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HomeMy WebLinkAbout2016 Hermann Design Group, Inc - Cove Oasis Trailhead ImpPROFESSIONAL SERVICES AGREEMENT THIS PROFESSIONAL SERVICES AGREEMENT (the "Agreement") is made and entered into by and between the CITY OF LA QUINTA, ("City"), a California municipal corporation, and Hei Des[up Group ("Consultant"). The parties hereto agree as follows: 1.0 SERVICES OF CONSULTANT 1.1 `.1')'coiLe!,)1'qrvice. In compliance with all terms and conditions of this Agreement, Consultant shall provide Professional Landscape Architectural Services in connection with Cove Oasis Trailhead jiitprovenionts, Project No. 2015-11, as specified in the "Scope of Services" attached hereto as Exhibit "A" and incorporated herein by this reference (the "Services"). Consultant represents that Consultant is a provider of services and Consultant is experienced in performing the Services contemplated herein and, in light of such status and experience, Consultant covenants that it shall follow the industry accepted professional standards in performing the Services required hereunder. For purposes of this Agreement, the phrase "industry accepted professional standards" shall mean those standards of practice recognized by one or more professional firms performing similar services under similar circumstances. 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 competent jurisdiction, 1.3 Licenses, Permets, Fees anti Assessments. Except as otherwise specified herein, Consultant shall obtain at its sole cost and expense such licenses, permits, and approvals as may be required by law for the performance of the Services required by this Agreement, including a City of La Quinta business license. Consultant and its employees, agents, and subcontractors shall, at their sole cost and expense, keep in effect at all times during the term of this Agreement any licenses, permits, and approvals that are legally required for the performance of the Services required by this Agreement. Consultant shall have the sole obligation to pay for any fees, assessments, and taxes, plus applicable penalties and interest, which may be imposed by law and arise from or are necessary for the performance of the Services required by this Agreement, and shall indemnify, defend (with counsel selected by City), and hold City, its elected officials, officers, employees, and agents, free and harmless against any such fees, assessments, taxes, penalties, or interest levied, assessed, or imposed against City hereunder. Consultant shall be responsible for all subcontractors' compliance with this Section. 1,4 Familiarity wilt) Work. By executing this Agreement, Consultant represents 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 performed, if any, and fully acquainted itself with the conditions there existing, (c) it has carefully considered how the Services should be performed, and (d) it fully understands the facilities, difficulties, and restrictions attending performance of the Services under this Agreement. Should Consultant discover any latent or unknown conditions materially differing from those inherent in the Services or as represented by City, Consultant shall immediately inform City of such fact and shall not proceed except at Consultant's risk until written instructions are received from the Contract Officer (as defined in Section 4.2 hereof). 1 1,5 Standard of Care. Consultant acknowledges and understands that the Services contracted for under this Agreement require specialized skills and abilities and that, consistent with this understanding, Consultant's work will be held to a heightened standard of quality. Consistent with Section 1.4 hereinabove, Consultant represents to City that it holds the necessary skills and abilities to satisfy the heightened standard of quality as set forth in this Agreement. Consultant shall adopt reasonable methods during the life of this Agreement to furnish continuous protection to the Services performed by Consultant, and the equipment, materials, papers, and other components thereof to prevent losses or damages, and shall be responsible for all such damages, to persons or property, until acceptance of the Services by City, except such losses or damages as may be caused by City's own negligence. The performance of Services by Consultant shall not relieve Consultant from any obligation to correct any incomplete, inaccurate, or defective work at no further cost to City, when such inaccuracies are due to the negligence of Consultant. 1.6 Additional Services. In accordance with the terms and conditions of this Agreement, Consultant shall perform services in addition to those specified in the Scope of Services ("Additional Services") only when directed to do so by the Contract Officer, provided that Consultant shall not be required to perform any Additional Services without compensation. Consultant shall not perform any Additional Services until receiving prior written authorization from the Contract Officer, incorporating therein any adjustment in (i) the Contract Sum, and/or (ii) the time to perform this Agreement, which said adjustments are subject to the written approval of Consultant. It is expressly understood by Consultant that the provisions of this Section shall not apply to the Services specifically set forth in the Scope of Services or reasonably contemplated therein. It is specifically understood and agreed that oral requests and/or approvals of Additional Services shall be barred and are unenforeceable, Failure of Consultant to secure the Contract Officer's written authorization for Additional Services shall constitute a waiver of any and all right to adjustment of the Contract Sum or time to perform this Agreement, whether by way of compensation, restitution, quantum meruit, or the like, for Additional Services provided without the appropriate authorization from the Contract Officer. Compensation for properly authorized Additional Services shall be made in accordance with Section 2.3 of this Agreement. 1.7 cipecial Regirements. Additional terms and conditions of this Agreement, if any, which are made a part hereof are set forth in Exhibit "D" (the "Special Requirements"), which is incorporated herein by this reference and expressly made a part hereof. In the event of a conflict between the provisions of the Special Requirements and any other provisions of this Agreement, the provisions of the Special Requirements shall govern. 2.0 COMPENSATION 2.1 Contract Sum. For the Services rendered pursuant to this Agreement, Consultant shall be compensated in accordance with Exhibit "B" (the "Schedule of Compensation") in a total amount not to exceed Eleven Thousand, Eight Hundred Dollars ($11,800,00) (the "Contract Sum"), except as provided in Section 1.6. The method of compensation set forth in the Schedule of Compensation may include a lump sum payment upon completion, payment in accordance with the percentage of completion of the Services, payment for time and materials based upon Consultant's rate schedule, but not exceeding the Contract Sum, or such other methods as may be specified in the Schedule of Compensation. The Contract Sum shall include the attendance of Consultant at all project meetings reasonably deemed necessary by City; Consultant shall not be entitled to any additional compensation for attending said meetings. Compensation may include reimbursement for actual and necessary expenditures for reproduction costs, transportation expense, telephone expense, and similar costs and expenses when and if specified in the Schedule of Compensation. Regardless of the method of compensation set forth in the Schedule of Compensation, Consultant's overall compensation shall not exceed the Contract Sum, except as provided in Section 1.6 of this Agreement. 2.2 yetnod of_f_lijliat, Any month in which Consultant wishes to receive payment, Consultant shall submit to City no later than the tenth (10th) working day of such month, in the form approved by City's Finance Director, an invoice for Services rendered prior to the date of the invoice. Such invoice shall (1) describe in detail the Services provided, including time and materials, and (2) specify each staff member who has provided Services and the number of hours assigned to each such staff member. Such invoice shall contain a certification by a principal member of Consultant specifying that the payment requested is for Services performed in accordance with the terms of this Agreement. Subject to retention pursuant to Section 8.3, City will pay Consultant for all items stated thereon which are approved by City pursuant to this Agreement no later than thirty (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 less 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 receive compensation for any Additional Services unless prior written approval for the Additional Services is obtained from the Contract Officer pursuant to Section 1.6 of this Agreement. 3.0 PERFORMANCE SCHEDULE 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 of Performance, as set forth in Section 3.2 and Exhibit 0, it is understood that the City will suffer damage. 3.2 Schedule of Performance. All Services rendered pursuant to this 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 Ma'eure. The time period specified in the Schedule of Performance for performance of the Services rendered pursuant to this Agreement shall be extended because of any delays due to unforeseeable causes beyond the control and without the fault or negligence of Consultant, including, but not restricted to, acts of God or of the public enemy, fires, earthquakes, floods, epidemic, quarantine restrictions, riots, strikes, freight embargoes, acts of any governmental agency other than City, and unusually severe weather, if Consultant shall within ten (10) days of the commencement of such delay notify the Contract Officer in writing of the causes of the delay. The Contract Officer shall ascertain the facts and the extent of delay, and extend the time for performing the Services for the period of the forced delay when and if in his or her judgment such delay is justified, and the Contract Officer's determination shall be final and conclusive upon the parties to this Agreement. Extensions to time period in the Schedule of Performance which are determined by the Contract Officer to be justified pursuant to this Section shall not entitle the Consultant to additional compensation in excess of the Contract Sum, 3.4 Term. Unless earlier terminated in accordance with Sections 8.8 or 8.9 of this Agreement, the term of this agreement shall commence on May 1, 2016 and terminate on December 31, 2016 ("Initial Term"). This Agreement may be extended upon mutual agreement by both parties ("Extended Term"). 4.0 COORDINATION OF WORK 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 herein and make all decisions in connection therewith: E. Chris Hermann, ASLA, President/CEO E-mail: clixis@hdgri_r,q,or,n It is expressly understood that the experience, knowledge, capability, and reputation of the foregoing Principals were a substantial inducement for City to enter into this Agreement. Therefore, the foregoing Principals shall be responsible during the term of this Agreement for directing all activities of Consultant and devoting sufficient time to personally supervise the Services hereunder. For purposes of this Agreement, the foregoing Principals may not be changed by Consultant and no other personnel may be assigned to perform the Services required hereunder without the express written approval of City. 4.2 Contract Officer. The "Contract Officer" shall be Timothy R. Jonasson, PE. Design and Development Director/Cit. En ineer, or such other person as may be designated in writing by the City Manager of City. It shall be Consultant's responsibility to assure that the Contract Officer is kept informed of the progress of the performance of the Services, and Consultant shall refer any decisions, that must be made by City to the Contract Officer. Unless otherwise specified herein, any approval of City required hereunder shall mean the approval of the Contract Officer. The Contract Officer shall have authority to sign all documents on behalf of City required hereunder to carry out the terms of this Agreement. 