will pay on behalf of such additional "insured" is the lesser of: (1) The Limits of Insurance for liability coverage specified in the written contract , written agreement or written permit; or (2) The Limits of Insurance for Liability Coverage shown in the Declarations applicable to this Coverage Part. Such amount shall be part of and not in addition to the Limits of Insurance shown in the Declarations applicable to this Coverage Part. .Regardless of the number of covered "autos", "insureds", premiums paid, claims made or vehicles involved in the "accident", the most we will pay for the total of all damages and "covered pollution cost or expense" combined resulting from any one "accident" is the Limit of Insurance for Liability Coverage shown in the Decla ra lions. B. The . follow i ng is added to SECTION IV · BUSINESS AUTO CONDITIONS , Paragraph B. General Conditions, subparagraph 5. Other Insurance: Primary and Non-Contributory If you agree in a written contract , written agreemen t or written permit that the i nsurance provided to a person or organization who qualifies as an add itional "insured" under SECTION II -LIABILITY COVERAGE, Paragraph A.1. Who Is An Insured, subparagraph Additional Insured if Required by Contract is primary and non-contributory , the following applies: The l iabil ity coverage provided by this Coverage Part is primary to any other insurance available to the additional "insured" as a Named Insured . We will no t seek contribution from any other insurance available to the additional "insured" except: (1) For the sole negl igence of the additional "insured"; or (2) For negligence arising out of the ownership, maintenance or use of any "auto'' not owned by the additional "insured" or by you , unless that "auto" is a "trailer" connecte d to an "auto" owned by the additional "insured" or by you; or (3) When the additional "insured" is also an additional "insured" under another liability policy. C. This endorsement will apply only if the "accident" occurs: 1. During the policy period ; 2. Subsequent to the execution of the written contract or written agreement or the issuance of th e written permit; and 3. Prior to the expiration of the period of time that the written contract, written agreement or written permit requires such ins urance to be pro vi ded to the additional "insured". D. Coverage provided to an additional "insured" will not be broader than coverage provided to any other "insured" under this Coverage Part. ALL OTHER TERMS , CONDITIONS, AND EXCLUSIONS REMAIN UNCHANGED. 461-047812 12 In clud es copyrighted material of ISO Insurance Services Office , In c .. with it s permiss ion Page 1 of 1 ~\'\ Hanover ~ Jnsurnnce G roup .. OD 3 A97 3775 1001651 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. WAIVER OF TRANSFER OF RIGHTS OF RECOVERY AGAINST OTI-lERS TO US This endorsement modifi es insurance provided und er the following : BUSINESSOWNERS COVERAGE FORM SCHEDULE* Name Of Person Or Organization: BLANKET , AS REQUIRED BY WRITTEN CONTRACT * Information required to complete this Schedule , if not shown on this endorsement, will be shown in the Declarations. Paragraph K. Transfer Of Rights Of Recovery Against Others To Us in Section Ill • Common Pol· icy Conditions is amended by the addition of the following : We waive any ri ght of recovery we may have against the person or organization shown in the Schedule above because of payments we make fo r injury or damage arising out of your ongoing op- erations or "your work" done under a contract with that person or organization and included in the "products-completed operations hazard". This waiver applies only to the person or organ ization shown in the Schedule above . BP 04 97 07 02 Copyright, ISO Properti es, Inc ., 2001 Page 1 of 1 ' v ' EXHIBIT D Insurance Requirements Design Professionals & Consultants Contracts Consu ltanr s ha ll procu re prior to commenceme nt of Serv ices and maintain for the durati on of th e contracc, at it s own cost and expe nse , the fo ll ow ing in s uran ce policies and coverage with compa nies doing business in Ca li lomia and ac ccp tnble to C ity. IN SURANCE POLI CIES AN D MINIMUMS REQUIRED I. Co111111ercia/ Genem/ Liabi!izl' (CG L) for bodil y injury, property darnuge, pcrso1rnl injury liab ili ty f'or premis es operat ions, products and completed o perat ion s , co ncra c tual liabi lity , and persona l and adve rtising inj ury wit h limi ts no less than $2,000,000 per occu rr ence (I SO Fo rm CG 00 OJ ). lf a genera l agg 1·cga tc limi t app li es. eit her th e ge nera l aggregate limi t sh al l app ly separate ly to th is J projecti loc ati o n (ISO J·;-o rin CG 25 03 or 25 04) or it sha ll bet wicc th e 1·equ ir cd occu rr ence limit. 2. 3. a. It sha ll be a req uirement tha t any avai labJc insurance pro cee ds broad er than o r in excess of the s pe c ified minimum in s urance coverage requirements an d/o r limit s s ha ll be made available to th e Adclitionnl In sur ed nnd shall be (i) th e minimum covcrnge/li m its specified in this ag ree m ent ; or (ii) the broader covernge ancl maximum I irnit s of coverage of any in su rance po licy. whi cheve1· is g reate r. b. Additional In sured coverage und e r Co ns ultant 's pol ic y s hall be "primary and non-co ntribut ory ," wi ll not seek contr ib ution from City's in sura ncc /sclf-in sur:111c c, und sha ll be at least as broad as ISO Form CCi 20 0 I (04il 3) c. T he lim its of in suran ce required may be sa ti sfied by a combinat ion of primary and urnbr e lhi or excess in s uranc e, provided each po li cy comp li es \Vil li th e requirements set forth in thi s Co ntrac t. Any umbre lla o r excess in s uran ce sha ll contain or be e nd orsed to co ntain a p rovis ion that suc h coverage sha ll a lso app ly o n a pr inrnry ancl no n-co ntribut ory ba s is for th e be nefi t of C ity befo re th e C it y's own in s ura nce o r