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19-086 William Avery & Associates, Inc., Executive Recruitment for Cupertino's Director of Community Development Position
CITY OF PROFESSIONAL/CONSULTING SERVICES AGREEMENT CUPERTINO 1. PARTIES This Agreement is made and entered into as of May 20,2019 ("Effective Date") by and between the City of Cupertino, a municipal corporation ("City"), and William Avery&Associates,Inc. ("Contractor"), a Consultant to Management for Executive Recruitment for Cupertino's Director of Community Development position 2. SERVICES Contractor agrees to provide the services and perform the tasks ("Services")set forth in detail in Scope of Services, attached here and incorporated as Exhibit A. 3. TIME OF PERFORMANCE 3.1 This Agreement begins on the Effective Date and ends on October 31,2019 ("Contract Time"),unless terminated earlier as provided herein. Contractor's Services shall begin on May 24, 2019 and shall be completed by October 31,2019 3.2 Schedule of Performance. Contractor must deliver the Services in accordance with the Schedule of Performance,attached and incorporated here Exhibit S. 3.3 Time is of the essence for the performance of all the Services. Contractor must have sufficient time,resources,and qualified staff to deliver the Services on time. 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 $ 24,900.00 ("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. Monthly invoices 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 timely submit a complete and accurate payment requisition relieves City of any further payment or other obligations under the Agreement. Select one Director of community Development Executive Recruitment Page 1 of 8 Professional/ConsultingConfracts/Version:May22,2018 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 City is required for any subcontractor,and the tenns 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 In 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. Select one Director of Community Development Executive Recruitment Page 2 of 8 Professional/Consalling Conh•actsVersion:Ifgv 22,2018 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. S. 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 will 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 tern of this Agreement and for one year thereafter, will reference the City's contributions in making the project possible. The words "City of Cupertino" will be displayed in all pieces of publicity, including flyers,press releases,posters, brochures,public service announcements,interviews and newspaper articles. No signs may be posted, exhibited or displayed on or about City property, except signage required by law or this Contract,without prior written approval from the City. 11. INDEMNIFICATION 11.1 To the fullest extent allowed by law, and except for losses caused by the sole and active negligence or willful misconduct of City personnel, Contractor shall indemnify, defend and hold Select one Director of Community Development Executive Recruitment Page 3 of 8 ProjessionabConsrdting Contracts lVersiotj:May 22,2018 harmless City, its City Council, boards and commissions, officers, officials, employees, agents, servants, volunteers and consultants ("Indemnitees"), 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 Indemrtitee. 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 certificates 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. Contractor 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 performing the Services, as required by the Immigration Reform and Control Act. Select one Director of Community Development Executive Recruitment Page 4 of 8 ProfessionaUConsu6ing Contracts Xeision:A4av 22,2018 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 1090 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 COORDINATION City Project Manager.The City assigns Kristina Alfaro, Director of Administrative Services 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 Paul Kimura 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 Perfonnance. 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 parts therefor at any tune. Contractor will be compensated for satisfactory Services performed through the date of abandomnent, and will be Select one Director of Community Development Executive Recruitment Page 5 of 8 Professional/Consulting Conlracis lVersion:Mav ZZ,2018 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 of ten 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 until Contractor closes out the Services and delivers 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 Court 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. Select one Director of Community Development Executive Recruitment Page 6 of 8 Professional/Consulting Contracts/Version:Mav 22,2018 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 Parties 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/PARTIAL 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 certified, or the next business day following electronic submission: To City of Cupertino To Contractor: William Avery and Associates Inc. 10300 Torre Ave.,Cupertino CA 95014 3-1/2 N.Santa Cruz Ave.,Suite A Los Gatos,CA 95030 Attention:Kristina Alfaro Attention: Paul Kimura Email: kristinaa@cupertino.org Email:Paulk@averyassoc.net 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. Select one Director of Community Development Executive Recruitment Page 7 of 8 Professional/Consulting Contracts/Version.