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HomeMy WebLinkAbout2016 Hermann Design Group, Inc - Auto Dealers LandscapeTRIS PROFESS001AL SEWTVICES AGRE&MERT (the "Agreement") is made and entered into by and between the CITY OF LA QUINTA, ("City"), a California municipal corporation, and HERMANN DESIGN GROUP ("Consultant"). The partie3 hereto agree as follows: 1.1 Scope of Services. In compliance with all terms and conditions of th Agreement, Consultant shall provide Professional Landscape Architectural Servic in connection with the La Quinta Auto Collection, as specified in the "Scope Services" attached hereto as Exhibit "A" and incorporated herein by this referen (the "Services"). Consultant represents that Consultant is a provider of servic and Consultant is experienced in performing the Services contemplated herein an in light of such status and experience, Consultant covenants that it shall follow t industry accepted professional standards in performing the Services requir hereunder. For purposes of this Agreement, the phrase "industry acce )t p professional standards" shall mean those standards of practice recognized by on or more professional firms performing similar services under similar circumstances.1 1.2 Compliance with Law. All services rendered hereunder shall be provided in accordance with all ordinances, resolutions, statutes, rules, regulations, and laws of the City and any Federal, State, or local governmental agency of competen-i jurisdiction. 1.3 Licenses, Permits, Fees and Assessments. Except as otherwise specifi herein, Consultant shall obtain at its sole cost and expense such licenses, permit and approvals as may be required by law for the performance of the Servic required by this Agreement, including a City of La Quinta business licens Consultant and its employees, agents, and subcontractors shall, at their sole co and expense, keep in effect at all times during the term of this Agreement an licenses, permits, and approvals that are legally required for the performance of t Services required by this Agreement. Consultant shall have the sole obligation pay for any fees, assessments, and taxes, plus applicable penalties and interes which may be imposed by law and arise from or are necessary for the performan of the Services required by this Agreement, and shall indemnify, defend (wit counsel selected by City), and hold City, its elected officials, officers, employee and agents, free and harmless against any such fees, assessments, taxe penalties, or interest levied, assessed, or imposed against City hereunde Consultant shall be responsible for all subcontractors' compliance with this Sectio 1.4 Familiarity with Work. By executing this Agreement, Consultant ,epresents that (a) it has thoroughly investigated and considered the Services to be performed, (b) it has investigated the site where the Services are to be performe if any, and fully acquainted itself with the conditions there existing, (c) it h carefully considered how the Services should be performed, and (d) it ful understands the facilities, difficulties, and restrictions attending performance of t Services under this Agreement. Should Consultant discover any latent or unkno W conditions materially differing from those inherent in the Services or as represent 116 by City, Consultant shall immediately inform City of such fact and shall not procee except at Consultant's risk until written instructions are received from the Contra( Officer (as defined in Section 4.2 hereof). 1.5 Standard of Care. Consultant acknowledges and understands that t - Services contracted for under this Agreement require specialized skills and abiliti and that, consistent with this understanding, Consultant's work will be held to heightened standard of quality. Consistent with Section 1.4 hereinabov Consultant represents to City that it holds the necessary skills and abilities to satisfy the heightened standard of quality as set forth in this Agreemen Consultant shall adopt reasonable methods during the life of this Agreement furnish continuous protection to the Services performed by Consultant, and t equipment, materials, papers, and other components thereof to prevent losses damages, and shall be responsible for all such damages, to persons or propert until acceptance of the Services by City, except such losses or damages as may caused by City's own negligence. The performance of Services by Consultant sh not relieve Consultant from any obligation to correct any incomplete, inaccurate, defective work at no further cost to City, when such inaccuracies are due to th- negligence of Consultant. 1.6 Additional Services. In accordance with the terms and conditions of th Agreement, Consultant shall perform services in addition to those specified in t Scope of Services ("Additional Services") only when directed to do so by t Contract Officer, provided that Consultant shall not be required to perform a Additional Services without compensation. Consultant shall not perform a' Additional Services until receiving prior written authorization from the Contra Officer, incorporating therein any adjustment in (i) the Contract Sum, and/or (ii) t time to perform this Agreement, which said adjustments are subject to the writte approval of Consultant. It is expressly understood by Consultant that t provisions of this Section shall not apply to the Services specifically set forth in t Scope of Services or reasonably contemplated therein. It is specifically understoo and agreed that oral requests and/or approvals of Additional Services shall barred and are unenforceable. Failure of Consultant to secure the Contra Officer's written authorization for Additional Services shall constitute a waiver any and all right to adjustment of the Contract Sum or time to perform th Agreement, whether by way of compensation, restitution, quantum meruit, or t like, for Additional Services provided without the appropriate authorization from t - Contract Officer. Compensation for properly authorized Additional Services shall be made in accordance with Section 2.3 of this Agreement. 1.7 Special Requirements. Additional terms and conditions of th" Agreement, if any, which are made a part hereof are set forth in Exhibit "D" (t "Special Requirements"), which is incorporated herein by this reference an] expressly made a part hereof. In the event of a conflict between the provisions the Special Requirements and any other provisions of this Agreement, th- provisions of the Special Requirements shall govern. Wel W0161 ITA I U a 0 61 1Y_11 I I [N 2.1 Contract Sum. For the Services rendered pursuant to this Agreemen Consultant shall be compensated in accordance with Exhibit "B" (the "Schedule Compensation") in a total amount not to exceed Thirty Two Thousand Six Hundr Twenty Five Dollars ($32,625) (the "Contract Sum"), except as provided i Section 1.6. The method of compensation set forth in the Schedule Compensation may include a lump sum payment upon completion, payment i accordance with the percentage of completion of the Services, payment for ti and materials based upon Consultant's rate schedule, but not exceeding t Contract Sum, or such other methods as may be specified in the Schedule Compensation. The Contract Sum shall include the attendance of Consultant at project meetings reasonably deemed necessary by City; Consultant shall not entitled to any additional compensation for attending said meetings. Compensatio may include reimbursement for actual and necessary expenditures for reproductio costs, transportation expense, telephone expense, and similar costs and expens when and if specified in the Schedule of Compensation. Regardless of the metho of compensation set forth in the Schedule of Compensation, Consultant's over compensation shall not exceed the Contract Sum, except as provided in Secti 1.6 of this Agreement. 2.2 Method of Billing. Any month in which Consultant wishes receive payment, Consultant shall submit to City no later than the tenth (10t working day of such month, in the form approved by City's Finance Director, a invoice for Services rendered prior to the date of the invoice. Such invoice sh (1) describe in detail the Services provided, including time and materials, an (2) specify each staff member who has provided Services and the number of hou assigned to each such staff member. Such invoice shall contain a certification by a principal member of Consultant specifying that the payment requested is f Services performed in accordance with the terms of this Agreement. Subject retention pursuant to Section 8.3, City will pay Consultant for all items state thereon which are approved by City pursuant to this Agreement no later than thir (30) days after invoices are received by the City's Finance Department. 2.3 Compensation for Additional Services. Additional Services approved in advance by the Contract Officer pursuant to Section 1.6 of this Agreement shall be paid for in an amount agreed to in writing by both City and Consultant in advance of the Additional Services being rendered by Consultant. Any compensation for Additional Services amounting to five percent (5%) or les.- of the Contract Sum may be approved by the Contract Officer. Any greater amount of compensation for Additional Services must be approved by the La Quinta City Council. Under no circumstances shall Consultant receiv,d. compensation for any Additional Services unless prior written approval for thre., Additional Services is obtained from the Contract Officer pursuant to Section 1.6 oy this Agreement. 0 . M140114:1 3.1 Time of Essence. Time is of the essence in the performance of this Agreement. If the Services not completed in accordance with the Schedule oy Performance, as set forth in Section 3.2 and Exhibit C, it is understood that the City will suffer damage. 3.2 Schedule of Performance. All Services rendered pursuant to thi�t Agreement shall be performed diligently and within the time period established in Exhibit C (the "Schedule of Performance"). Extensions to the time period specified in the Schedule of Performance may be approved in writing by the Contract Officer. 3.3 Force Majeure. The time period specified in the Schedule of PerformanrP-9 for performance of the Services rendered pursuant to this Agreement shall extended because of any delays due to unforeseeable causes beyond the contr and without the fault or negligence of Consultant, including, but not restricted t acts of God or of the public enemy, fires, earthquakes, floods, epidemic, quaranti restrictions, riots, strikes, freight embargoes, acts of any governmental agen other than City, and unusually severe weather, if Consultant shall within ten (1 days of the commencement of such delay notify the Contract Officer in writing the causes of the delay. The Contract Officer shall ascertain the facts and t extent of delay, and extend the time for performing the Services for the period the forced delay when and if in his or her judgment such delay is justified, and th Contract Officer's determination shall be final and conclusive upon the parties this Agreement. Extensions to time period in the Schedule of Performance whi are determined by the Contract Officer to be justified pursuant to this Section sh not entitle the Consultant to additional compensation in excess of the Contra Sum. 3.5 CPI Adjustment. In the event that the initial term of this Agreement extended pursuant to Section 3.4, individual fees to be charged by Consultant set forth in the Schedule of Compensation may be increased, once for the fir extended term, and once for the second extended term, from the amount charg in the immediately preceding term based on a percentage increase that does n exceed the percentage increase in the Consumer Price Index published by t United States Department of Labor, Bureau of Labor Statistics, for Urban Wa Earners and Clerical Workers, Los Angel es- Riverside-O range County Average, Items (1984 = 100) (the "Index"), or, if said Index is discontinued, such officl index as may then be in existence and which is most nearly equivalent to sai Index (the "CPI Adjustment"). No fees in the Schedule of Compensation may increased by the CPI Adjustment if the Schedule of Compensation, from the date origination of this Agreement, already sets forth fees with an accommodation for CPI Adjustment. 4.1 Representative of Consultant. The following principals of Consultant ("Principals") are hereby designated as being the principals and representatives of Consultant authorized to act in its behalf with respect to the Services specified 'ierein and make all decisions in connection therewith: E. Chris Aermann, ASLA, President/CEV, E-mail: chris@hda-inc.com I It is expressly understood that the experience, knowledge, capabilit and reputation of the foregoing Principals were a substantial inducement for City enter into this Agreement. Therefore, the foregoing Principals shall be responsib during the term of this Agreement for directing all activities of Consultant a devoting sufficient time to personally supervise the Services hereunder. F purposes of this Agreement, the foregoing Principals may not be changed I Consultant and no other personnel may be assigned to perform the Servic required hereunder without the express written approval of City. 4.2 Contract Officer. The "Contract Officer" shall be Timothy R. Jonasso P.E., Public Works Director/City Engineer or such other person as may designated in writing by the City Manager of City. It shall be Consultant responsibility to assure that the Contract Officer is kept informed of the progress i I the performance of the Services, and Consultant shall refer any decisions, th 'I I must be made by City to the Contract Officer. Unless otherwise specified herei any approval of City required hereunder shall mean the approval of the Contra Officer. The Contract Officer shall have authority to sign all documents on beha of City required hereunder to carry out the terms of this Agreement. 4.3 Prohibition Against Subcontracting or Assignment. The experienc knowledge, capability, and reputation of Consultant, its principals, and i employees were a substantial inducement for City to enter into this Agreemen Except as set forth in this Agreement, Consultant shall not contract with any oth entity to perform in whole or in part the Services required hereunder without t express written approval of City. In addition, neither this Agreement nor an interest herein may be transferred, assigned, conveyed, hypothecated, encumbered, voluntarily or by operation of law, without the prior written approv of City. Transfers restricted hereunder shall include the transfer to any person group of persons acting in concert of more than twenty five percent (25%) of t present ownership and/or control of Consultant, taking all transfers into account o a cumulative basis. Any attempted or purported assignment or contracting Consultant without City's express written approval shall be null, void, and of no effect. No approved transfer shall release Consultant of any liability hereund without the express consent of City. W w 4.5 Identity of Persons Performing Work. Consultant represents that employs or will employ at its own expense all personnel required for t satisfactory performance of any and all of the Services set forth herein. Consulta represents that the Services required herein will be performed by Consultant under its direct supervision, and that all personnel engaged in such work shall - fully qualified and shall be authorized and permitted under applicable State and local law to perform such tasks and services. 4. 6 City shall provide Consultant with any plans, publications, reports, statistics, records, or other data or information pertinent to the Services to be performed hereunder which are reasonably available tit Consultant only from or through action by City. 5.1 Insurance. Prior to the beginning of any Services under this Agreemen-j and throughout the duration of the term of this Agreement, Consultant shal' procure and maintain, at its sole cost and expense, and submit concurrently with its execution of this Agreement, policies of insurance as set forth in Exhibit E (the "Insurance Requirements") which is incorporated herein by this reference and expressly made a part hereof. 6.0 INDEMNIFICATION. 6.1 Indemnification. To the fullest extent permitted by law, Consultant shall indemnify, protect, defend (with counsel selected by City), and hold harmless City and any and all of its officers, employees, agents, and volunteers as set forth in Exhibit F ("Indemnification") which is incorporated herein by this reference and expressly made a part hereof. 7.0 RECORDS AND REPORTS. 7.1 Reports. Consultant shall periodically prepare and submit to the Contra Officer such reports concerning Consultant's performance of the Services require by this Agreement as the Contract Officer shall require. Consultant here acknowledges that City is greatly concerned about the cost of the Services to performed pursuant to this Agreement. For this reason, Consultant agrees that Consultant becomes aware of any facts, circumstances, techniques, or events th may or will materially increase or decrease the cost of the Services contemplate lei herein or, if Consultant is providing design services, the cost of the project beini designed, Consultant shall promptly notify the Contract Officer of said fac circumstance, technique, or event and the estimated increased or decreased co related thereto and, if Consultant is providing design services, the estimatee increased or decreased cost estimate for the project being designed. 7.2 Records. Consultant shall keep, and require any subcontractors to kee such ledgers, books of accounts, invoices, vouchers, canceled checks, repor (including but not limited to payroll reports), studies, or other documents relating t the disbursements charged to City and the Services performed hereunder (t "Books and Records"), as shall be necessary to perform the Services required I this Agreement and enable the Contract Officer to evaluate the performance such Services. Any and all such Books and Records shall be maintained i accordance with generally accepted accounting principles and shall be comple and detailed. The Contract Officer shall have full and free access to such Boo and Records at all times during normal business hours of City, including the right inspect, copy, audit, and make records and transcripts from such Books an Records. Such Books and Records shall be maintained for a period of three years following completion of the Services hereunder, and City shall have access such Books and Records in the event any audit is required. In the event dissolution of Consultant's business, custody of the Books and Records may given to City, and access shall be provided by Consultant's successor in interes Under California Government Code Section 8546.7, if the amount of public fun expended under this Agreement exceeds Ten Thousand Dollars ($10,000.00), th Agreement shall be subject to the examination and audit of the State Auditor, the request of City or as part of any audit of City, for a period of three (3) yea after final payment under this Agreement. 