sc i f-in surn ncc shal l be calle d upon lo prot ect C ity as a na lll cd insured. A uto1110/Ji/e Liability: ISO CA 00 0 I co ver in g any auto (inc lu ding owned, hired , a ncl non-ow ned a11tos) with limits no Je ss than $1,000,000 p e r accident for bodi ly in j ury and prop e rt y damage. I/ Workers' Compensation: As req uir ed by the State of California , with Statutory Limits and Emp loyer's Liabi lity In sura nce ofno less than $1,000,000 per occurrence fo r bodily injur y o r diseas e. Nol req uir ed Consul tan! has provided 1rrifle11 vffi(icut ion u/'no employees. I V 4. PNdes siona/ Liahi!izr for professional acts , erro rs and omissions , as app ropriate to Co nsu lt ant 's profe ss ion , with I imit s no Jess than $2,000,000 pe r occu1r~ncc o r $2,000,000 aggregate. If' wrillen on a c la im s made i'orrn: N \ Y a. T he Re troactiv e Date must be shown and must be befcH-c the E flee ti vc Date of th e Con tract. ln surnn ce 1nus l be ma intninecl for nt le;:is t Ii vc ( 5) yea rs nf'Lc r comple tion or the Se rvices. If co ve rage is ca nce led o r no11-r c11c\-vecl, and not repla ced 1vith anot he r c laims -m ade po li cy form with a Retroactive Da te prior to th e Contract Effec ti ve Date, the Co nsul ta nt mu s t purch ase "ex tended reporting." cove rage for ,1 rninimum of five (5) yea rs al"tc r co 111pl ct ion ofl h eSc rviccs. OTHER I NSU R ANCE PRO V I SIO NS Th e af<m:mentionccl insurnncc shall be e ndo rsed ancl have a ll the fo ll ow in g conditions and pnrvi s ions: Exfi. D-f11.1·1ira11c l' lfr1111in!m e111s/m· D esig11 l'ro/~·ssio11uls & c ·,)11 .rn llullls Co11!ro c1.,· For111 Updu1ed F eh. :!UIS --- I _J --·······---····---······------------------------------------·--------'---, Additio11al lns11red Status The City o CCupc rlin o, it s City Counci l , ofliccrs, o!T1 c iHls. emp loyees. agents, servants and voluntee rs (''A ddi tiona l In sureds") c11·c to be cover ed as ac ldi liona l insureds on Consu ltant's CG L policy. Ge ne ral Liability coverage can be provided in the fo rm ofan c11cl orsc111c 11i 10 Cons ult ant's in s urance (a t least as broad ns ISO Fo rm CG 20 l O (I 1 / 85) or both CG 20 I O and CG 20 37 forms, if later ed iti ons arc used). Pri mary CrJl'emge Coverage affo rd ed to City/Additiona l Insureds shall be primary ins tu ance. A ny in suran ce or se l f-in surance main tained by C it y, its o!'r-1cc1·s. officia ls , emp loyees , or vo lu nteers s ha ll be excess of Consu ltan t 's in sura nce and s hall not cont ri bute to it. l\io ti ce r!f' Ca11cel/atio11 Enc h insurance policy shall state that coverage s hall not be cance led or all owed to expire, except with wr itt en noti ce to City 30 clays in adva nce or IO clays in advance if clue to non-payment oi'premi ums. 1-Vaiver oj'Subroga tion Consultant waives any ri ght lo subrogation against City/Additiona l Insureds for recovery or damages to the extent said los ses arc covered by Lhe in surance policies required herein. Specifica ll y, the Workers ' Compensation poli cy s ha ll be endorsed with a waive r of subrog a tion in favo r of City for all work performed by Co nsu lrant, it s emp loyees , agents and subconsu lta nt s. Th is prov ision applies rcga rcllc ss of w heth er o r not th e City has rece ive d a wa i ve r of subrogation endorsemen t from the in su rer. Deductihles and Selj:/11.rnred Retention .\ Any clecluctiblc or self-insured ,·cte ntion must be dec lared to and approved b y the C it y. At C it y's option, eit her: 1h c insurer mu st reduce or e limin ate the ded uctib le or se l f-in sured retentions as respects th e City/Ad diti ona l In su re ds ; o r Cons ult ant must sh ow proof or ab ili ty to pay losses and costs related in ves ti gations, c laim adm ini s trat ion and defe nse expenses. T he pol icy shal l provide, o r be e ndorse d to provide, that th e se lf-insured ret e ntion may be satisfied by either the insured or the City. Acceptability 1>/'lnsurer.1· In s ur ers must be licensed to do bus iness in Ca lifornia wit h an A.M. Best Rat in gol'A-V ll. orbetter. J/erifirntion of' Covemge Consu ltant mu st furn is h acceptable insurance cer ti ficates and mandatory endorsements (o r copies ol'the po li cies effect in g t he coverage require d by this Contract), and a copy of the Declarations and Endorsemen t Page of the CGL policy I isl in g a l I pol icy endorsemen ts p ri or to cornrncncernen t of th e Con tra ct. C it y re ta in s t he right to demand verification ol' comp li ance at any tim e during the Co ntract term. S II hco nsu !ta nts Co nsu lt ant s hal l req uire and ver i fy th a t all subcons u ltants maintain insurance that mee t th e req uir emen ts of thi s Con tract, in cluding nam in g th e C ity as an add it ional in su red on s ubcon s ultant 's insurance po li cies. Hi g h er Insuran ce Limits I !'Consu ltant maintains broader coverage and /or hi gh er limit s than \he min imum s shown above , City shal l be en titl ed to coverage for the higher insurance limits mainta in ed by Co nsultant. Adequacy of Coverage City rese rves th e right to modify these in surance rcq uircment s/coverage based on th e nature Gf the risk , prior experience , insur er or other s pe c ial c ir cu ms tances , wilh 1101 less '.han nincly (90) days prio r wr itten nolicc . !.:".I-Ii. D-/11swance J<eq11ir e 11n'111s.fi1r Des ign Prn/essiono/s & Cormmw11s (,'011/mc/s For111 Utidaied Fe/1 . 2018 From: Rocio Fierro Sent: Thursday, May 17, 2018 4:13 PM T o: Roger Lee </l_QJ-!.r::'.c1 @ 1:-\IP\~_1Jir)g:9 1g> Cc : M ic hae l Zimmermann <rnichc:H~l_z @c up ertin o.01J~> Subject : RE: RO W Services Ag reement F<o ger: Your pmpos ,tl is reasonab l e. l~ocio V Fier ro I Ser1io 1· Assistant City /\Ltorney Cupe r tir ,u City 1\tto rn ey's Office 2CM10 Town Ce,1te 1· L_a ne. Suite 210 Cupertino , Cl-\ 950 1,1-32:)'.J Off (408) T/7-3'10 3 I Dir. (t108) /77 -3 404 Fa x· (408) 777.3,::10 1 I !:rnail: f~oc ioF @Cu:)e 1·tin o .0 1g lli)_JK_E.