4.3 Prohihition A or Assignment. The experience, knowledge, capability, and reputation of Consultant, its principals, and its employees were a substantial inducement for City to enter into this Agreement. Except as set forth in this Agreement, Consultant shall not contract with any other entity to perform in whole or in part the Services required hereunder without the express written approval of City. In addition, neither this Agreement nor any interest herein may be transferred, assigned, conveyed, hypothecated, or encumbered, voluntarily or by operation of law, without the prior written approval of City. Transfers restricted hereunder shall include the transfer to any person or group of persons acting in concert of more than twenty five percent (25%) of the present ownership and/or control of Consultant, taking all transfers into account on a cumulative basis. Any attempted or purported assignment or contracting by Consultant without City's express written approval shall be null, void, and of no effect. No approved transfer shall release Consultant of any liability hereunder without the express consent of City. 4.4 Indeoencient Contfactor. Neither City nor any of its employees shall have any control over the manner, mode, or means by which Consultant, its agents, or its employees, perform the Services required herein, except as otherwise set forth herein. City shall have no voice in the selection, discharge, supervision, or control of Consultant's employees, servants, representatives, or agents, or in fixing their number or hours of service. Consultant shall perform all Services required herein as an independent contractor of City and shall remain at all times as to City a wholly independent contractor with only such obligations as are consistent with that role. Consultant shall not at any time or in any manner represent that it or any of its agents or employees are agents or employees of City. City shall not in any way or for any purpose become or be deemed to be a partner of Consultant in its business or otherwise or a joint venturer or a member of any joint enterprise with Consultant. Consultant shall have no power to incur any debt, obligation, or liability on behalf of City. Consultant shall not at any time or in any manner represent that it or any of its agents or employees are agents or employees of City. Except for the Contract Sum paid to Consultant as provided in this Agreement, City shall not pay salaries, wages, or other compensation to Consultant for performing the Services hereunder for City. City shall not be liable for compensation or indemnification to Consultant for injury or sickness arising out of performing the Services hereunder. Notwithstanding any other City, state, or federal policy, rule, regulation, law, or ordinance to the contrary, Consultant and any of its employees, agents, and subcontractors providing services under this Agreement shall not qualify for or become entitled to any compensation, benefit, or any incident of employment by City, including but not limited to eligibility to enroll in the California Public Employees Retirement System ("PERS") as an employee of City and entitlement to any contribution to be paid by City for employer contributions and/or employee contributions for PERS benefits. Consultant agrees to pay all required taxes on amounts paid to Consultant under this Agreement, and to indemnify and hold City harmless from any and all taxes, assessments, penalties, and interest asserted against City by reason of the independent contractor relationship created by this Agreement. Consultant shall fully comply with the workers' compensation laws regarding Consultant and Consultant's employees. Consultant further agrees to indemnify and hold City harmless from any failure of Consultant to comply with applicable workers' compensation laws. City shall have the right to offset against the amount of any payment due to Consultant under this Agreement any amount due to City from Consultant as a result of Consultant's failure to promptly pay to City any reimbursement or indemnification arising under this Section. 4.5 Identity of Persons Perk t Work. Consultant represents that it employs or will employ at its own expense all personnel required for the satisfactory performance of any and all of the Services set forth herein. Consultant represents that the Services required herein will be performed by Consultant or under its direct supervision, and that all personnel engaged in such work shall be fully qualified and shall be authorized and permitted under applicable State and local law to perform such tasks and services. 4.6 City Cooperation. 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 to Consultant only from or through action by City. 5.0 INSURANCE 5.1 IfrsuPrior to the beginning of any Services under this Agreement and throughout the duration of the term of this Agreement, Consultant shall 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. inderunifiGailon. 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 Contract Officer such reports concerning Consultant's performance of the Services required by this Agreement as the Contract Officer shall require. Consultant hereby acknowledges that City is greatly concerned about the cost of the Services to be performed pursuant to this Agreement. For this reason, Consultant agrees that if Consultant becomes aware of any facts, circumstances, techniques, or events that may or will materially increase or decrease the cost of the Services contemplated herein or, if Consultant is providing design services, the cost of the project being designed, Consultant shall promptly notify the Contract Officer of said fact, circumstance, technique, or event and the estimated increased or decreased cost related thereto and, if Consultant is providing design services, the estimated increased or decreased cost estimate for the project being designed. 7.2 Records„ Consultant shall keep, and require any subcontractors to keep, such ledgers, books of accounts, invoices, vouchers, canceled checks, reports (including but not limited to payroll reports), studies, or other documents relating to the disbursements charged to City and the Services performed hereunder (the "Books and Records"), as shall be necessary to perform the Services required by this Agreement and enable the Contract Officer to evaluate the performance of such Services. Any and all such Books and Records shall be maintained in accordance with generally accepted accounting principles and shall be complete and detailed. The Contract Officer shall have full and free access to such Books and Records at all times during normal business hours of City, including the right to inspect, copy, audit, and make records and transcripts from such Books and Records. Such Books and Records shall be maintained for a period of three (3) years following completion of the Services hereunder, and City shall have access to such Books and Records in the event any audit is required. In the event of dissolution of Consultant's business, custody of the Books and Records may be given to City, and access shall be provided by Consultant's successor in interest. Under California Government Code Section 8546.7, if the amount of public funds expended under this Agreement exceeds Ten Thousand Dollars ($10,000.00), this Agreement shall be subject to the examination and audit of the State Auditor, at the request of City or as part of any audit of City, for a period of three (3) years after final payment under this Agreement. 7.3 Ownershi of DocurneHts. All drawings, specifications, maps, designs, photographs, studies, surveys, data, notes, computer files, reports, records, documents, and other materials plans, drawings, estimates, test data, survey results, models, renderings, and other documents or works of authorship fixed in any tangible medium of expression, including but not limited to, physical drawings, digital renderings, or data stored digitally, magnetically, or in any other medium prepared or caused to be prepared by Consultant, its employees, subcontractors, 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 the Contract Officer or upon the expiration or termination of this Agreement, and Consultant shall have no claim for further employment or additional compensation as a result of the exercise by City of its full rights of ownership use, reuse, or assignment of the Documents and Materials hereunder. Any use, reuse or assignment of such completed Documents and Materials for other projects and/or use of uncompleted documents without specific written authorization by Consultant will be at City's sole risk and without liability to Consultant, and Consultant's guarantee and warranties shall not extend to such use, revise, or assignment. Consultant may retain copies of such Documents and Materials for its own use, Consultant shall have an unrestricted right to use the concepts embodied therein. All subcontractors shall provide for assignment to City of any Documents and Materials prepared by them, and in the event Consultant fails to secure such assignment, Consultant shall indemnify City for all damages resulting therefrom. In the event City or any person, firm, or corporation authorized by City reuses said Documents and Materials without written verification or adaptation by Consultant for the specific purpose intended and causes to be made or makes any changes or alterations in said Documents and Materials, City hereby releases, discharges, and exonerates Consultant from liability resulting from said change. The provisions of this clause shall survive the termination or expiration of this Agreement and shall thereafter remain in full force and effect. 7.4 Licensing of intellectual Properj. This Agreement creates a non-exclusive and perpetual license for City to copy, use, modify, reuse, or sublicense 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 the legal right to license any and all of the Documents and Materials. Consultant 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 of 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 be released publicly without the prior written approval of the Contract Officer or as required by law. Consultant shall not disclose to any other entity or person any information regarding the activities of City, except as required by law or as authorized by City. 8.0 ENFORCEMENT OF AGREEMENT. 8.1 California La#. This Agreement shall be interpreted, construed, and governed both as to validity and to performance of the parties in accordance with the laws of the State of California. Legal actions concerning any dispute, claim, or matter arising out of or in relation to this Agreement shall be instituted in the Superior Court of the County of Riverside, State of California, or any other appropriate court in such county, and Consultant covenants and agrees to submit to the personal jurisdiction of such court in the event of such action. 8.2 Disputes. In the event of any dispute arising under this Agreement, the injured party shall notify the injuring party in writing of its contentions by submitting a claim therefore, The injured party shall continue performing its obligations hereunder so long as the injuring party commences to cure such default within ten (10) days of service of such notice and completes the cure of such default within forty-five (45) days after service of the notice, or such longer period as may be permitted by the Contract Officer; provided that if the default is an immediate danger to the health, safety, or general welfare, City may take such immediate action as City deems warranted. Compliance with the provisions of this Section shall be a condition precedent to termination of this Agreement for cause and to any legal action, and such compliance shall not be a waiver of any party's right to take legal action in the event that the dispute is not cured, provided that nothing herein shall limit City's right to terminate this Agreement without cause pursuant to Section 8.8. During the period of time that Consultant is in default, City shall hold all invoices and shall, when the default is cured, proceed with payment on the invoices. In the alternative, City may, in its sole discretion, elect to pay some or all of the outstanding invoices during any period of default. 8.3 Retention of Funds. City may withhold from any monies payable to Consultant sufficient funds to compensate City for any losses, costs, liabilities, or damages it reasonably believes were suffered by City due to the default of Consultant in the performance of the Services required by this Agreement. 8.4 Waiver. No delay or omission in the exercise of any right or remedy of a non -defaulting party on any default shall impair such right or remedy or be construed as a waiver. City's consent or approval of any act by Consultant requiring City's consent or approval shall not be deemed to waive or render unnecessary City's consent to or approval of any subsequent act of Consultant. Any waiver by either party of any default must be in writing and shall not be a waiver of any other default concerning the same or any other provision of this Agreement. 8.5 Rights and Remedies are Cumulative. Except with respect to rights and remedies expressly declared to be exclusive in this Agreement, the rights and remedies of the parties are cumulative and the exercise by either party of one or more of such rights or remedies shall not preclude the exercise by it, at the same or different times, of any other rights or remedies for the same default or any other default by the other party. 8,6 Leq_al Action. In addition to any other rights or remedies, either party may take legal action, at law or at equity, to cure, correct, or remedy any default, to recover damages for any default, to compel specific performance of this Agreement, to obtain declaratory or injunctive relief, or to obtain any other remedy consistent with the purposes of this Agreement. 8.7 Termination Prior To fE2Tiration of Term. This Section shall govern any termination of this Agreement, except as specifically provided in the following Section 8.9 for termination for cause. City reserves the right to terminate this Agreement at any time, with or without cause, upon thirty (30) days' written notice to Consultant. Upon receipt of any notice of termination, Consultant shall immediately cease all Services hereunder except such as may be specifically approved by the Contract Officer. Consultant shall be entitled to compensation for all Services rendered prior to receipt of the notice of termination and for any Services authorized by the Contract Officer thereafter in accordance with the 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 failure of Consultant to fulfill its obligations under this Agreement, City may, after compliance with the provisions of Section 8.2, take over the Services and prosecute the same to completion by contract or otherwise, and Consultant shall be liable to the extent that the total cost for completion of the Services required hereunder exceeds the compensation herein stipulated (provided that City shall use reasonable efforts to mitigate such damages), and City may withhold any payments to Consultant for the purpose of setoff or partial payment of the amounts owed City as previously stated in Section 8.3. 