7.3 Ownership of Documents. All drawings, specifications, maps, design., photographs, studies, surveys, data, notes, computer files, reports, record., documents, and other materials plans, drawings, estimates, test data, surve results, models, renderings, and other documents or works of authorship fixed i any tangible medium of expression, including but not limited to, physical drawing! digital renderings, or data stored digitally, magnetically, or in any other mediur prepared or caused to be prepared by Consultant, its employees, subcontractor! and agents in the performance of this Agreement (the "Documents and Materials , shall be the property of City and shall be delivered to City upon request of th Contract Officer or upon the expiration or termination of this Agreement, an Consultant shall have no claim for further employment or additional compensatio as a result of the exercise by City of its full rights of ownership use, reuse, ( assignment of the Documents and Materials hereunder. Any use, reuse c assignment of such completed Documents and Materials for other projects and/( use of uncompleted documents without specific written authorization b Consultant will be at City's sole risk and without liability to Consultant, an Consultant's guarantee and warranties shall not extend to such use, revise, ( assignment. Consultant may retain copies of such Documents and Materials for il own use. Consultant shall have an unrestricted right to use the concepts embodie therein. All subcontractors shall provide for assignment to City of any Documeni and Materials prepared by them, and in the event Consultant fails to secure suc assignment, Consultant shall indemnify City for all damages resulting therefrom. In the event City or any person, firm, or corporation authorized by City reus said Documents and Materials without written verification or adaptation Consultant for the specific purpose intended and causes to be made or makes a changes or alterations in said Documents and Materials, City hereby release]. discharges, and exonerates Consultant from liability resulting from said chang4l The provisions of this clause shall survive the termination or expiration of th Agreement and shall thereafter remain in full force and effect. I 7.4 Licensing of Intellectual Propeqy. This Agreement creates a non- exclusive and perpetual license for City to copy, use, modify, reuse, or sublicens4 any and all copyrights, designs, rights of reproduction, and other intellectual property embodied in the Documents and Materials. Consultant shall require all subcontractors, if any, to agree in writing that City is granted a non-exclusive and perpetual license for the Documents and Materials the subcontractor prepares under this Agreement. Consultant represents and warrants that Consultant has th,-.r legal right to license any and all of the Documents and Materials. Consultam makes no such representation and warranty in regard to the Documents and Materials which were prepared by design professionals other than Consultant or provided to Consultant by City. City shall not be limited in any way in its use oy the Documents and Materials at any time, provided that any such use not within the purposes intended by this Agreement shall be at City's sole risk. 7.5 Release of Documents. The Documents and Materials shall not released publicly without the prior written approval of the Contract Officer or required by law. Consultant shall not disclose to any other entity or person an information regarding the activities of City, except as required by law or authorized by City. I E."Rema 0110104011 LV41 a 0 a Kel IVA—TO] ON .1 N M IN 0 Is 8.1 California Law. This Agreement shall be interpreted, construed, an governed both as to validity and to performance of the parties in accordance wi the laws of the State of California. Legal actions concerning any dispute, claim, matter arising out of or in relation to this Agreement shall be instituted in t Superior Court of the County of Riverside, State of California, or any othn appropriate court in such county, and Consultant covenants and agrees to sub to the personal jurisdiction of such court in the event of such action. I 8.2 Disputes. In the event of any dispute arising under this Agreement, t�jffl injured party shall notify the injuring party in writing of its contentions submitting a claim therefore. The injured party shall continue performing i obligations hereunder so long as the injuring party commences to cure such defau within ten (10) days of service of such notice and completes the cure of suc Ll c default within forty-five (45) days after service of the notice, or such longer perio as may be permitted by the Contract Officer; provided that if the default is a immediate danger to the health, safety, or general welfare, City may take su cl I immediate action as City deems warranted. Compliance with the provisions of th Section shall be a condition precedent to termination of this Agreement for cau - and to any legal action, and such compliance shall not be a waiver of any party right to take legal action in the event that the dispute is not cured, provided th nothing herein shall limit City's right to terminate this Agreement without cau pursuant to Section 8.8. During the period of time that Consultant is in defaul City shall hold all invoices and shall, when the default is cured, proceed wi payment on the invoices. In the alternative, City may, in its sole discretion, ele to pay some or all of the outstanding invoices during any period of default. I 8.3 Retention of Funds. City may withhold from any monies payable Me Consultant sufficient funds to compensate City for any losses, costs, liabilities, damages it reasonably believes were suffered by City due to the default Consultant in the performance of the Services required by this Agreement. I 8.4 Waiver. No delay or omission in the exercise of any right or remedy of non -defaulting party on any default shall impair such right or remedy or construed as a waiver. City's consent or approval of any act by Consulta requiring City's consent or approval shall not be deemed to waive or rend unnecessary City's consent to or approval of any subsequent act of Consultan I Any waiver by either party of any default must be in writing and shall not be waiver of any other default concerning the same or any other provision of th Agreement. I] 8.5 Rights and Remedies are Cumulative. Except with respect to rights an remedies expressly declared to be exclusive in this Agreement, the rights an remedies of the parties are cumulative and the exercise by either party of one more of such rights or remedies shall not preclude the exercise by it, at the same different times, of any other rights or remedies for the same default or any oth default by the other party. 8.6 Legal Action. In addition to any other rights or remedies, either partM may take legal action, at law or at equity, to cure, correct, or remedy any defaul to recover damages for any default, to compel specific performance of th Agreement, to obtain declaratory or injunctive relief, or to obtain any other reme consistent with the purposes of this Agreement. I 8.7 Termination Prior To Expiration Of Term. This Section shall govern a_R termination of this Agreement, except as specifically provided in the followin Section 8.9 for termination for cause. City reserves the right to terminate th Agreement at any time, with or without cause, upon thirty (30) days' writt n notice to Consultant. Upon receipt of any notice of termination, Consultant sh immediately cease all Services hereunder except such as may be specifica approved by the Contract Officer. Consultant shall be entitled to compensation f all Services rendered prior to receipt of the notice of termination and for an Services authorized by the Contract Officer thereafter in accordance with t Schedule of Compensation or such as may be approved by the Contract Officer, except as provided in Section 8.3. 8.8 Termination for Default of Consultant. If termination is due to the failWm- of Consultant to fulfill its obligations under this Agreement, City may, aft compliance with the provisions of Section 8.2, take over the Services an prosecute the same to completion by contract or otherwise, and Consultant sh be liable to the extent that the total cost for completion of the Services requir r] hereunder exceeds the compensation herein stipulated (provided that City shall u reasonable efforts to mitigate such damages), and City may withhold any paymen to Consultant for the purpose of setoff or partial payment of the amounts ow City as previously stated in Section 8.3. 8.9 If either party to this Agreement is required to initia or defend or made a party to any action or proceeding in any way connected wit this Agreement, the prevailing party in such action or proceeding, in addition to a other relief which may be granted, whether legal or equitable, shall be entitled reasonable attorneys' fees; provided, however, that the attorneys' fees awarde pursuant to this Section shall not exceed the hourly rate paid by City for leg• services multiplied by the reasonable number of hours spent by the prevailing par in the conduct of the litigation. Attorneys' fees shall include attorneys' fees on an appeal, and in addition a party entitled to attorneys' fees shall be entitled to other reasonable costs for investigating such action, taking depositions an# discovery, and all other necessary costs the court allows which are incurred in suc litigation. All such fees shall be deemed to have accrued on commencement such action and shall be enforceable whether or not such action is prosecuted t judgment. The court may set such fees in the same action or in a separate actio brought for that purpose. IN• IN III III R I iii'lli ii 1111 i 1 11111 1 lili • 9.1 Non -liability of City Officers and Employees. No officer, official employee, agent, representative, or volunteer of City shall be personally liable Consultant, or any successor in interest, in the event or any default or breach City or for any amount which may become due to Consultant or to its successor, for breach of any obligation of the terms of this Agreement. I 9.2 Conflict of Interest. Consultant covenants that neither it, nor any offic or principal of it, has or shall acquire any interest, directly or indirectly, whi c would conflict in any manner with the interests of City or which would in any wa hinder Consultant's performance of the Services under this Agreement. Consulta further covenants that in the performance of this Agreement, no person having a such interest shall be employed by it as an officer, employee, agent, subcontractor without the express written consent of the Contract Offic] Consultant agrees to at all times avoid conflicts of interest or the appearance of any conflicts of interest with the interests of City in the performance of this Agreement. No officer or employee of City shall have any financial interest, direct 03 indirect, in this Agreement nor shall any such officer or employee participate in an decision relating to this Agreement which effects his financial interest or t financial interest of any corporation, partnership or association in which he i directly or indirectly, interested, in violation of any State statute or regulatioll Consultant warrants that it has not paid or given and will not pay or give any thi party any money or other consideration for obtaining this Agreement. 9.3 Covenant against Discrimination. Consultant covenants that, by and f itself, its heirs, executors, assigns, and all persons claiming under or through the that there shall be no discrimination against or segregation of, any person or grou of persons on account of any impermissible classification including, but not limit to, race, color, creed, religion, sex, marital status, sexual orientation, nation origin, or ancestry in the performance of this Agreement. Consultant shall ta affirmative action to insure that applicants are employed and that employees a treated during employment without regard to their race, color, creed, religion, se marital status, sexual I orientation, national origin, or ancestry. 10. 1 Notice. Any notice, demand, request, consent, ap prova'. communication either party desires or is required to give the other party or a other person shall be in writing and either served personally or sent by prepai first-class mail to the address set forth below. Either party may change its addre by notifying the other party of the change of address in writing. Notice shall deemed communicated forty-eight (48) hours from the time of mailing if mailed provided in this Section. I To City: CITY OF LA QUINTA City Manager 78-495 Calle Tampico La Quinta, California 92253 To Consultant: HERMANN DESIGN GROUP Attention: E. Chris Hermann, ASLA President/CEO 77899 Wolf Road, Suite 102 Palm Desert, CA 92211 10.2 Interpretation. The terms of this Agreement shall be construed in accordance with the meaning of the language used and shall not be construed for or against either party by reason of the authorship of this Agreement or any other rule of construction which might otherwise apply. 10.3 Section Headings and Subheadings. The section headings and subheadings contained in this Agreement are included for convenience only and shall not limit or otherwise affect the terms of this Agreement. 10.4 This Agreement may be executed in counterparts, each oY which shall be deemed to be an original, and such counterparts shall constitute on4 and the same instrument 10.5 Integrated Agreement. This Agreement including the exhibits hereto i-- the entire, complete, and exclusive expression of the understanding of the parties. It is understood that there are no oral agreements between the parties heret* affecting this Agreement and this Agreement supersedes and cancels any and all previous negotiations, arrangements, agreements, and understandings, if any, between the parties, and none shall be used to interpret this Agreement. 10.6 Amendment. No amendment to or modification of this Agreement sh be valid unless made in writing and approved by Consultant and by the City Coun of City. The parties agree that this requirement for written modifications cannot waived and that any attempted waiver shall be void. I 10.7 Severabilily. In the event that any one or more of the articles, phrase sentences, clauses, paragraphs, or sections contained in this Agreement shall j declared invalid or unenforceable, such invalidity or unenforceability shall not affe any of the remaining articles, phrases, sentences, clauses, paragraphs, or sectio of this Agreement which are hereby declared as severable and shall be interpreteol to carry out the intent of the parties hereunder unless the invalid provision is so material that its invalidity deprives either party of the basic benefit of their bargai or renders this Agreement meaningless. 10.8 Unfair Business Practices Claims. In entering into this Agreement, Consultant offers and agrees to assign to City all rights, title, and interest in and to all causes of action it may have under Section 4 of the Clayton Act (15 U.S.C. § 15) or under the Cartwright Act (Chapter 2, (commencing with Section 16700) of Part 2 of Division 7 of the Business and Professions Code), arising from purchases of goods, services, or materials related to this Agreement. This assignment shall be made and become effective at the time City renders final payment to Consultant without further acknowledgment of the parties. 10.9 No Third Party Beneficiaries. With the exception of the specific ,trovisions set forth in this Agreement, there are no intended third -party ,teneficiaries under this Agreement and no such other third parties shall have any -ights or obligations hereunder. 10. 10 • The persons executing this Agreement on • of each dM the parties hereto represent and warrant that (i) such party is duly organized an existing, (ii) they •' duly authorized to execute and deliver this Agreement o behalf of said party, (iii) by so executing this Agreement, such party is formal bound to the provons of this Agreement, and (iv) that entering into th Agreement does not violate any provision of any other Agreement to which sai •. is bound. This • shall be binding upon the heirs, executor administrators, successors, and assigns of the parties. I IN WITNESS WHEREOF, the parties have executed this Agreement as of the dates stated below. CITY OF LA QUINTA, CONS T: L California municipal corporation Digitally signed by Frank Spevacek DN: cn=Frank Spevacek; o=City of to Quinta, ou=City Manager, email=fspevacek@Ia quinta.org, Name. E. CHRI4 HERMANN,L c US Date: 2016.04.04 15:30:20-07'00' FRANK J. SPEVACEK, City Manager Title: President/CEO Dated;' ATTEST: Digitally signed by Susan Maysels DN: serialNumber=j4r7lllg1 ppsr45f, c=US, st=California, I=La Quinta, o—Susan Maysels, cn=Susan Maysels Date: 2016 04.04 16:11`:51-07'00' S AYSEL City Clergy La Quinta, California APPROVED AS TO FORM: WILLIAM H. IHRKE, City Attorney City of La Quinta, California Exhibit A Scope of Services As directed by City Staff, the consultant's services shall include, but are not limited to the performance of the following assignments, duties and tasks: CITY OF LA QUINTA — LA QUINTA AUT 0 COLLECTION 04&pl a y and Landscape SCOPE Of SUMIDES The prDpod ama 0. *rfirwid as ft4mhOng landsc% ka sy I I Adams a wd parkwy W*ng H Nm I L ounha Cantor QrOim UM 1% theratlrootw- I L PROiJU A ),"�JGN URVIC-ES, SAe- M%A wxf R"c-N - HWMRrM (1j61mg (-Wiffl Wil reviewthe WVON *Ibq com"Ki-* ar�l &wumeni ",aring con&bons with pbrAografft aryJ NAJ rnesswepw0m 'Wo YA rahnp base WXW5 60M WAOng CAD M@S F1*4 wit', tM, dwat, ", wnfirm, ap�vwy of 40,riMrA51 *,Aq 106nmwflon T orcrg ra ph k, inkyms b an w1if rvDt be pa rt at th I a vApe, of ww*,. P,,AV,, 0�r70W9IM11 ,M fqrMh. j 1MuM1*1W7r4 (f of, ajop 01,vawy arrm5and arcns, opt�ion*, ljprq remetum and r*fwmr9qr-4 rA 1he kwncept. we wfl, pc%ars FA rehimid plan for rvAlwov and dm-,7j,Rr;K;n " The scale and rokWonO 1p40 M Miect rz*mpon etdis W 1, 1 be, i W, Wed in the p0n Sectlowts wW eleval]-mva W We design ideaq Ml be inolui%d to sosiv In COM,ML.60al'IN the deso aa� i *4 &MIJ ttvL4m or, the C4"y Md AiAD Deapesr Group il ptepare, a final At rerdered poane. Mr pe&sordabrvi. A planting pian for Vw, r!A%p%,,Ay qrag* vAl W miudod as P7.4, aljhp �xb*l- haim of proposoo, F.4-arrt marnjilmll be includoo We Wl l:vire skvy buaid Ww6*,s niockft up three f1t) torn�ej5lual !ivliulabm% of ITupoaad design =Hwepft for rrvwriwx and appmNmi pnw to coftirlwerYcertwad Ld hnal romledng smarvicem, Starr beard i-naginwin h3be MMMd Rnd apr=wal, far gqnaral im;9rt qqnWr, [inw. rA Revis;bi% tu tirInL"kmi exhibds after zpprmul of n4my baardft- is hmthod to badkgrbuM c*rrer:fif, ravaponr, fp, pmaptWWAaY=1tpkp cbpMn jqLanter y, as nd Mir*1T Wow$ MrrWinM,,nh;rw7mrmM �Phw4m r-prnwlion M9 wit, prepare- an cpiiian 44 praboble MIU50 M4 will -,W"w I N, sign dflawgin owl BVA- &gm� 'Pte ;KOPQ 0 Wook s am Qar-hW as rAa seWs4e pfoix)eal W1 wiNbe bikod thra-uh HEW3 AJO'E,,,NCY APPROVAL ? 's II re v Ifte Fo 03win g W h Woe C 0 and ALM, 1"' %vww - QnrrmrftW PiansMgn OeWW Phrft Simtdoliagn 1,;" Bowd RF1,69W R)qViaW — R8,qjeW Of Rqrj(,0ag C"DAC*qDAj plang agld pjWjg3 �Si(WtaUjyja V%nkmi — Firk Revievir oT &n& 2M #hderings Display and Landscape Improvements — R"Sed 'oposal Dolliwirablev The opinion of probable construction Gost wIN be provided InExcel for Windows Masteirplan coW rendering full scale mounted for presentaflon Photo simulations 11 x 17 color rrmnlod for presentation ' GENERA.L SERVICES Mectino — Five, (�) meetings are ankipated Min the City afld Auto Dealers 4. viri�rtq the /^ � ' ~ IV. SUBCONSULTANT SERVICES SO Pfogram and 'Design - in corkiuriction with, the City of La Quinia and Hermann Oesign Group, Rest Slqns WJ provide servim for de", t) and development of a oorriqxehersive sign pirogram, The program v*All include sign types/fUTM, illumination, and kications as well as dimensions, rrvateirials. colors, and grapht, elements where signage is integrated with the overall site design, The goal is to generate creative and, tasteful, sigriage Mat anhances the center's Image and also complimonts, architedlural and landscape etements. Tha, developrnant of dosi�n will include., sign forms, siz,&S, materials, colors, armJ graphio elernerds (loct, symt�o*, lagos), it does not include - In conjuixtion with Hermann Design Group, The Alturn Group will provide preliminary surveying and engineering, services which will incfude a partial right -of -my and topographb-- survey to establish preliminary onginearing plans adequate to. produce quantities And initial cost estimates, for the areas Includiftg and adjacent to the Em, vehicle. access rarnfrs:, Task I - Topographic Swyay and Base Map $rope of work to iindude a total aerial survey (including Wd support for the target% and cont* and mapping the enfire project for vertical control. Not. included in the scope of services is right of way rectification, as it does not appear to be, necessary at this ,preliminary level - or contertme and right-of-ovey aM record map infon-nalkm in preparation of a digital base mari for the topographic survey, A cursory field tDcation of centeirlineOgfit of way miarkers for �ndusion on the tOpOgiTaphiG base map will also be performed, The topographic infofmation will be obtained by Alturns, surveyors and aerial consultant to include detailed inforination r"aiding adjacont ITardscape improvements, (rees, visible surface utiNes, waills, skrs, m edian islands, and other site featkires that may affect,the site design of the ramps, ? #?:« #»}<»1 :+#(2:»* _«¥:»»� «_*» w:+r*<*«� v� * ©«<+¥ fr«¥mom � <««< .<y«»»<� «»««� « Z>»;»,»r<»e«,«»«»§� w«««»gym«:w<a t«« «<««»» «» < . , » a # 2< © x ». « \ \ <<m<, =w »:. » »% »� x«� � © l 4� « > »� » t « �©� w � ,�� » «. � » »aw 4 » zw «�.mr,©® »»w©� -© ;aa•a »� w ©� ®� w m w«, z�.< � : a », ..< <:,:. ,<a,v» <»�« :.a�: 2�£m a� «<� ©� � ©� :z#»« � ©°-� � � »,®», »; £ 2 > »_» « z»: ?>«» « 4«»< <»»»■« £ t�»=t, .s< y�:. ., . ..�a . m�e.... , .�, �:.:�.. a,� «� ww.,»«©�...�� °©° «— » <�., m w�.: z 2 w,� <<¥! ?. » m » ©4 w « ©� .:�» .�. ..&.� «:><x:tw w,�..