__ICl_REClP.LENI: This co mmunicat io n is con fid en tial, privileged and intended only for the person to w h om it is c1dd ressed. There is no waiver of 21ny protection o r privilege afforded by law. If you receive th is message in error·, immediately notify the City Attorney's Office at (408) 777-3403 and de l e t e the t1·ar1srnission and any attachmen ts from your system. Review, use, dissemination, cl is tr ·ibuti on or copying of an unintended co mmunicati o n is s tri ct ly prohibited. Thank you for yo LII' cooperation. From: Roger Lee Se nt : Thmsday, May 17, 2018 7:07 AM To : Rocio Fierro <l{oci oF@cupert_ino.org> Cc: Michae l Zimmermann <rni cl1;,1e lz~pertino.org > Su bj ect : ROW Se rv ices Agreement Rocio, Michae l / CIP team have a Right of Way (ROW) consultant, GW Lancl and Associates, that was hired in February of 2017 for work related to the McClellan Sidewa lk I mprovements-Phase 2 project. This work is in its final phase and they have been very happy with the services provided by GWLand. A simi lar sidewa lk proj ec t requiring the acquisition of ROW services is coming up and the CI P team has asked GWLancl to provide a proposa l. During this process, GWLand has raised concerns regarding the professional liabi lity insurance limit increase from $1 to $2M. ForGWLand to meet the $2M requirement costs will incre as e $2500/yr. As the coverage is required to be maintained for 5 years after the completion of the work, this amount will total $12,500. We propose a reduction in the requirement of prnfessional liability insurance to $1M for this specific work for the following reasons: • We believe that the City's potential liability is adequately covered by a $1M limit. The acquired property 1·ights will have title insurance issued by Chicago Title Company to cover· any property right issues. • All field survey work, plat and legal description will be performed by the design consultant under a separate agreement requiring $2M in coverage and not the ROW consultant. • ROW services are not designated as "Design Professionals." • This consultant works at the direction of the City. All decisions related to the property transactions are made by the City. • lfwe maintain the $2M requirement, we would most likely need to initiate new ROW consultant negotiations with another firm, impacting the project schedule. All other insurance limits would remain as defined in the current Exhibit D, Insurance Requirements. Please let us know if you have any concerns with this modification to this specific agreement for ROW services. Appreciate your consideration. Roger ~ GWLAASS -01 JDOMAOAL :~?R £~-----------CE RTI Fl CATE OF LI AB I LIT_~-~~~~~-/:-~~~ ·-------___ J __ 1J,~~;~~1;r;~~1v;v1 J I THIS Cl:RTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERT IFICATE HOLDER. THIS I CERT IFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIE S BELOW. THIS CERT IFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRAC T BETWEEN THE ISSU ING INSURER(S), AUTHORIZED I f--~~-~_':~-~ NT A T_IY_~_~_f:'?. DU ~-E-~~AN D -~!::1_1:_~RTI Fl CA 1:_~ HOLD ER.:__ _______ ·····---·-·-·······--···-······-·················-·-...... 1 I IMP ORTA NT : If the certificate l1olcl e r is an ADDITIONAL INSURED, til e po li cy(ies) mus t have ADDITIONAL IN SURED provisions or be enclorsecl. If SUBROGATION IS WAIVED, subject to th e terms and cond itions of the po licy, certain policies may require an endo rsement. A statement 011 ! ... thi s cert1fic_i!!? ... c1 ?.?.~ not co.11_fe_r ril)hts _!o the certifi cate holder in lieu of such enclorse,ncnt(s). -·---·-·-···· i PllOOUCER License # 075777G f~m~cr Gary Cox I HUB International Insurance Services In c. i/.:f:',\'0, Exi ): (442) 244-692·1 5731 Palmer Way, Su ite D I Carlsbad , CA 92010 ~i\·B'l{~ss: gary.cox@ilubinternational.com INSURERI S) AF FOROI_NG COVEH AG E FAX (/',1C .Noi · I '·· .1NsuRrnA:Mass.acl1usetts Bay Insura nce Company 1NsuRrn 1NS UHER B : H ano.ver American In s urance NAI C fl 22306 .36064 ! GWLnncl Associates, In c . 215 Caledonia #303 Sausalito, CA 94965 INS UR ER .c: State Compensation Insu rance Fund of California . 35076 1NS URER o : Houston Casualty Company .42374 INSUHER E : ~----------------··--·--·-·· INSUH eR F : COVERAGES CERTIFICATE NUMBER : REVISION NUMBER: ! THI S IS TO CERTiFY T HA T THE POLIC IE S OF INSURANCE LI STE D BELOW HAVE BEEN ISSU ED TO THE IN SURED NAMED ABOVE FOR TJI E PO LI CY PER IOD I ! INDICATED NOT \JV ITHSTANDING 1\NY RE QU IREMENT . TE RM 0 11 CO ND ITION OF ANY CON TH AC T OR OTH EH DOCUMl:NT WTH l!ESPECT TO WH ICH THI S ' CERTIFICATE v,A Y BE 1ssu1:o OR lvlAY PEH IAIN , TIIE INSURANCE AFFORDED aY THE Pouc1<::s DESCRIBED HEREIN 1s SUB J<cCT TO At.L THE TERMS 1 I EXCLUS101<S AND CO ND ITIONS or SUCli POLICIE S LIMITS SHO WN MAY H;.VE BEHi REDUCED BY PAID CLA IMS I.., TR TYPE OF INS UR,\NCE lNSD. 1/'[Y.Q POLICY NU M BE R 1.11.hllDOIYXY..Y.LJMMi'ODfYi'YYJ LIMITS ! r NSR ADDL SUOR POLICY EF F POLI CY EX P A-X CO MMERCIAL GENERA LL ;;;B ILIT Y ---EACii•:'f'CRRl:MC[ ~ 2 ,000 ,00 0 ; v Ct..i\MS M,\DE X OC.CLR X X OD3-A973775 07 /0 1/2017 07/01120'18 ~~~·.;,~~-J?i,~~);,;;~"'""' 3 00 .000 : ! \IEO !':,P (,,ny ,,ne person/. 5,000 B X PO LICY PHO-JECf OT'HE I~· -----·---·· AUTOMOB ILE LlABll.lTY X :..i-,v Avro 0 '/·/!·!!::D ,\UTOS ONLY Hli~FD AIJ!OS 01-11.Y UMBRE U../\ UAB EXCE SS LI AB LO C 5CH!::DULEO AUTOS OCCUR Ct.Al MS-M ADE OED RETE f,fflON $ A993140 Pf.:RSON/,L l , ;i.DV INJU!<Y . S ' ('E·'l',.,,.,t tN'i···,c·,····t, , 4,000,000 i1 l l ,_,/"\. \,.1-.;,{t. J ·\,. .., PRODUCTS -C:C\:P 10:> ,:,.GG _._: _·--·--·4.,000 •. 000.I _ ?E~l·~~~-11~,~~t?INGLE U/·11 :T S 1 ,000,000 1 07/0112017 07/0112018 :"!Oc'!l.Y l!-JJ I_IR·, \PO ( person, I . BODILY INJUHY (Pei ncc ,dr:nt ; PROPEF<TY Di'...M/·Gi:: (P~; .icd ti~n:/ EACH OCCVRRENC.E I V ' WORKeRS COMPENSA TION AND Et/:PLOYERS' LIABILITY /,NY rr~OPl?IETORIPAHTNEn,t::-:EC UTIVE (if F1CEH 1t·Al:.M8Er~ EXCLUDED'> (Mandi.Jlory in N H) YIN 9161949-17 07/01/2017 07101/2018 Iv,,.... 