•May 2Z 2018 28. EXECUTION The person executing this Agreement on behalf of Contractor represents 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 all of which, taken together, constitute a single binding instrument. IN WITNESS WHEREOF,the parties have caused the Agreement to be executed. CONTRACTOR CITY OF CUPERTINO William Avery&Associates,Inc. A Municipal Corporation Y By Name Paul Kimura Name Kristina Alfaro Title Principal Title Director of Administrative Services Date 5/20/19 Date Tax I.D.No.:95-4001710 APPROVED AS TO FORM: HEATHER M.MINNER Cupertino City Attorney ATTEST: QCE SCHMIDT City Clerk Select one Director of community Development Executive Recruitment Page 8 of 9 Professional/Consulling Contracts Version:Afav 22,2018 EXHIBIT A Scope of Services Director of Community Development Recruitment Team for City of Cupertino Paul Kimura will serve as the Project Lead in this assignment and will be supported by Cris Piasecki and/or Bill Lopez. Mr. Kimura will be personally involved in the initial client meetings, development of the ideal candidate profile and search strategy, interviewing and assessment of candidates, the presentation of candidates, attendance at final interviews, and will be available throughout the search process to provide other related consulting services. Recruitment Plan and Services Provided I. Position Profile and Orizanizational Assessment The initial assessment phase is a critical component of the search process. Mr. Kimura will meet the City Manager and other city executives you deem appropriate to discuss the organizational needs and position requirements. Our goal for this aspect of the recruitment process is to: • Understand the City priorities for this position. • Develop a clear understanding and consensus on the expertise, experience, education,performance attributes and operational style of the ideal candidate. • Discuss the goals, objectives, deliverables, and challenges related to this position. • Gain insight of the various organizational dynamics and departmental issues that exist within the organization. • Identify the compelling aspects to this opportunity. H. Development of the Search Strategy and Candidate Outreach Our search strategy will be developed in conjunction with the organizational assessment. For this assignment, we feel it is critical to develop a high level of visibility with a comprehensive outreach program supplemented by a focused targeted recruitment approach. We would incorporate the following elements into this search: * Utilizing our database to contact and present the opportunity to current City/County Community Development/Planning personnel in comparable agencies. This effort will mainly be geared toward identifying individuals who meet the profile of the ideal candidate but are not actively seeking other employment. * Active referral solicitation from various industry sources and other contacts developed from our many years of public sector consulting. * Public information sources that include various membership listings. * Advertising in WESTERN CITY magazine (if timeline allows),JOBS AVAILABLE magazine and other publications or periodicals deemed appropriate for this search. • Internet job postings on state or national public sector employment bulletin boards including APA, CALAPA and other related websites, and our company website (www.averyassoc.net). • Development and distribution of the comprehensive position announcement to various city, county, and state departments, as well as agencies throughout the state and country. III. Candidate Assessment Our assessment process involves several "tiers"of evaluation. All candidates responding to this position will initially, be evaluated based on their resume and if appropriate, an extensive phone "screening" by a firm Consultant. Candidates who pass the initial "qualifying" criteria are then scheduled for a formal interview with the Principal in charge of the project. These extended personal interviews typically take one hour and a thorough discussion of their experience, accomplishments, management philosophy and interpersonal style takes place. In interviewing candidates, we utilize a methodology based on "behavioral" interview techniques. Fundamentally, this approach explores a candidate's past accomplishments and experiences. The philosophy here is that the best indicator of future performance is assessing past behavior. This methodology allows the firm to "project" how a candidate would approach and address challenges in the new position. Those individuals who best fit the position requirements will have a Candidate Assessment Report developed by the Principal who conducted the interview. Additionally, two initial reference interviews are performed on these candidates. The reference interviews provide our clients with additional insights on the candidate's "behavior"and style. a 2 IV. Candidate Presentation Upon completion of formal interviews and initial reference interviews, a selection of candidates for presentation is made. We feel our extensive screening, interview, and reference process; combined with the knowledge gained during our initial assessment period,enable our client to proceed with fewer rather than more finalists. The final candidates are presented in our candidate presentation "book" Each finalist will have a file consisting of a candidate summary sheet, a resume, the Candidate Assessment Report (based on the formal interview), and initial candidate reference reports. V. Selection Process Once the final candidate interview group is identified, we will assist in the structuring of the interview process and coordinate the interview scheduling activity. Our firm will also provide candidates with guidance related to travel planning, hotel accommodations, as well as other interview planning issues. Our firm will also develop potential interview questions and be in attendance during final interviews to help facilitate the process and to lead an end of day debrief and evaluation process. VI Recruitment Closure and Follow-Up Based on the firm's experience in human resource management and executive search,we are able to assist our clients in the formulation of appropriate compensation and other employment arrangements. We will be available throughout our retention to assist in this process. As a matter of policy, Avery & Associates monitors the transition