�, ESTVAC" """""""'"" RE: Comprehensive Sign Program Design & Development 1. SCOPE OF WORK: Best Signs, Inc. to provide to provide services for design and development as follows: Design Options: 1,1. Initial Design - Prepare conceptual and final design for freestanding and monument signage 1.2. Designate and design main monument oignoge 1.3. Designate and design secondary and dealership identification signogo 1.4. Prepare elevations with representative images to assist in decision making process 2.PROJECT PHASES: 2,1. Meet with stakeholders to determine overall goals/objectives relating to La Quinta Auto Collection 2.2. Determine required identification for project monuments, multi -dealerships and roundabout signs 2.3. Review site maps and existing architecture Desian Development: 2.4. Development ofcomprehensive sign program tminclude signtypes/forms, illumination and locations as well as dimensions, materials, colors, and graphic elements where signoge is integrated with the overall site design. 2.5. Generate creative and tasteful signage that enhances the centers' image and also compliments architectural and landscape elements. 2.6. Meet with stakeholders to review conceptual designs. 2.6. Finalize designs based onfeedback. 2.7. Meet for final approval ondesign. 2.8. Prepare sign program submittal and attend necessary meetings to ensure sign program conforms with City ordinance. 3. PROJECT SIGN TYPES: Site Signage: 3.1. Project Identification: - Primary Monuments - Secondary Monumeni - Bus Shelter Graphics (TBD) ISIENSIGM ............ Sign Forms Sizes Materials Colors - Graphic Elements (fontsymbols, logos) - Meet with client |oreview conceptual design - Finalize design based on client feedback - Hwy 111 and Adams - Hwy I 11 and Auto Center Way Compensation fee also includes: 4.a. Elevations, Specifications 4.b. Reproduction costs such as photocopying, color laser prints. 4.c. Black & White and Color prints ADDITIONAL SERVICES: Additional fees may be incurred when significant changes to the proposed scope of work including additional studies, project scope, additional sign types, logo development and scaled or full sized mock-ups are requested by client. Does not include working drawings. *Client authorization required prior to initiating additional services. ACCEPTANCE OF PROPOSAL: Authorized Signature: ISAIESTSIGM ........... RMENNNENNOM La Quinta Auto Center — Preliminary Engineering Proposal Hermann Design Group B15 La Quinta, California The Altum Group are 23, 2016 I NUOIJU Ulm mc lof ploviullig VICIIA11111aly SUIVCY11 —UiRA_CIfgRIUCI lig St, V S 101 MuS_U_fICff SIU PTUF_ the La Quinta Auto Center adjacent to Highway I I I where the vehicle access ramps are anticipated. This preliminary work is more particularly described as the ramp access located approximately mid -way on Highway I I I between Adams Street and Auto Center Way South, and the vehicle access ramps on Highway 111 between Auto Center Way South and La Quinta Drive. For the purposes of this proposal for preliminary work, Altum is anticipating a work effort to produce topographic survey and preliminary design (grading, walls, and quantities) for the two (2) areas described above that encompass the proposed vehicle access ramps from the existing parking areas to the proposed locations adjacent to Highway 111. The preliminary scope and fee are described as follows: A. Preliminary Surveying and Engineering Services Our Preliminary Surveying and Engineering Services includes a partial right of way and topographic survey to establish preliminary engineering plans adequate to produce quantities and initial cost estimates for the areas including and adjacent to the two (2) vehicle access ramps: Altum's original proposal was for the entire project and included an aerial topographic survey. For the preliminary work associated with this proposal, we suggest that we proceed with the total aerial survey (including field support for the targets and control), and map the entire project for vertical control. The cost difference to map just the portions where the ramps are to be located only results in a cost reduction of $200.00 since the entire area still needs to be flown. We also suggest that we can forego a major portion of the boundary work associated with the base mapping. Since all improvements will occur within private and/or Highway 111 right of way (City of La Quinta), we do not see the need to expend the additional dollars to rectify the right of way at this time as it will not have an effect on the quantities or costs. Alturn will perform a cursory records search with the applicable governing agencies for centerline and right-of-way and record map information in preparation of a digital base map for the topographic survey. Alturn will also perform a cursory field location of centerline/right of way markers for inclusion on the topographic base map. The topographic information will be obtained by Altum's surveyors and aerial consultant to include detailed information regarding adjacent hardscape improvements, trees, visible surface utilities, walls, signs, median islands, P:iproposalslproposal,v-20161P]711 LQAuto Centerlcorrespondenceldocumenisiproposal.7q6-03-23 Revised Auto Center Proposal,doc Page 1 of 3 ANINNAMINERM La Quinta Auto Center — Preliminary Engineering Proposal Hermann Design Group 015 La Quinta, California The Altum Group are 23, 2016 111 L�VHASUVW Based on the Client -prepared site plan, Alturn will prepare one (1) Preliminary Grading Plan in accordance with City of La Quinta criteria and at a scale of I "=40' horizontal. The site specific geotechnical report (to be provided by Client) required for the entire project to establish wall footing design parameters, percolation and wall drainage, and paving design parameters can be completed as part of the overall project and does not need to be completed for this preliminary work scope. Basic assumptions for the geotechnical data will be used for preliminary design purposes Alturn will prepare one (1) earthwork calculation based on the preliminary design of the vehicle access ramps. Minor grading and drainage adjustments are anticipated. One additional iteration of grading and earthwork calculations is included. Additional grading studies and earthwork analysis beyond this scope are not anticipated for the preliminary work scope. Task 3 — Preliminary Quantity and Cost Estimates Alter rn will prepare one (1) Preliminary Quantity Estimate in support of opinions of probable construction costs for the project. Quantity estimate alterations and/or deviations from the Alto ®generated estimate (MS Excel format) will be the responsibility of the Client and are not part of this proposal. A. Preliminary Surveying and Engineering Services > Partial Topographic and Right of Way Base Map � Partial Preliminary Grading Plan, Earthwork Analysis > Preliminary Quantity and Cost Estimate ASSUMPTIONS AND EXCLUSIONS The following list is not intended to be all-inclusive. If there are items that are deemed incorrect or are necessary for the successful completion of the project, please notify us so that we may amend the scope of services and associated fee. 1. Submittal fees, application/permit fees and reimbursables are not included-, 2. Access to the site is clear, or the property owner will give authorization for personnel to access the site-, P:iproposalslproposals-20161P1711 LQ Auto Centei-)correspondenceldocumentsiproposals116-0-i-23 Revised Auto Center Proposal.doc Page 2 of 3 La Quinta Auto Center — Preliminary Engineering Proposal Hermann Design Group La Quinta, California March 23, 2016 I Landscape architectural and architectural services, including preparation of related exhibits will be provided by others-, 4a Entitlement applications and services are excluded; 5. All submittal/review comments provided by City and other public agencies will be addressed by Alto m on a time and materials (T&M) basis in accordance with the current rate schedule attached; and 6. All plans, reports, exhibits and services not specifically identified herein are excluded. A. Preliminary Surveying and Engineering Services TASK I Partial Topographic Survey and Base Map..,. .... $ 5,000 TASK Preliminary Grading and Drainage Plan.. ... _ ....... $ 4,000 TASK Preliminary Quantity and Cost Estimates $ 1,500 TOTAL $ 10,500 Reimbursables (incl. mileage, reproduction costs, postage, etc.) to be billed at cost plus fifteen (15) percent and are not part of the fee above. This proposal is proprietary and is intended only for Hermann Design Group (Client) in consideration of a potential working relationship with The Altum Group. By receipt of this proposal, Client agrees not to provide this document to any third party without The Alturn Group's written consent. The scope/fee herein is based on our professional opinion and is valid for thirty (30) days from the date of this proposal. P:Iproposalslpi-oposals-2OI61P17I I LQ Auto Cc?nterlcorrespondenceldocumentslproposaisll6-03-23 Revised Auto Center Proposal,doc Page 3 of 3 Exhibit B With the exception of compensation for Additional Services, provided for i Section 2.3 of this Agreement, the maximum total compensation to be paid Consultant under this Agreement is Thirty Two Thousand Six Hundred Twenty Fi Dollars ($32,625) ("Contract Sum"). The Contract Sum shall be paid to Consultal in installment payments made on a monthly basis on a me and Materials" bas in accordance with the hourly rates identified below for the work tasks perform and properly invoiced by Consultant in conformance with Section 2.2 of th Agreement. I] Display and Landscape lynpwavam4ms m� "�I%" Prv�pb4af F�S, AtW t�ES Our UmaaMU be bM&,J Lm an haim-ty bassis par aura wag contrzu2 mth the Cite of La Qugrata; wibrmnBaal. nt sevvicog V be billod based on the parcerAnge oaf wark emmplut". MI e"mut; MR be hillad In wramrdarxm wah Arrac;,firnard =1 . The farcwng Fma%, aral O-rArgem arn -W Ihc arnam raArOined in ti-sa rvOprq_jj O•ply. Aj7y rA3raCr5led it addtkinnpi mnas wo r" rmqd arwl FIRELINUMAMY UESION Kjuxly AMWance sio,000,00 AUNENUY APPROVAL VrawiyAlawarw)e 3� 2,500.00 LIB. G EDINE17"RAL SE RI@IqC ES I -kI LAY AJ kIW-21 rle.-M S aow.acr IV GURCQNSULTANT &FIRMCUS Sign Programar wA malun Lump Swn al. Crew S, 3,81xv,ou Prehrrunqry.Sam wpng and Engines" 74's k I -,rlwfjw ropo and Ba �,,O Map L,.jflV Stra S 5,750,00, Task 2 -'r,"�Viva GrWf#VP qwwj Ursih,*4e LuaV St", 4aoo-oa 7,889 3 - Prearn QUffl-qqVCbzf LLwnp SLrn I,naw VREIPABUISAMLZ EXPENSES Alkmorcm $ 1,2saxXT TDTAL FEE ESTIMATE WAXAM NORMAL 1-40(Al"Y RATIFA Prww,APBI LBrrds4am 5160.00 Pet hour PrqWA Manager 1,15M, Pffe tw-m- Landscape Archilecl, I 0a 00 pnF hour SenwNr De!dgmt 0,00 Fear mar' SOer-e,X=flkM W?hrr WS, W rJor Hqw Ck"MgDOT 85.W rQr Poor, Pro ftwonaSkSms" '55.00 per hour. OAJT'�M DIE 00 NS UAL T ANT, 5 QuIskle =msells rurt AnWa, sn We& Les Baal, al aw, dffacm czmt, FILM 15% of ttm m-lualaust of rhmr mrrvipom, fear rmwdimmmn, RPMR&jR9AaLF,S RMmOureable llwne, sucA as Me mV of reprowavNc servk*a, SOR smmpOeq, PUm cftowk fee% buNding la ma! arw Wavel cu, Lakf& Itm Crmchmhj Valay, vAJ bp chwpud, al, our cced pkus 15%. OVURTIWE REQUESTS II * thj, &.,MrbX:Rj7,Q g)Mjqrr wrlls sblo sdiedule the prqr-�crs exkaVLqftron umler gar f0m.wWl; thal 'roar* b-O'DamOrAed, SO~ INAM Origiftelly INSH reQuires overfifra, the lea� rall be WJJLffjburr to caver Vmr .,mzsrnf em,91s, inaummtb y Om Wndswlpe archNW. 7he. houry Mies tat eftertime. -06m,11 he onnarA omr-haff (I. 11P,) finw.-, thr, hrmiry rmra alxwr Exhibit Scheduleof PerformancA- Consultant Last revised April 2015 EXHIBIT C Page 1 of 1 Exhibit D Lest revised April 2O15 EXHIBIT Exhibit E insurance Requirementn� E.1 Insurance. Prior to the beginning of and throughout the duration of thlo Agreement, the following policies shall be maintained and kept in full force an effect providing insurance with minimum limits as indicated below and issued insurers with A.M. Best ratings of no less than A -:VI: I Commercial General Liability (at least as broad as ISO CG 0001) $1,000,000 (per occurrence) $2,000,000 (general aggregate) FF, ,ommercial Auto Liability (at least as broad as ISO CA 0001) $1,000,000 (per accident) Errors and Omissions Liability $1,000,000 (per claim and aggregate) Workers' Compensation (per statutory requirements) Consultant shall procure and maintain, at its cost, and subm concurrently with its execution of this Agreement, Commercial General Liabili insurance against all claims for injuries against persons or damages to proper resulting from Consultant's acts or omissions rising out of or related Consultant's performance under this Agreement. The insurance policy shall contai a severability of interest clause providing that the coverage shall be primary f losses arising out of Consultant's performance hereunder and neither City nor i insurers shall be required to contribute to any such loss. A certificate I evidencin the foregoing and naming City and its officers and employees as additional insure (on the Commercial General Liability policy only) shall be delivered to and approve! by City prior to commencement of the services hereunder. Consultant shall carry automobile liability insurance of $1,000,000 p accident against all claims for injuries against persons or damages to proper arising out of the use of any automobile by Consultant, its officers, any pers directly or indirectly employed by Consultant, any subcontractor or agent, anyone for whose acts any of them may be liable, arising directly or indirectly o of or related to Consultant's performance under this Agreement. If Consultant 0 Consultant's employees will use personal autos in any way on this projec I Consultant shall provide evidence of personal auto liability coverage for each su c person. The term "automobile" includes, but is not limited to, a land motor vehicl trailer or semi -trailer designed for travel on public roads. The automobile insuran policy shall contain a severability of interest clause providing thaIt coverage shall Last revised April 2015 EXHIBIT E Page 1 of 6 ,trimary for losses arising out of Consultant's performance hereunder and neither City nor its insurers shall be required to contribute to such loss. Professional Liability or Errors and Omissions Insurance as approprial shall be written on a policy form coverage specifically designed to protect again acts, errors or omissions of the consultant and "Covered Professional Services" designated in the policy must specifically include work performed under th agreement. The policy limit shall be no less than $1,000,000 per claim and in th aggregate. The policy must "pay on behalf of" the insured and must include provision establishing the insurer's duty to defend. The policy retroactive date sh be on or before the effective date of this agreement. Consultant shall carry Workers' Compensation Insurance in accordanc,"; with State Worker's Compensation laws with employer's liability limits no less than $1,000,000 per accident or disease. Consultant shall provide written notice to City within ten (10) workin' days if: (1) any of the required insurance policies is terminated; (2) the limits any of the required policies are reduced; or (3) the deductible or self-insur retention is increased. In the event any of said policies of insurance are cancelle Consultant shall, prior to the cancellation date, submit new evidence of insuran in conformance with this Exhibit to the Contract Officer. The procuring of su insurance or the delivery of policies or certificates evidencing the same shall not construed as a limitation of Consultant's obligation to indemnify City, its officer employees, contractors, subcontractors, or agents. I E.2 Remedies. In addition to any other remedies City may have if Consultanli fails to provide or maintain any insurance policies or policy endorsements to the extent and within the time herein required, City may, at its sole option: a. Obtain such insurance and deduct and retain the amount of the premiums for such insurance from any sums due under this Agreement. b. Order Consultant to stop work under this Agreement and/d7l withhold any payment(s) which become due to Consultant hereunder un Consultant demonstrates compliance with the requirements hereof. i Exercise of any of the above remedies, however, is an alternative to an other remedies City may have. The above remedies are not the exclusive remedi for Consultant's failure to maintain or secure appropriate policies or endorsement - Nothing herein contained shall be construed as limiting in any way the extent which Consultant may be held responsible for payments of damages to persons Last revised April 2O15 EXHIBIT property resulting from Consultant's or its subcontractors' performance of work under this Agreement. E. 3 General Conditions Pertaining to Provisions of Insurance Cov'raq ebv � Consultant. Consultant and City agree to the following with respect to insurance provided by Consultant: 1 . Consultant agrees to have its insurer endorse the third party general liability coverage required herein to include as additional insureds City, its officials, employees, and agents, using standard ISO endorsement No. CG 2010 with an edition prior to 1992. Consultant also agrees to require all contractors, and subcontractors to do likewise. 2. No liability insurance coverage provided to comply with this Agreement shall prohibit Consultant, or Consultant's employees, or agents, from waiving the right of subrogation prior to a loss. Consultant agrees to waive subrogation rights against City regardless of the applicability of any insuranc*- proceeds, and to require all contractors and subcontractors to do likewise. 3. All insurance coverage and limits provided by Consultant ant available or applicable to this Agreement are intended to apply to the full extent the policies. Nothing contained in this Agreement or any other agreement relatini to City or its operations limits the application of such insurance coverage. 4. None of the coverages required herein will be in compliance with these requirements if they include any limiting endorsement of any kind that has not been first submitted to City and approved of in writing. 5. No liability policy shall contain any provision or definition that would serve to eliminate so-called "third party action over" claims, including any exclusion for bodily injury to an employee of the insured or of any contractor or subcontractor. 6. All coverage types and limits required are subject to approva modification and additional requirements by the City, as the need arise Consultant shall not make any reductions in scope of coverage (e.g. elimination contractual liability or reduction of discovery period) that may affect City 11 protection without City's prior written consent. 7. Proof of compliance with these insurance requirements, consisting of certificates of insurance evidencing all of the coverages required and an additional insured endorsement to Consultant's general liability policy, shall bl; delivered to City at or prior to the execution of this Agreement. In the event such proof of any insurance is not delivered as required, or in the event such insurance is Last revised April 2015 EXHIBIT E Page 3 of 6 canceled at any time and no replacement coverage is provided, City has the right, but not the duty, to obtain any insurance it deems necessary to protect its interest.,*. under this or any other agreement and to pay the premium. Any premium so paid by City shall be charged to and promptly paid by Consultant or deducted from sums due Consultant, at City option. 8. It is acknowledged by the parties of this agreement that insurance coverage required to be provided by Consultant or any subcontractor, intended to apply first and on a primary, non-contributing basis in relation to a other insurance or self-insurance available to City. I 9. Consultant agrees to ensure that subcontractors, and any oth-" party involved with the project that is brought onto or involved in the project Consultant, provide the same minimum insurance coverage required of Consultan Consultant agrees to monitor and review all such coverage and assumes responsibility for ensuring that such coverage is provided in conformity with t requirements of this section. Consultant agrees that upon request, all agreemen with subcontractors and others engaged in the project will be submitted to City f] 10. Consultant agrees not to self -insure or to use any self-insur-M retentions or deductibles on any portion of the insurance required herein (with t exception of professional liability coverage, if required) and further agrees that will not allow any contractor, subcontractor, Architect, Engineer or other entity person in any way involved in the performance of work on the proje contemplated by this agreement to self -insure its obligations to City. Consultant's existing coverage includes a deductible or self -insured retention, t deductible or self -insured retention must be declared to the City. At that time t City shall review options with the Consultant, which may include reduction elimination of the deductible or self -insured retention, substitution of oth coverage, or other solutions. 