1,000 ,000 ; 1,000 ,ooo J ··~ :~~~:~~~, ,/ NI A f-o E L. DISEASE · fA l:;ViPLO 'ffE ii yos. coscribe lJOder OESCfilPTION OF OPERAT IONS Mlo·u Prof Liability .. -·-H71 7 110012 E L OISEASF. . P(JU~Y . LI MIT ··-· $ _ 07 i0 1i20 17 ·67/01/2018 Agg/Occ '-----·----·----··-···--····-········--·-·-····---···--·-··-··----···--·-··-··---·······-·-·······--·-···-·------·····--·--·-······--·--·-·····--······--·-·····-··-·-········--········--·--·-··········--········--···- j OC:SCR IPT10N OF O PERATIONS I LOCATIOr.JS I VF.HI CL E S iACORD 1 01, Addition,11 Rem.irks Scl H'!du lc, may be ,1l l :\chcd ii more space is re<1uircd J . ITlle City of Cuperti no, its C ity Council, off icers , officia ls , employees , age nts, servants ancl vo lunt eers arc nam ed acftlition a l insured as resp ects General Liail i lily per 7391-1006 0609. Waiver of s ulirogation applies on General Liability per BP0497 07 02. Primary and 11011-c on lrihutory wording applies per poli cy form. Al l forms va lid wl1ere requirnd ily written conl ract. '10 Day Notice of cancellation for 11 011,payment of pre mium. CERTIFICA T-"'E'--'-H~O~LccD<=Ec..".:R'-----------------.--"C"--A,.,_N,..,,C'-=E'-"L""L'-'A-'-Tl,.,,O'-'-N'--.---------------- 1 SH OULD ANY OF THE ABO VE DES CRIBED POLICIES BE CANCELLED BE FOf1E THE EXPlf1 ATION DATE THEREOF, NOT IC E WILL BE DELIVERED IN I ~~,/ ! City of Cuperti no 10300 Torre Ave. Cuperti no , CA 95014 l~;:,:::'.;,~;:,;~~,:~~O"S>ON ~ ···~ .... I l·(.-'.:[(Jl?,.(As-1:.,;/'d_L____ 1 --------------... ! ACOl~D 25 (2016/03) @ 1988-2015 ACOFW CORPORAT I ON. All rights r ese rv ed . nie ACORD name all(! 1090 are regi s t ern d marks of ACORD ' \ { I $'• ... ;. .\-\ ; /~ TH IS U'-JD O l~SE lvl ENT CHf\r,JC,ES THE POLIC Y. Pl.EI\.SE RE;\O IT C/\F~EFULLY BUSINESSOWNERS LIABILITY SPECIAL BROADENING ENDORSEMENT T hi !'; enclo r se mP.nt mod i fi es in s11 r a r1 ce pro vidc,d unc!t'.,r Jw fo llowing: GUSlr~E SSOVV NE RS COVER,'\GE FOF~M SUMMARY OF COVERAGES ........ ·-·-···-... . .......... -.................. . 1. 2. /l.dei it 1o nc1 1 l 11s lired: Eir o21cJ Tor iii 1/endors ... Lirnit s lnc l ud,Jc! ·r11ci L;d £)c1 ··· '3. 4. Ali c!nc1tecl P mrnises ! BroocJ Fo rm F'rnpc rt y Dsrn::ige -Borrowcci f::c!i,:~;i;icii! CtJ s tomcrs Goods c111d Us e of E levD tor s l nc lud ecl I 2 3 3 . 5. : 6. lncicl e nrnl l\.1i1lpr,1c ti ce !E rnploy e cJ N urs e,;. EM T's c1 ncl P tir clllHcdicsj Inc lud ed Incl uded Inc luded 3 4 4 -......... . ....... . f~e1·so11a l ancl r\dve ni sing Injury -Broacl Focrn .·--·····-·-.. ··-·---·-··---·---·······-······· .......... ······-·--····---···-···-·-·····----·-·······-···------------··--··--·········--·-··-·······---·-··-··-·---··-······-····----··-··-··+--·-·····--·-·····--·······-----···-·-···-··· . 7. Procluc t Rec,111 Expe n se r~roclu ct l~ecall l:C:xpc n sc Esch Occurrenc e Limit Procluct i:;:ec;cil l Ex pe 11 se AgweDa le Li rn it Product Rec:,!I Decluc tible ········ ......••......... -······· ............. --········· ··-......... -·········-..... . 8. Unint (~nt io 1121! F 21i lur e to D isc lose H az,1rds . 9. Un in l l:int io r1,it Fai lure to 1-.J o lify ·,. Inc l uded S25.000 Oc c urrence SS0 ,000 /\[Jg re~Jate S'.iOO l ncluciecl 5 5 ,- ,) G fi Thi s encl o 1·seme11l a rn ends cove ra~Jes providecl und e r the Busine ss owr1er s Cover;J\Je Fo rm tfirougl1 new cove r awis and bro c1cl er covercJge grants . Thi s co ve r age is su bJect to th e provisio n s ,1ppl icable to t1 ·1e Bus in essowner·s Covo r c19 e Fo rni . excep t as prov ic led l:ie low. The fe ll ow i ng d 1~1n ges ,:ire mci de to SECTION II - LIABILITY : 1. Additional In s ured by Contr,ict , Agre e ment or Permit Th e follo wi n u is ,3clded l o SECT ION II LIABILITY , C Who Is An In su red: Adclitiom1I Ir1 s Lir ed by Contract , Agreement or Permit a. Any pc!rson or or ganiz .=1ti on win1 wl10 111 you agreed 111 a wrr ll e n cont r::1ct. w r1ll t'n ,:ig rce 1n e 11 l o r permi t to ci cld s uc!1 per so n or o rg c1niza 1i o n as an aclc liti onal in sur ec l o r1 yo ur po licy is a n aclcl it1 o nc1I insured on ly wrl h res p ec t l o l iab ility fo r "bodily injury". "proper t y damage ". o r "persona l an d adv ertisi n ~J i11jury" ca u s ed, in vvhu le o r in par t by you r cJcts o r o m issio n s. or th e ,1cti, or 0111 iss i,)ns o f tlrnse .ciclin g 011 your b ehc1l f. 1:>ut 0 11 ly w ill1 res p ect to : (t) "Y o ur wo r k" fo1· the ac!cli l1 o nal insu r·ecl(s) des ign a ted in th e con tr ac t . ,1gr errn1en l or perrn i l: 391 -1 OOG 08 ·t G (2) r_)r e rn ises y ou ow n . rnnt. l ea se o r occupy: or (3) Your maint1')11 i 1nce . opma tion er u ~;e o f cquiprm:in t lec1secl to you. b. The in s uran ce a i for,Jec! to such acJclilio1rnl in sure d d esc rib e d ,:ibove : C1) On ly app li es to th e ex te nt perrni tt od l)y l c1w: a nd (2) \/Vi ii no t be bro;1cl e r i11,rn ll1 e ini.;urance wh ic l1 you 211 e rnqu ir ecl t-1y the co nlracl. e19reerne n t or pe rrni t tu provide fm such adcJ iti onal insured. (3) App li e s on a prim ,1ry b asis if tha t i s requ ired by lh e w rit lu r1 con trac t. w ritt e n agree m e n t or pc:::rn1ii. (4) \/\/i ll n ot b e b ro1c l r1r th .:.,n covriran1:1 p ro viciec! lo any o lh e r insured. (5) Does ri o t ,ipp ly i f the "bocli ly injury'·. "pro1 )8 rty cl a ma 9 ,/' 0 1 '\J o r so n a l a ncl ;:icJv rHt i s in9 injury" is o tt 1env ise e x c!11 clmJ from cove rc1(w u rHfo r tt1i :0; Cover;,1uo F\1rt . in clucl irHJ a ny e n dor';nmuntc, t hereto Pc19 e ·1 of 6 c. Tl'l ,s pwvision cJon s not r1pp ly: (1) Unless lh e w rit ten co nlracl o r w r·i tt e n agreeme nt was exec u ted o r perrnit w as issued prior lo thP "bod il y injury", ''proper:y r.larna9e", or "p e rs ona l inju r y ancl c1rlve rli s:11 0 i riJllfy " (2) To a ny