and progress of any executive we place with a client. Within the first three to six months after the City has hired the individual, we will speak with that individual to ensure that an effective transition has occurred. During the same period, we will also review the individual's status with your office. EXHIBIT B CITY OF CUPERTINO DIRECTOR OF COMMUNITY DEVELOPMENT - RECRUITMENT SCHEDULE Description (Weeks) 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 Initial meeting(s) 1 -Job announcement draft 2 -Advertising and marketing in 2-3 place. -Recruitment strategy finalized 3 -Approve and print job announcements 3 -4 Recruitment period 4-8 -Candidate screening - Candidate Interviews 8- 9 -Complete references 10 - Preparation of candidate book 10 Presentation of candidates 11 Final interviews 13 4 EXHIBIT C Consulting Fee Based on the services described in our proposal, the Professional Services consulting fee for this recruitment will be$18,900. If awarded the search,we would request an initial retainer of$7,900 at the outset of the search. A second invoice of $5,500 would be submitted upon the Clients acceptance of a finalist candidate group. The final balance of $5,500 would be invoiced upon acceptance of a job offer constituting completion of the search. Our invoicing models ensures the firm will remain totally committed to the City throughout the duration of the search as the final invoice is not submitted until the City has an accepted candidate.The consulting fee will be inclusive of all services defined within this proposal unless otherwise stated. In addition to the Professional Services Fee, normal and direct out-of-pocket expenses associated with the search are charged back to the client.Expenses for this assignment would be a not-to-exceed amount of $6,000 without the express consent of the City. These expenses include: advertising, clerical time, supplies, printing, telephone, postage, background checks and consultant travel for client discussions,meetings and local or out-of-area candidate interviews.All expense items will be detailed and billed on a monthly basis. Guarantees and Ethics Whenever William Avery & Associates, Inc. is retained; we make several guarantees and commitments to a client. Due to our experience,knowledge and success within the management consulting field, we assure a client that we will only present candidates who meet a substantial majority of the ideal qualifications that you have outlined. We are also committed to continue our search efforts until a successful candidate is employed. It is also our practice to replace a candidate who may voluntarily resign during the first year of his/her employment. This same commitment applies if the client finds it necessary to terminate or to request the resignation of the selected individual in the first year for any reason. In either case,we invoice a client only for out-of-pocket expenses incurred in identifying a replacement. w 5 EXHIBIT D 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 NIIle1INIIJNIS REQUIRED 1. Commercial General Liability (CGL)for bodily 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 Insured 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-contributory basis for the benefit of City before the City's own insurance or self-insurance shall be called upon to protect City as a named insured. 2. Automobile Liability:ISO CA 00 01 covering any auto(including owned,hired,and non-owned autos)with limits no less than$1,000,000 per accident for bodily injury and property damage. 3. Workers'Compensation: As required by the State of California,with Statutory Limits and Employer's Liability Insurance of no less than$1,000,000 per occurrence for bodily injury ordisease. O Not required. Consultant has provided written verification of no employees. 4. Professional Liability for professional acts, errors and omissions, as appropriate to Consultant's profession, with limits no less than $2,000,000 per 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 completion of the Services. OTHER INSURANCE PROVISIONS The aforementioned insurance shall be endorsed and have all the following conditions and provisions: Exh.D-Insurance Requirements for Design Professionals&Consultants Contracts Form Updated Feb.2018 1 Additional Insured Status 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 2010(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 10 days in advance if due to non-payment ofpremiums. 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, orbetter. 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 duringthe Contract term. Subconsultants Consultant shall require and verify that all subconsultants maintain insurance that meet the requirements of this Contract,including naming the City as an additional insured on subconsultant's insurance policies. Higher Insurance Limits If Consultant maintains broader coverage and/or higher limits than the minimums shown above,City shall be entitled to coverage for the higher insurance limits maintained byConsultant. 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-Insurance Requirements for Design Professionals&Consultants Contracts Form Updated Feh.2018 2 W ILLAVE-01 RYEP A 0.. DATE22120IYYYY) CERTIFICATE OF LIABILITY INSURANCE 5l2212019 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 poilcy(les)must have ADDITIONAL INSURED provisions or be endorsed. If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy,certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder In lieu of such endorsement(s). PRODUCER License'#0655907 NpMEACT The J.Morey Company,Inc. PHONE FAX,No):(714)562-8747 800 S.Harbor Blvd Suite 100 talc,No,E#):(714)562-5910 EMAIL Anaheim,CA 9280b ADDRESS' INSURERS AFFORDING COVERAGE NAIC f INSURERA:Sentinel Ins.Co. Ltd. 11000 INSURED INSURERS:Hartford Casualty Insurance 29424 William Avery&Associates,Inc. INSURERC;Landmark American Ins.Co. 31/2 N.Santa Cruz Ave,#A INSURERD: Los Gatos,CA 