8.9 /2\ttorr . If either party to this Agreement is required to initiate or defend or made a party to any action or proceeding in any way connected with this Agreement, the prevailing party in such action or proceeding, in addition to any other relief which may be granted, whether legal or equitable, shall be entitled to reasonable attorneys' fees; provided, however, that the attorneys' fees awarded pursuant to this Section shall not exceed the hourly rate paid by City for legal services multiplied by the reasonable number of hours spent by the prevailing party in the conduct of the litigation. Attorneys' fees shall include attorneys' fees on any appeal, and in addition a party entitled to attorneys' fees shall be entitled to all other reasonable costs for investigating such action, taking depositions and discovery, and all other necessary costs the court allows which are incurred in such litigation. All such fees shall be deemed to have accrued on commencement of such action and shall be enforceable whether or not such action is prosecuted to judgment. The court may set such fees in the same action or in a separate action brought for that purpose. 9.0 CITY OFFICERS AND EMPLOYi ES: NONDISCRIMINATION 9.1 Non -liability of City Officersand Employees. No officer, official, employee, agent, representative, or volunteer of City shall be personally liable to Consultant, or any successor in interest, in the event or any default or breach by City or for any amount which may become due to Consultant or to its successor, or for breach of any obligation of the terms of this Agreement. 9.2 Conflict of Interest. Consultant covenants that neither it, nor any officer or principal of it, has or shall acquire any interest, directly or indirectly, which would conflict in any manner with the interests of City or which would in any way hinder Consultant's performance of the Services under this Agreement. Consultant further covenants that in the performance of this Agreement, no person having any such interest shall be employed by it as an officer, employee, agent, or subcontractor without the express written consent of the Contract Officer. 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 or indirect, in this Agreement nor shall any such officer or employee participate in any decision relating to this Agreement which effects his financial interest or the financial interest of any corporation, partnership or association in which he is, directly or indirectly, interested, in violation of any State statute or regulation. Consultant warrants that it has not paid or given and will not pay or give any third party any money or other consideration for obtaining this Agreement, 9.3 Covenant against Discrimination. Consultant covenants that, by and for itself, its heirs, executors, assigns, and all persons claiming under or through them, that there shall be no discrimination against or segregation of, any person or group of persons on account of any impermissible classification including, but not limited to, race, color, creed, religion, sex, marital status, sexual orientation, national origin, or ancestry in the performance of this Agreement. Consultant shall take affirmative action to insure that applicants are employed and that employees are treated during employment without regard to their race, color, creed, religion, sex, marital status, sexual orientation, national origin, or ancestry. 10.0 MISCELLANEOUS PROVISIONS 10.1 Notice. Any notice, demand, request, consent, approval, or communication either party desires or is required to give the other party or any other person shall be in writing and either served personally or sent by prepaid, first-class mail to the address set forth below. Either party may change its address by notifying the other party of the change of address in writing. Notice shall be deemed communicated forty-eight (48) hours from the time of mailing if mailed as provided in this Section. To City: CITY OF LA QUINTA Attention: Frank Spevacek, City Manager 78-495 Calle Tampico La Quinta, California 92253 To Consultant: HERMANN DESIGN GROUP Attention: E. Chris Hermann, ASLA President/CEO 77-899 Wolf Road, Suite 102 Palm Desert, California 92211 10.2 InterprThe 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 Headincand Suhhe dincLs. 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 Counterparts. This Agreement may be executed in counterparts, each of which shall be deemed to be an original, and such counterparts shall constitute one and the same instrument 10.5 Integrated Agreement. This Agreement including the exhibits hereto is the entire, complete, and exclusive expression of the understanding of the parties. It is understood that there are no oral agreements between the parties hereto 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 shall be valid unless made in writing and approved by Consultant and by the City Council of City. The parties agree that this requirement for written modifications cannot be waived and that any attempted waiver shall be void. 10.7 Severability. In the event that any one or more of the articles, phrases, sentences, clauses, paragraphs, or sections contained in this Agreement shall be declared invalid or unenforceable, such invalidity or unenforceability shall not affect any of the remaining articles, phrases, sentences, clauses, paragraphs, or sections of this Agreement which are hereby declared as severable and shall be interpreted 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 bargain 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. 10x9 NoaThird_ Party 13 :netic;inric s, With the exception of the specific provisions set forth in this Agreement, there are no intended third -party beneficiaries under this Agreement and no such other third parties shall have any rights or obligations hereunder. 10.10 Authority. The persons executing this Agreement on behalf of each of the parties hereto represent and warrant that (i) such party is duly organized and existing, (ii) they are duly authorized to execute and deliver this Agreement on behalf of said party, (iii) by so executing this Agreement, such party is formally bound to the provisions of this Agreement, and (iv) that entering into this Agreement does not violate any provision of any other Agreement to which said party is bound. This Agreement shall be binding upon the heirs, executors, administrators, successors, and assigns of the parties. [SIGNATURES ON FOLLOWING PAGE] IN WITNESS WHEREOF, the parties have executed this Agreement as of the datesstated below, CITY OF LA QUINTA, a California municipal corporation Digitally signed by Frank J. Spevacek DN: serialNumber=g8z17znOv50w4d3x, c=US, st=California, l=La Quinta, o=FrankJ. Spevacek, cn=Frank J. Spevacek Date: 2016.05.04 09:46:21 -0700' FRANK J. SPEVACEK, City Manager Dated: ATTEST: c 9NSLI LTA /By: ,Narne. E. CHRIS HE/RMANN, ASLA --- Title: President/CEO Digitally signed by Susan Maysels DN: serialNumber=j4r7111g1ppsr45f, c -=US, st=California, l=La Quinta, o=Susan Maysels, cn=Susan Maysels Date: 2016.05.04 12:40:31 -0700' SUSAN MAYSELS, City Clerk La Quinta, California APPROVED AS TO FORM: WILLIAM H. IHRKE, City Attorney City of La Quinta, California Exhibit A Scope of Services Consultant's scope of work, dated March 31, 2016, related to the Cove Oasis Trailhead Improvements, Project 2015-11 is attached and made a part of this agreements EXHIBIT A Page 1 of 4 EXHIBIT "A" SCOPE OF SERVICES March 31, 2016 INTRODUCTION HDG will prepare working drawings that is based upon the City budget and the revised design concept presented to the City of La Quinta. I. LANDSCAPE ARCHITECTURAL SERVICES Demolition uPlan — This plan will illustrate the removal and/or relocation of applicable landscape and hardscape materials on the project site. Construction Lay ut/Grp rfir Pian - This plan will locate by dimension the hardscape elements in for the project area. A construction finish schedule is included with notes and material selections keyed to the construction details. Grading information for shaping of the area will be included on this plan. It is anticipated that the grading work is minimal and for the purposes of shaping the area to receive Decomposed Granite and retain existing on — site surface flows Grading should be included as part of the Landscape Contractor's work. Construction Details — Construction details will be provided for the paving, gates, fencing, signs, and other site construction elements. Material Selections — A schedule of materials and finish selections will be provided for the project. Cut sheets and photo images will be provided as required on the construction documents. Planting, Plan and Details - This plan will illustrate the location of all plant material. A plant legend will describe the Latin and common names, sizes and remarks for each plant shown on the plan. Details will be provided as required. Irriction Plan and Details — This plan will illustrate the location of all irrigation components with installation details. Water budget calculations will be provided to meet C D requirements. C< r strrsr:tior Sj ecificntand Bid Documents — Detailed project description, preparation of bid schedules, bid item descriptions, payment methods, special provisions, and technical specifications will be provided. cp_iniun of Probable Construction Cost - We will prepare an opinion of probable construction cost of final construction documents for use by the City. II. SIGN DESIGN Best Signs, Inc. will design and develop trail head identification sign panel as per Hermann Design Group conceptual and landscape detail. Project scope includes identifying appropriate substrate that is harmonious with the character of the project. Design and detail trail head moniker as panel sign, individual letters, and/or the merits of recessed letters/name/graphic into the headed panel (material to be determined). PlaimJnc and_ esign • Meet with stakeholders to determine overall goals/objectives relating to Cove Oasis Trailhead. Determine required identification for primary identification signs EXHIBIT A Page 2 of 4 • Meet with Landscape and City to ensure cohesive design is adopted. v0212trAGT • Development of signs as identified by client request to include sign types/forms, illumination and locations as well as dimensions, materials, colors, and graphic elements where signage is integrated within the overall site design. • Generate creative and tasteful signage that enhances the projects image and brand while complimenting architectural and landscape elements. • Meet with stakeholders to review conceptual designs. • Finalize designs based on feedback. • Meet for final approval on design. • Submit sign program and permit application and attend necessary meetings to ensure sign program conforms with City ordinance. °ling Structural Calculations Greg Cook, Structural Engineer, will provide the appropriate structural calculations and details for the sign footings, and reinforcing. PROJECT SIGN TYPES: ire ar Montan e • Project Identification, Point of Entry o Cove Oasis Trails o Bear Creek Trail III. AGENCY APPROVAL We will submit to the City all plans, specifications, estimates, and/or other necessary documents required to obtain approval. The following plan check submittals are included: 1St Review — 50% Plan Review 2nd Review — 85%-90% Check Plans and Specifications 3rd Review — 100% Check Plans, Specifications 4th Review — Final We will make revisions as required by the City and resubmit plans for approval. Final plans will be submitted to C D and Riverside County Agricultural Commission for approval. Deliverables: All approved plans will be provided to the City on CD-ROM in the requested AutoCAD version, as well as on "D" size mylar (the cost of mylar production will be considered a reimbursable cost). Specification documents, including technical specifications, will be provided in Microsoft Word for Windows format. The Opinion of Probable Construction Cost will be provided in Excel for Windows format. IV. BIDDING PHASE Pre_F3id Meeting — We will attend the pre-bid conference and answer questions. Bid Solicitation — We will provide bid assistance to include answering questions from prospective bidders. EXHIBIT A Page 3 of 4 V. CONSTRUCTION SERVICES Construction Observation Services — We will provide construction observation services upon request by the City. The following Construction Services are recommended; 1 Review Layout 2. Review of plant material locations prior to installation 3. Review of Irrigation Mainline test 4. Review of emitter placement 5. Review Final Installation and Irrigation Coverage 6. Final punch list We will respond to Requests for Information and provide clarification on plans as required. VI. GENERAL SERVICES Meetjrs — Three (3) meetings are anticipated with staff and the project team during the project. 1. Staff Review of 85%- 90% Plans 2. Staff Review of 100% Plans 3. City Council EXHIBIT A Page 4 of 4 Exhibit B Schedule of Compensation With the exception of compensation for Additional Services, provided for in Section 2.3 of this Agreement, the maximum total compensation to be paid to Consultant under this Agreement is Eleven Thousan Liglhd Hundred dollars ($'1ty(1o.OU) ("Contract Sum"). The Contract Sum shall be paid to Consultant in installment payments made monthly on a "Fixed Fee/Lump Sum" basis in accordance with Consultant's schedule of compensation, dated March 31, 2016, attached hereto for the work tasks performed and properly invoiced by Consultant in conformance with Section 2.2 of this Agreement. EXHIBIT B Page 1 of 2 EXHIBIT "B" FEES AND CHARGES March 31, 2016 Our fees will be billed on a percentage complete basis. All reimbursable expenses will be billed as incurred. Landscape Architecture Services Working Drawings $ 5,050 Project Management/Meetings/Coordination . $ 1,000 $ 750 Submthals $ 500 $ 500 Subtotal $ 7,800 Sign Design Design and Construction Plans, Specifications . $ 1,500 Subtotal $ 1,500 SUBTOTAL — PLAN DOCUMENTS/SPECS $ 9,300 Landscape Architectural Bidding and Construction Services Bidding, Construction Support, Field Observation (T&M) $ 1,500 Reimbursable Expenses — Billed Only as Incurred $ 1,000 TOTAL FEE $ 11,800 EXHIBIT B Page 2 of 2 Exhibit C Schedule of Performance Consultant shall complete all services identified in the Scope of Services. Exhibit of this Agreement, in accordance with the Project Schedule, attached hereto and incorporated herein by this reference. EXHIBIT C Page 1 of 2 COVE OASIS TRAILHEM Match 11. TM KS auit t Lsadszape ArahttaCame }rjokOI Mg rtitt Rae* Mao Pa. et OMPligAri Plat CS -4k*, haFelscaps, Lx^,Iscas+ Pitsx Stiff R rrs,aas fawn Cat Reaaser S' Spaaatatota Cki Mcrovat *want at CrAtrao) EXHI PROJECT X-11 1.