person o r orgc1r 1i 2a l ion incl uded as an insurecl by another e ndorse n wnl 1ssuecl !Jy us n nd rm1th , pa r ! of tll is Coverage F'a rl. (3) To an y les:;or of eq uip n 1e11t: (,1) Al l er lh e equ ipment lease expires : or (b) tr ll1 e "b od il y rnj ury", "properly 2. cla rn ,-191/'. "p1,nso11a l aml ;;1clve rli s 111g in1ury" arises out of sole n eg liqe 11 ce o f th e lessor (4) To c111y (a) Owners or ot11cr inte r ests fr om w hom l and has been leasecJ if t1 ·1t) "occ u rrenc e " lakes p lace or tile offense i s cornrn i lted c1rter tile lease for the lcrn d e>:p ir es; or (b) Ma113 ~·1ers o r l essors of premises if: (i ) Tl,e "oc cu rr ence " lakes pl,1ce or th e o ff t,)n se is comrnillud aft er you cease lo be a tena n t in tt1al p r emise:,; o r (ii) Til E: "l)ocl il y in j ury", "pro pu rl y cJ ;;11 11 au (/'. "person;:11 inj u ry " or ";,1<Jve rli !,;i11g inj ury" arises o ut of s tr u c tural a lt e rn li crns , rww co n s l ru c lion o r c!emoli ti on oµHatio n s perforrned by o r 011 be h a lf of lhe rn anag er or lessor (5) To "b odi l y injury", "prope r·ty dc1m c1~1e" o r ''personi'l l ancl c1 rlverlisinD i n Ju rf a ri s in (.1 ou l of IIH:, rnncierin:-i or or the f;,1i l urco to render an y pi-o f ess i onal se rvices . Tll i s exclu sio n r1pplies even if tile c l,1irn :; againt;I any insu re d al lege neg ligen c e or other w r o n qdoing rn th e superv is i on. hirin ~J. e m ploy m en t _ !raining or rnonitorin~J of others by that in s ured , if the "occ u rre n ce" which c a used t11 e "boclil y i njury " or "properly damage" or the offen se w hich caused the "pers o nal c1nc! advertising in ju ry " involve cl t he rend e r inD o r or f a ilure to -rencl e r any profe ss ional se r v ices b y or fo r you . d. Wi!h re s p ec t to 11,e in surnnce alfordncJ lo ll,ese c,cl clit iom,I in s ureds, t1 10 follow ir,o is ad cie d to SECT ION II -LIABILITY, D. Liability and M e d i cal E xpe n se Limits of Insurance : 39 1 -100G Oil 16 a\;Hanover ~ 1110;,rr.m (,• c::·.,•q,. -( C'[J< ·'CJ7''77". Ji'!•)'J G'·i I '· •. .:: .. "/""\. ~J .. , .. ' •. Th e rno s t we ,v:1 1 pay o n b e half of lho additio na l insurl,d fo r cl covere d c l a im is the, lesse r of th e amou n t o f in su r rn 1cc : 1. Roqu i recl by t11 c co ntract . <rwoe rmrnl o r pe rm i t de scrit.i ed in Par;,1g r ,1ph a.; or 2. 1-\v21ilable u n der th e r1p pl ica bl e Lim i ts of In s urance shown i n the Dcclarc1t ;ons . This cncJorserne 11t sl1;1II not incroase n1 0 c:1pplic:olJle Li 11 1i l s of ln s ur,rnce ,;l1ow11 1n llie Declc1rnt io11 s e. All ot her 111 s u r i n q ,1g r ee rn e nts . exclusion s , and co nditi o n s o f the p ol icy npply. Add itional I nsured -Broad Form V<rndo r s The f ol l owi ll fJ i s aclclocl to SECTION II LIABILITY , C. Who Is An In s ured: Adclit i onal Insured -Broa cl F orm Ve ndors a. f\ny person or o r ga n izcillon ti'1a l i s c1 v e ndor 1Nith whom you ag rer.cJ in c:i wr;tten co nt ract or 1,.vr i lten agrewnent to i nclucJc, els a n additi onal insu re d under thi s Coverage P ,1rt is a n in s ured , but only w i,11 respec t l o lic1t)i lity for "bodily inju ry" o r "p r o p er l y dc1m age " ar is in rJ oul of "y ou r prod 11 c ts'' which nn" dis lribute cl or solcl in U,e r·egu la r cou r se oi til e ve ndor 's tJusi 11e ss. b. Th e in surance n f furclmi l o such vendor described abov e: (1) Only app!it"s l o the r,x tr,nt riermitlc:ci by l<.i\.\/: (2) W i ll not l)e broa cler lhan t he i nsuran ce w hich you are rHJuired by t rw contra ct or c19 reonient lo p ruvicJe for S ULl'i ve n cJoi : (3) Wi l l n ot be broade r l hrn1 covr,r;c1ge provided l o ::my o th er in s ured; c1nd (4) D oes no l apply if l l 1e "boc.Ji ly in j ury", "proper l y cl 21m ,19e " or "p e r so n a l a n d adve r ti s ing inju ry" i s ol l,erwise (',xc l u cl nd from cov e r·arw u nder tl ,rs Cove r age Por·t. incluc!in~J c1ny e n c1o r sernen l s thereto c. With respect t o i n surance ,1f fo rded t o such ve n do r s . t11e f ol lov-1 ,11 ~J mlci 1l 1o n al exclusion'.; ap ply : Til e insumnc e ;iffor(fe rJ to tl,e v endo r d oes not apply t o: (1) "Bodi ly injur y " or ''prop erty di.-1mage" for whic h the vendor is obl iDa t erJ lo pa y dama g es by r e;Jso n s of th e ossu rnpt io n of liability in cl co nlrncl o r ;,l[Jfe e menl. Thi s exclu s i on does n o t cipply to liability for damages th a t th e in s u r ed vmuld hJve in th e abse11 ce o f the co nl.rad or agreement. (2) A ny exp r ns:; wci rr cJnly u11c:1u lh orizrid by yo u: Paut) 2 of 6 (3) A11y phy s i c al o r c l,e mi ca l c ll ang e i n l11e produ c t 1m 1cle in tent i ona l l y by llw v e n dor ; (4) R epc1 ckc1 ~;ing , u n lr!SS unp;:1cked so l e ly for the pur·p os e of in s pr:1 ction , f le rTron s i r·c1 t ion , test in rJ , Dr lh t0! s ubs t1t c1ti on o f pa rt s u n der in stru c ti o n f ro m ti ,e nrn nuf act u rer . an d then re p :c1c k :,l f/ed in th e origi112 ! co n tai n cw (5) /vry fa i lure to llli:l k e ~:;ucl1 1n s pc,c tion . a<JJ u s tm u n t s. lc'.;;t s or smvi c inu ,i s tl ie v e ndo r t1a s i-l~Jr eeJ to make or 11orrna ll y 3. uncl er tiil,r,s to rn ak o in t h e usua l c o u r se o f bw0;incss in co nn ect io n w it h tlie sa le of 11 18 p roduc t ; (6) D e m onst r ation . ins t ~,ll a ti on , se r v ic i 11g or re p ai r opera t io ns. e xce pt s u c h o pe ra tio n s p e rfo rn1 e d at til e ve n do r's p r e mis es in co nn ect ion w ith llw s a l r3 of th e prod u c t ; (7) Pwc!uc ts whi c h . a fte r d istribut io n o r s a l e by yo u . lla ve tJee n l al)e l ed or rc l a l)el1)cJ o r usecl as ct co nt c1in e r , pcir t o r 4. ;nnr edi e n t of any o th er t h ir1q o r s u bs tan c e by o r f or the ve ndo r : (8) "Bod i iy inj ury " or "proper ty clc1 111c19 e " ari ,:;i 11g out o f tl1e s o le n eglig,rnco of th o v cncl or fo r i t s ov-111 act s o r omis s ions or th os e o f it s e rnp !oyees or a nyon e els e ac li n9 on it s bell~l1. 