95030 INSURERE: INSURERF COVERAGES CERTIFICATE NUMBER: REVISION NUMBER: THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT,TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SU BJECT TO ALL TH E TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES.LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. INS ADDL SUBR POLICY EFF POLICY EXP LIMITS TYPE OF INSURANCE POLICY NUMBER 2,000,000 A X COMMERCIAL GENERAL LIABILITY EACH OCCURRENCE $ CLAIMS-MADE ❑X OCCUR X 57SBABH1425 11/2/2018 11/2/2019 UTJ AGETO RENTED 1,000,000 PREMISES Ea occurrence MED EXP An one per on $ 0,000 PERSONAL&ADV INJURY $ 2,000,000 GENERAL AGGREGATE 4,000,000 GEN'L AGGREGATE LIMIT APPLIES PER: 4,000,000 X POLICY❑PEC7 7 LOC PRODUCTS-COMP/OPAGG 5 OTHER: aBINED SINGLE LIMIT $ 2,000,000 A AUTOMOBILE LIABILITY Ea ANY AUTO 57SBABH1425 11/2/2018 11/2/2019 BODILY INJURY JPerperson) S OWNED SCHEDULED BODILY INJURY Per accident) $ AUTOS ONLY AUTOS PROPERTY PROPERTY DAMAGE X Al1TOS ONLY X AUTOS ONLY Perecadont $ S UMBRELLALIA13 OCCUR EACH OCCURRENCE $ EXCESS LIAR CLAIMS-MADE AGGREGATEH S DED REPENT ION$ _ B WORKERS COMPENSATION X 9TAT T ERH AND EMPLOYERS'LIABILITY 57WECPHO745 6/30/2019 6/30/2020 1,000,000 ANY PRROPRQIE�TORJPARTNERJEXECUTI VE Y� NIA E.L.EACH ACCIDENT $ (Mandatory inl,Hj ExcLUDmv - 1,000,000 E.L.DISEASE-F1.EMPLOYEE $ (M es.s cry a under E.L.DISEASE-POLICY LIMB $ 1,000,000 DESCRIPTION OF OPERATIONS below C Professional Liab LHR837225 4/4/2019 4/4l2020 Each claim/Aggregate 1,000,000 C Professional Llab LHR037225 4/4/2019 4/4/2020 Dad 10,000 DESCRIPTION OF OPERATIONS I LOCATIONS I VBiICLES tACORD 101,Additional Remarks Schedule,may be attached if more space is required) City of Cupertino is added as additional insured to General Liability per form#SS 00 08 04 as. Note:Only the authorized representative can issue or modify this certificate of insurance which is effective on the date shown. CERTIFICATE HOLDER CANCELLATION SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN City of Cupertino ACCORDANCE WITH THE POLICY PROVISIONS. 10300 Torre Avenue Cupertino,CA 95014 AUTHORIZED REPRESENTATIVE ,,- ACORD 25(2016103) ©1988-2015 ACORD CORPORATION. All rights reserved. The ACORD name and logo are registered marks of ACORD W IL LAV E-01 RYEP ACORD DATE(MMIDDIYYYY) CERTIFICATE OF LIABILITY INSURANCE 6/23/2019 THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S),AUTHORIZED REPRESENTATIVE OR PRODUCER,AND THE CERTIFICATE HOLDER. IMPORTANT: If the certificate holder Is an ADDITIONAL INSURED,the policy(ies)must have ADDITIONAL INSURED provisions or be-endorsed. If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy,certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). PRODUCER License#0655907 CONTACT NAME: The J.Morey Company,Inc. PHONE FAx 800 S.Harbor Blvd,Suite 100 (Arc,No,Ext):(714)562-5910 (A/C,No):(714)562-8747 Anaheim,CA 92805 E-MAIL ADDRESS: INSURER(S)AFFORDING COVERAGE NAIC# INSURERA:Sentinel Ins. Co. Ltd. 11000 INSURED INSURER B:Landmark American Iris.CO. William Avery&Associates,Inc. INSURERC: 3 1/2 N.Santa Cruz Ave,#A INSURERD Los Gatos,CA 95030 INSURERE: INSURERF: COVERAGES CERTIFICATE NUMBER: REVISION NUMBER: THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TOTHE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACTOR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES.LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. INSR ADDL SUBR POLICY EFF POLICY EXP TYPE OF INSURANCE lNqn WVD POLICY NUMBER yj_ LIMITS A X COMMERCIAL GENERAL LIABILITY EACH OCCURRENCE $ 2,000,000 CLAIMS-MADE OCCUR X X 57SBABH1425 11/2/2018 11/2/2019 PREMISES occurrence)Ea $ 1,000,000 MED EXP(Any oneperson) $ 10,000 PERSONAL&ADV INJURY $ 2,000,000 GEN'L AGGREGATE LIMIT APPLIES PER. 4,000,000 PRO GENERAL AGGREGATE $ X POLICY❑JECT LOC 4,000,006 PRODUCTS-CODAPfOPAGG $ OTHER A AUTOMOBILE LIABILITY Ea aBciNdeDtSINGLE LIMIT $ 2,000,000 ANY AUTO 57SBABH1425 11/2/2018 11/2/2019 BODILY INJURY Perperson) $ OWNED SCHEDULED AUTOS ONLY AUTOS BODILY INJURY(Per accident) $ X HIRED X NON-OVMJED PROPERTY DAMAGE $ AUTOS ONLY AUTOS ONLY Per accident UMBRELLA LIAR OCCUR EACH OCCURRENCE $ EXCESS LIAB CLAIMS-MADE AGGREGATE $ DED RETENTION$ A WORKERS COMPENSATION PER ERH AND EMPLOYERS'LIABILITY X OFFICER/MRIIIEvITOREXCLUD/EXECUTIVE Y� NIA X 57WECPH0745 6130l2018 6/30/2019 E.L.EACH ACCIDENT $ (Mandatory in NH) 1,000,000 If yes,describe under E.LDISEASE-EAEMPLOYEE $ 1,000,000 DESCRIPTION OF OPERATIONS below E.L.DISEASE-POLICY LIMIT $ 1,000,000 B Professional Liab LHR837225 ]:4/4/2019 4/2019 4/4/2020 Each claim/Aggregate 1,000,000 B Professional Liab LHR837225 4/4/2020 Ded 10,000 DESCRIPTION OF OPERATIONS/LOCATIONS I VEHICLES (ACORD 101,Additional Remarks Schedule,maybe attached if more space is required) The City of Cupertino,its City Council,officers,officials,employees,agents,servants and volunteers are added as additional insured to General Liability per form#SS 00 08 04 05. Primary&non-contributory and waiver of subrogation apply to General Liability perform#SS 00 08 04 05. Waiver of subrogation applies to Workers'Compensation per form#WC 04 03 06. Notice of cancellation to certificate holder per form#SS 12 23 06 11 and#WC 99 03 94. Note:Only the authorized representative can issue or modify this certificate of insurance which is effective on the date shown. 