11 11 . The City reserves the right at any time during the term of th Agreement to change the amounts and types of insurance required by giving t Consultant ninety (90) days advance written notice of such change. If suc change results in substantial additional cost to the Consultant, the City w negotiate additional compensation proportional to the increased benefit to City 12. For purposes of applying insurance coverage only, this Agreement will be deemed to have been executed immediately upon any party hereto taking any steps that can be deemed to be in furtherance of or towards performance of this Agreement. Last revised April 2015 EXHIBIT E Page 4 of 6 13. Consultant acknowledges and agrees that any actual or allege' failure on the part of City to inform Consultant of non-compliance with a insurance requirement in no way imposes any additional obligations on City n does it waive any rights hereunder in this or any other regard. 101 14. Consultant will renew the required coverage annually as long as City, or its employees or agents face an exposure from operations of any type pursuant to this agreement. This obligation applies whether or not the agreement is canceled or terminated for any reason. Termination of this obligation is no-] effective until City executes a written statement to that effect. 15. Consultant shall provide proof that policies of insurance requir-F-9 herein expiring during the term of this Agreement have been renewed or replac with other policies providing at least the same coverage. Proof that such coverag has been ordered shall be submitted prior to expiration. A coverage binder or lett from Consultant's insurance agent to this effect is acceptable. A certificate insurance and/or additional insured endorsement as required in these specificatio applicable to the renewing or new coverage must be provided to City withi n five days of the expiration of coverages. 16. The provisions of any workers' compensation or similar act will ncffl limit the obligations of Consultant under this agreement. Consultant expressl agrees not to use any statutory immunity defenses under such laws with respect City, its employees, officials, and agents. i 17. Requirements of specific coverage features or limits contained M this section are not intended as limitations on coverage, limits or oth requirements nor as a waiver of any coverage normally provided by any giv policy. Specific reference to a given coverage feature is for purposes clarification only as it pertains to a given issue, and is not intended by any party insured to be limiting or all-inclusive. I 18. These insurance requirements are intended to be separate and distinct from any other provision in this Agreement and are intended by the parties here to be interpreted as such. 19. The requirements in this Exhibit supersede all other sections an*J provisions of this Agreement to the extent that any other section or provision conflicts with or impairs the provisions of this Exhibit. 20. Consultant agrees to be responsible for ensuring that no contrAn used by any party involved in any way with the project reserves the right to char City or Consultant for the cost of additional insurance coverage required by th agreement. Any such provisions are to be deleted with reference to City. It is nil] Last revised April 2O15 EXHIBIT the intent of City to reimburse any third party for the cost of complying with thes-. requirements. There shall be no recourse against City for payment of premiums or other amounts with respect thereto. 21. Consultant agrees to provide immediate notice to City of any claim or loss against Consultant arising out of the work performed under this agreement. City assumes no obligation or liability by such notice, but has the right (but not the duty) to monitor the handling of any such claim or claims if they are likely to involve City. Last revised April 2O15 EXHIBIT Exhibit F F.1 General Indemnification Provision. a. Indemnification for Professional Liability. When the law establish-" a professional standard of care for Consultant's Services, to the fullest exte permitted by law, Consultant shall indemnify, protect, defend (with couns reasonably acceptable to City), and hold harmless City and any and all of i officials, employees, and agents ("Indemnified Parties") from and against any an all claims, losses, liabilities of every kind, nature, and description, damages, inju (including, without limitation, injury to or death of an employee of Consultant or any subcontractor), costs and expenses whether actual, alleged or threatene including, without limitation, incidental and consequential damages, court cost attorneys' fees, litigation expenses, and fees of expert consultants or expe witnesses incurred in connection therewith and costs of investigation, to the exte same are cause in whole or in part by any negligent or wrongful act, error omission of Consultant, its officers, agents, employees or subcontractors (or an entity or individual that Consultant shall bear the legal liability thereof) in t performance of professional services under this agreement. With respect to t design of public improvements, the Consultant shall not be liable for any injuries property damage resulting from the reuse of the design at a location other than th specified in Exhibit A without the written consent of the Consultant. b. Indemnification for Other Than Professional Liability. Other than i the performance of professional services and to the full extent permitted by la Consultant shall indemnify, defend (with counsel selected by City), and hole harmless the Indemnified Parties from and against any liability (including liability f claims, suits, actions, arbitration proceedings, administrative proceeding regulatory proceedings, losses, expenses or costs of any kind, whether actua alleged or threatened, including, without limitation, incidental and consequenti- damages, court costs, attorneys' fees, litigation expenses, and fees of expe consultants or expert witnesses) incurred in connection therewith and costs investigation, to the extent the same arise out of, are a consequence of, or are i any way attributable to, in whole or in part, the performance of this Agreement Consultant or by any individual or entity for which Consultant is legally liabl including but not limited to officers, agents, employees, or subcontractors F.2 Standard Indemnification Provisions. Consultant agrees to obtai executed indemnity agreements with provisions identical to those set forth here, i this section from each and every subcontractor or any other person or enti involved by, for, with or on behalf of Consultant in the performance of th Agreement. In the event Consultant fails to obtain such indemnity obligations fro,] Last revised April 2D15 EXHIBIT others as required herein, Consultant agrees to be fully responsible according to the terms of this Exhibit. Failure of City to monitor compliance with these requirements imposes no additional obligations on City and will in no way act as ? waiver of any rights hereunder. This obligation to indemnify and defend City as se -I forth herein is binding on the successors, assigns or heirs of Consultant and shall survive the termination of this agreement or this section. a. Indemnity Provisions for Contracts Related to Construction. Without affecting the rights of City under any provision of this agreement, Consultant shall not be required to indemnify and hold harmless City for liability attributable to the active negligence of City, provided such active negligence is determined by agreement between the parties or by the findings of a court oy competent jurisdiction. In instances where City is shown to have been actively negligent and where City's active negligence accounts for only a percentage of thi; liability involved, the obligation of Consultant will be for that entire portion or percentage of liability not attributable to the active negligence of City. 1 . Applicability of Section F.2(b). Notwithstanding Section F.2(a) hereinabove, the following indemnification provision shall apply to Consultants whit constitute "design professionals" as the term is defined in paragraph 3 below. 2. Scope of Indemnification. To the fullest extent permitted law, Consultant shall indemnify, defend (with counsel reasonably acceptable City), and hold harmless the Indemnified Parties from and against any and claims, losses, liabilities of every kind, nature and description, damages, inju (including, without limitation, injury to or death of an employee of Consultant or any subcontractor), costs and expenses incurred, including, without limitatior court costs, reasonable attorneys' fees, litigation expenses, and fees of expel consultants or expert witnesses incurred in connection therewith and costs investigation, that arise out of, pertain to, or relate to, directly or indirectly, i whole or in part, the negligence, recklessness, or wrongful misconduct Consultant, any subcontractor, anyone directly or indirectly employed by them anyone that they control. 3. Design Professional Defined. As used in this Section F.2(b), the term "design professional" shall be limited to licensed architects, registered professional engineers, licensed professional land surveyors and landscape architects, all as defined under current law, and as may be amended from time to time by Civil Code § 2782.8. Last revised April 2O15 EXHIBIT DATE (MM/DD/YYYY) 2/17/2016 ISSUEDTHIS CERTIFICATE IS AS A MATTER OF •- ONLY r CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. BELOW.CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES OF DOES NOT♦CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER, AND THE CERTIFICATE HOLDER. own=- �RODUCER • Box 12675 kakland CA 9 60 67 INSURED Hermann Design Group, • • C . i1 jy• • PHONE FAX 714-4273484 / No; E^M L... dloaez(a)insdra.com INSURER B : INSURER D : INSURER(S) AFFORDING COVERAGE XL SDecialty Insurance Co. nooLlf.UdL 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 SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. INSR LTR TYPE OF INSURANCE ADDL INSD SIT R WVD POLICY NUMBER POLICY EFF MM(DD/YYYY POLICY EXP MM/DD/YYYY LIMITS COMMERCIAL GENERAL LIABILITY EACH OCCURRENCE $ CLAIMS -MADE OCCUR DAMAGE TO RENTED _PREMISESEa occurrence) $ MED EXP (Any one person) $ PERSONAL & ADV INJURY $ AGGRE_G_AT_E LIMIT APPLIES PER: GENERAL AGGREGATE $ GEN'L PRO- POLICY LOG JECT PRODUCTS COMP/OP AGG $ $ OTHER: AUTOMOBILE LIABILITY COMBINED SINGLE LIMIT (Ea accident $ BODILY INJURY (Per person) $ ANY AUTO ALL OWNED SCHEDULED AUTOS BODILY INJURY (Per accident) $ HIRED AUTOS NON -OWNED AUTOS _ PROPERTY DAMAGE Per accident $ UMBRELLA LIAB OCCUR EACH OCCURRENCE $ AGGREGATE $ EXCESS LIAB CLAIMS -MADE DED RETENTION $ $ WORKERS COMPENSATION AND EMPLOYERS' LIABILITY Y / N IPER I I OTH- STATUTE__ ER - _ - ANY PROPRIETOR/PARTNER/EXECUTIVE E.L. EACH ACCIDENT $ OFFICER/MEMBER EXCLUDED? ❑ NIA A ____------------___-- -- E.L. DISEASE - EA EMPLOYEE $ (Mandatory in NH) If yes, describe under DESCRIPTION OF OPERATIONS below E.L. DISEASE - POLICY LIMIT $ A Professional Liability DPS9717117 6/15/2015 6/15/2016 $1,000,000 each claim $2,000,000 Aggregate Claim Made DESCRIPTION OF OPERATIONS / LOCATIONS / VEHICLES (ACORD 101, Additional Remarks Schedule, may be attached if more space is required) Re: La Quinta Auto Collection and La Quinta YMCA Center SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN Clty of La Quinta ACCORDANCE WITH THE POLICY PROVISIONS. 78-495 Calle Tampico La Quinta CA 92253 AUTHORIZED REPRESENTATIVE C07ftiTT.�+T�zL Tii07 , - Ir2 1 1 DATE i'Ir A ,1,10�,' III' CERTIFICATE OF LIABILITY INSURANCE 2/1 ISSUEDTHIS CERTIFICATE IS AS A MATTER OF •' r ONLY Nr CONFERS NO RIGHTS UPONHOLDER. 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, r THE CERTIFICATE• D IMPORTANT: If the certificate holder is an ADDITIONAL INSURED, the policy(ies) must be endorsed. If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy, certain policies may require an endorsement. A statement on this certificate does not confer rights t PRODUCER ` '' ' u, NAME: St nco Insurance Services, Inc. PHONE 76 -262- 5 A/CNo760-262- 059 78365 Highway 111 #285 E-MAIL ericstanis@stancoinsurancesrvices.com ADDRESS: La Quinta, CA 92253 939,�0 INSURERS AFFORDING COVERAGE NAIL# NSURERA: Hartford Casualt Ins. Co. 29424 INSURED Hermann Design Group, Inc. INSURERB: Employers Compensation Ins. 37885 7365 Highway Ill PMB 332 INSURERC: La Quinta, CA 92234 INSURERD: 760-777-1233 INSURERE: INSURER F COVERAGES CERTIFICATE NUMBER: REVISION NUMBER: THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT. TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. WSR AUUL1Z5UbK VTR TYPE OF INSURANCE INSR WVD POLICYNUMBER POLICY E F F POLICY EXP MMtDD/YYYY MMtDDtYYYY LIMITS GENERAL LIABILITY EACH OCCURRENCE $ 1 000,000 X COMMERCIAL GENERAL LIABILITY DAMAUL I UN ILL) PREMiSEEaoccurrence) I� $ 300 000 CLAIMS -MADE O OCCUR MEDEXP An one erson $ 10,000 59SBAPI1876 06/15/1506/15/16 PERSONAL & ADV INJURY $ 1 000 000 Y Y GENERAL AGGREGATE $ 2,000,000 GENT AGGREGATE LIMIT APPLIES PER:: PRODUCTS - COMP/OPAGG $ 2,0001000 rm POLICY PRO LOC 1 1 $ AUTOMOBILE LIABILITY COMBINED SINGLE LIMIT 1 000 000 Ea accident ANYAUTO PI1876 BODILY INJURY (Per person) $ 06/15/106/15/16 ALL OWNED SCHEDULED OS AUTOS AUTOS BODILY INJURY (Per accident) $ HIRED AUTOS NON -OWNED AUTOS PROPERTY DAMAGE $ Per accident UMBRELLA LIAR X OCCUR 59S pI1876 EACH OCCURRENCE $ 1,000,000 06/15/1506/15/16 A EXCESS LIAB CLAIMS -MADE __FQEDT1 AGGREGATE $ v 515,060 RETENTION WORKERS COMPENSATION X WC STATU- OTH- AND EMPLOYERS' LIABILITY Y/N yy ® pp 03 p ANY PROPRIETOR/PARTNER/EXECUTIVE I 1507865 06!11/1506/11/16 E.L.EACH ACCIDENT $ 1,000,000 OFRCERWEMBER EXCLUDED? N/A Y (Mandatory in NH) E.L. DISEASE - EA EMPLOYEE $ t v If yes, describe under 1,000,000 DESCRIPTION OF OPERATIONS below iL E.L. DISEASE - POLICY LIMIT DESCRIPTION OF OPERATIONS t LOCATIONS ( VEHICLES (Attach ACORD 101,Additional Remarks Schedule, if more space is required) The City of La Quinta, and its officers and employees are named as additional insured on the above general liability policy. Includes: Waiver of subrogation, and Primary and Non contributory wording. Re: La Quinta Auto Collection and La Quinta YMCA Center *0 DAY NOTICE OF CANCELLATION** CERTIFICATE HOLDER CANCELLATION City Of La Quinta ,% 495 Calle Tampico SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN La Quinta, CA 92253 ACCORDANCE WITH THE POLICY PROVISIONS, Attn: mcasillas@la-quinta.org AUTHORIZED REPRESENTATIVE:. Allai,,i;000 0040r"�_ © 1988-2010 ACORD CORPORATION. All rights reserved. ACORD 25 (2010/05) The ACORD name and logo are registered marks of ACORD Form SS 00 08 04 0 ® 2005, The Hartford QUICK REFERENCE BUSINESS LIABILITY COVERAGE FORM READ YOUR POLICY CAREFULLY A. COVERAGES Business Liability Medical Expenses Coverage Extension - Supplementary Payments B. EXCLUSIONS [*jEjkTjTj X0L#jt6VAj Beginning on Page 1 1 2 2 3 10 14 1. Bankruptcy 15 2. Duties In The Event Of Occurrence, Offense, Claim Or Suit 15 3. Financial Responsibility Laws 16 4. Legal Action Against Us 16 5. Separation Of Insureds 16 6. Representations 16 7. Other Insurance 16 8. Transfer Of Rights Of Recovery Against Others To Us 17 F. OPTIONAL ADDITIONAL INSURED COVERAGES 18 Additional Insureds 18 G. LIABILITY AND MEDICAL EXPENSES DEFINITIONS 20 n Tarious provisions in this policy restrict coverage. Read the entire policy carefully to determine rights, duties and what is and is not covered. Throughout this policy the words "you" and "your" refer to the Named Insured shown in the Declarations. The wori "we", "us" and "our" refer to the stock insurance company member of The Hartford providing this insurance. The word "insured" means any person or organization qualifying as such under Section C. - Who Is An Insured. Other words and phrases that appear in quotation marks have special meaning. Refer to Section G. - Liability And Medical Expenses Definitions. A.COVERAGES (a) The "bodily injury" or "property 1. BUSINESS LIABILITY COVERAGE (BODILY damage" is caused by an INJURY, PROPERTY DAMAGE, PERSONAL "occurrence" that takes place in the AND ADVERTISING INJURY) "coverage territory Insuring Agreement a. We will pay those sums that the insur becomes legally obligated to pay damages because of "bodily injur "property damage" or "personal a advertising injury" to which this insuran applies. We will have the right and duty defend the insured against any "sui r r U seeking those damages. However, we have no duty to defend the insured again. any "suit" seeking damages for "bodi injury", "property damage" or "personal a 1 advertising injury" to which this insuran does not apply. I 'ITe may, at our discretion, investigate a "occurrence" or offense and settle any claii or "suit" that may result. But: (1) The amount we will pay for damages limited as described in Section D. Liability And Medical Expenses Limi4l Of Insurance; and (2) Our right and duty to defend ends wh we have used up the applicable limit insurance in the payment of judgmen settlements or medical expenses to whii this insurance applies. No other obligation or liability to pay sumsis perform acts or services is covered unle explicitly provided for under Covera Extension - Supplementary Payments. b. This insurance applies: (1) To "bodily injury" and "property damage" only if: (b) The "bodily injury" or "prope damage" occurs during the poli period; and (c) Prior to the policy period, no insurn listed under Paragraph 1. of Secti C. — Who Is An Insured and "employee" authorized by you to gii or receive notice of an "occurrenc or claim, knew that the "bodily inju or "property damage" had occurre in whole or in part. If such a list insured or authorized "employe knew, prior to the policy period, th. the "bodily injury" or "prope damage" occurred, then a continuation, change or resumpti of such "bodily injury" or "prope damage" during or after the poli period will be deemed to have be known prior to the policy period. (2) To "personal and advertising injul-m caused by an offense arising out of yo, business, but only if the offense w committed in the "coverage territor during the policy period. c. "Bodily injury" or "property damage" will - deemed to have been known to ha ' occurred at the earliest time when a insured listed under Paragraph 1. of Secti C. — Who Is An Insured or any "employe authorized by you to give or receive noti - of an "occurrence" or claim: (1) Reports all, or any part, of the "bodi injury" or "property damage" to us any other insurer; Form SS 00 08 04 05 Page 1 of 24 @ 2005, The Hartford (2) Receives a written or verbal demand i claim for damages because of the "bodi injury" or "property damage"; or (3) Becomes aware by any other means th "bodily injury" or "property damage" hz occurred or has begun to occur. d. Damages because of "bodily injury" incluc damages claimed by any person organization for care, loss of services death resulting at any time from the "bodi e. Incidental Medical Malpractice (1) "Bodily injury" arising out of & rendering of or failure to rendi professional health care services as physician, dentist, nurse, emergen( medical technician or paramedic shE be deemed to be caused by e "occurrence", but only if: (a) The physician, dentist, nurs, emergency medical technician paramedic is employed by you provide such services; and (b) You are not engaged in & business or occupation of rov i providir such services. (2) For the purpose of determining the limits of insurance for incidental medical malpractice, any act or omission together with all related acts or omissions in the furnishing of these services to any one person will be considered oie "occurrence". a. 