-044 1641141_ 2 -Si sir X3 -14H1 30-SSy 6 -Jun i 1 -Jur 274s.m 44,s1 1144 EXHIBIT Page 2 of 2 Exhibit D Special Requirements EXHIBIT D Page 1 of 1 Exhibit E Insurance Requirements E.1 Insurance. Prior to the beginning of and throughout the duration of this Agreement, the following policies shall be maintained and kept in full force and effect providing insurance with minimum limits as indicated below and issued by insurers with A.M. Best ratings of no less than A -:VI: Commercial General Liability (at least as broad as ISO CG 0001) $1,000,000 (per occurrence) $2,000,000 (general aggregate) Commercial 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 submit concurrently with its execution of this Agreement, Commercial General Liability insurance against all claims for injuries against persons or damages to property resulting from Consultant's acts or omissions rising out of or related to Consultant's performance under this Agreement. The insurance policy shall contain a severability of interest clause providing that the coverage shall be primary for losses arising out of Consultants performance hereunder and neither City nor its insurers shall be required to contribute to any such loss. A certificate evidencing the foregoing and naming City and its officers and employees as additional insured (on the Commercial General Liability policy only) shall be delivered to and approved by City prior to commencement of the services hereunder. Consultant shall carry automobile liability insurance of $1,000,000 per accident against all claims for injuries against persons or damages to property arising out of the use of any automobile by Consultant, its officers, any person directly or indirectly employed by Consultant, any subcontractor or agent, or anyone for whose acts any of them may be liable, arising directly or indirectly out of or related to Consultant's performance under this Agreement. If Consultant or Consultant's employees will use personal autos in any way on this project, Consultant shall provide evidence of personal auto liability coverage for each such person. The term "automobile" includes, but is not limited to, a land motor vehicle, trailer or semi -trailer designed for travel on public roads. The automobile insurance policy shall contain a severability of interest clause providing that coverage shall be primary 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 appropriate shall be written on a policy form coverage specifically designed to protect against acts, errors or omissions of the consultant and "Covered Professional Services" as designated in the policy must specifically include work performed under this agreement. The policy limit shall be no less than $1,000,000 per claim and in the aggregate. The policy must "pay on behalf of' the insured and must include a provision establishing the insurer's duty to defend. The policy retroactive date shall be on or before the effective date of this agreement. EXHIBIT E Page 1 of 5 Consultant shall carry Workers' Compensation Insurance in accordance 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) working days if: (1) any of the required insurance policies is terminated; (2) the limits of any of the required polices are reduced; or (3) the deductible or self-insured retention is increased. In the event any of said policies of insurance are cancelled, Consultant shall, prior to the cancellation date, submit new evidence of insurance in conformance with this Exhibit to the Contract Officer. The procuring of such insurance or the delivery of policies or certificates evidencing the same shall not be construed as a limitation of Consultant's obligation to indemnify City, its officers, employees, contractors, subcontractors, or agents. E.2 Remedies. In addition to any other remedies City may have if Consultant 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/or withhold any payment(s) which become due to Consultant hereunder until Consultant demonstrates compliance with the requirements hereof. c. Terminate this Agreement Exercise of any of the above remedies, however, is an alternative to any other remedies City may have. The above remedies are not the exclusive remedies for Consultant's failure to maintain or secure appropriate policies or endorsements. Nothing herein contained shall be construed as limiting in any way the extent to which Consultant may be held responsible for payments of damages to persons or property resulting from Consultant's or its subcontractors' performance of work under this Agreement. E.3 General Conditions Pertainingjo Provisions of Insurance Coverage by 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 insurance proceeds, and to require all contractors and subcontractors to do likewise. 3. All insurance coverage and limits provided by Consultant and available or applicable to this Agreement are intended to apply to the full extent of the policies. Nothing contained in this Agreement or any other agreement relating to City or its operations limits the application of such insurance coverage. EXHIBIT E Page 2 of 5 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 approval, modification and additional requirements by the City, as the need arises. Consultant shall not make any reductions in scope of coverage (e.g. elimination of contractual liability or reduction of discovery period) that may affect City's 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 be 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 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 interests 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 all insurance coverage required to be provided by Consultant or any subcontractor, is intended to apply first and on a primary, non- contributing basis in relation to any other insurance or self-insurance available to City. 9. Consultant agrees to ensure that subcontractors, and any other party involved with the project that is brought onto or involved in the project by Consultant, provide the same minimum insurance coverage required of Consultant. Consultant agrees to monitor and review all such coverage and assumes all responsibility for ensuring that such coverage is provided in conformity with the requirements of this section. Consultant agrees that upon request, all agreements with subcontractors and others engaged in the project will be submitted to City for review, 10. Consultant agrees not to self -insure or to use any self-insured retentions or deductibles on any portion of the insurance required herein (with the exception of professional liability coverage, if required) and further agrees that it will not allow any contractor, subcontractor, Architect, Engineer or other entity or person in any way involved in the performance of work on the project contemplated by this agreement to self -insure its obligations to City. If Consultant's existing coverage includes a deductible or self-insured retention, the deductible or self-insured retention must be declared to the City, At that time the City shall review options with the Consultant, which may include reduction or elimination of the deductible or self-insured retention, substitution of other coverage, or other solutions. 11. The City reserves the right at any time during the term of this Agreement to change the amounts and types of insurance required by giving the Consultant ninety (90) days advance written notice of such change. If such change results in substantial additional cost to the Consultant, the City will negotiate additional compensation proportional to the increased benefit to City. EXHIBIT E Page 3 of 5 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. 13. Consultant acknowledges and agrees that any actual or alleged failure on the part of City to inform Consultant of non-compliance with any insurance requirement in no way imposes any additional obligations on City nor does it waive any rights hereunder in this or any other regard. 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 not effective until City executes a written statement to that effect. 15. Consultant shall provide proof that policies of insurance required herein expiring during the term of this Agreement have been renewed or replaced with other policies providing at least the same coverage. Proof that such coverage has been ordered shall be submitted prior to expiration. A coverage binder or letter from Consultant's insurance agent to this effect is acceptable. A certificate of insurance and/or additional insured endorsement as required in these specifications applicable to the renewing or new coverage must be provided to City within five (5) days of the expiration of coverages. 16. The provisions of any workers' compensation or similar act will not limit the obligations of Consultant under this agreement. Consultant expressly agrees not to use any statutory immunity defenses under such laws with respect to City, its employees, officials, and agents. 17. Requirements of specific coverage features or limits contained in this section are not intended as limitations on coverage, limits or other requirements nor as a waiver of any coverage normally provided by any given policy. Specific reference to a given coverage feature is for purposes of clarification only as it pertains to a given issue, and is not intended by any party or insured to be limiting or all-inclusive. 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 and 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 contract used by any party involved in any way with the project reserves the right to charge City or Consultant for the cost of additional insurance coverage required by this agreement. Any such provisions are to be deleted with reference to City. It is not the intent of City to reimburse any third party for the cost of complying with these 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 EXHIBIT E Page 4 of 5 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. EXHIBIT E Page 5 of 5 Exhibit F Indemnification F.1 General Indemnification Provision. a. Indemnification for Professional Liability. When the law establishes a professional standard of care for Consultant's Services, to the fullest extent permitted by law, Consultant shall indemnify, protect, defend (with counsel reasonably acceptable to City), and hold harmless City and any and all of its officials, employees, and agents ("Indemnified Parties") from and against any and all claims, losses, liabilities of every kind, nature, and description, damages, injury (including, without limitation, injury to or death of an employee of Consultant or of any subcontractor), costs and expenses whether actual, alleged or threatened, including, without limitation, incidental and consequential damages, court costs, attorneys' fees, litigation expenses, and fees of expert consultants or expert witnesses incurred in connection therewith and costs of investigation, to the extent same are cause in whole or in part by any negligent or wrongful act, error or omission of Consultant, its officers, agents, employees or subcontractors (or any entity or individual that Consultant shall bear the legal liability thereof) in the performance of professional services under this agreement. With respect to the design of public improvements, the Consultant shall not be liable for any injuries or property damage resulting from the reuse of the design at a location other than that specified in Exhibit A without the written consent of the Consultant. b. Indemnification for Other Than ProfessionO,Liability. Other than in the performance of professional services and to the full extent permitted by law, Consultant shall indemnify, defend (with counsel selected by City), and hold harmless the Indemnified Parties from and against any liability (including liability for claims, suits, actions, arbitration proceedings, administrative proceedings, regulatory proceedings, losses, expenses or costs of any kind, whether actual, alleged or threatened, including, without limitation, incidental and consequential damages, court costs, attorneys' fees, litigation expenses, and fees of expert consultants or expert witnesses) incurred in connection therewith and costs of investigation, to the extent the same arise out of, are a consequence of, or are in any way attributable to, in whole or in part, the performance of this Agreement by Consultant or by any individual or entity for which Consultant is legally liable, including but not limited to officers, agents, employees, or subcontractors of Consultant, F.2 Standard Indemnification Provisions. Consultant agrees to obtain executed indemnity agreements with provisions identical to those set forth herein this section from each and every subcontractor or any other person or entity involved by, for, with or on behalf of Consultant in the performance of this Agreement. In the event Consultant fails to obtain such indemnity obligations from 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 a waiver of any rights hereunder. This obligation to indemnify and defend City as set forth herein is binding on the successors, assigns or heirs of Consultant and shall survive the termination of this agreement or this section. a. InOemnity P °visions 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 of competent jurisdiction. In instances where City is shown to have been actively negligent and where City's active negligence accounts EXHIBIT F Page 1 of 2 for only a percentage of the liability involved, the obligation of Consultant will be for that entire portion or percentage of liability not attributable to the active negligence of City. b. Indemnification Provisic 1. Apl ljc ai,jli1L) following indemnification provision shalI apply to Consultants who constitute "design professionals" as the term is defined in paragraph 3 below. Notwithstanding Section F,2(a) hereinabove, the 