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 10300 Torre Avenue ACCORDANCE WITH THE POLICY PROVISIONS. Cupertino,CA 95014 AUTHORIZED REPRESENTATIVE ACORD 25(2016/03) ©1988-2015 ACORD CORPORATION. All rights reserved. The ACORD name and logo are registered marks of ACORD THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. WAIVER OF OUR RIGHT TO RECOVER FROM OTHERS ENDORSEMENT -CALIFORNIA Policy Number: 57 WEC PH0745 Endorsement Number: Effective Date: 06/30/18 Effective hour is the same as stated on the Information Page of the policy. Named Insured and Address: WILLIAM AVERY&ASSOCIATES INC 3 1/2 N SANTA CRUZ AVE LOS GATOS CA 95030 We have the right to recover our payments from anyone liable for an injury covered by this policy. We will not enforce our right against the person or organization named in the Schedule. (This agreement applies only to the extent that you perform work under a written contract that requires you to obtain this agreement from us.) You must maintain payroll records accurately segregating the remuneration of your employees while engaged in the work described in the Schedule. The additional premium for this endorsement shall be 2 %of the California workers' compensation premium otherwise due on such remuneration. SCHEDULE Person or Organization Job Description Any person or organization from whom you are required by written contract or agreement to obtain this waiver of rights from us Countersigned by Authorized Representative Form WC 04 03 06 (1) Printed in U.S.A. Process Date: 05/21/18 Policy Expiration Date: 06/30/19 BUSINESS LIABILITY COVERAGE FORM Form SS 00 08 04 05 © 2005,The Hartford BUSINESS LIABILITY COVERAGE FORM (b) Rented to, in the care, custody or b. Coverage under this provision does not control of, or over which physical apply to: control is being exercised for any (1) "Bodily injury" or "property damage" purpose by you, any of your that occurred;or "employees", "volunteer workers (2) "Personal and advertising injury" any partner or member (if you are arising out of an offense committed a partnership or joint venture), or any member (if you are a limited before you acquired or formed the liability company). organization. b. Real Estate Manager 4. Operator Of Mobile Equipment Any person (other than your"employee"or With respect to"mobile equipment"registered in "volunteer worker"), or any organization your name under any motor vehicle registration while acting as your real estate manager. law, any person is an insured while driving such c. Temporary Custodians Of Your equipment along a public highway with your Property permission. Any other person or organization responsible for the conduct of such person is Any person or organization having proper also an insured, but only with respect to liability temporary custody of your property if you arising out of the operation of the equipment,and die, but only: only if no other insurance of any kind is available (1) With respect to liability arising out of the to that person or organization for this liability. maintenance or use of that property;and However, no person or organization is an insured (2) Until your legal representative has with respect to: been appointed. a. "Bodily injury" to a co-"employee" of the d. Legal Representative If You Die person driving the equipment;or Your legal representative if you die, but b. "Property damage" to property owned by, only with respect to duties as such. That rented to, in the charge of or occupied by representative will have all your rights and you or the employer of any person who is duties under this insurance. an insured under this provision. e. Unnamed Subsidiary 5. Operator of Nonowned Watercraft Any subsidiary and subsidiary thereof, of With respect to watercraft you do not own that yours which is a legally incorporated entity is less than 51 feet long and is not being used of which you own a financial interest of to carry persons for a charge,any person is an more than 50% of the voting stock on the insured while operating such watercraft with effective date of this Coverage Part. your permission. Any other person or organization responsible for the conduct of The insurance afforded herein for any such person is also an insured, but only with subsidiary not shown in the Declarations respect to. liability arising out of the operation as a named insured does not apply to of the watercraft, and only if no other injury or damage with respect to which an insurance of any kind is available to that insured under this insurance is also an person ororganization for this liability. insured under another policy or would be an insured under such policy but for Its However, no person or organization is an termination or upon the exhaustion of its insured with respect to: limits of insurance. a. "Bodily injury" to a co"employee" of the 3. Newly Acquired Or Formed Organization person operating the watercraft;or Any organization you newly acquire or form, b. "Property damage"to property owned by, other than a partnership, joint venture or rented to, in the charge of or occupied by limited liability company, and over which you you or the employer of any person who is maintain financial interest of more than 50%of an insured under this provision. the voting stock, will qualify as a Named B. Additional Insureds When Required By Insured if there is no other similar insurance Written Contract, Written Agreement Or available to that organization. However: Permit a. Coverage under this provision is afforded The person(s) or organization(s) identified in only until the 180th day after you acquire Paragraphs a. through f. below are additional or form the organization or the end of the insureds when you have agreed, in a written policy period, whichever is earlier;and Form SS 00 08 04 05 Pagel 1 of 24 BUSINESS LIABILITY COVERAGE FORM contract, written agreement or because of a (e) Any failure to make such permit issued by a state or political inspections, adjustments, tests or subdivision, that such person or organization servicing as the vendor has be added as an additional insured on your agreed to make or normally policy, provided the injury or damage occurs undertakes to make in the usual subsequent to the execution of the contract or course of business, in connection agreement,or the issuance of the permit. with the distribution or sale of the A person or organization is an additional products; insured under this provision only for that (f) Demonstration, installation, period of time required by the contract, servicing or repair operations, agreement or permit, except such operations performed However, no such person or organization is an at the vendor's premises inconnection with the sale of the additional insured under this provision if such product; person or organization is included as an additional insured by an endorsement Issued (g) Products which, after distribution by us and made a part of this Coverage Part, or sale by you, have been labeled including all persons or organizations added or relabeled or used as a as additional Insureds under the specific container, part or ingredient of any additional insured coverage grants in Section other thing or substance by or for F.