'ITe will pay medical expenses as described below for "bodily injury" caused by an (1) Onpremises you own orrent; CQ On ways next to premises you own or rent; or . CD Because ofyour operations; provided that: (1) The accident takes place in the "coverage hanitomr and during the policy period; (2) The expenses are incurred and reported to um within three years of the date of the accident; and (3) The injured person submits to emamination, at our oxpmnsa, by physicians ofour choice aaoften eawe reasonably require. t. We will make these payments regardless of fault. These payments will not exceed the applicable limit of insurance. We will pay reasonable expenses for: (i) First aid administered at the time of an accident; (2) Necessary medical, muqgioa|, x-ray and dental aen/iooe, including prosthetic devices; and (3) Necessary ambulance, hospit professional nursing and fune services. I a. We will pay, with respect to any claim "suit" we investigate or settle, or any "su against an insured we defend: (1) All expenses we incur. (2) Up to $1,000 for the cost of bail bon required because of accidents or traff law violations arising out of the use 0 any vehicle to which Business Liabilil Coverage for "bodily injury" applies. - *'o not have to furnish these bov4s. I (3) The cost of appeal bonds or bonds to release attachments, but only for bond amounts within the applicable limit of insurance. We do not have to furnish these bonds. (4) All reasonable expenses incurred by the insured at our request to assist us in the investigation or defense of the claim or "suit", including actual loss of earnings up to $500 a day because of time off from work. (5) All costs taxed against the insured (6) Prejudgment interest awarded against the insured on that part of the judgment we pay. If we make an offer to pay the applicable limit of insurance, we will not pay any prejudgment interest based on that period of time after the offer. (7) All interest on the full amount of any judgment that accrues after entry of the judgment and before we have paid, offered to pay, or deposited in court the part of the judgment that is within the applicable limit of insurance. Any amounts paid under (1) through (7) above will not maluce the Iiiiits of ivsuri�nce. b. If we defend an insured against a "su and an indemnitee of the insured is all named as a party to the "suit", we defend that indemnitee if all of t following conditions are met: (1) The "suit" against the indemnit seeks damages for which the insur has assumed the liability of t indemnitee in a contract or agreemle that is an "insured contract"; (2) This insurance applies to such liabili'M assumed by the insured; (3) The obligation to defend, or the cost the defense of, that indemnitee, h also been assumed by the insured the same "insured contract"; (4) The allegations in the "suit" and t information we know about t "occurrence" are such that no confli appears to exist between the interes of the insured and the interest of t (5) The indemnitee and the insured ask us to conduct and control the defense B. of that indemnitee against such "suit" and agree that we can assign the same counsel to defend the insured and the indemnitee; and bA Agrees inwriting to: (I) Cooperate with us in the inventgadon, settlement or defense ofthe °auit"; (U) Immediately send uacopies of any denxando, noUooe, summonses or legal papers namaivad in connection with U|UNotify any other insurer whose coverage is available to the indomnibae; and (iv) Cooperate with us with respect to coordinating other applicable insurance ovoi|mb|a to the indemnitee; and (b) Provides us with vvh#en authorization to: (|) Obtain records and other information related to the "suit"; and (i|) Conduct and control the defense of the indomnihee in such "suit". attorneys' fees incurred by us in the defense of that indemnitee, necessary litigation expenses incurred by us and necessary litigation expenses incurred by the indemnitee at our request will be paid as Supplementary Payments. Notwithstanding the provisions of Paragraph 1.b.(b) of Section B. — Exclusions, such payments will not be deemed to be damages for "bodily injury" and "property damage" and will Our obligation to defend an insured's indemnitee and to pay for attorneys' fees and necessary litigation expenses as Supplementary Payments ends when: (1) We have used up the applicable limit of insurance in the payment of judgments or settlements; or (2) The conditions set forth above, or the terms of the agreement described in Paragraph (6) above, are no longer met. EXCLUSIONS 1. Applicable To Business Liability Coverage This insurance does not apply to: a. Expected Or Intended Injury (1) "Bodily injury" or "property damag expected or intended from t standpoint of the insured. Th exclusion does not apply to "bodi injury" or "property damage" resulti from the use of reasonable force protect persons or property; or (2) "Personal and advertising injury" arisi out of an offense committed by, at t direction of or with the consent acquiescence of the insured with t expectation of inflicting "personal a advertising injury". b. Contractual Liability (1) "Bodily injury" or "property damage"; or (2) "Personal and advertising injury" for which the insured is obligated to p damages by reason of the assumption liability in a contract or agreement. This exclusion does not apply to liability for damages because of: (a) "Bodily injury", "property damage" or "personal and advertising injury" that the insured would have in the absence of the contract or agreement; or (b) "Bodily injury" or "property damage" assumed in a contract or agreement that is an "insured contract", provided the "bodily injury" or "property damage" occurs subsequent to the execution of the contract or agreement. Solely for the purpose of liability assumed in an "insured contracV, reasonable attorneys' fees and necessary litigation expenses incurred by or for a party other than an insured are deemed to be damages because of "bodily injury" or "property damage" (i) Liability to such party for, or for the cost of, that party's defense has also been assumed in the same "insured contract", and (ii) Such attorneys' fees and litigation expenses are for defense of that party against a civil or alternative dispute resolution proceeding in which damages to which this insurance applies are alleged. "Bodily injury" or "property damage" fi which any insured may be held liable t reason of: (1) Causing or contributing to tl' intoxication of any person-, (2) The furnishing of alcoholic beverages a person under the legal drinking age under the influence of alcohol; or (3) Any statute, ordinance or regulatic relating to the sale, gift, distribution use of alcoholic beverages. This exclusion applies only if you are in tl business of manufacturing, distributin selling, serving or furnishing alcohol d. Workers' Compensation And SimM Laws Any obligation of the insured under workers' compensation, disability benefi or unemployment compensation law any similar law. e. Employer's Liability "Bodily injury" to: (1) An "employee" of the insured arisia, out of and in the course of: (a) Employment by the insured; or (b) Performing duties related to the conduct of the insured's business, or (2) The spouse, child, parent, brother or sister of that "employee" as a consequence of (1) above. (1) Whether the insured may be liable as an employer or in any other capacity; and (2) To any obligation to share damages with or repay someone else who must pay damages because of the injury. This exclusion does not apply to liability assumed by the insured under an "insured I N 0 FITOT M_ ror (1) "Bodily injury", "property damage" or "personal and advertising injury" arising out of the actual, alleged or threatened discharge, dispersal, seepage, migration, release or escape of "pollutants": (a) At or from any premises, site or location which is or was at any time owned or occupied by, or rented or loaned to any insured. However, this subparagraph does not apply to: 0 "Bodily injury" if sustained within a building and caused by amoke, fumew, vapor or soot produced byororiginating from equipment that is used to haot, ooV| or dehumidify the bui|ding, or equipment that is used to heat water for personal use, by the building's occupants or their UU "Bodily injury" or "property damage" for which you may be held |iab|e, if you are a contractor and the owner or |osamm of such premises, site or location has been added bzyour policy as an additional insured with respect to your ongoing operations performed for that additional insured at that promieem, site or location and such premimms, site or location in not and never was owned or occupied by, or rented or loaned to, any insunad, other than that additional insured; or U|U"Bodi|y injury" or "property ne|oomed an part of the damage" arising out of huaL, operations being performed smoke or fumes from a by such insured, contractor or "hostile fire"; subcontractor; (b) At or from any pnemiaes, site or (U) "Bodily injury" or "property location which is or was at any damage" sustained within e time used by orfor any insured or building and caused by the others for the hand|inO, atonaga, release of Aasem, fumes or diaposa|, processing or treatment vapors from mahaha|a brought of waste; into that building in connection (o) Which are or were at any time with operations being performed transported, hund|od, ehormd, by you or on yourb�ha|fby� tneoted, disposed o[ or processed contractor or ' aawaste bynrfor: (iK1),'Bodi|y injury" or "property (|\ Anyinauned�nr damage" arising out of heat ' smoke or fumes from � (iU /\nyperson ororgan�aUnnfor "hostile fire"; whom you may be legally ' responsible; (e) At or from any pnamiaea, site or |ooationonvvhiohanyinoun*dorany (d) At or from any pnemises, site or contractors or subcontractors|ooation on which any insured or working directly or indirectly on any any contractors or subcontractors inaun*d.s behalf are performingworking directly or indirectly on operations if the operations are to any inauned'a behalf are test for, monitor. clean up. remova. performing operations if the oonbain, trmet, detoxify or neutra|ize, "pollutants" one brought on or to orinany way respond to, orassess the prmmieee, site or |noaiinn in the effects of, ''po||ubanis^ connection with such operations by such inaurad, contractor or (2) Any |oen, cost wrexpense arising out subcontractor. Hovvavor, this of any: subparagraph does not apply to: (a) Request, demand, order orstatutory (i) "Bodily injury" or "property or regulatory requirement that any damage" arising out of the " insured or others test fbr, monihor, ' ' escape of hue|a. lubricants or clean up, romova, contein, treat, other operating fluids which are detoxify orneutralize, orinany way needed to perform the normal respond to, orassess the effects of, m|ectrima|, hydraulic or "pollutants"; or mechanical functions (b) Claim or suit by or on behalf of necessary for the operation of governmental authority for "mobile equipment" orits parts, damages because of testing for, if such fuo|m. lubricants or other monitoring, cleaning up, nemoving, operating fluids escape from oontaining, tn*ating, detoxifying or vehicle part designed to ho|d, nuutna|izing, or in any way store or namaiwa them. This responding to, or assessing the exception does not apply ifthe effects of, "po||utanta^ "bodily injury" or "property Hovvever, this paragraph does not damage" arises out of the apply to liability for damages because intentional diecharge, dispersal of "property damage" that the insured or release of the fuels, would have in the absence of such lubricants or other operating request, demand, order orstatutory or fluids, or if such fuels, regulatory naquirmmant, or such claim lubricants or other operating or "suit" by or on behalf of a fluids are brought on or to the governmental authority. pnemises, site or location with the intent that they be dieohargud, dispersed or g. Aircraft, Auto OrWatercraft (2) The use of "mobile equipment" in. or "Bodily injury" or"property damage" arising while in practice or preparation for, a hip. maintenance, use or out of the ownership, racing, speed or entrustment to others of any aircraft, "auto" demolition contest or in any stunting orwatercraft owned oroperated bvnrrented activity. or loaned to any insured. Use includes 1. War operation and "loading orun|oadinQ° "Bodily injury", "property damage" or This exclusion applies even if the claims "personal and advertising irjugy', however against any insured a||ugu negligence or caused, arising, directly orindirectly, out of: other wrongdoing in the supervision, hiring. War, �r. including undeclared or civil war; trainingomp|oyment. �ining or monitoring ofothers ' ' by that insuned, if the "occurrence"which' (2) Warlike action by � military force, ' caused the "bodily injury" or "property action in hindering or damage" involved the ownership, defending against �n �niue| or maintenance, use orentrustment toothers of expected uxpmot�d attack, by any government, any aircraft, "auto" or watercraft that is sovereign or other authority using owned oroperated byorrented orloaned to mi|it�rypmroonne}oro�h�ragunta�or any insured. (3) |nmurnectimn, rebellion, nevo|ution. This exclusion does not apply to: usurped povvar, or action taken by governmental authority in hindering or M) Awabarona�vvhiiu�ahoneonpnemin�n defending against any ofthese. you own orrent; j. Professional Services (2) /�vvaton:ra�you do not that is: ' � "Bodily injury". "property damage" or (a) Less than 51 feet long; and "personal and advertising injury" arising (h) Not being used to carry persons out of the rendering oforfailure to render for acharge; any professional service. This includes (3) Parking an "auto" on, or on the ways but isnot limited to: next to, premises you own or rent, (1) Leoa|, accounting or advertising provided the "aubo''ianot owned byor services; rented orloaned to« o orthoinmun*d Y | (2) Prepahng, eppnzving, or failing to (4) Liability assumed under any "insured pnopema or approve maps, shop contract" for the nvvnarehip, dnawinga, opinionm, naports, surveys, maintenance or use of aircraft or field ondam, change orders, designs or watercraft; drawings and specifications; (5) "Bodily injury" or "property damage" (3) Supervimory, inapuction, architectural arising out of the operation of any of orengineering activities; the equipment listed in Panagnaphf.(2) (4) Madica|, murgioa|, donta|, x-ray or or t(8) of the definition of "mobile nursing services troaimont, advice or equipment"; or instruction; (6) An aircraft that is not owned by any (5) Any health or therapeutic service insured and iehired, chartered orloaned treatment, advice nrinstruction; with a paid onsw. Hmwm/mr, this � ' (6) Any service, treatment, advice or ' ' exception does not apply if the insured ' instruction for the purpose of has any ot �rinaunanooforauoh"bodi|y -' "property appearance orskin enhancomonLhair ' injury" or damage", whether er removal or replacement or personal the other insurance is primary, excess, ' contingent oronany other basis. grooming; ile obi|eEqu|pmnent' Mob (7) Optical or hearing aid services including the prescribing, preparation, "Bodily injury" or "property damage" §tting, demonstration or distribution of arising out of: ophthalmic lenses and similar 1) The transportation Vf"mobile equipment' products orhearing aid devices; by an "auto" owned or operated by or rented orloaned toany insured; or 1 1.11 &*ilu:*;$-.Iltm-*-IlinalroloIT14-tT-lx-eT4[K#T*ku (8) Optometry or optometric services including but not limited to examination of the eyes and the prescribing, preparation, fitting,demonstration or distribution of ophthalmic lenses and similar products; Ui (a) Body piercing (not including ear piercing); (b) Tattooing, including but not limited to the insertion of pigments into or under the skin; and (c) Similar services; (10) Services in the practice of pharmacy; and (111) Computer consulting, design or programming services, including web site design. ParagraAhs (4) an,4, (5) *f this 8xcIw.si,#n4* not apply to the Incidental Medical Malpractice coverage afforded under Paragraph 1.e. in Section A. - Coverages. k. Damage To Property "Property damage" to: (1) Property you own, rent or occupy, including any costs or expenses incurred by you, or any other person, organization or entity, for repair, replacement, enhancement, restoration or maintenance of such property for any reason, including prevention of injury to a person or damage to another's property; (2) Premises you sell, give away or abandon, if the "property damage" arises out of any part of those premises; (3) Property loaned to you; (4) Personal property in the care, custody or control of the insured; (5) That particular part of real property on which you or any contractors or subcontractors working directly or indirectly on your behalf are performing operations, if the "property damage" arises out of those operations; or (6) That particular part of any property that must be restored, repaired or replaced because "your work" was incorrectly performed on it. Paragraphs (1), (3) and (4) of this exclusion do not apply to "property damage" (other than damage by fire) to premises, including the contents of such premises, rented to you for a period of 7 or fewer consecutive days. A separate Limit of Insurance applies to Damage To Premises Rented To You as described in Section D. - Limits Of Insurance. Paragraph (2) of this exclusion does not apply if the premises are "your work" and were never occupied, rented or held for rental by you. , mrg mpl not apply to the use of elevators. Paragraphs (3), (4), (5) and (6) of this h-ai*-: &4 under a sidetrack a•reement. not apply to "property damage" to to perform operations at a job site. Paragraph (6) of this exclusion does not apply to "property damage" included in the "prod ucts-completed operations hazard". Damage To Your Product "Property damage" to "your product" arising out of it or any part of "Property damage" to "your work" arisir• out of it or any part of it and included in tl- "prod ucts-completed operations hazard". This exclusion does not apply if tl' damaged work or the work out of whic the damage arises was performed on yoi behalf by a subcontractor. n. Damage To Impaired Property Property Not Physically Injured "Property damage" to "impaired propert, or property that has not been physical injured, arising out of: (1) A defect, deficiency, inadequacy dangerous condition in "your produc or "your work"; or (2) A delay or failure by you or anyor acting on your behalf to perform contract or agreement in accordanc with its terms. This exclusion does not apply to the IoE of use of other property arising out sudden and accidental physical injuryf. "your product" or "your work" after it h� been put to its intended use. Form SS 00 08 04 05 Page 7 of 24 o. Recall Of Products, Work Or Impaired (c) Title of any literary or artistic work; Property NQ Arising out ofanoffense committed by Damages claimed for any |nea, cost or aninsured whose business is: expense incurred by you or others for the (a) Advertising, broadcasting, |oaa of use, vvithdnavva|, reoa||, inapecfion, publishing or telecasting; ropair, replacement, adjustment, removal ' ' ' (b) Designing or determining content � ordisposo|of� . ofweb sites for othmre�or (1) "Ynurprodud ' ' (c) An Internet search, access, (2) "Your work";or content orservice provider. (3) "Impaired property"; Hnwmver, this exclusion does not if such prVduut, work or property is apply to Paragraphs a., b. and o. withdrawn or recalled from the market or under the definition of "personal and from use by any person or organization advertising injury" in Section G. — because of known or suspected defect, Liability And K4mdiom| Expenses dmfioimnoy, inadequacy or dangerous Definitions. condition init. For the purposes of this exclusion, p. Personal And Advertising Injury placing an "advertisement" for or "Personal and advertising injury": linking to others on your web site, by (1) Arising out oforal, written or electronic itself, is not considered the business publication of material, if done by or at of advertising, broadcasting, the direction of the insured with publishing mrtelecasting; knowledge of its ha|mib/; (9) Arising out of an electronic chat room (2) Arising out written or or bulletin board the insured honto ' ' ' publication of material whose first' owns, or over which the insured publication took p|eum before the exercises control; beginning Vfthe policy period; (10) Arising out of the unauthorized use of (3) Arising anoe�anmmeorprodu(tinyoure-mai| t -' ' byoratth�diru��ionofth�inourmd� address, domain name or ' ' ' any other similar taoUma to mislead (4) Arising out of any breach of contract, anot oropnbantia|ouaiomona; except an implied contract to use . , "advertising (�1) out of the violation of a Arising anoLhmre idea'' in your ,advurtiaement" ` ' peraon.m right of privacy on*aimd by ' any state orfederal act. (5) Arising out of the failure of goods, ' ' Howeverthis exclusion does not products or aun/ioes to conform with' apply to liability for damages that the any statement of quality or insured would have inthe absence of performance made in your such state or aui�' "advertisement";� (6) Arising out Vfthe wrong description nn of Ahsingouto[ ` ' the price ofgoods, products orservices; (a) An "advertisement" for others on (7) Arising out of any violation of any your web site; intellectual property rights such as (b) Placing o link to a vvmb site of oopyright, patent, tnademark, trade others on your web site; nama, trade sacrot, son/iom mark or (c) Content from e vvmb site of others other designation of origin or displayed within a hema or border authenticity. onyour web site. Content includes Howmver, this exclusion does not infbnnedion, oode, sounda, te*d, apply to infringement in your graphics orimages; nr "advertisement", of (d) Computer oodo, software or (m) Copyright programming used hoenable: (b) S|ogan, unless the slogan is also (I) Your web site; or atnademark. trade name, mun/ima (iU The presentation orfunctionality mark or other designation of origin of an "advertisement" or other orauthenticity; or content onyour web site; (13)ArisinQ out of a violation of any anti- (a) May be ovvmnded or incurred by trust law; reason of any claim or suit (1»)Arising out ofthe fluctuation inprice or alleging actual orthreatened injury ws|uo of any stocks, bonds or other ordamage ofany nature orkind to aocuritiemor persons or propertywhichwould' not have occurred in whole or in (15)Ariaing out of discrimination or pm�buiforth�"a�boatnahe�and"� humiliation committed by or at the direction of any "executive ofDuur'. (b) Arise out ofany request, demand, dirmotor, stookhw|der, partner or order or statutory or regulatory member ofthe insured. requirement that any insured or others test for, monitor, clean up. �. Electronic Data remove, encapsulate, oontain. Damages arising out of the loss of, |omm of tn»ai, detoxify or neutralize or in use of, damage to, corruption of, inability any way respond to or assess the to aooues, or inability to manipulate effects ofan"asbestos hazavd";or "electronic daLa" . (c) Arise out of any claim or suit for r. Employment -Related Practices damages because of testing for. "Bodily injury" or"personal and advertising monitohng, cleaning up, namoving, injury" to: mnmapsu|sding, oontaining, bmoting, ) /\p�naon�hain�outofony� � detoxifying detoxifying or neutralizing or in any ' way responding toorassessing the (a) Refusal hoemploy that person; effects ofan"asbestos hazard" (b) Termination of that ponaVn'e t. Violation Of Statutes That Govern E- omp|oymontor K8mi|s' Fax, Phone Calls Or Other (c) Employment -related pnaodoms. Methods Of Sending Material Or po|ioiaa, acts or omissions, such as Information oouncion, demotion, evaluation, "Bodily injury", "property damage". or reassignment, discipline, "personal and advertising injury" arising dehameUon, hanaeement, humiliation directly or indirectly out of any action or or discrimination directed at that omission that violates or is alleged to person; or violate: (2) The spouse, chi|d, parent, brother or (1) The Telephone Consumer Protection oiabsr of that person as a Act (TCPA).including any amendment consequence of "bodily injury" or oforaddition hosuch law; "personal and advertising injury" tothe (2) The including ' parson at whom any of the ' any amendment oforaddition tosuch employment -related practices |avvor described inParagraphs (a).