1-lov,e ver . t lli s exc lu s io n cl oos n o t appl y to: (a ) The e xc e pt io n s co nt~1i11ed w i th i n th e e xc l us io n i n su bpara9ra pt1 s (4 ) o r (G ) a bove : o r (b) S uell i ns p ec ti o ns . ad j us t m e n t s. te s t ". o r se rv icin g as til e ve n do r h a s auree d to m ake or no r m a l ly u nde rt a kes l o rn cik e i n lh E? uf;u d l cou r se o f bu sin ess . in con n e c t ion w ith th e d i s t.rib ution o r sa l o o f th u proc:l u c t s . (9) "B od il y injury" o r "p ro p e rty da rn a~i e " a ri s in g o ut o f a n "o c curr e nce " Uwt too k p!oce l iefore you ha ve s ig n ecl th e con tra ct o r ag r ee me nt 'N itl1 t he ve n d o r . (10)To r,ny pe r so n o r o rga ni z a t i on in c tucle cl as cl l'l in s u red b y anot l·w r enclor s eme r1l is s u ed by us ancl 1m 1d e p ,.1 r t o r l il is Cove rc1(1 e P rn I. (11)A n y i nsu r e d p e r so n or o rgan iz at ion, l ro rn vv l,0 111 yo u !'lave ac q ui rec l suc l1 proclu c t s, or c1ny in wedi,:;n t , pc1 r t or co nt a i ner . en te r·in \) into, ac ccm1p11r1yin q 5. o r c o1 1l ain in g ,;uch p ro(Jucts . cl. Will, resp e c t to tl'lr:'! in s ur a n ce a f lon.J orJ to the t;o ve ndor s . th e fo !/owi 11 9 i s a cld e d tu SECTION II -LIABILITY, D. Li abilit y a nd Medic a l E x p e n sn Limits of lnsLwa n c e : Tl'1e m o s t we w i l l p ay on lx,ha l f o f th e ve nc 1o r fo r a covme cl cl,i irn i s liw liJ s s e r of the c.11Tl 0 ll 11 l of iflS Ul '!:11\Cl~: 1 . Requ irncl l)y t il e c o n tr3c t o r ;:iqrn e ment cl e su ib ecl i n Pa r ;,g ril ph il .; o r 2. Av,Jil ,:1L lu u1n ltJr tl 1n r.1pp l il;duki Lir11it s uf ln s u r ,rnc,'l show n i n ti 1e Decl,"rat ion s : T h is e nc l o r ,;e menl s l,J II no t i n c re,1 s e \he a pplic .~t)ll, l _imi t ,, o f l ns ursnc ti s li o vm i n th e O e clarat i om,. Al ie n at e d Pre mi s e s SECTION II LIABILITY, B. E xc lus ions, 1. Applicabl e To Bu si n,iss Liobilit y Co v ei-a 9 e k . Darnag e to Property , p ,:H <'l ~Jr c"o l1 (2) rs r r::p lac ecl by t il e followi n g (2) F1 re 111 ises you sf,li . s1 i ve aw,.iy or c,rrnn cl on , if th e "p rop e rt y cJ a rn c190J'' ari SL:'.o ou t o f ,rn y p a rt o f t1 1ose pr o m i s1::is i:Hl d occ u r-red fr o m hc1z .:1r ds tl rnt we r e k nown by yo u , or s liculd h ave r·ea so n ably bee n kno wn by you, ::i t t11e t im e till! prop e r ty wos t ran s fe rrer:J o r· clba n cJon e d . Broa d Fonn Property Dam a~J e B o rro we d Equipment, Customers G o ods , Use of El ev a tors a. T im f ollowi ng i s ci d cJecl to S ECTION II - LI A BILITY, B. Ex clu s io n s , 1. Appli ca bl e To Bu s ines s Li 21bility Cove r,1 9e , k . Dam ag e to Prope1iy: P <H:JU,iln l1 (4) c!cm s no t a pp iy t o "prnpe r ty c1a rm 1ge" t o l)O!IO \v e d equ i p:nerrt \-vl1 i l e a t a jo b s it e and n ot b e inq use d to pe rfo m1 op e ra ti ons . P,1r,1,J r;;;p h (3), (4) c:111(1 (6) d o 11 01 c1 pply l o "p rope r ly c.l a rn arw" l o "c:us to rr1c"1·s \JOC nl s " w l1il e 011 you r pren1 is es no r t o t h e u se of o lc,vato r,;. b. Fell · th e riurpose s of this e n d o r '.,e rn e n t , th e fo il ow in q clefi ni lion i s added t o SECTION II - LIABILITY , F. Liability ancl M e dic a l Expens es Definitions: 1. "C u s to mers g o ods '' me.';n s pr ope r ty or yo ur c u s tom e r 0 11 yo m pre mi s cJs fur til e pur po,;e o f b ein r; a. Workec1 on ; o r b . U sed i n yo u r niamJf,1c.tu r i n g proc ess c . T h e in s ura nce aff o rcl e r:I u nd er tl1 i s pro vi s ion is e xce s s over ,rnv o t1'1er v,i fi cJ a nd co ltt,c tib l e pro p e 1·t y i n s u r;:i n ce (i nc !u cl i nq d ed u c tible) a va il ab l e t o t he in i,urecl w hether prinrn ry . exc ess. con tin <Je nt o r 0 11 any o th er l:la s is . Incid e ntal M a lpra ctic e -Ernploye cJ i'Ju rses, EMT's and P ara m e dic s SECTION II -LIABILITY , C . Who Is An In s ured . par,1 f p·21p h 2.a .(1)(cl) d oes n o t ,1p p l y t o a nur se . 391 -1006 08 16 l nc ludl~!) ,:;f;pyri 9h ted niat erii:-il s of l nsurr1 1·1ce ~.)u rv ice::; Of!ices . l nc l,\-1 111 ifs pcr 1,11~:·.-;io n . P39c3o f G emerg,rncy nieclical tech11i curn or par ,1n H,clic e mpl oyed b y y ou i f you are not 0 11g asi ecl in th o l)US1 n ess o r occupat io n of p rovicl i ng rn ed icn l . pc11·c1111edic211 . sur·gica l . cJcnl:,!I. x -1 ·ay or 11 u r si 119 services. G. Perso nal l11ju1y -Broacl Form a. SECTION JI • LIABILITY , B . Exclus ions, 2 . Additional Exclusions Applicable only to "Personal and Advertis ing Inju ry", para~:;raph e. is cle le .te cJ . b. SECTION II -LIABILITY , F. Li ability ancl Medical Expenses Definitions, 14. ''F'ers on al anci ,1cl ve rl is 1n g injury '', p 2,r;:iqr .::1ph b. is repl acr!d by ti ,1, fo ll o•.vi nq: b . lv1a li cio u s pros e cu li o 11 or .:1buse of prO C::lJ.SS c. ThrJ fol l owi nc1 i :0• acirl ed to SECTION II - LIABILITY , F: L iabi lit y c1nd Medical Expenses Definitions , D e fi ni tion 14. "Person a! a nd adver ti s in 9 i nj ury": "Discri111irwt1011" (unless 11,sma nce th e r eo f is prol1ibited by la w) th at resulls in injury to li1e fe o li ng s or rnp ul,1l io n oi a natura l person . but only if such "discrimination" is: (1) Not dcne i11l e 11ti onc1 lly by or a l 1111, dire c t,0 11 of: (c1) The in su r ed . (b) Any offi cer of t11e corpora t ion . direc tor , s toc kl·1o ld er, partner o r m e mber of the insured ; and (2) 1,1ot direc tl y or indirectly relat ed io a n ''ernp ioyee ", not to Ille ernplr.111n1enl. proi,p ec tiv e ernp loynicnl or tnrmination of E1ny person o r person'.