2. Scoje of Irk ernnifroakion. To the fullest extent permitted by law, Consultant shall indemnify, defend (with counsel reasonably acceptable to City), and hold harmless the Indemnified Parties from and against any and all claims, losses, liabilities of every kind, nature and description, damages, injury (including, without limitation, injury to or death of an employee of Consultant or of any subcontractor), costs and expenses incurred including, without limitation, court costs, reasonable attorneys' fees, litigation expenses, and fees of expert consultants or expert witnesses incurred in connection therewith and costs of investigation, that arise out of, pertain to, or relate to, directly or indirectly, in whole or in part, the negligence, recklessness, or wrongful misconduct of Consultant, any subcontractor, anyone directly or indirectly employed by them or 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. EXHIBIT F Page 2 of 2 CERTIFICATE OF LIABILITY INSURANCE DATE(MM/DD/YYYY) 4/14/2016 THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER, AND THE CERTIFICATE HOLDER. IMPORTANT: If the certificate holder is an ADDITIONAL INSURED, the policy(les) must be endorsed. If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy, certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). PRODUCER Stanco Insurance Services, Inc. 78365 Highway 111 #285 La Quinta, CA 92253 OH93970 INSURED Hermann Design Group, Inc. 78365 Highway 111 PMB 332 La Quinta, CA 92234 760-777-1233 COVERAGES CERTIFICATE NUMBER: CONTACT NAME: PHONE o Fx„ 760-262-9545 IAC,Nn,760-262-9059 E-MAIL ADDRESS: ericstankis@stancoinsuranceservices .com INSURER(S) AFFORDING COVERAGE NAIC# INSURER A: Hartford Casualty Ins. Co. 29424 INSURER B: Employers Compensation Ins. 37885 INSURER C . INSURER D : INSURER E. INSURER F : 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. INSR LTR TYPE OF INSURANCE AUUL INSR bUtlR WVD POLICY NUMBER POLICY EFF (MM/DD/YYYYI POLICY EXP (MM/DD/YYYY LIMITS A A GENERAL LIABILITY X COMMERCIAL GENERAL LIABILITY 1 CLAIMS -MADE OCCUR GEN'L AGGREGATE LIMIT APPLIES PER' PRO- POLICYIPCTIPCT LOC AUTOMOBILE LIABILITY X ANY AUTO ALL OWNED AUTOS HIRED AUTOS SCHEDULED AUTOS NON -OWNED AUTOS Y Y 59SBAPI1876 59SBAPI1876 06/15/15 06/15/15 06/15/16 06/15/16 EACH OCCURRENCE DAMAGE 10 RENIEU PREMISES (Ea occurrence) MED EXP (Any one person) PERSONAL & ADV INJURY GENERAL AGGREGATE $ 1,000,000 $ 300 000 $ 10 000 s 1,000,000 2,000,000 PRODUCTS - COMP/OPAGG $ 2,000,000 COMBINED SINGLE LIMIT (Ea accident) BODILY INJURY (Per person) -s 1,000,000 BODILY INJURY (Per accident) PROPERTY DAMAGE (Per accident) A B X UMBRELLA LIAB EXCESS LIAB DED 1 J RETENTIONS X OCCUR CLAIMS -MADE 59SBAPI1876 06/15/15 06/15/16 EACH OCCURRENCE 1,000,000 AGGREGATE 1,000,000 WORKERS COMPENSATION AND EMPLOYERS' LIABILITY ANY PROPRIETOR/PARTNER/EXECUTIVE OFFICER/MEMBER EXCLUDED, (Mandatory in NH) If yes, describe under DESCRIPTION OF OPERATIONS below Y/N N/A Y EIG 1507865 03 06/11/15 06/11/16 X I WC STATU- I I OTH- TORY I IMITS FR E.L. EACH ACCIDENT 1,000,000 E.L. DISEASE - EA EMPLOYEE E.L. DISEASE - POLICY LIMIT ,000,000 1,000,000 DESCRIPTION OF OPERATIONS / 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: Cove Oasis Trailhead Improvements, Project No. 2015-11 **30 DAY NOTICE OF C CELLATION** CERTIFICATE HOLDER CANCELLATION City Of La Quinta 78495 Calle Tampico La Quinta, CA 92253 Attn: mcasillas@la-quinta.org ACORD 25 (2010/05) SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS AUTHORIZED REPRESENTATIVE © 1988-2010 ACORD CORPORATION. All rights reserved. The ACORD name and logo are registered marks of ACORD BUSINESS LIABILITY COVERAGE FORM Form SS 00 08 04 05 © 2005, The Hartford QUICK REFERENCE BUSINESS LIABILITY COVERAGE FORM READ YOUR POLICY CAREFULLY BUSINESS LIABILITY COVERAGE FORM Beginning on Page A. COVERAGES 1 Business Liability 1 Medical Expenses 2 Coverage Extension - Supplementary Payments 2 B. EXCLUSIONS 3 C. WHO IS AN INSURED 10 D. LIABILITY AND MEDICAL EXPENSES LIMITS OF INSURANCE 14 E. LIABILITY AND MEDICAL EXPENSES GENERAL CONDITIONS 15 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 Form SS 00 08 04 05 BUSINESS LIABILITY UTnwr COVERAGE FORM Various 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 words "we", "us" and "our" refer to the stock insurance company member of The Hartford providing this insurance. The word "insured" means any person or organization 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 1. BUSINESS LIABILITY COVERAGE (BODILY INJURY, PROPERTY DAMAGE, PERSONAL AND ADVERTISING INJURY) Insuring Agreement a. We will pay those sums that the insured becomes legally obligated to pay as damages because of "bodily injury", "property damage" or "personal and advertising injury" to which this insurance applies. We will have the right and duty to defend the insured against any "suit" seeking those damages. However, we will have no duty to defend the insured against any "suit" seeking damages for "bodily injury", property damage" or personal and advertising injury" to which this insurance does not apply. We may, at our diaonetion, investigate any occurrence or offense and settle any claim or suit that may result. But: (1) The amount we will pay for damages is limited as described in Section D. - Liability And Medical Expenses Limits Of Insurance; and (2) Our right and duty to defend ends when we have used up the applicable limit of insurance in the payment of judgments, selllements or medical expenses to which this insurance applies. No other obligation or Iiability to pay sums or perform acts or services is covered unless explicitly provided for under Coverage Extension - Supplementary Payments. b. This insurance appUes: (1) To "bodily injury" and "property damage" only if: (a) The "bodily injury" or "property damage" is caused by an "occurrence" that takes place in the "coverage territory"; (b) The "bodily injury" or "property damage" occurs during the policy period; and (c) Prior to the policy pehud, no insured listed under Paragraph 1. of Section C. — Who Is An Insured and no employee' authorized by you to give or receive notice of an "occurrence" or claim, knew that the bodily injury or "property damage" had 000urned, in whole or in part. If such a listed insured or authorized "employee" knew, prior to the policy pehod, that the "bodily irjury" or "property damage" ouourned, then any oonUnuaUon, change or resumption of such "bodily injury" or "property damage" during or after the policy period will be deemed to have been known prior to the policy period. (2) To "personal and advertising injury" caused by an offense arising out of your buoinena, but only if the offense was committed in the "coverage territory" during the policy period. c. "Bodily injury" or property damage will be deemed to have been known to have occurred at the earliest time when any insured Iisted under Paragraph 1. of Section C. — Who Is An Insured or any employee authorized by you to give or receive notice of an occurrence or claim: (1) Reports all, or any part, of the "bodily injury' or "property damage" to us or any other insurer; Form SS 00 08 04 05 Page 1 of 24 © 2005, The Hartford BUSINESS LIABILITY COVERAGE FORM (2) Receives a written or verbal demand or claim for damages because of the "bodily injury or property damage; or Becomes aware by any other means that "bodily injury" or "property damage" has occurred or has begun to occur. d. Damages because of bodily injury" include damages claimed by any person or organization for care, loss of services or death resulting at any time from the "bodily injury". e. Incidental Medical Malpractice (1) "Bodily injury" arising out of the rendering of or failure to render professional health care services as a physioian, denUnt, nuree, emergency medical technician or paramedic shall be deemed to be caused by an occurrence, but only if (a) The phyaician, dendst, nuree, emergency medical technician or paramedic is employed by you to provide such services; and (b) You are not engaged in the business or occupation of providing such services. (2) For the purpose of determining the limits of insurance for ncidental medical ma|pnactioo, any act or omission together with all related acts or omissions in the furnishing of these services to any one person will be considered one occurrence. (3) 2. MEDICAL EXPENSES Insuring Agreement a. We will pay medical expenses as described below for "bodily injury" caused by an accident: (1) On premises you own or rent; (2) On ways next to premises you own or rent; or . (3) Because of your operations; provided that: The accident takes place in the "coverage territory" and during the policy period; The expenses are incurred and reported to us within three years of the date of the aooidentand . The injured person submits to examination, at our oxpenae, by physicians of our choice as often as we reasonably require. b. We will make these payments regardless of fault. These payments will not exceed the applicable limit of insurance. We will pay reasonable expenses for (1) First aid administered at the time of an accident; (2) Necessary medico|, surgical, x-ray and dental een/ioen, including prosthetic devices; and (3) Necessary ambu|anoe, hospito|, professional nursing and funeral services. 3. COVERAGE EXTENSION - SUPPLEMENTARY PAYMENTS a. We will pay, with respect to any claim or "suit" we investigate or settle, or any suit against an insured we defend: (1) All expenses we incur. (2) Up to $1,000 for the cost of bail bonds required because of accidents or traffic law violations arising out of the use of any vehicle to which Business Liability Coverage for bodily injury applies. We do not have to furnish these bonds. The cost of appeal bonds or bonds to release a#echmenta, 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 requesto assist us in the investigation or defense of the claim or ^ouh., including actual loss of earnings up to $500 a day because of time off from work. All costs taxed against the insured in the "suir. (6) Prejudgment interest awarded against the insured on that part of the judgment we payIf we make an offer to pay the applicable limit of insurance, we will not pay any prejudgment interesbased on that period of time after the offer. 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) (3) (5) (7) Page 2 of 24 Form SS 00 08 04 05 b. If we defend an insured against a "suit" and an indemnitee of the insured is also named as a party to the ^ouh., we will defend that indemnitee if all of the foliowing conditions are met: (1) The "suit" against the indemnitee seeks damages for which the insured has assumed the liability of the indemnitee in a contract or agreement that is an "insured contract"; (2) This insurance applies to such liability assumed by the insured; The obligation to defend, or the cost of the defense of, that indemni0ee, has also been assumed by the insured in the same "insured contract; (4) The allegations in the "suit" and the information we know about the "occurrence" are such that no conflict appears to exist between the interests of the insured and the interest of the indemnitee; The indemnitee and the insured ask us to conduct and control the defense of that indemnitee against such "suit" and agree that we can assign the same counsel to defend the insured and the indemnitee; and (6) The indemnitee: (a) Agrees in writing to: (i) Cooperate with us in the investigaUon, settlement or defense ofthe ^nui�� . (ii) Immediately send us copies of any demando, notinea, summonses or legal papers received in connection with the "suit"; (iii) Notify any other insurer whose coverage is available to the indemnitee; and (iv) Cooperate with us with respect to coordinating other applicable insurance available to the indemnitee; and (b) Provides us with written authorization to: (i) Obtain records and other information related to the ^nuiY'; and (ii) Conduct and control the defense of the indemnitee in such "suit". (3) (5) BUSINESS LIABILITY COVERAGE FORM So long as the above conditions are met, 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. — Exo|ueiono, such payments will not be deemed to be damages for "bodily injury" and "property damage and will not reduce the Limits of Insurance. Our obligation to defend an insureds 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 Ionger met. B. EXCLUSIONS 1. Applicable To Business Liability Coverage This insurance does not apply to: a. Expected Or Intended lnjury (1) "Bodily injury" or "property damage" expected or intended from the standpoint of the insured. This exclusion does not apply to "bodily injury" or property damage" resulting from the use of reasonable force to protect persons or property; or (2) "Personal and advertising injury" arising out of an offense committed by, at the direction of or with the consent or acquiescence of the insured with the expectation of inflicting "personal and advertising injury". b. Contractual Liability (1) Bodily injury or property damage; or (2) Personal and advertising injuryp for which the insured is obligated to pay damages by reason of the assumption of 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 Form SS 00 08 04 05 Page 3 of 24 BUSINESS LIABILITY COVERAGE FORM (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 contract", 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 provided: (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. c. Liquor Liability "Bodily injury" or "property damage" for which any insured may be held liable by reason of: (1) Causing or contributing to the intoxication of any person; (2) The furnishing of alcoholic beverages to a person under the legal drinking age or under the influence of alcohol; or Any nbatute, ordinance or regulation relating to the sale, gift, distribution or use of alcoholic beverages. This exclusion applies only if you are in the business of manuhaotuhnO, disthbuhng, neUing, serving or furnishing alcoholic beverages. d. Workers' Compensation And Similar Laws Any obligation of the insured under a workers' oompeneation, disability benefits