(b).or(o) ' above is directed. (3) Any statute, ordinance or regulation, This exclusion applies: other than the T(�PAorCAN-SPA�W Act� of 2003. that prohibits or limits the (1) Whether the insured may be liable as sonding, tranamitting, communicating or onemployer orinany other capacity; distribution ofmaterial orinformation. and Damage To Premises Rented To You — (2) To any obligation to share damages Exception For Damage By Fire, Lightning with orrepay someone else who must or Explosion pay damages because ofthe injury. Exclusions c.through h.and k. through o. do s. Asbestos not apply to damage by fine. lightning or (1) "Bodily injury", "property damage" or explosion to premises rented to you or "personal and advertising injury" temporarily occupied byyou with permission of arising out ofthe "asbestos hazard^ the owner. A separate Limit of Insurance (2) Any d�maA�e. judgments, u��omanba. applies to this coverage as described in ' loss, costs orexpenses that: Section D. - Liability And Medical Expenses Limits {}fInsurance. 2. Applicable ToMedical Expenses Coverage e. /\ trust, you are aninsured. Your trustees We will not pay expenses for "bodily injury": are also ineuruda, but only with respect to their duties antrustees. a. Any Insured Toany insured, except "volunteer vvorkmm" 2. Each ofthe following iaalso aninsured: b. Hired Person a. Employees And Volunteer Workers Toaperson hired iodowork for oronbehalf Your "volunteer vvorkana" only vvhi!a ofany insured oratenant ofany insured. performing duties related tothe conduct of your bueinoae, oryour ^amp|oyaaa''. other o. Injury ��m��rrn�||y��onu�ied�nemmi�e� than either your "executive officers" (if you To a person injured on that part of are an organization other than a pnamiame you wvvn or rent that the person partnership, joint venture or limited liability normally occupies. company) or your managers (if you are a d. Workers' Compensation And Similar limited liability company), but only for acts Laws within the scope of their employment by To e person, whether or not an you or while performing duties related to ,mmp|oyeo"ofany inaunad, if benefits for the conduct ofyour business. the "bodily injury" are payable ormust be Hovvevmr, none of these "employees" or provided under a workers' compensation "volunteer workers" are insureds for: or disability benefits law orm similar law. (1) "Bodily injury" or "penawnal and e' Athletics Activities advertising injury": To a person injured while practicing, bd To you, to your partners or instructing or participating in any physical members (if you are a partnership exercises or gomee, sports or athletic orjoint vmntuna).toyour members contests. (if you are a limited liability � Products -Completed Operations Hazard company), or to � co -"employee" ' while in the course of his or her Included with the "prod ucto-romp|eted employment or performing duties operations hazard". related to the conduct of your g. Business Liability Exclusions buminosa, or to your other Excluded under Business Liability Coverage. "volunteer workers" while performing duties related to the C. WHO IS AN INSURED conduct ofyour business; 1. |fyou are designated inthe Declarations as: (b) To the spouee, chi|d, parent. a. An individuai, you and your spouse are brother or eiabar of that oo- ineuneds, but only with respect to the "employee" or that "volunteer conduct ofabusiness ofwhich you are the worker" as e consequence of sole owner. Paragraph (1)(a)above; b. A partnership or joint voniuns, you are an (c) For which there is any obligation insured. Your members, your partners, and to share damages with or repay their spouses are also insureds, but only with someone else who must pay respect <othe conduct ofyour business. damages because of the injury c. A limited liability company, you are an described in Paragraphs (1)(a) or minounade. insured. Yourmembers are also � (b)above; or ' but only with respect to the conduct of your (d) Arising out of his o/ her providing business. Your managers are insureds, but or failing to provide professional only with respect to their duties as your health care services. managers. If you are not in the business of d. An organization other than a pahnenahip, providing professional health care joint venture or limited liability cnmpany, you men/imam. Paragraph (d) does not apply are mninsured. Your "executive officers" and to any nurau, emergency medical directors are inouneda, but only with respect technician or paramedic employed by totheir duties asyour officers ordirectors. you toprovide such services. Your stockholders are also insureds, but only (2) "Property damage" toproperty: with respect totheir liability aastockholders. (a) Owned, occupied nrused by, (b) Rented to, in the care, custody or control of, or over which physical control is being exercised for any purpose by you, any of your "employees", "volunteer workers", any partner or member (if you are a partnership or joint venture), or any member (if you are a limited liability company). c. Temporary Custodians Of Yo Property I Any person or organization having prop temporary custody of your property if y die, but only: (1) With respect to liability arising out of t maintenance or use of that property; a (2) Until your legal representative h been appointed. d. Legal Representative If You Die Your legal representative if die, b h. only with respect to duties as such. T 11? representative will have all your rights a duties under this insurance. Any subsidiary and subsidiary thereof, of yours which is a legally incorporated entity of which you own a financial interest of more than 50% of the voting stock on the effective date of this Coverage Part The insurance afforded herein for any subsidiary not shown in the Declarations as a named insured does not apply to injury or damage with respect to which an insured under this insurance is also an insured under another policy or would be an insured under such policy but for its termination or upon the exhaustion of its limits of insurance. 3. Newly Acquired Or Formed Organization Any organization you newly acquire or form, other than a partnership, joint venture or limited liability company, and over which you maintain financial interest of more than 50% of the voting stock, will qualify as a Named Insured if there is no other similar insurance available to that organization. However: a. Coverage under this provision is afforded only until the 180th day after you acquire or form the organization or the end of the policy period, whichever is earlier; and b. Coverage under this provision does not apply to: (1) "Bodily injury" or "property damage" that occurred; Vr (2) "Personal and advertising injury" arising out ofanoffense committed before you acquired or ;mnmad the organization. equipment along a public highway with your permission. Any other person or organization responsible for the conduct of such person is also an insured, but on1v with reSDect to liabilitv to that person or organization for this liability. However no ' %erson or or�#anization is an insured with respect to: a. "Bodily injury" to a co -"employee" of the person driving the equipment; or b. "Property damage" to property owned by, rented to, in the charge of or occupied by you or the employer of any person who is an insured under this provision. With respect to watercraft you do not own that is less than 51 feet long and is not being used to carry persons for a charge, any person is an insured while operating such watercraft with your permission. Any other person or organization responsible for the conduct of such person is also an insured, but only with respect to liability arising out of the operation of the watercraft, and only if no other insurance of any kind is available to that person or organization for this liability. However, no person or organization is an insured with respect to: a. "Bodily injury" to a co -"employee" of the person operating the watercraft; or b. "Property damage" to property owned by, rented to, in the charge of or occupied by you or the employer of any person who is an insured under this provision. 6. Additional Insureds When Required By Written Contract, Written Agreement Or Permit MNSIM, gay contract, written agreement orbecause of (e) Any failure to make such pmnnd issued by a state or political inspections, adjustments, tests or subd{vision, that such person or organization servicing as the vendor has be added as an additional insured on your agreed to make or normally pnUoy, provided the injury or damage occurs undertakes to make in the usual subsequent to the execution of the contract or course of buainuam, in connection agreement, or the issuance of the permit. with the distribution or ma|o of the A person or organization is an additional products; insured under this provision only for that (f) Dummnatnaiion, inmta||ation, period of time required by the oontrant, servicing or repair oparaUona, agreement orpermit. except such operations performed However, nosuch person ororganization isan at the vendor's premises in connection with the ea|u of the additional insured under this provision if such product; person or organization in included as an additional insured by on endorsement issued (g) Products vvhich, after distribution by us and made o part of this Coverage pm¢ or sale by you, have been |eboiad including all persons or organizations added or ma|abm|ad or used as a as additional insureds under the specific container, part oringredient ofany additional insured coverage grants in Section other thing or substance by or for F.—{}ptione|Additional Insured Coverages. h�vmndoror t' a. Vendors (h) "Bodily injury" or "property Any pmnaon(a)ororganizodon(a)(referred to damage" arising out of the mw|e negligence of the vendor for its below an vendor), but only with respect to own acts or omissions or those of "bodily injury" or"property damage" arisingitm itsemployees or anyone e|a� out of "your products" which are distributed on its behalf. However, this or sold in the regular course of the vendors exclusion does notapp|yto� business and only if this Coverage Part provides coverage for "bodily injury" or (|) The exceptions contained in "property damage" included within the Subparagraphs (d)or(f);or "produds-oomp|mbedoperations hazard" U|\ Such inspections, adjustments, (1) The insurance afforded tothe vendor tests orservicing aethe vendor is subject to the following additional has agreed tomake ornormally exclusions: undertakes tomake inthe usual This insurance does not apply to: oounaa of business, in connection with the distribution (m) "Bodily injury° or "property orsale ofthe products. damage" for which the vendor is (2) This insurance does not apply to any ' obligated to pay damages by ' insured person or organization from namaon of the assumption of whom you have acquired such products, liability in a contract oragreement. or any ingredient, pad or container, This exclusion does not apply to entering into, accompanying or liability for damages that the containing such products. vendor would have inthe absence ofthe contract oragreement; b. Lessors KJfEquipment (b) Any express warranty (1) Any person or organization from unauthorized byyou; whom you lease equipment; but only ' with respect tntheir liability for "bodily (u) Any physical or chemical change injury", "property damage" or in the product made intentionally "personal and advertising i unr bythovondor� ' ^ ~ mauaad, in vvho|a or in part, by your (d) Repaokaging, except when mainb*nanma, operation or use of unpacked solely for the purpose of equipment leased to you by such inmpection, demonmbration, testing, person mrorganization. or the substitution of parts under inahnoUona from the manuhaotunar, and then repackaged in the (2) With respect to the insurance afforded to these additional insureds, this insurance does not apply to any "occurrence" which takes place after you cease to lease that equipment. (1) Any person or organization frof" whom you lease land or premises, b only with respect to liability arising o of the ownership, maintenance or u `1 of that part of the land or premis leased to you. C3 With respect bzthe insurance afforded to these additional inaureda, this insurance does not apply to: (a) Any "occurrence" which takes place after you cease holease that land or be a tenant in that premises; or (b) Structural m|tenabono, new construction or demolition operations performed by or on behalf of such person or organization. d. Architects, Engineers Or Surveyors (1) Any architect, engineer, or surveyor, b only with respect to liability for "bod injury", "property damage" or "person and advertising injury" caused, in wh ni or in part, by your acts or omissions the acts or omissions of those acting your behalf (a) In connection with your premise� or (b) I n the performance of your ongoing operations performed by you or on your behalf. (2) With respect to the insurance afforded to these additional insureds, the following additional exclusion applies: This insurance does not apply to "bodily injury", "property damage" or "personal and advertising injury" arising out of the rendering of or the failure to render any professional services by or for you, including: (a) The preparing, approving, or failure to prepare or approve, maps, shop drawings, opinions, reports, surveys, field orders, change orders, designs or drawings and specifications; or (b) Supervisory, inspection, architectural or engineering a. Permits Issued By State Or Political Subdivisions (1) Any state or political eubdivision, but only with respect to operations performed bvyou oronyour behalf for which the state or political subdivision has issued apermit. (2) With respect tothe insurance afforded to these additional inmuredo, this insurance does not apply to: (a) "Bodily injury", "property damage" or "personal and advertising injury" arising out of operations pmdbnned for the state or municipality; or (b) "Bodily injury" or"property damage" included within the "prnduda- comp|etedoperations bazard" t Any Other Party (1) Any other person or organization who is not an insured under Paragraphs a. through e. above, but 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: (a) In the performance of your ongoing operations; (t) In connection with your pnamiaoa owned byorrented tnyou; or (c) |nconnection with "your work" and included within the "produda- comp|etedoperations hozand".but only if (i) The written contract or written agreement requires you to provide such coverage to such additional insured; and UU This Coverage Pad provides coverage for "bodily injury" or "property damage" included within the "producte- oomp|otudoperations hazand^ (2) With respect tothe insurance afforded to these additional inaureda, this insurance does not apply to: "Bodily injury". "property damage" or "personal and advertising injury" arising out mfthe rendering of, or the failure to rondor, any professional arohiteotuna|, engineering or surveying (a) The preparing, approving, or failure to prepare or approve, maps, shop drawings, opinions, reports, surveys, field orders, change orders, designs or drawings and specifications; or (b) Supervisory, inspection, architectural or engineering The limits of insurance that apply to addition insureds are described in Section D. — Limi How this insurance applies when oth insurance is available to an additional insur is described in the Other Insurance Conditi in Section E. — Liability And Medical Expens General Conditions. I flo person or organization is an insured with respect to the conduct of any current or past partnership, joint venture or limited liability company that is not shown as a Named Insured in the Declarations. The Limits of Insurance shown in the Declarations and the rules below fix the most wewill pay regardless ofthe number of: a. Insureds; b. Claims made nr"auiba"brought; or c. Persons ororganizations making claims or bringing "suits". 2. Aggregate Limits The most we will pay for: a. Damages because of "bodily injury" a "property damage" included in t "prod ucts-completed operations hazard" the Prod ucts-Completed Operatio Aggregate Limit shown in t b. Damages because of all other "bodi injury", "property damage" or "persoln- and advertising injury", including medic expenses, is the General Aggregate Li shown in the Declarations. This General Aggregate Limit applies separately to each of your "locations" owned by or rented to you. "Location" means premises involving the same or connecting lots, or premises whose connection is interrupted only by a street, roadway or right-of-way of a This General Aggregate limit does not apply to "property damage" to premises while rented to you or temporarily occupied by you with permission of the owner, arising out of fire, lightning or Subject to 2.a. or 2.b above, whichever applies, the most we will pay for the sum of all damages because of all "bodily injury", "property damage" and medical expenses arising out of any one "occurrence" is the Liability and Medical Expenses Limit shown in the Declarations. The most we will pay for all medical expenses because of "bodily injury" sustained by any one person is the Medical Expenses Limit shown in -Vie Declara-W4s. 4. Personal And Advertising Injury Limit Subject to 2.b. above, the most we will pay for the sum of all damages because of all "personal and advertising injury" sustained by any one person or organization is the Personal and Advertising Injury Limit shown in the 5. Damage To Premises Rented To You Limit The Damage To Premises Rented To You Limit is the most we will pay under Business Liability Coverage for damages because of "property damage" to any one premises, while rented to you, or in the case of damage by fire, lightning or explosion, while rented to you or temporarily occupied by you with permission of the o In the case of damage by fire, lightning or explosion, the Damage to Premises Rented To You Limit applies to all damage proximately caused by the same event, whether such damage results from fire, lightning or explosion or any combination of these. 