—Optional Additional Insured Coverages. the vendor;or a. Vendors (h) "Bodily injury" or "property Any person(s)or organization damage" arising out of the soles) (referred to negligence of the vendor for its below as vendor), but only with respect to "bodily injury" or "property damage" arising own acts or omissions or those of out of"your products"which are distributed its employees or anyone else or sold in the regular course of the vendor's acting on its behalf. However,this business and only if this Coverage Part exclusion does not apply to: provides coverage for "bodily injury" or (1) The exceptions contained in "property damage" included within the Subparagraphs(d)or(f);or "products-completed operations hazard". (ii) Such inspections, adjustments, (1) The insurance afforded to the vendor tests or servicing as the vendor is subject to the following additional has agreed to make or normally exclusions: undertakes to make in the usual This insurance does not apply to; course of business, inconnection with the distribution (a) "Bodily injury" or "property or sale of the products. damage" for which the vendor is obligated to pay damages by (2) This insurance does not apply to any reason of the assumption of insured person or organization from liability in a contract or agreement. whom you have acquired such products, This exclusion does not apply to or any ingredient, part or container, liability for damages that the entering into, accompanying or vendor would have in the absence containing such products, of the contract or agreement; b. Lessors Of Equipment (b) Any express warranty (1) Any person or organization from unauthorized by you; whom you lease equipment; but only with respect to their liability for"bodily (c} Any physical or chemical change injury", "property damage" or in the product made Intentionally "personal and advertising injury" by the vendor; caused, In whole or in part, by your (d) Repackaging, except when maintenance, operation or use of unpacked solely for the purpose of equipment leased to you by such inspection, demonstration, testing, person or organization, or the substitution of parts under instructions from the manufacturer, and then repackaged in the original container; Page 12 of 24 Form SS 00 08 04 05 BUSINESS LIABILITY COVERAGE FORM (2) With respect to the insurance afforded e. Permits Issued By State Or Political to these additional insureds, this Subdivisions insurance does not apply to any (1) Any state or political subdivision, but "occurrence" which takes place after only with respect to operations you cease to lease that equipment. performed by you or on your behalf for c. Lessors Of Land Or Premises which the state or political subdivision (1) Any person or organization from has issued a permit. whom you lease land or premises, but (2) With respect to the insurance afforded only with respect to liability arising out to these additional insureds, this of the ownership, maintenance or use insurance does not apply to: of that part of the land or premises (a) "Bodily injury", "property damage" leased to you. or "personal and advertising (2) With respect to the insurance afforded injury" arising out of operations to these additional Insureds, this performed for the state or insurance does not apply to: municipality;or (a) Any "occurrence" which takes (b) "Bodily injury"or"property damage" place after you cease to lease that included within the "products- land or be a tenant in that completed operations hazard". premises; or f. Any Other Party (b) Structural alterations, new (1) Any other person or organization who construction or demolition is not an insured under Paragraphs a. operations performed by or on through e. above, but only with behalf of such person or respect to liability for "bodily injury", organization. "property damage" or "personal and d. Architects,Engineers Or Surveyors advertising injury"caused, in whole or (1) Any architect, engineer, or surveyor, but in part, by your acts or omissions or only with respect to liability for "bodily the acts or omissions of those acting injury", "property damage or 'personal on your behalf: and advertising injury"caused, in whole (a) In the performance of your or in part, by your acts or omissions or ongoing operations; the acts or omissions of those acting on (b) In connection with your premises your behalf: owned by or rented to you;or (a) In connection with your premises; (c) In connection with"your work"and or included within the "products- (b) in the performance of your completed operations hazard",but ongoing operations performed by only if you or on your behalf. (1) The written contract or written (2) With respect to the insurance afforded agreement requires you to to these additional insureds, the provide such coverage to following additional exclusion applies: such additional insured;and This insurance does not apply to (ii) This Coverage Part provides "bodily injury", "property damage" or coverage for "bodily injury" or "personal and advertising injury" "property damage" included arising out of the rendering of or the within the "products- failure to render any professional completed operations hazard". services by or for you, including: (2) With respect to the insurance afforded (a) The preparing, approving, or to these additional insureds, this failure