or unemployment compensation law or any similar Iaw, e. Employer's Liability "Bodily injury to: (1) An "employee" of the insured arising out of and in the course of: (3) (a) Employment by the insured; or (b) Performing duties related to the conduct of the insured's business, or (2) The apouoe, ohi|d, parent, brother or sister of that "employee" as a consequence of (1) above. This exclusion applies: (1) Whether the insured may be liable as an employer or in any other capacity; and (2) To any obligation to share damages with or repay someone else who must pay damages because of the injury. This exclusion does not apply to liability assumed by the insured under an "insured f. Pollution (1) "Bodily injury'. "property damage" or "personal and advertising injury" arising out of the octua|, alleged or threatened diaohorge, dieperna|, aeepage, mignahon, release or escape of "pollutants": (a) At or from any premineu, site or location which in or was at any time owned or occupied by, or rented or loaned to any insured. Hnwever, this subparagraph does not apply to: (i) Bodily injury if sustained within a building and caused by amoke, h/mea, vapor or soot produced by or originating from equipment that is used to heat, cool or dehumidify the bui|ding, or equipment that is used to heat water for personal use, by the buildings occupants or their guests; (ii) "Bodily injury" or "property damage for which you may be held |iab|e, if you are a contractor and the owner or Iessee of such premises, site or location has been added to your policy as an additional insured with respect to your ongoing operations performed for that additional insured at that pvamioen, site or location and such pvemioen, site or location is not and never was owned or occupied by, or rented or loaned to, any insured, other than that additional insured; or Page 4 of 24 Form SS 00 08 04 05 (iii) "Bodily injury' or "property damage" arising out of heat, smoke or fumes from a "hostile fire"; (b) At or from any premiaeo, site or location which is or was at any time used by or for any insured or others for the hand|ing, stonage, diopoaa|, processing or treatment of waste; . (c) Which are or were at any time tnannported, hand|ed, etnped, treahed, disposed of, or processed as waste by or for: (i) Any insured; or (ii) Any person or organization for whom you may be legally responsible; (d) At or from any pnemisea, site or location on which any insured or any contractors or subcontractors working directly or indirectly on any insureds behalf are performing operations if the "pollutants" are brought on or to the premioea, site or location in connection with such operations by such inauned, contractor or subcontractor. However, this subparagraph does not apply to: (i) "Bodily injury" or "property damage arising out of the escape of fuels, lubricants or other operating fluids which are needed to perform the normal e|ectrioa|, hydraulic or mechanical functions necessary for the operation of mobile equipment or its parts, if such fuels, lubricants or other operating fluids escape from a vehicle part designed to hold, store or receive them. This exception does not apply if the "bodily injury" or "property damage" arises out of the intentional discharge, dispersal or release of the fuels, lubricants or other operating Ouida, or if such fuels, lubricants or other operating fluids are brought on or to the preminee, site or location with the intent that they be discharged, dispersed or BUSINESS LIABILITY COVERAGE FORM released as part of the operations being performed by such ineuned, contractor or subcontractor; (ii) "Bodily injury" or "property damage" sustained within a building and caused by the release of geaea, fumes or vapors from materials brought into that building in connection with operations being performed by you or on your behalf by a subcontractor;contractor oror (iii) "Bodily injury" or "property damage" arising out of heat, smoke or fumes from a "hostile fire"; or (e) At or from any pemses, site or Iocation on which any insured or any contractors or subcontractors working directly or indirectly on any insured's behalf are performing operations if the operations are to test for, monitor, clean up, n+move, nontuin, tneat, detoxify or neutna|izo, or in any way respond to, or assess the effects of, pollutants. (2) Any loss, cost or expense arising out of any: (a) Request, demand, orer or statutory or regulatory requirement that any insured or others test for, monitor, clean up, remove, oontoin, treat, detoxify or neutna|ize, or in any way respond to, or assess the effects of, "pollutants"; or (b) Claim or suit by or on behalf of a governmental authority for damages because of testing for, monitoring, cleaning up, vemoving, oontuining, treaUng, detoxifying or neutra|izing, or in any way responding to, or assessing the effects of, pollutants. However, this paragraph does not apply to liability for damages because of "property damage" that the insured would have in the absence of such vequest, demond, order or statutory or regulatory requiroment, or such claim or "suit" by or on behalf of a governmental authority. Form SS 00 08 04 05 Page 5 of 24 BUSINESS LIABILITY COVERAGE FORM g. Aircraft, Auto Or Watercraft "Bodily injury" or "property damage" arising out of the mwnenohip, maintenonoe, use or entrustment to others of any aircraft, "auto" or watercraft owned or operated by or rented or loaned to any insured. Use includes operation and "loading or unloading. This exclusion applies even if the claims against any insured allege negligence or other wrongdoing in the oupeminion, hiring, emp|oyment, training or monitoring of others by that inouved, if the ''000urvenoe" which caused the "bodily injury" or "property damage" involved the mwnemhip, mainhenanoe, use or entrustrnent to others of any aircraft, "auto" or watercraft that is owned or operated by or rented or Ioaned to any insured. This exclusion does not apply to: (1) A watercrafwhile ashore on premises you own or rent; (2) A watercraft you do not own that is: (a) Less than 51 feet long; and (b) Not being used to carry persons for a charge; Parking an "auto" on, or on the ways next to, premises you own or rent, provided the "auto" is not owned by or rented or loaned to you or the insured; (4) Liability assumed under any "insured contract" for the ownerahip, maintenance or use of aircraft or watercraft; "Bodily injury' or "property damage" arising out of the operation of any of the equipment Iisted in Paragraph f.(2) or f.(3) of the definition of "mobile equipmenr; or (6) An aircraft that is not owned by any insured and is hired, chartered or Ioaned with a paid crew. Hmwevor, this exception does not apply if the insured has any other insurance for such bodily injury" or "property domage^, whether the other insurance is primary, exoeae, contingent or on any other basis, h. Mobile Equipment "Bodily injury" or "property damage" arising out of: (1) The transportation of "mobile equipment by an "auto" owned or operated by or rented or loaned to any insured; or (3) (5) (2) The use of mobile equipmenr in, or while in practice or preparation for, a prearranged raoing, speed or demolition contest or in any stunting activity. i. War "Bodily injury", "property damage" or "personal and advertising irjury", however oauned, ahning, directly or indirectly, out of: (1) War, including undeclared or civil war; (2) Warlike action by a military force, including action in hindering or defending against an actual or expected a#aok, by any government, sovereign or other authority using military personnel or other agents; or |naurrention, rebeUion, navo|uUon, usurped power, or action taken by governmental authority in hindering or defending against any of these. Professional Services "Bodily injury'. "property damage" or "personal and advertising injury" arising out of the rendering of or failure to render any professional service. This includes but is not limited to: (1) Lega|, accounting or advertising services; (2) Peparing, oppmvng, or failing to prepare or approve maps, shop drowinga, opiniona, neports, aunaeys, field ord*m, change ordera, designs or drawings and specifications; Supervioory, inapection, architectural or engineering activities; (4) yWedkm|, aurgica|, denba|, x-ray or nursing services treatment, advice or instruction; Any health or therapeutic service treatment, advice or instruction; (6) Any servioe, treatment, advice or instruction for the purpose of appearance or skin enhancement, hair removal or replacement or personal grooming; Optical or hearing aid services including the pnenoribing, pvepanadon, fi#ing, demonstration or distribution of ophthalmic lenses and similar products or hearing aid devices; ]. (3) (3) (5) (7) Page 6 of 24 Form SS 00 08 04 05 (� (8) Optometry or optometricservices butnot |imhedVoexaminadon of the eyes and the prescribing, fitUng.demonn8ohon or distribution of ophthalmic lenses and similar products; (9) Any: (a) Body piercing (not including ear piercing); (b) Tattooing, including but not limited hu the insertion of pigments into r . under the skin; and (c) Similar services; (10) Services in the practice of pharmacy; and (11) Computer consulting, design or programming nervioen, including web site design. Paragraphs (4) and (5) of this exclusion do not apply to the IncidentalMedical coverage afforded under Paragraph 1.m.inSection ��.'Coverages. k. Oenna@eToPrmpa�y ^Prope�ydamage''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, vep|aoement, enhanoement, restoration or maintenance of such property for any veanon, including prevention of injury to a person or damage b,another's prope�y; (2) Premises you sell, give away or abandon, ifthe ^propa�ydomoge''arises out ofany pa�ofthose premises; (3) (4) Personal property in the care, custody oroon�o|ofthe insured; That particular part of real property on which you or any contractors or subcontractors working directly or indirectly on your behalf are performingoperations, if the "property damage" arises out ofthose openadonn;or (6) That particular part of any property that must be restored, repaired or replaced because "your work" was innonect|ype�onnedonit. Property loaned to you; (5) BUSINESS LIABILITY COVERAGE FORM (1), (3) and (4) of this do not apply to "property damage" (other than damage by fire) to pnemioeo, including the contents of such premiaeo, 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 lnsurance. Paragraph (2) of this exclusion does not apply if the premises are "your work'' and were never onoupiod, rented or held for rental by you. Paragraphs (3) and (4) of this exclusion do not apply to the use of elevators. Paragraphs (3), (4), (5) and (6) of this exclusion do not apply to Iiability assumed under a sidetrack agreement. Paragraphs (3) and (4) of this exclusion do not apply to "property damage" to borrowed equipment while not being used hopo�onnoperations atajob site. Paragraph (6) of this exclusion does not apply to^prope�ydemage''included inthe "products -completed operations hazard". |. OennagaTo��ourProduct "Property damage" to your product" arising out ofitorany pa�ofit. m. Damage To Your Work "Property demage''Vm "your vvorh'' arising out ofitorany pa�ofitand included inthe ^produnto'oomp|etedoperations hazard'' This exclusion does not apply if the damaged work or the work out of which the damage arises vvaope�ormedonyour behalf by a subcontractor. n. Damage To Impaired Property OrPropertyNotPhyoiom||y|njured ''Prnpertydamage" to "impaired property" or property that has not been physically injured, arising out of: (1) A defeot, dofioionny, inadequacy or dangerous condition in "your product" or"your work^; or (2) A delay or failure by you or anyone acting on your behalf to perform a contract or agreement in accordance with its terms. This exclusion does not apply to the loss of use of other property arising out of sudden and accidental physical injury to "your product' or your work after it has been put to its intended use. Form SS 00 08 04 05 Page 7 of 24 BUSINESS LIABILITY COVERAGE FORM o. Recall Of Products, Work Or Impaired Property Damages claimed for any |oaa, cost or expense incurred by you or others for the loss of use, vvithdnawa|, neoaU, inapendon, repair, rep|aoement, adjuotment, removal or disposal of: (1) "Your product"; (2) "Your work";or (3) "Impaired property"; if such product, work or property is withdrawn or recalled from the market or from use by any person or organization because of a known or suspected dofeot, defioienoy, inadequacy or dangerous condition in it. p. Personal And Advertising Injury "Personal and advertising njury": (1) Arising out of oral, written or elecronic publication of material, if done by or at the direction of the insured with knowledge of its falsity; (2) Arising out of oral, written or electronic publication of material whose first publication took place before the beginning of the policy period; Arising out of a criminal accommitted by or at the direction of the insured; (4) Arising out of any breach of contract, except an implied contract to use another's "advertising idea" in your "advertisement"; Arising out of the failure of goodo, products or services to conform with any statement of quality or performance made in your "advertisement"; (6) Arising out of the wrong description of the price of goods, products or services; Arising out of any violation of any intellectual property rights such as nopyhght, pahent, hademerk, trade name, trade aennet, service mark or other designation of origin or authenticity. However, this exclusion does not apply to infringement, in your "advertisement", of (a) Copyright; (b) Slogan, unless the slogan is also a hademark, trade name, service mark or other designation of origin or authenticity; or (3) (5) (7) (8) kM (c) Title of any literary or artistic work; Arising out of an offense committed by an insured whose business is: (a) Advertiaing, broodcaeting, publishing or telecasting; (b) Designing or determining content of web sites for others; or (c) An Internet aearoh, access, content