6. How Limits Apply To Additional Insureds The most we will pay on behalf of a person or organization who is an additional insured under this Coverage Part is the lesser of: a. The limits of insurance specified in a written contract, written agreement or permit issued by a state or political subdivision; or b. The Limits of Insurance shown in the Such amount shall be a part of and not addition to the Limits of Insurance shown the Declarations in this Sectiors. If more than one limit of insurance under this policy and any endorsements attached thereto applies to any claim or "suit", the most we will pay under this policy and the endorsements is the single highest limit of liability of all coverages applicable to such claim or "suit". However, this limit set forth in Paragraph 3. above. The Limits of Insurance of this Coverage Part apply separately to each consecutive annual period and to any remaining period of less than 12 months, starting with the beginning of the policy period shown in the Declarations, unless the policy period is extended after issuance for an additional period of less than 12 months. In that case, the additional period will be deemed part of the last preceding period for purposes of determining the Limits of Insurance. E. LIABILITY AND MEDICAL EXPENSES GENEVAL CONDITIONS Bankruptcy or insolvency of the insured or of the insured's estate will not relieve us of our obligations under this Coverage Part. 2. Duties In The Event Of Occurrence, Offense, Claim Or Suit a. Notice Of OccijrreTce Or OTense it that we are notified as soon as practicable of an "occurrence" or an offense which may result in a claim. To the extent possible notice should include� (1) How, when and where the "occurrence" or offense took place; (2) The names and addresses of any injured persons and witnesses; and (3) The nature and location of any injury or damage arising out of the "occurrence" or offense. If a claim is made or "suit" is brought against any insured, you or any additional insured must: (1) Immediately record the specifics of the claim or "suit" and the date received; (2) Notify us as soon as practicable. You or any additional insured must see it that we receive a written notice of t claim or "suit" as soon as practicable. c. Assistance And Cooperation Of T litsured (1) Immediately send us copies of any demandn, noboem, summonses or legal papers received in connection with the claim or "suit"; . CB Authorize us to obtain records and (3) Cooperate with us in the investigatiol settlement of the claim or defenE against the "suit"; and (4) Assist us, upon our request, in tl­ enforcement of any right against ar person or organization that may L liable to the insured because of injui or damage to which this insuranc may also apply. 11. Obligations At The Insured's Own Cos No insured will, except at that insured's o\A cost, voluntarily make a payment, assurr any obligation, or incur any expense, othi than for first aid, without our consent. a. Additional Insured's Other Insurance If we cover a claim or "suit" under this Coverage Part that may also be covered by other insurance available to an additional insured, such additional insured must submit such claim or "suit" to the other insurer for defense and indemnity. However, this provision does not apply to the extent that you have agreed in a written contract, written agreement or permit that this insurance is primary and non-contributory with the additional insured's own insurance. f. Knowledge Of An Occurrence, Offense, Claim Or Suit Paragraphs a. and b. apply to you or t# any additional insured only when such "occurrence", offense, claim or "suit" is known to: (1) You or any additional insured that an individual; (2) Any partner, if you or an addition insured is a partnership; (3) Any manager, if you or an addition insured is a limited liability company; (4) Any "executive officer" or insuran manager, if you or an addition. insured is a corporation; (5) Any trustee, if you or an addition insured is a trust; or (6) Any elected or appointed official, if y or an additional insured is a politic subdivision or public entity. I *_11&1U 14*41M This Paragraph f. applies separately to you and any additional insured. a. 11hen this policy is certified as proof of financial responsibility for the future under the provisions of any motor vehicle financial responsibility law, the insurance provided by the policy for "bodily injury" liability and "property damage" liability will comply with the provisions of the law to the extent of the coverage and limits of insurance required by that law. b. With respect to "mobile equipment" to which this insurance applies, we will provide any liability, uninsured motorists, underinsured motorists, no-fault or other coverage required by any motor vehicle law. We will provide the required limits for those coverages. mgm-Mvintr-Tw-m-TU.-Mia No person or organization has a right under this Coverage Form: a. To join us as a party or otherwise bring us into a "suit" asking for damages from an insured; or b. To sue us on this Coverage Form unless all of its terms have been fully complied with. on an agreed settlement or on a final judgment against an insured; but we will not be liable for this insurance or that are in excess of the applicable limit of insurance. An agreed settlement means a settlement and release of liability signed by us, the insured and the claimant or the claimant's legal representative. Except with respect to the Limits of Insuranc and any rights or duties specifically assign in this policy to the first Named Insured, th insurance applies: a. As if each Named Insured were the on Named Insured; and b. Separately to each insured against who a claim is made or "suit" is brought. r,J1ff,-7?_ T,Tft__T%TP rMT,TJ d nn 2.1 ETA By accepting this policy, you agree: (1) The statements in the Declarations are accurate and complete; (2) Those statements are based upon representations you made to us; and (3) We have issued this policy in reliance upon your representations. b. Unintentional Failure To Disclose Hazards If unintentionally you should fail to disclose all hazards relating to the conduct of your business at the inception date of this Coverage Part, we shall not deny any coverage under this Coverage Part because of such failure. If other valid and collectible insurance available for a loss we cover under t Coverage Part, our obligations are limited follows: I 3-MUDMEZEM= This insurance is primary except when b. below applies. If other insurance is also primary, we will share with all that other insurance by the method described in c. below. 176MMMM This insurance is excess over any of the other insurance, whether primary, excess, contingent or on any other basis: (1) Your Work That is Fire, Extended Coverage, Builder's Risk, Installation Risk or similar coverage for "your work"; (2) Premises Rented To You That is fire, lightning or explosion insurance for premises rented to you or temporarily occupied by you with permission of the owner; (3) Tenant Liability That is insurance purchased by you to cover your liability as a tenant for "property damage" to premises rented to you or temporarily occupied by you with permission of the owner; (4) Aircraft, Auto Or Watercraft If the loss arises out of the maintenance or use of aircraft, "autos" or watercraft to the extent not subject to Exclusion g. of Section A. — Coverages. (5) Property Damage To Borrowed Equipment Or Use Of Elevators If the loss arises out of "property damage" to borrowed equipment or the use of elevators to the extent not subject to Exclusion k. of Section A. — Coverages. Page 16 of 24 Form SS 00 08 04 05 1 1.11 &*ilu:*;$-.Iltm-*-IlinalroloIT14-tT-lx-eT4[K#T*ku (6) When You Are Added As An Additional Insured To Other Irtsurance That is other insurance available to you covering liability for damages arising out of the premises or operations, or products and completed operations, for which you have been added as an additional insured by that insurance; or (7) When You Add Others As An AdOitioa?l InstireV To T!tis I Irmt=111i =F additional insured. Mowever, the following provisions 9,pply to other insurance available to 9,ny person or organization who is an Ais f'1*11Pu21!P (a) Primary Insurance 11'hen Required By Contract This insurance is primary if you have agreed in a written contract, written agreement or permit that this insurance be primary. If other insurance is also primary, we will share with all that other insurance by the method described below. (b) Primary And Non -Contributory To Other Insurance When Required By Contract If you have agreed in a written contract, written agreement or permit that this insurance is primary and non-contributory with the additional insured's own insurance, this insurance is primary and we will not seek contribution from that other insurance. VLHUf H1691allGe TO insured has been added as an 2dditional insured. TThen this insurance is excess, we will have no duty under this Coverage Part to defend the insured against any "suit" if any other insurer has a duty to defend the insured against that "suit". If no other insurer defends, we will undertake to do so, but we will be entitled to the insured's rights against all those other insurers. When this insurance is excess over other insurance, we will pay only our share of the amount of the loss, if any, that exceeds the sum of: (1) The total amount that all such other insurance would pay for the loss in the absence of this insurance; and (2) The total of all deductible and self - insured amounts under all that other insurance. We will share the remaininci loss. if anv. with 1WHYM11 .11- -77- ss insitrance prO,,1rJS1O(J dll(tlld�5 HUL bought specifically to apply in excess of the Limits of Insurance shown in the Declarations of this Coverage Part. 3009E@# = If all the other insurance permits contribution by equal shares, we will follow this method also. Under this approach, each insurer contributes equal amounts until it has paid its applicable limit of insurance or none of the to remains, whichever comes first. If any of the other insurance does not permit contribution by equal shares, we will contribute by limits. Under this method, each insurer's share is based on the ratio of its applicable limit of insurance to the total applicable limits of insurance of all insurers. 8. Transfer Of Rights Of Recovery Against Others To Us If the insured has rights to recover all ( part of any payment, includir Supplementary Payments, we have mac under this Coverage Part, those rights ai transferred to us. The insured must C• nothing after loss to impair them. At ol request, the insured will bring "suit" ( transfer those rights to us and help L enforce them. This condition does nj apply to Medical Expenses Coverage. b. Waiver Of Rights Of Recovery (Waiv4 Of Subrogation) If the insured has waived any rights recovery against any person organization for all or part of any paymer including Supplementary Payments, \A have made under this Coverage Part, \,\ also waive that right, provided the insurE waived their rights of recovery again such person or organization in a contrac agreement or permit that was executE prior to the injury or damage. Form SS 00 08 04 05 Page 17 of 24 F. OPTIONAL ADDITIONAL INSURED %. Additiona||nsured-GrantorOf Franchise COVERAGES WHO IS AN INSURED under Section C. is If listed or shown as applicable in the Declarations, amended to include as an additional insured one or more of the following Optional Additional the person(s) ororQanizadon(s)shown in the Insured Coverages also apply. When any ofthese Declarations as an Additional Insured - Optional Additional Insured Coverages apply, Grantor Of Franchiee, but only with respect to Paragraph 6.(Additional Insureds When Required their liability oagrantor offranchise toyou. by Written Contract, Written Agreement or Permit) 4. Additional Insured - Lessor Of Leased of Section C.. Who Is An |naurmd, does not apply Equipment to the person or organization shown in the a. WHO {S/\MINSURED under Section C'ia Declarations. These coverages are subject tothe amended to include as an additional terms and conditions applicable to Business insured the person(s) or organization(s) Liability Coverage in this po|ioy, except as shown inthe Declarations aaanAdditional provided below: Insured — Lessor of Leased Equipment, 1. Additional Insured - Designated Person Or but only with respect to liability for "bodily Organization injury", "property damage" or ''paraono| WHO IS AN INSURED under Section C. is and advertising injury" mausod.invvho|eor amended to include as an addiUonal insured in pod, byyour maintenance, operation or the person(s) orVrgoniz�don(a)ahovvn in the use of equipment leased to you by such ' ` ' but only with respect to liability Declarations,v ororgani�atinn(a) ' . for "bodily injury", "property damage" or b. With respect to the insurance afforded to "personal and advertising injury" oeuaod, in these additional innunndm, this insurance whole or in part, byyour acts or omissions or does not apply to any "occurrence" which the acts or omissions of those acting on your takes place after you cease to lease that behalf: equipment. a. In the performance of your ongoing 5. Additional Insured - Owners Or Other operations; or Interests From Whom Land Has Been h. In connection with your premises owned Leased byurrented toyou. a. WHO |S/\NINSURED under Section C.is Additional Knsuned- KAanagers��rLessors amended to include am �n additional2. Of Premises insured the person(s) or organization(s) shown inthe Declarations mnanAdditional a' WHO IS AN INSURED under Section C. is inaured—OvvneroDrOthmr|ntereeteFnom amended toinclude aoanadditional insured Whom Land Has Been Leaeud, but only the poreon(a)ornrgonizaUon(o)shown inthe with respect toliability arising out ofthe Oao|anahono as an Additional Insured - ownership, maintenance nruse nfthat part Designated Person OrOrganization; but only ofthe land leased ioyou and shown inthe with respect to liability arising out of the Declarations. ownership, maintenance oruse ofthat part of the premises |oe��dtoyou and shown in the h. With respect to the insurance afforded to Declarations. additional inaurods, the following mdditiona|exclusions apply: additional b. With respect to the insurance afforded to these additional inauredu, the following Thieineuranoedomanot�pp|yto� additional exclusions apply: (1) Any "occurrence" that takes place This insurance does not apply to: after you cease tolease that land; or (1) " " "occurrence" which tmhom place Structural alterations, new ` ' (�) ' ` after you cease to be a tenant in that construction or demolition operations premises; or performed by or on behalf of such person ororganization. (2) Structural oh�natinna. new ' construction or demolition operations 6 Additional Insured - State Or Political ' performed by or on behalf of such Subdivision —Permnits person ororganization. a. WHO |SANINSURED under Section C.im amended to include as an additional insured the state or political subdivision shown inthe Declarations ananAdditional Insured —State Or Political Subdivision - (e) Any failure to make such Ponmite, but only with respect to inepeoUone, adjuohnantm, tests or operations performed by you or on your servicing amthe vendor has agreed behalf for which the state or political to make or normally undertakes to subdivision has issued apermit. make in the usual course of b. With respect to the insurance afforded to business, bus ' in connection with the these additional inauroda, the following distribution orsale ofthe products; additional exclusions apply: (f) Demonstration, installation, This insurance does not apply to: servicing or repair openationa, except such operations performed "Bodily injury", "property damage" or �t the vendor's premises in ^panannm| and advertising injury" connection with the aa|o of the arising out ofoperations performed for product; the state ormunicipality; or (0) Products whioh, after distribution (2) "Bodily injury" or "property damage" ' or sale by you, have been labeled included in the "prod uct-comp|mted or no|abo|od or used as a operations" hazard. container, part oringredient ofany 7. Additional Insured —Vendors other thing orsubstance byorfor a. WHO |5ANINSURED under Section C.im the vendor; or amended to include as an additional (h) "Bodily injury" nr "property insured the person(s) or organization(s) damage" arising out of the ao|o (referred <obelow eevendor) shown inthe negligence of the vendor for its Declarations as an Additional Insured - own acts or omissions or those of Vundor, but only with respect to "bodily its employees or anyone e|aa injury" or "property damage" arising out of acting on its behalf. However, this "your produots" which are distributed or exclusion does not apply to: sold in the regular course of the vendor's (i) The exceptions contained in business and only if this Coverage P� Part`^ Subpanagraphe(d)or(�;or provides coverage for "bodily injury" or ' `' "property damage" included vviihithe (|1) Such inspections, "prod uds-oump|ehedoperations hazand" adjustments, tests orservicing as the vendor has agreed to b' The insurance afforded to the vendor is make or normally undertakeseubjeottothefoUmwingadditiona|axo|uaiona: homake inthe usual course of (1) This insurance does not apply to: buaineas, in connection with (a) "Bodily i jury" or "property the distribution or sale �f the damage" for which the vendor is products. obligated to pay damages by (2) This insurance does not apply toany reason of the assumption of insured person or organization from liability in a contract mragreement. whom you have acquired such This exclusion does not apply to produds, or any ingredient, part or liability for damages that the oontainer, entering into, vendor would have inthe absence accompanying or containing such ofthe contract oragreement; products. (b) Any express warranty 8. Additional Insured —Controlling Interest unauthorized byyou; WHO IS AN INSURED under Section C. in (c) Any physical or chemical change amended to include as an additional insured in the product made intentionally the person(s) ororganization(e)shown in the bythe vendor; Declarations as an Additional Insured — (d) Rupackaging, un|uom unpacked Controlling |nteruat, but only with respect to ao|o|y for the purpose of inspection, their liability arising out of: dumonstraUon, tmsting, or the o. Their financial control ofyou; mr substitution of parts under b. pn*mieeo they ovvn, maintain or control instructions from the manufacturer, while you lease oroccupy these premises. and then repackaged inthe original container; This insurance does not apply to structural alterations, new construction and demolition operations performed by or for that person or 9. Additional Insured — Owners, Lessees Or Contractors — Scheduled Person Or Organization a. WHO IS AN INSURED under Section C_ amended to include as an addition insured the person(s) or organization( shown in the Declarations as an Addition Insured — Owner, Lessees Or Contractor but only with respect to liability for "bodi injury", "property damage" or "person and advertising injury" caused, in whole nJ_ in part, by your acts or omissions or t acts or omissions of those acting on yo (1) In the performance of your ongoi operations for the addition insured(s); or (2) In connection with "your work" performed for that additional insured and included within the "products - completed operations hazard", but only if this Coverage Part provides coverage for "bodily injury" or "property damage" included within the "prod ucts-completed operations b. With respect to the insurance afforded to these additional insureds, this insurance does not apply to "bodily injury", "property damage" or "personal an advertising injury" arising out of the rendering of, or the failure to render, any professional architectural, engineering or surveying services, including: (1) The preparing, approving, or failure to prepare or approve, maps, shop drawings, opinions, reports, surveys, field orders, change orders, designs or drawings and specifications; or (2) Supervisory, inspection, architectural or engineering activities. 