to prepare or approve, insurance does not apply to: maps, shop drawings, opinions, "Bodily injury", "property damage" or reports, surveys, field orders, "personal and advertising injury" change orders, designs or arising out of the rendering of, or the drawings and specifications;or failure to render, any professional (b) Supervisory, inspection, architectural, engineering or surveying architectural or engineering services, including: activities, Form SS 00 08 04 05 Page 13 of 24 BUSINESS LIABILITY COVERAGE FORM (a) The preparing, approving, or This General Aggregate limit does not failure to prepare or approve, apply to "property damage" to premises maps, shop drawings, opinions, while rented to you or temporarily reports, surveys, field orders, occupied by you with permission of the change orders, designs or owner, arising out of fire, lightning or drawings and specifications;or explosion. (b) Supervisory, inspection, 3. Each Occurrence Limit architectural or engineering Subject to 2.a, or 2.b above, whichever activities. applies, the most we will pay for the sum of all The limits of insurance that apply to additional damages because of all "bodily injury", insureds are described in Section D. — Limits "property damage" and medical expenses Of Insurance, arising out of any one "occurrence" is the How this insurance applies when other Liability and Medical Expenses Limit shown in insurance Is available to an additional insured the Declarations. Is described in the Other Insurance Condition The most we will pay for all medical expenses In Section E.—Liability And Medical Expenses because of "bodily injury" sustained by any General Conditions. one person Is the Medical Expenses Limit No 'person or organization is an insured with shown in the Declarations. respect to the conduct of any current or past 4. Personal And Advertising Injury Limit partnership, joint venture or limited liability Subject to 2.b.above, the most we will pay for company that is not shown as a Named Insured in the sum of all damages because of all the Declarations. "personal and advertising injury"sustained by . D. LIABILITY AND MEDICAL EXPENSES any one person or organization is the Personal LIMITS OF INSURANCE and Advertising Injury Limit shown in the 1. The Most We Will Pay Declarations. The Limits of Insurance shown in the 5. Damage To Premises Rented To You Limit Declarations and the rules below fix the most The Damage To Premises Rented To You we will pay regardless of the number of: Limit is the most we will pay under Business Liability Coverage for damages because of a. Insureds; "property damage"to any one premises, while b. Claims made or"suits"brought;or rented to you, or in the case of damage by fire, c. Persons or organizations making claims or lightning or explosion, while rented to you or bringing"suits". temporarily occupied by you with permission of 2. Aggregate Limits the owner. The most we will pay for: In the case of damage by fire, lightning or explosion,the Damage to Premises Rented To a. Damages because of "bodily injury" and You Limit applies to all damage proximately "property damage" included in the If caused by the same event, whether such products-completed operations hazard"is damage results from fire,lightning or explosion the Products-Completed Operations or any combination of these. Aggregate Limit shown In the 6. How Limits Apply Declarations. pp Y To Additional Insureds b. Damages because of all other "bodily The most we will pay on behalf of a person or injury", "property damage" or "personal organization who is an additional insured and advertising injury", including medical under this Coverage Part Is the lesser of: expenses, is the General Aggregate Limit a. The limits of insurance specified in a shown in the Declarations. written contract, written agreement or This General Aggregate Limit applies permit Issued by a state or political separately to each of your "locations" subdivision;or owned by or rented to you. b. The Limits of Insurance shown in the "Location" means premises involving the Declarations. same or connecting lots, or premises Such amount shall be a part of and not in whose connection is interrupted only by a addition to the Limits of Insurance shown in street, roadway or right-of-way of a the Declarations and described in this Section. railroad. Page 14 of 24 Form SS 00 08 04 05 BUSINESS LIABILITY COVERAGE FORM This Paragraph f. applies separately to (3) We have issued this policy in reliance you and any additional insured, upon your representations. 3. Financial Responsibility Laws b. Unintentional Failure To Disclose a. When this policy is certified as proof of Hazards financial responsibility for the future under If unintentionally you should fail to disclose the provisions of any motor vehicle all hazards relating to the conduct of your financial responsibility law, the insurance business at the inception date of this provided by the policy for "bodily injury" Coverage Part, we shall not deny any liability and "property damage" liability will coverage under this Coverage Part comply with the provisions of the law to because of such failure. the extent of the coverage and limits of 7, Other Insurance insurance required by that law. If other valid and collectible insurance is b. With respect to "mobile equipment" to available for a loss we cover under this which this insurance applies, we will Coverage Part, our obligations are limited as provide any liability, uninsured motorists, follows: underinsured motorists, no-fault or other a. Primary Insurance coverage required by any motor vehicle law, We will provide the required limits for This insurance is primary except when b. those coverages. below applies. If other insurance is also 4. Legal Action Against Us primary, we will share with all that other insurance by the method described in c. No person or organization has a right under below. this Coverage Form: b. .Excesslnsurance