or service provider. However, this exclusion does not apply to Paragraphs a., b. and c. under the definition of "personal and advertising injury" in Section G. — Liability And Medical Expenses Definitions. For the purposes of this exn|usion, placing an "advertisement" for or linking to others on your web site, by itoe|f, is not considered the business of advertining, broadnaxting, publishing or telecasting; Arising out of an electronic chat room or bulletin board the insured hoatn, ovvne, or over which the insured exercises control; (10) Arising out of the unauthorized use of another's name or product in your e-mail address, domain name or metatags, or any other similar tactics to mislead another's potential customers; (11) Arising out of the violation of a person's right of privacy created by any state or federal act. However, this exclusion does not apply to liability for damages that the insured would have in the absence of such state or federal act; . (12) Arising out of: (a) An "advertisement" for others on your web site; (b) Placing a link to a web site of others on your web site; (c) Content from a web site of others displayed within a frame or border on your web site. Content includes informohon, code, aounda, text, graphics or images; or (d) Computer code, software or programming used to enable: (i) Your web site; or (ii) The presentation or functionality of an "advertisemenr or other Page 8 of 24 Form SS 00 08 04 05 (13) Arising out of a violation of any anti- trust law; nU'Unut|aw� . (14) Arising out of the fluctuation in price or value of any atomke, bonds or other securities; or (15) Arising out of discrimination or humiliation committed by or at the direction of any "executive officor", director, ohockho|der, partner or member of the nsured, q. Electronic Data Damages arising out of the loss of, loss of use of, damage to, corruption of, inability to aooeen, or inability to manipulate "electronic data" r Employment -Related Practices "Bodily injury' or "personal and advertising injury" to: (1) A person arising out of any: (a) Refusal to employ that person; (b) Termination of that person's employment; or (c) Employment-related praohoen, pdiciea, acts or omissions, such as ooevoion, demodon, eva|uahon, neaonignment, dinoip|ine, defamation, harassment, humiliation or discrimination directed at that person; or (2) The apouoe, ohi|d, parent, brother or sister of that person as a consequence of "bodily injury" or "personal and advertising injury" to the person at whom any of the employment-related practices described in Paragraphs (a), (b), or (c) above is directed. This exclusion applies: (1) Whether the insured may be liable as an employer or in any other capacity; and (2) To any obligation to share damages with or repay someone else who must pay damages because of the injury. s. Asbestos (1) "Bodily injury", "property damage" or "personal and advertising injury" arising out of the 'asbestos hazard'. (2) Any damogea, judgments, settlements, Ioss, costs or expenses that: BUSINESS LIABILITY COVERAGE FORM (a) May be awarded or incurred by reason of any claim or suit alieging actual or threatened njury or damage of any nature or kind to persons or property which would not have occurred in whole or in part but for the 'asbestos hazard; (b) Arise out of any request, demand, order or statutory or regulatory requirement that any insured or others test for, monitor, clean up, remove, enoapau|ate, oontain, treot, detoxify or neutralize or in any way respond to or assess the effects of an asbestos hazard'; or (c) Arise out of any claim or suit for damages because of testing for, monihzhng, cleaning up, namoving, enoapnu|ahng, nontaining, treadng, detoxifying or neutralizing or in any way responding to or assessing the effects of an "asbestos hazard'. t. Violation Of Statutes That Govern E - Mails, Fax, Phone Calls Or Other Methods Of Sending Material Or Information "Bodily injury''. "property damage''. or "personal and advertising irjury" arising directly or indirectly out of any action or omission that violates or is alleged to violate: (1) The Telephone Consumer Protection Act (TCPA), including any amendment of or addition to such law; . (2) The CAN -SPAM Act of 2003, including any amendment of or addition to such law; or Any statute, ordinance or regulatim, other than the TCPA or CAN -SPAM Ac of 2003, that prohibits or limits the sending, transmitting, communicating or distribution of material or information. Damage To Premises Rented To You — Exception For Damage By Fire, Lightning or Explosion Exclusions c. through h. and k. through m. do not apply to damage by fire, lightning or explosion to premises rented to you or temporarily occupied by you with permission of the owner. A separate Limit of Insurance applies to this coverage as described in Section O. - Liability And Medical Expenses Limits Of Insurance. (3) Form SS 00 08 04 05 Page 9 of 24 BUSINESS LIABILITY COVERAGE FORM 2. Applicable To Medical Expenses Coverage We will not pay expenses for "bodily injury: a. Any Insured To any insured, except volunteer workers. b. Hired Person To a person hred to do work for or on behalf of any insured or a tenant of any insured. c. Injury On Normally Occupied Premises To a person injured on that part of premises you own or rent that the person normally occupies. d. Workers' Compensation And Similar Laws To a peroon, whether or not an "employee" of any innured, if benefits for the "bodily injury" are payable or must be provided under a workers' compensation or disability benefits Iaw or a similar Iaw. e. Athletics Activities To a person injured while praoUong, instructing or participating in any physical exercises or gamee, sports or athletic contests. Products -Completed Operations Hazard Included with the "products -completed operations hazard". Business Liability Exclusions Excluded under Business LiabiUty Coverage. C. WHO IS AN INSURED 1. If you are designated in the Declarations as: a. An individuo|, you and your spouse are inauredn, but only with respect to the conduct of a business of which you are the sole owner. b. A partnership or joint venture, you are an insured. Your members, your partners, and their spouses are also insureds, but only with respect to the conduct of your business. c. A limited liability oompony, you are an insured. Your members are also inaunedo, but only with respect to the conduct of your business. Your managers are insureds, but only with respect to their duties as your managers. d. An organization other than a partnemhip, joint venture or Iimited Iiability company, you are an insured. Your 'executive officers° and directors are inounedo, but only with respect to their duties as your officers or directors. Your stockholders are also insureds, but only with respect to their liability as stockholders. g. e. A trust, you are an insured. Your trustees are also inauredo, but only with respect to their duties as trustees. 2. Each of the foliowing is also an insured: a. Employees And Volunteer Workers Your "volunteer workers" only while performing duties related to the conduct of your business, or your ^emp|oyeea^, other than either your "executive officers" o�ioero(ifyou are an organization other than a partnerahip, joint venture or limited liability company) or your managers (if you are a limited liability oompany), but only for acts within the scope of their employment by you or while performing duties related to the conduct of your business. However, none of these "employees" or "volunteer workers" are nsureds for: (1) "Bodily irjury" or "personal and advertising injury": (a) To you, to your partners or members (if you are a partnership or joint venture), to your members (if you are a limited liability oompany), or to a co -"employee" while in the course of his or her employment or performing duties related to the conduct of your buaineoo, or to your other "volunteer workers" while performing duties related to the conduct of your business; (b) To the apouee, ohi|d, parent, brother or sister of that co - "employee" or that "volunteer worker" as a consequence of Paragraph (1)(a) above; (c) For which there is any obligation to share damages with or repay someone else who must pay damages because of the injury described in Paragraphs (1)(a) or (b) above; or (d) Arising out of his or her providing or failing to provide professional health care services. If you are not in the business of providing professional health care services, Paragraph (d) does not apply to any nurse, emergency medical technician or paramedic employed by you to provide such services. (2) Property damage to property: (a) Owned, occupied or used by, Page 10 of 24 Form SS 00 08 04 05 (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). b. Real Estate Manager Any person (other thari your 'employee" or "volunteer worker), or any organization while acting as your real estate manager. c. Temporary Custodians Of Your Property Any person or organization having proper temporary custody of your property if you die, but only: (1) With respect to Ilability arising out of the maintenance or use of that property; and (2) Until your legal representative has been appointed. d. Legal Representative If ¥ou Die Your legal representative if you die, but only with respect to duties as such, That representative will have all your rights and duties under this insurance, e. Unnamed Subsidiary Any subsidiary and subsidiary thereofof yours which is a legally incorporated entity of which you own a financial interest of more than 50Y6 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 portnonohip, joint venture or limited liability oompany, and over which you maintain financial interest of more than 50% of the voting atock, 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 BUSINESS LIABILITY COVERAGE FORM b. Coverage under this provision does not apply to: (1) "Bodily injury" or "property damage" that occurred; or (2) "Personal and advertising injury" arising out of an offense committed before you acquired or formed the organization. 4. Operator Of Mobile Equipment With respect to "mobile equipment" registered in your name under any motor vehicle registration |evv, any person is an insured while driving such equipment along a public highway with your permission. Any other person or organization responsible for the conduct of such person is also an inaured, but only with respect to liability arising out of the operation of the equipment, and only if no other insurance of any kind is available to that person or organization for this liability. However, no person or organization is an insured with respect to: a. "Bodily injury" to a co -"employee" of the person driving the equipment; or b. "Property damago" 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. 5. Operator of Nonowned Watercraft With respect to watercraft you do not own that is less than 51 feet long and is not being used to carry persons for a charge, any person 5 an insured while operating such watercraft with your permission. Any other person or organization responsible for the conduct of such person is also an inoured, but only with respect to liability arising out of the operation of the vvotennraft, 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. G. Additional Insureds When Required By Written Contract, Written Agreement Or Permit The person(s) or organization(s) identified in Paragraphs a. through f. below are additional insureds when you have ognaed, in a written Form SS 00 08 04 05 Page 11 of 24 BUSINESS LIABILITY COVERAGE FORM contract, written agreement or because of a permit issued by a state or political eubdivioion, that such person or organization be added as an additional insured on your po|ioy, provided the injury or damage occurs subsequent to the execution of the contract or agreement, or the issuance of the permit. A person or organization is an additional insured under this provision only for that period of time required by the contract, agreement or permit. However, no such person or organization is an additional insured under this provision if such person or organization is included as an additional insured by an endorsement issued by us and made a part of this Coverage Part, including all persons or organizations added as additional insureds under the specific additional insured coverage grants in Section F. — Optional Additional Insured Coverages. a. Vendors Any person(s) or organization(s) (referred to below as vendor), but only with respect to "bodily injury" or property damage arising out of your products which are distributed or sold in the regular course of the vendo/a business and only if this Coverage Part provides coverage for "bodily injury" or "property damage" included within the "products -completed operations hazard. (1) The nsurance afforded to the vendor is subject to the following additional exclusions: This insurance does not apply to: (a) "Bodily injury" or "property damage" for which the vendor is obligated to pay damages by reason of the assumption of liability in a contract or agreement. This exclusion does not apply to liability for damages that the vendor would have in the absence of the contract or agreement; (b) Any express warranty unauthorized by you; (c) Any physical or chemical change in the product made intentionally by the vendor; (d) Repaokaging, except when unpacked solely for the purpose of inapection, demonntrahon, testing, or the substitution of parts under instructions from the manufaduver, and then repackaged in the original container; (e) Any failure to make such inapeotinnn, adjuntmentu, tests or servicing as the vendor has agreed to make or normally undertakes to make in the usual course of business, in connection with the distribution or sale of the products; (f) Demonstration, installation, servicing or repair operadono, except such operations performed at the vendo/o premises in connection with the sale of the product; Products whinh, after distribution or sale by you, have been labeled or relabeled or used as a container, part or