10. Additional Insured — Co -Owner Of Insured Premises WHO IS AN INSURED under Section C. amended to include as an additional insur the person(s) or Organization(s) shown in t Declarations as an Additional Insured — C Owner Of Insured Premises, but only wi respect to their liability as co-owner of t premises shown in the Declaration,, I The limits of insurance that apply to additional insureds are described in Section D. — Limits Of How this insurance applies when other insurance is available to an additional insured is described in the Other Insurance Condition in Section E. — Liability And Medical Expenses General G. LIABILITY AND MEDICAL EXPENSES DEFINITIONS 1. "Advertisement" means the widespread public dissemination of information or images that has the purpose ofinducing the sale ofgoods, products orservices through: a. (1) Radio; (2) Television; 01 Billboard; (4) Magazine; (5) Newspaper; b. The Internet, but only that part of web site that is about goodo, products or services for the purposes of inducing the sale ofgoods, products orservices; or c. Any other publication that is given widespread public distribution. However, "advartieement"does not include: a. The dmeign, printed materia|, information or images contained in, on or upon the packaging or labeling of any goods or products; or b. An inbananUwa conversation between or among persons through acomputer network. 2. "Advertising idea" means any idea for an 3. "Asbestos hazard" means an exposure or Ulraot of exposure to the actual or alleged properties of asbestos and includes the men* presence ofasbestos inany form. 4. "Auto', means a land motor vehide, trailer or semi -trailer designed for travel on public roade, including any attached machinery or equipment. But "auto" does not include "mobile equipment". 5. "Bodily injury" means physical: a. Injury; b. Sickness; or c. Disease sustained byaperson and, ifarising out ofthe above, mental anguish ordeath adany time. a. The United States ofAmerica (including its b. You have failed to fulfill the tmnny of e territories and possessions), Puerto FUoo contract oragreement; and Canada; ' ifsuch property can berestored touse by: b. International waters orairspace, but only if a. The napair, replacement, adjustment or the injury or damage occurs in the course removal of "your produot" or ''your work"; of travel or transportation between any or places included ina.above; b. Your fulfilling the terms of the contract or c. All other parts of the world if the injury or agreement. damage arises out of: 12. "Insured contract" means: (1) Goods ' a� A contract for a lease of premises. Howovar, that portion of the contract for (2) The activities ofaperson whose home lease of pn»miaoy that indemnifies any is in the territory described in a. person ororganization for damage byfire, abovu, but is away for a short time on lightning or explosion to premises vvhi|o your business; or nanbad to you or temporarily occupied by (3) ''Pmreonmi and advertising injury" you with permission of the owner is offenses that take place through the subject to the Damage To Premises Internet orsimilar electronic moans of Rented To You limit described in Section communication D.—Liabi|ityand K4edioo| Expenses Limits provided the inaunad'o responsibility to pay of|nounance . damages iadetermined inthe United States of b. Asidetrack agreement; America (including its territories and c. Any easement or license agreement, possessions), Puerto Rico or Canada, in a including an easement or license "ouit" on the merits according to the agreement in connection with construction substantive law in such territnry, or in a or demolition operations on or within 50 settlement vvoagree to. feet ofanai|rnad� . 7°Beotn�nio data" means information, facts or ' ' d. Any ob|igation, as required by Vrdinanoo, programs: to indemnify a munioipa|ity, except in a. Stored as or on; connection with work for a municipality; b. Created orused on; or e. Anelevator maintenance agreement; or c. Transmitted bowrfrom t That pad of any other contract or computer nofbwana, including systems and agreement pertaining to your business applications so0m/ana, hard or floppy disks, (including an indemnification of a CD-R[)MS, tapee, drives, uu||a, data municipality in connection with work processing devices or any other media which performed for e municipality) under which are used with electronically controlled you assume the tort liability of another equipment. party to pay for "bodily injury" or "property 8. "Employee" includes a "leased worker". damage" to o third person ororgani�aUon ' "bodily "propertyEmp|oyoa" ° does not include m "temporary provided the injury" or vorkor' damage"is caused, in whole or in part' by you or by those acting on your behalf. Q. "Executive officer" means a person holding Tort liability means aliability that would be any of the officer positions created by your imposed by law in the absence of any ohadar, oonnUtutinn, by-laws or any other contract oragreement. similar governing document. Paragraph t includes that part of any 18. ''Hoab|u fire" means one which becomes contract or agreement that indemnifies a uncontrollable or breaks out from vvhmne it was railroad for "bodily injury" or "property intended tobe. damage" arising out of construction or 11."Impaired property" means tangible property, demolition operations within 58feet ofany other than ''your product" or "your vvork", that railroad property and affecting any railroad cannot bmused orialess useful because: bridge ortrestle, tracks, nnad-boda.tunnel, a. It incorporates ''your product' or "your work" underpass orcrossing. that is known or thought to be dehaoUma. However. Paragraph t does not include deficient, inadequate ordangerous; or that part ofany contract Vragreement: M\ That indemnifies on architect, engineer or surveyor for injury or damage arising out of: bA Pnapahng, approving or failing to propane or approve mapa, shop dravvinga, opiniona, nuporta, aun/oym, field ordana, change ordmra, designs or drawings and specifications; or (b) Giving directions or inatru(tiona, or failing to give them, if that is the primary cause of the injury or damage; or (2) Under which the inaun*d, if an arnhitmct, engineer or eun/myor, assumes liability for an injury or damage arising out of the inaumad'a rendering or failure to render professional amrvicmo, including those listed in (1) above and aupmrvisnry, inope*timn, architectural or engineering activities. 13. "Leased worker" means a person leased to you by a labor leasing firm under an agreement between you and the labor leasing firm, to perform duties related to the conduct of your business. "Leased worker" does not include a "temporary worker". 14. "Loading or unloading" means the handling of a. After it is moved from the place where it is accepted for movement into or onto an aircraft, watercraft or "auto"; b. While it is in or on an aircraft, watercraft or c. While it is being moved from an aircraft, watercraft or "auto" to the place where it is finally delivered; but "loading or unloading" does not include the movement of property by means of a mechanical device, other than a hand truck, that is not attached to the aircraft, watercraft or "auto". 15. "Mobile equipment" means any of the following types of land vehicles, including any attached machinery or equipment: a. Bulldozers, farm machinery, forklifts and other vehicles designed for use principally off public roads; b. Vehicles maintained for use solely on or next to premises you own or rent; c. Vehicles that travel on crawler treads; d. Vehicles, whether self-propelled or not, on which are permanently mounted: (1) Power cranes, shovels, loaders, diggers or drills; or (2) Road construction or resurfacing equipment such as graders, scrapers or rollers; above that are not self-propelled and are maintained primarily to provide mobility to permanently attached equipment of the following types: (1) Air compressors, pumps and generators, including spraying, welding, building cleaning, geophysical exploration, lighting and well servicing equipment; or (2) Cherry pickers and similar devices used to raise or lower workers; above maintained primarily for purposes other than the transportation of persons or However, self-propelled vehicles with the following types of permanently attached equipment are not "mobile equipment" but will be considered "autos": (1) Equipment, of at least 1,000 pounds gross vehicle wmighd, designed primarily for: (a) Snow removal; (b) Road meintenanoe, but not construction or resurfacing; or (c) Street cleaning; UB Cherry pickers and similar devices mounted on automobile or bnok chassis and used to raise or lower workers; and (3) Air oompneeoona, pumps and gmnenetono, including mpnayinQ, wo|ding, building n|ean|ng, geophysical exploration, lighting and well servicing equipment. 16. "Occurrence" means an accident, including continuous or repeated exposure to substantially the same general harmful conditions. 17. "Personal and advertising injury" means injury, including consequential "bodily injury", arising out of one or more of the following offenses: a. False arrest, detention or imprisonment; b. Malicious prosecution; c. The wrongful eviction from, wrongful entry into, or invasion of the right of private occupancy of a room, dwelling or premises that the person occupies, committed by or on behalf of its owner, landlord or lessor; d. Oral, written or electronic publication of material that slanders or libels a person or organization or disparages a person's or organization's goods, products or services; e. Oral, written or electronic publication of material that violates a person's right of f. Copying, in your "advertisement", a person's or organization's "advertising idea" or style of "advertisement"; g. Infringement of copyright, slogan, or title of any literary or artistic work, in your "advertisement"; or h. Discrimination or humiliation that results in injury to the feelings or reputation of a natural person. 18. "Pollutants" means any solid, liquid, gaseous or thermal irritant or contaminant, including smoke, vapor, soot, fumes, acids, alkalis, chemicals and waste. Waste includes materials to be recycled, reconditioned or reclaimed. 19.°Prod operations hazard"; a. Includes all "bodily injury" and "property damage" occurring away from premises you own or rent and arising out of "your product" nr"your work" except: (1) Products that are still in your physical possession; or (2) Work that has not yet been completed or abandoned. However, "your work" will be deemed to be completed at the earliest of the following times: bA When all of the work called for in your contract has been completed. (b) When all ofthe work tobedone od the job site has been completed if your contract oa||e for work at more than one job site. (o) When that part ofthe work done at a job site has been put to its intended use by any person or organization other than another contractor or subcontractor working Vnthe same project. Work that may need service, maintenanc correction, repair or replacement, b which is otherwise complete, will treated as completed. The "bodily injury" or "property damag must occur away from premises you o or rent, unless your business includes t selling, handling or distribution of "yo, product" for consumption on premises y own or rent. I b. Does not include "bodily injury" or "property damage" arising out of: (1) The transportation of property, un|oaa the injury or damage mrimoa out of condition inoronuvehicle not owned oroperated byyou, and that condition was created by the "loading or unloading" of that vehicle by any insured; or (2) The existence of ioo|m, unineim|lud equipment or abandoned or unused materials. 2D."Property damage" means: a. Physical injury to tangible prnperty, including all resulting loss of use of that property. All such loss of use shall be deemed to occur at the time of the physical injury thatoeusodit;or b. Loss ofuse oftangible property that ianot physically injured. All such loss of use shall be deemed to occur at the time of "occurranca^that caused it. As used in this definition, "electronic data" is not tangible property. 21. "Suit" means a civil proceeding in which damages because of "bodily injury", "property damage" or "personal and advertising injury" to which this insurance applies are alleged. a. An arbitration proceeding in which such damages are claimed and to which the insured must submit or does submit with our consent; or b. Any other alternative dispute resolution proceeding in which such damages are claimed and to which the insured submits with our consent. 22. "Temporary worker" means a person who is furnished to you to substitute for a permanent "employee" on leave or to meet seasonal or b. Donates his mher work; o. Acts at the direction of and within the scope ofduties determined byyou; and d. Is not paid e fme, salary or other compensation by you or anyone else for their work performed for you. 24."Your produ±": a. Means: (1) Any goods orproducts, other than real propmdy, manufautured, oo|d, handled, distributed ordisposed ofby: /m} You; `' ` (b) Others trading under your name; or (o) A person or organization whose business or assets you have acquired; and (2) Containers (other than vehio|em), mateha|a, parts or equipment furnished in connection with such goods orproducts. b. Includes: (1) Warranties orrepresentations made ot any time with respect to the Dtnoae, qua!ity, durubi|ih/, performance oruse of"your product"; and (2) The providing of or failure to provide warnings or instructions. c. Does not include vending machines or other property nanhad to or located for the use of others but not sold. 25."Your vvork": a. xxanna: (1) Work or operations performed by you ornnyour behalf; and (2) K4atoha|s, parts or equipment furnished inconnection with such work or operations. b. Includes: (1) Warranties orrepresentations made at any time with respect to the fiLnema, qua|ity, dunabi|ity, performance oruse of"your vvork°;and (2) The providing of or h*i|una to provide warnings orinstructions. POLICY NUMBER: 59 SBA PI1876 ADDITIONAL INSURED - PERSON -ORGANIZATION RICHMOND AMERICAN HOMES OF MARYLAND, INC. INSURANCE ADMINISTRATOR-CALIFORNIA 4350 S MONACO ST DENVER, CO 80237 RE: LOC 002/001. LOC 002 BLDG 001 & LOC 003 BLDG 001. BERMUDA DUNES 12 INVESTMENTS, LLC 32823 TEMECULA PARKWAY TEMECULA, CA 92592 LOC 002 BLDG 001 & LOC 003 BLDG 001. TAQUITZ 41, LLC 32823 TEMECULA PARKWAY TEMECULA, CA 92592 LOC 002 BLDG 001 & LOC 003 BLDG 001. CORMAN LEIGH COMPANIES 32823 TEMECULA PARKWAY TEMECULA, CA 92592 CITY RANCHO MIRAGE 69825 HWY 111 RANCHO MIRAGE, CA 92270 LOC 002/003 BLD: 001/001 CITY OF LA QUINTA, AND ITS OFFICERS AND EMPLOYEES 78495 CALLS TAMPICO LA QUINTA, CA 92253 LOC 001 BLDG 001 Form 16 12 00 11 85 T SEQ. 110.00 1 Printed inf.S.A. Page 001 WORKERS COMPENSATION AND EMPLOYERS LIABILITY INSURANCE POLICY WC 04 03 0-4- (Ed. 4-84) 71'e have the right to recover our payments from anyone liable for an injury covered by this policy. TT` wil' 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' com pen satior premium otherwise due on such remuneration. 7erson or Organization Job Descriptior ANY PERSON OR ORGANIZATION FOR WHOM THE NAMED INSURED HAS AGREED BY WRITTEN CONTRACT TO FURNISH THIS WAIVER. This endorsement changes the policy to which it is attached and is effective on the date issued unless otherwise stated. (The information below is required only when this endorsement is issued subsequent to preparation of the policy.) M- 91TOTS I Wow, I 111 11, 111 11111; at 12:01 AM standard time, forms a part of Of the EMPLOYERS PREFERRED INS. CO. Carrier Code 00920 Endorsement No. on By: Authorized Representative WC 04 03 06 (Ed. 4-84) 1998 by the Workers' Compensation Insurance Rating Bureau of California. All rights reserved. IEN gate lire ; ! ihng eceivei STATEMENT OF ECONOMIC INTERESTS Ofl6e""w COVER PAGE Please type or print in ink. NAME ti,E ) (FIRST) (MIDDLE) Hermann I( Eugene Christopher = Office, Agency, or Court Agency Name (Do not useacronyms) City of La Quint Division, Board, Department, District, 'it applicable Your Position If Tiling for moltip e positions, list below or on an attachment, (Do not use acronyms) Agency Position; . Jurisdiction of Office (Check at least one boxy ] State 0 Judge or Court Commissioner (Statewide Jurisdiction) El Multi -County County of City of La Quinta[ Other . Type of Statement (Cheek at least one, box) nnu t: The period covered is January t}2gt5, thr nigh Leaving Office-, Date tett December 9, 2015 (Check one) # r• The period covered is through C The period covered is January 1, 15, through the date of � December 31, 201& or- leaving office. n S 01 01 The period covered i through. AssumingOffice: Date assumed the date of leaving office. j Candidate: Election year and office sought, K different than Part t: 5 } 1 ( tY £, h . a ',. t t f . 4 : 3.: t• r, ,.tits z. ,{. t t.. i---..a.. �s ,. `3.5 e' 3., '3 s t. . ,! a S -.r . � ..�� t 5 •. f #� •ft �: 3 r t r t� �- r.s }, t. { 5. l ` ,� � f 3, tt F }:. �, 1. `��.. ,:., �.,.. Y�'K`� ,,{£ { ,-• p �f,,t{44 �£}�t{t .. vX�'xi{73 {�5, ..'{}ir7tS7,n nt�J�.c �. h^`S''j ��t �,. t.,"t�{ -,,;x,-F"nn�,�,.v it SYZY t�?i . Verification rA6LCN At DRESS TREPI oiit STATE 7tP CODE (Business or Agemy Address Rommmenced - Public ument) 77-899 Wolf Road„ Suite 102 Palm Desert CA 92211 tSaiiTBE TELEPHONE NUMBER =ADDRFSS - 7 ) 777-1 1 I have used all reasonable diligence in preparing this statement. I have reviewed this statement and to the best of my k vrledge the info atlon ntained herein and in any attached schedules is true and complete. I acknotedge this is a public a ent oartify cinder penalty of perjury under the laws of the State of California that the fo a is a an ct Cate signed 0310112016 l natur (m th day ) r Sig Stamm i Wth ymtar OngGri n) FPPC form 7 01512 1 F PC Advice £tread; ad%dte@fppcca,gmr pPPC Toll -Free He ptine, $66/275-3772 www.fppc.ca.gov SCHEDULE A-2 L . # , . « I Investments, Income, and Assets I�..rne of Business Entities/Trusts (Ownership Interest i 0% r Greater) Christopher Hermann��� Hermann Design Group, Inc. The E. Chris Hermann & Kristin tin e Hermann Revocable Name N.rn 7- g Wolf Rd., Ste. 102, Palm Desert CA 92211 78365 Highway 111, PMB 332, La Quinta, CA 92211 Add is �Fitrsa cress Adrt ss A e to toi Address f6lusrness Address Acceptable) Moir one 0 Trust, go to 2 I] Business Entity, complete the box, then go to 2 Check one Trust, go to 2 Business Entity, complete the box, fen 90 to 2 GENERAL DESCRIPTION OF THIS BUSINESS GENERAL DESCRIPTION OF THIS BUSINESS Landscape r hite ture Flan { FAIR MARKET VALUE IF APPLICABLE, LIST DATE; FAIR MARKET VALUE IF APPLICABLE, LIST GATE: $2,000 - $10,000 $o - $1,999 $2,000 - $10,000 $10,001 . $10CS00 ACQUIRED DISPOSED $10,001 - $100,000 ACQUIRED DISPOSED $100,001 - $1, 00,000 100,001 w 1,000,OOD Over i 000,000 � EJ over $1,000 000 NATURE OF IIVVESiIti Qr}Qrt143r1 Partnership �ad& Proprietorship NATURE OF INVESTMENT Partnership Sole Proprletcsship t c -re" CEO/President "BUSINESSON YOUBUSINESS POSITION Er-]1 $0 - $499 G S $10,001 - $100,000 i $0 - $499 $10,001 0 $100,000 L i $Soo - $1,000 OVER $100,000 stitio - $1,000 OVER $100,000 i ixi - $10,000 D $1,001- Is1 oori c ,a ffi - t M � 18one t t artzes Its d bel f#on or LJ Narnes listed below Alta Plenr in + Devi n City of LIS Quint , Check one box, Check;ane box:' INVESTMEI T" REAL PROPERTY [:] INVESTMENT REAL PROPERTY N/A Name of Business Entity, if Investment, 21 Assessor's Parcel Plumber or Street Address of Real Property Name of Business Entity, it Investment, Assessor's Parcel Number or Street Address of Real Prop" Description of Business Activity 91 City or Other Precise Location of Rene Properfi9° Description of Business Activity Sr. City or Other Precise Location of Real Property FAIR MARKET VALUE IF APPLICABLE, LIST DATE. FAIR MARKET VALUE IF APPLICABLE, LIST DATE: $2,000 - $10,000 $10«001 $100,000 I_15 $2,000 - $10,000 El $10, 01 - $ 00,000 $10o'00" - $1,000 000 ACQUIRED DISPOSED EJ $100,00, - 1,000,000 ACQUIRE O DISPOSED over $1,000 000 0 over $1,000,000 NATURE OF INTEREST PropertyOwnership/Deed of Trust El Stuck El Partnership NATURE OFINTEREST C] Property OwnershiplDeed of mast Stock Partnership Leaseho d [] Other Leasehold - Other Yrs remaining Yrs. rornairi ng E] Check box tr additional scherfives reporting investments or real property ® Check box if additional lhedules reporting investments or real property are attached are cite shed real property Mined in L stint or l/In mile FPP Form t 5 0 6 S ha -7 proper Comments: RPPC Advice Email; advice@fppc.Ca.gov FPPC roll -Free H l It : 866/27S-3772 www.fppc.ca.gov UEMORANDUM ® . Anl J. Spevacek, City Manager ® I thy R. Jonasson, Design and Development Director/City Engineer *'ATE: February 29, 201L ® Professional Services Agreement with Hermann Design Group, Inc. for Professional Landscape Architectural Services in Connection with the La Quinta Auto Collection Attached for your review and signature is a PSA between Hermann Design Group and the City of La Quinta for the services referenced above. Reviews and signatures are being conducted electronically via the TRAKiT system. Please provide your electronic signature and advise the City Clerk once you have don6 so. The City Clerk will continue with full execution and final distribution of the PSA.