-\ by an insured. d. For purpo(;es o f this endorsement, the fo llow ing definition is aclcled to SECTION II - LIABILITY, F . LiRbility m1cl Medical Expenses Definitions: ·t. "D isc r i mination " nir:ans th e u nla wful tre cJ trn e nt o f ind iv idual s bRsecl upo n race, color, r~thnic origin. gende r , reli[Jion . age, or sexua l pn;lr,rence. "Discri111ina ti or1" does not in c lud e the unlawfu l tr e8iment of i nd iv idua ls b as ed upon developmental , physical, cognitive. ment al , sen s ory o r emo ti orw l i111p air1nenl or a11y cornlli11alio11 o l these. e. This covr.rage doe s 1101 apply if l iability covernqe for "pe r c,om1l one! aclvm li sing injur-y"ls excluded o ilher l'ly tl ,e provi s i ons of tin:, Cnveraqe For m or any endor s em0,11I t1 ·w 1eto . 7. Product Recall Expense ,1. SECTION II -LIAfJILITY, B. Exclusion i;, 1. Applic<1b l e To Business Liability Coverage, 39'1-100 6 08 16 o. Reca ll of Produ c t s , Work or l rnpilirecJ Property is repl,Ket.l by the foll owi n \J . o. Recall of Produ c ts . Work or Impaired Propc1iy 08rn,1ges clsirr11:,cJ l o r crny loss . cost or expe1 1se in c urred tJy you or ot h e rs for th e loss o f use . w it h drm-va l , 1·e ca ll. inspecti o 11 . r e p rn r , re plrn;mni:rn l , acljuslment , rerno val or cli spo::;;;11 o f: (1) "Y o ur p r odu c t": (2) "Your wor l,": o r (3) "lrnp,1 ir ecl prope rty": If such product, wori< or prnp e rly is w ithdra wn o r rE::cn ll(.,rJ lro111 .tl,e markc~t o r fr o m u se by any pe r son o r o r·g;;mization tJeCc 1u sc of c1 k1rn vm or Sll'.,pec lecl d efect. deficiency , inHdequc1cy o r dangerous co ndit ion in it , but t11i s exclusion does not apply io "pr oduct roca ll ex pense!;" tha t you in c ur fo r th e "covereci recall" o f "your prncluc l" However . th o C:!;<cepiion to illE! exc!usion (joes not ;,1pp ly to "product rec;c1il expense s" r esu i t1no from · (4) 1:a ilu re of ;iny p roduct s l o c1ccornpli sl1 tl·10ir inte nd e d pur pose : (5) Breac h o f v-1a rr ,'l n li P.s o l fitness . qu a lity . tiurabiiity or p (,r forn1icrnce . (6) Loc;c, of c u s tomer ;1pprovnl . or w1y c ost i n c u1Tud to rn 9 ain customer app rova l; (7) R e cli s trilJU l.iun or r e pl aceme nt oi "your prnclucl" wl1i c l·1 has beE:r1 recD llcci by Ii kc pr oclucts or substitu t e,;: (8) Cc1p ri ce or whim of the insured , (9) A cond it ion lil<e l y to rnuse loss ol w hi c h ,:;ny inSLll'ecl knL~W or had r easo n lo kn ov,1 a ! the in cep tion of thi s insur,ir1 cu · (10)As l)estos. inc luding loss. dama~Je 01· clea n up r ns ulling from ashostos or c1sb es to s r:ontr:nni 1HJ rn ate r i,~l s; or (11) F<e c all of "your prod uc ts" that lia ve no l~nown or suspectocJ ciefEic t so lely h ec,'1LI Se c1 known 01· suspectecl ciefec t in a n ot h e r of "you r produ cts" has bee n fouml. b . Th e, l ollowina i ~; c1dclecl to SECTION II - LI ABI LITY , C . Who Is An lnsurccl, p.:i rD tJr,.1pl ·i 3.b.: "Proclu c t recal l ex p e nse" ari si nq ou t of r:111y w ithclrnwa l or rt:ccJ!I lh c.1t occur r ed b efo r e vou ncquired o r furrn Hi l l'!i'? o rrF1ni?;1 t inn · PU(JC 4 of 6 c. Th e fo l lowing i s c1cM eci to SECTION II . LIA BI LITY , D. Li;;ibility a ncl Medical Expenses Limits of In surance : Product Recall Expense Li mits of Insurance a . The l.in1i l s of l nsuranct'? shovm in tl1 e sur . .,ifvJi\RY 0 1~ COV EPJ\GES o l t l1is enciorsem c ni a n cl tl10i r uins stc1tcd be low fix t he rnosl tha t we w i ll pay uncJer this Proclucl f~eca l i Expense Cove r ,,wJe r e garcJl ess of t n e nurnilEH o f: (1) l nsurc·cl s: (2) "Coverecl Rec,"lls " in itiated: o r (3) Numb e r o f "yo ur prnd u c ts" w ill icl1 ·awn. b. Tl 1e Produ c t Reca l l Expe ns e Aggn)(Jalc, Limil is t he mo st tha t 1.ve wi ll reimbur se you for th e sum of all "product r eca ll expense s " inc urre cJ f or a ll "covered r eca!ls" initia t ed during t h e poli cy p e ri ocl. c . Th e Pro cl uct F-<eca ll Ec1ch Occurrence Lim i t i s th e m ost we w i l l pay in conn ec t ion wi tl1 a ny one de f EJc t o r de f ic iency cl. /\II "proclu c t 1·ecoll expenses " i1 1 co nn ec li o1 1 w i t11 s ubs ta ntially ll ie :,a in e ge 11e r ,1 I 1·1,1rrnlul con dil io n wi ll IJe deerm,cl l o a ri :,1~ out o f the same cl e fec t o r c!e:iciencv a nd consicl ere(I o ne "occurrc:n c e" · c . J.\ny amounl reim lJ ur secJ ior "product recal l e.xprn1ses" in co nnect io n 'N i lll a ny o n e "o ccum,rnc e" w i ll red uce the a m oun t of tl rn Product R ecall Expense Aggre~1c1 tt" Limit available for reimburs emen t o r "proclucl rnc;:ill expe nses " in co n nect ion wilh any othe1· defec t o r deficiency. f. If ih e Product Reca ll Expe ns e Arrnrouale Limit hr1 s been f'8ducecl by r eim lJurse rr wn t of "p roduct reca ll ;3xpe11 sos " t o i:111 amo unt tllot i s le ss th c1 11 the Pr oduc t f'<ecal l Expensu E rn;t1 Occurrenc<', Limit. tile rern,.1i11 i11g 1\ggregate L:m il i s th e r n ost that wi ll IJ e avai l ab le for r ei m bu r se m e nt of "product recall ex p ensos" in c onnection wi ll, ;:1ny other cle f ec t or cl c f ic i o ncy . g. Product Hecall Deductible We wi ll only pay for th e amoun t or '·produ c t recc1 II exp(c nses~· which arc in e xcl:iss ul the $1J 00 IJrouu ct l~ecal! Dedu c ti b l e . T1 1e Produ ct F~ecal l D cclucl ib l e ap plic:s sep,1r ,1tely t o t:',1c h "covc rec l r,)cZJII ". 'Th e limits of in surcrnc e wi l l no l tJe r e ducecl IJy t l1e cimoun t u r this detluctil.