a. To join us as a parry or otherwise bring us into a "suit" asking for damages from an This insurance is excess over any of the insured;or other insurance, whether primary, excess, contingent or on any other basis: b. To sue us on this Coverage Form unless all of its terms have been fully complied (1) Your Work with. That is Fire, Extended Coverage, A person or organization may sue us to recover Builder's Risk, Installation Risk or on an agreed settlement or on a final judgment similar coverage for"your work"; against an insured; but we will not be liable for (2) Premises Rented To You damages that are not payable under the terms of That is fire, lightning or explosion this insurance or that are in excess of the insurance for premises rented to you applicable limit of insurance. An agreed or temporarily occupied by you with settlement means a settlement and release of permission of the owner; liability signed by us, the insured and the claimant or the claimant's legal representative. (3) Tenant Liability 5. Separation Of Insureds That is insurance purchased by you to cover your liability as a tenant for Except with respect to the Limits of Insurance, property damage to premises rented and any rights or duties specifically assigned to you or temporarily occupied by you in this policy to the first Named insured, this with permission of the owner; insurance applies: a. As if each Named Insured were the only (4) Aircraft,Auto Or Watercraft Named Insured;and If the loss arises out of the maintenance or use of aircraft, "autos"or watercraft to b. Separately to each insured against whom the extent not subject to Exclusion g. of a claim is made or"suit"is brought, Section A.—Coverages. 6. Representations (5) Property Damage To Borrowed a. When You Accept This Policy Equipment Or Use Of Elevators By accepting this policy,you agree: If the loss arises out of "property (1) The statements in the Declarations damage" to borrowed equipment or are accurate and complete; the use of elevators to the extent not (2) Those statements are based upon subject to Exclusion k. of Section A.— representations you made to us; and Coverages. Page 16 of 24 Form SS 00 08 04 05 BUSINESS LIABILITY COVERAGE FORM (6) When You Are Added As An When this insurance is excess over other Additional Insured To Other insurance, we will pay only our share of Insurance the amount of the loss, if any, that That is other insurance available to exceeds the sum of: you covering liability for damages (1) The total amount that all such other arising out of the premises or insurance would pay for the loss in the operations, or products and completed absence of this insurance;and operations, for which you have been (2) The total of all deductible and self- added as an additional insured by that insured amounts under all that other insurance;or insurance. (7) When You Add Others As An We will share the remaining loss,if any,with Additional Insured To This any other insurance that is not described in Insurance this Excess Insurance provision and was not That is other insurance available to an bought specifically to apply in excess of the additional insured. Limits of Insurance shown in the However, the following provisions Declarations of this Coverage Part. apply to other insurance available to c. Method Of Sharing any person or organization who is an If all the other insurance permits additional insured under this Coverage contribution by equal shares,we will follow Part: this method also. Under this approach, (a) Primary Insurance When each insurer contributes equal amounts Required By Contract until it has paid its applicable limit of This insurance is primary if you insurance or none of the loss remains, have agreed in a written contract, whichever comes first. written agreement or permit that If any of the other insurance does not permit this insurance be primary. if other contribution by equal shares, we will insurance is also primary, we will contribute by limits. Under this method,each share with all that other insurance insurers share is based on the ratio of its by the method described in c. applicable limit of insurance to the total below. applicable limits of insurance of all insurers. (b) Primary And Non-Contributory 8. Transfer Of Rights Of Recovery Against To Other Insurance When Others To Us Required By Contract a. Transfer Of Rights Of Recovery If you have agreed in a written If the insured has rights to recover all or contract, written agreement or part of any payment, including permit that this insurance is Supplementary Payments, we have made primary and non-contributory with under this Coverage Part, those rights are the additional insured's own transferred to us. The insured must do insurance, this insurance is nothing after loss to impair them. At our primary and we will not seek request, the insured will bring "suit" or contribution from that other transfer those rights to us and help us insurance. enforce them. This condition does not Paragraphs(a)and(b)do not apply to apply to Medical Expenses Coverage. other Insurance to which the additional b. Waiver Of Rights Of Recovery (Waiver insured has been added as an Of Subrogation) additional insured. If the insured has waived any rights of When this insurance is excess, we will recovery against any person or have no duty under this Coverage Part to organization for all or part of any payment, defend the insured against any"suit"if any including Supplementary Payments, we other insurer has a duty to defend the have made under this Coverage Part, we insured against that "suit". if no other also waive that right, provided the insured Insurer defends, we will undertake to do waived their rights of recovery against so, but we will be entitled to the insured's such person or organization in a contract, rights against all those other insurers. agreement or permit that was executed prior to the injury or damage, Form SS 00 08 04 05 Page 17 of 24