>l e We m ay. o r wi l l if r equ ir e d b y law. pay all or any rrnrt o f ~my c!ecluclible am oun l. ii applicc1J1l c . U pon no li c 1:? o f our pc1ymenl 391-1006 0816 of a ded u c tibl (" ,:i 111oun t y o u s h al l promptl y re i mb urse u s lor thrc p 211't or t1·1 G cl educt ilJ lo amounl we paid . nw Prod uct Rcc,111 Fxpl-rnse Limits of ln surnnCl" ,·ip p i y se pnr,..1t ;:l y lo r:,ach conspc:11hvn ;inn11,1 i pc:ri (KI anci tn r1ny r errnlil,in g period o f lc!SS than ·t 2 111 0 11th::,. s l ,Hlin~J w i th llie beq in nin ,;J or t11e po l icy peric,,j shmvn in t lw Dc)c l arntions . uniess !he policy peri(KI is (·;Y.l l ,1ir:.ierl a ile 1 is:,:u c111 c e l o r an adcli l ion ;.il fH·:ri o d of !ri\;s lii cin 12. m on th s. In lrrnl c;;1,;e. tile :,1dd i t ic.H1 ,,1I period will t.1e ci e0 11ied p ,11t o f t he lm;t prn cecl i119 pe ri ocJ for the purpose s o f tfote rrnin imJ th e L.imih of l11 s u1·:,;n ce. d. Til e fol l ow1nu is ;;iclcle cl lo SECTION II - LIABIUTY, E. Lii:lbil i ty and M e dical Expense General Conctitions, 2 . Duti e s in the Event of O c currence , Offen se . Cl ,1im or Su it: Yo u m us t SE!e to it !h a t the follow in fJ are clone ir1 lht:: event of c1 n .:ii:l u,1 1 m ani icip;~ti,,H.! ''co ve red n~c a li " tha t inziy rosult in ''p foduct r eccli l expense ·': ('I) G i ve us prompt n otice of anv cii s c overv or rwl if iull io n th al "\'OU!' p roduc t" ITl USl l)e willHlrnvv n or rnca ll e d. Inc lu de a cle sr;ript io n of "yow p ro c!u c i" 21 nd tll r:J reason for !h t~ w it I 1cl r :..1 vv ,1 I or r ec,.11 1: (2) Cease a n y furth e r role 21s e . sh i pmont. co nsig nnwn t or any ot lw r method of dislr i but 1or1 of l i k e :Jr s 1n1ilc:1 r pr<xiucls u n til i t ilfls been d E:t o rrnined that a l l sucl1 p r ocJuc t s an=: f r,!r. f ro m C!t:fects that co uld be c1 cm1:;;r~ o f lo ss un der this insurnn ce . e . r-or th e purposs l:f t h is c nd o rsc·ment, th e follo w in c1 clefi 1lilions are adddd to SECTION II • LIABILITY, F. Liability and Medical Expenses Definitions : 1. ''CoverocJ recal l" rn ea ns a re c.:1 11 m acJe n ecessa r y l.lc-!causr,, you or a govnrnrnenl body h as de t er m i n ed lhul c1 known o r suspec ted cle fec t . defic ie n cy . inad eq u acy. or d ,111 DHous co ndition in "your produ c t" ha s r esulled or wil l res ul t in "bocJ il y injury " o r "r:,rope r ty d c1rn age " 2. "Produc t r eca l l expense(s )" means: a. Nocess:.:iry ei ncJ rc c:s o nab!e nxp(::n~;e s fo r ('I) Com m unica I io11s. i r,c ludi 11q r i'H.iio o r tele ,.:i s ion a nnoun cerni:ints or pr i 11lecJ ,1dv c,r l isnrnl:1 ·1i s i 11cl ud1ng s t,.1 l 1onc1 r y. enve lo p e,, a n d p os td;Je; f>ag e 5 ol' G f. (2) ~;111pp inq 111,i r r:?r,all ed prn(iuct s frorn a n y pu rcha ser. dis t ributor o,· u sc.;r to the p lace o r pla ces dosiqna l ecl by you : (3) Fl c 111uner;:1lio11 paid to yo1.Jr' r enu l a r "ernJJI Oyees " for ne coss cir y ove rtim e ; (4) Hiring add itio nal persons. othe r limn you r r1,gu lc1 r ''c rn ploy,:c:s ": (5) E xpenses i ncu r recl by "ernployees" 8 · 1n c l uc!in \J t ra n s porla li on .:1rK I .c1 ccom111o cl al io ns: (6) E xp1~ns0Js 10 r ent E1dclilio11 <,! w .:11 e hou se or sto r age sp.:1c e: (7) Di sp osal of "your produ c t", bu t 0 11ly to th e! exte nt trwt sploci fi c m et l1ocls of cl estruct ion ollir,i r Lr1an t hose employed fo r tr as h cli sca r cli nq or d is po s,11 arD 9. r equ ir ecl to avo id "bod il y i njury" or "prope r t y clarnagL"" as a res ul t o l ,;uc h disposal , yo11 in cu r 0.xc l11 s1ve ly for tho purp ose: of r ecall ing "you r product": ,ind b . Yuu ,· lo s t prof il r es ul l i11 g lron1 s uch "cove rt:d r ec a l I''. Tr1is Product r:~eca ll Expense Cove rag e d oes no ! apply: (i) Ir th e "p roduc l :; -~:u11 1p!,,t ec ! o po r,:1t io n'.; ll c1zar li" 1::; exclucit!LI fi o m covcraqe u ncltn ihi s C ove r ago Pml i11 clucl ir1 f J n11 y c ml o rse nw11 t !l1 c1rn 10: u r (2) To "procl uct r ec:1 11 ex pen!;e " aris in ~J out of a n y of "your µrociucts" that are o th erwise exclucl e cJ iro 111 cov ,01·;:ige umicr t11i s Covera~Je F'ar l includi nfJ t.'ndorse rn e nt s t11e re to. Unintentiona l Failure to Dis c lo se Haza rds The f o ll owing is ,:1 c!cJc:cl to SECTION II LIABILITY , E. Li abi l ity and Medical Expenses General Conditions: Representations \A/('J will no l di scl,"im cove raui:, under t!·1i s Covera~Je P art i f yo u f a il to discl os e all haza rd s e x i st ing as o f th e in ception dme of the pol i cy proviclml s u c l1 f a ilur e is n ot i nt ent io n al. Uninte ntional F<1ilm e to Notify The f o llowin ;J is ac!ded to SECTION II LIABILITY , E. Li a bil ity and Medical Expenses G(~11 eral Conditions, 2. Duties in th e Event of Occ urre 11 ce, Offense , Clnirn or Su it : Vo ur ri!Jhl s c1ffordecJ unde r th is Cove r ;:1ne P ar t ,,,hall not be prej ucl i rn cl if you fa il to g i ve U5 n o ti ce o f a n "occu rr ence ". o!fen se. cl,;im o r "s u i t", ,:;o l e ly due to your retJ::oo nz,L,le ,,rn d docum e nt ed be li ef tllat th e "bod i l y in j u ry''. "p roµerty dc:11 n :·1~Je" o r "pe rso nal c1nl.i ,1c.l 11c rt is in9 in j u ry" is n ot co vered u n de r thi s ro li cy A L L O TH ER TERMS , COl\)DITION S . AND [:XC LUSIONS REMAIN Ui\JCl·IMK;ED 391-100G 08 1G Pag e G of G THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. WAIVER OFTRANSFEI~ OF RIGHTS OF RECOVERY AGAINST OTHERS TO US Th is endorsernent rnocl i fi es in sura n ce provicl ecl L111d e r t11 e fo ll owin g: BU SINE SSOWNEF!S COVER/\GE FORM SCHEDULE' r ·-------·· .. ·--· ....... -.... -............. -.......... -... --.. ·-·--·----------·-· Na111e Of Per·son Or Organization: 13LAf\!l<ET . AS f<EO Ull~ED BY WF~I TT E N CO f'-l rnf\C T ------------------------------ · Informat io n r equ i red lo com pie l e this Scr1 eclul e . if no t shown o n t hi s enclors e me nt. wi ll l)e show n in Ille D eclaratio n s. PcJr agrn ph K. Tr ansfer Of l~ighl s Of Recovery Against Others To Us in Sect i on 111 · Common Pol- icy Co n ditions ,s arnende d by lhe ,iddition o f t11e foll owinq: \Ne w ai ve any ngl"ll of recove r y we rnay /,ave flgainst the pe r so n or mgani zu li on shown in the Schedule above becc.rnse of pc1yinenls 1Ne rm1ke for injury or da rn age a ri sing out of your ongoing op - erat ion '., o r "your wor l(' dom, un cl er a con tract wi tll t!rn t pe ,·so n o r o rqa ni zc1tio11 ;:in cl inc l ucl erl in 1110 "produ c:t,; .. co111p!e tocl o p e r.:Jt 10 11 s l1c1 za rcl". T hi ~~ waiver <lpp li es only to l he perso n or orgc1 ni1.<1lion shown in the Sch ed u IE, c:1bove. BP 04 97 07 02 Copy rio 11 !. ISO F'roportic,s . lrii;. :20 0 I