ingredient of any other thing or substance by or for the vendor; or (h) "Bodily injury' or "property damage" arising out of the sole negligence of the vendor for its own acts or omissions or those of its employees or anyone else acting on its behalf. However, this exclusion does not apply to: (i) The exceptions contained in Subparagraphs (d) or (f); or (ii) Such innpeotionn, adjuo8nentn, tests or servicing as the vendor has agreed to make or normally undertakes to make in the usual course of buoineoo, in connection with the distribution or sale of the products. (2) This insurance does not apply to any insured person or organization from whom you have acquired such products, or any ingredient, part or oontainer, entering into, accompanying or containing such products. b. Lessors Of Equipment (1) Any person or organization from whom you lease equipment; but only with respect to their liability for "bodily injury", "property damage" or "personal and advertising injury" cauaed, in whole or in part, by your maintenanoe, operation or use of equipment leased to you by such person or organization. (g) Page 12 of 24 Form SS 00 08 04 05 (2) With respect to the insurance afforded to these additional inaunede. this insurance does not apply to any "000urpenoe" which takes place after you cease to lease that equipment. c. Lessors Of Land Or Premises (1) Any person or organization from whom you lease land or premises, but only with respect to liability arising out of the ownership, maintenance or use of that part of the land or premises Ieased to you. (2) With respect to the insurance afforded to these additional inouredo, this insurance does not apply to: (a) Any ^000urrenoe" which takes place after you cease to lease that land or be a tenant in that premises; or (b) Structural o|teraUona, 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 aunx*yor, but only with respect to liability for "bodily injury". "property damage" or personal and advertising injury" nauned, in whole or in part, by your acts or omissions or the acts or omissions of those acting on your behalf: (a) In connection with your premises; Or (b) In the performance of your ongoing operations performed by you or on your behalf. (2) With respect to the insurance afforded to these additional innuredn. the foliowing 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 prepahng, approving, or failure to prepare or approve, maps, shop drawinge, opiniona, repodo, eurveyn, field ondere, change ondem, designs or drawings and specifications; or (b) Suporvioory, inepeotion, architectural or engineering activities. BUSINESS LIABILITY COVERAGE FORM e. Permits Issued By State Or Political Subdivisions (1) Any state or political subdk/ision, but only with respect to operations performed by you or on your behalf for which the state or political subdivision has issued a permit. (2) With respect to the insurance afforded to these additional inoureda, this insurance does not apply to: (a) "Bodily injury", "property damage" or "personal and advertising injury" arising out of operations performed for the state or municipality; or (b) Bodily injury or property damage^ included within the "products - completed operations hazard". f. Any Other Party (1) Any other person or organization who is not an insured under Paragraphs a. through e. abovo, 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; (b) In connection with your premises owned by or rented to you; or (c) In connection with "your work" and included within the "products - completed operations hazard", products'oomp|ahedopenaUonohozard^. but only if (i) The written contract or written agreement requires you to provide such coverage to such additional insured; and (ii) This Coverage Part provides coverage for bodily injury" or "property damage" included within the "products - completed operations hazard" pnoductn'onmp|ehadoperetionohazand^ (2) With respect to the insurance afforded to these additional inauredo, this insurance does not apply to: "Bodily injury''. "property demage" or "personal and advertising injury" arising out of the rendering of, or the failure to nender, any professional orohitectuna|, engineering or surveying Form SS 00 08 04 05 Page 13 of 24 BUSINESS LIABILITY COVERAGE FORM (a) The preparing, approvng, or failure to prepare or approve, maps, shop dnawingo, opiniona, repode, ourveyn, field ondere, change ondere, designs or drawings and specifications; or (b) Suponvisory, inepenhon, architectural or engineering activities. The Jimits of insurance that apply to additional insureds are described in Section O.—Limita Of Insurance. 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 Conditions. No person or organization is an insured with respect to the conduct of any current or past partnemhip, joint venture or limited liability company that is not shown as a Named Insured in the Declarations, D. LIABILITY AND MEDICAL EXPENSES LIMITS OF INSURANCE 1. The Most We Will Pay The Limits of Insurance shown in the Declarations and the rules below fix the most we will pay regardless of the number of: a. Insureds; b. Claims made or "suits" brought; or c. Persons or organizations making claims or bringing "suits". 2. Aggregate Limits The most we will pay for: a. Damages because of "bodily injury" and "property domage" included in the "products -completed operations hazard" is the Products -Completed Operations Aggregate Limit shown in the Declarations. b. Damages because of all other "bodily injury", "property damage" or "personal and advertising injury'', including medical expenoee, is the General Aggregate Limit 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 |oto, or premises whose connection is interrupted only by a stneet, roadway or right-of-way of a railroad. 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 ovvner, arising out of fire, lightning or explosion. 3. Each Occurrence Limit Subject to 2.a. or 2.b abmvo, whichever app|ieo, 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 the Declarations. 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 ^penyona|endadvertiainginjury''auntainedby any one person or organization is the Personal and Advertising Injury Limit shown in the Declarations. 5. Damage To Premises Rented To ¥ou 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 exp|oeion, while rented to you or temporarily occupied by you with permission of the owner. 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 ovent, whether such damage results from fire, lightning or explosion or any combination of these. G. 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 esser of: a. The limits of insurance specified in a written rontraot, written agreement or permit issued by a state or political subdivision; or b. The Limits of Insurance shown in the Declarations, Such amount shall be a part of and not in addition to the Limits of Insurance shown in the Declarations and described in this Section. Page 14 of 24 Form SS 00 08 04 05 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^nuh^ However. this paragraph does not apply to the Medical Expenses 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 Iess than 12 months, starting with the beginning of the policy period shown in the Deo|anahona, unless the policy period is extended after issuance for an additional period of Iess than 12 months. In that case, the additional period will be deemed part of the Iast preceding period for purposes of determining the Limits of Insurance, E. LIABILITY AND MEDICAL EXPENSES GENERAL CONDITIONS 1. Bankruptcy Bankruptcy or insolvency of the insured or of the insureds estate will not relieve us of our obligations under this Coverage Part, 2. Duties In The Event Of Occurrence, Offenoa, Claim Or Suit a. Notice Of Occurrence Or Offense You or any additional insured must see to it that we are notified as soon as practicable of an ^000urvenoe" 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 The nature and location of any injury or damage arising out of the occurrence" or offense. b. Notice Of Claim If a claim is made or "suit" is brought against any ineuned, you or any additional insured must: (1) Immediately record the specifics ofthe claim or "suit" and the date received; . and (2) Notify us as soon as practicable. You or any additional insured must see to it that we receive a written notice of the claim or "suit" as soon as practicable. c. Assistance And Cooperation Of The Insured You and any other involved insured must: BUSINESS LIABILITY COVERAGE FORM (1) Immediately send us copies of any demando, nodoeo, summonses or legal papers received in connection with the claim or "suit"; (2) Authorize us to obtain records and other information; Cooperate with us in the investigation, settlement of the claim or defense against the "suir; and (4) Assist us, upon our request, in the enforcement of any right against any person or organization that may be liable to the insured because of injury or damage to which this insurance may also apply. d. Obligations At The Insureds Own Cost No insured vvi||, except at that insureds own cost, voluntarily make a payment, assume any ob|igohon, or incur any expenna, other than for first aid, without our consent. e. Additional Insureds Other Insurance If we cover a claim or "suit" under this Coverage Part that may also be covered by other insurance available to an additional inaurod, 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 contnaot, written agreement or permit that this insurance is primary and non-contributory with the additional insureds own insurance. f. Knowledge Of An Occurrence, Offense, Claim Or Suit Paragraphs a. and b. apply to you or to any additional insured only when such ^000urnenoe"offenae, claim or "suit" is known to: (1) You or any additional insured that is an individual; (2) Any partner, if you or an additional insured is a partnerhip; Any manager, if you or an additional insured is a limited liability company; (4) Any "executive officer" or insurance manager, if you or an additional insured is a corporation; Any truuteo, if you or an additional insured is a trust; or (6) Any elected or appointed official, if you or an additional insured is a political subdivision or public entity. (3) (5) Form SS 00 08 04 05 Page 15 of 24 BUSINESS LIABILITY COVERAGE FORM 8B This Paragraph f. applies separately to you and any additional insured. 3. Financial Responsibility Laws a. When this policy in certified as proof of financial responsibility for the future under the provisions of any motor vehicle financial responsibility |aw, 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 app|ieo, we will provide any |iabi|ib/, uninsured motorinte, underinsured mohoriets, no-fault or other coverage required by any motor vehicle law. We will provide the required limits for those coverages. 4. Legal Action Against Us 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. A person or organization may sue us to recover on an agreed settlement or on a final judgment against an insured; but we will not be liable for damages that are not payable under the terms of this 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 claimants legal representative. S. Separation Of Insureds Except with respect to the Limits of lnsurance, and any rights or duties specifically assigned in this policy to the first Named |neured, this insurance applies: a. As if each Named Insured were the only Named Insured; and b. Separately to each insured against whom a claim is made or "suit" is brought. G. Representations a. When You Accept This Policy By accepting this policy, you agree: (1) The statements in the Declarations are accurate and complete; (2) Those statements are based upon representations you made to us; and (3) We have issued 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. 7. Other Insurance If other valid and collectible insurance is available for a loss we cover under this Coverage Part, our obligations are limited as follows: a. Primary Insurance This insurance is primary except when b. below applies. If other insurance is also phmary, we will share with all that other insurance by the method described in c. below. b. Excess Insurance This insurance is excess over any of the other insurance, whether primary, excess, conUngent or on any other basis: (1) Your Work That is Fire, Extended Cnvenage, Bui|de/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; Tenant Liability That is nsurance 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 ouof the maintenance or use of aircraft, autos or watercraft to the extent not subject to Exclusion g. of SeoUonA.—Covenagen. 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, (3) (5) Page 16 of 24 Form SS 00 08 04 05 (6) When You Are Added As An Additional Insured To Other Insurance That is other insurance available to you covering liability for damages arising out of the premises or operations, or products and completed openationa, for which you have been added as an additional insured by that insurance; or When You Add Others As An Additional Insured To This Insurance That is other insurance available to an additional insured. Howevor, the following provisions apply to other insurance available to any person or organization who is an additional insured under this Coverage Part: (a) Primary Insurance When Required By Contract This insurance is primary if you have agreed in a written contract, written agreement or permit that this insurance be primary. If other insurance is also primory, we will share with all that other insurance by the method described in c. below. (b) Primary And Non -Contributory To Other Insurance When Required By Contract If you have agreed in a written oonhoot, written agreement or permit that this insurance is primary and non-contributory with the additional insureds own ineunanoe, this insurance is primary and we will not seek contribution from that other insurance. Paragraphs (a) and (b) do not apply to other insurance to which the additional insured has been added as an additional insured. When this insurance is exoenu, we will have no duty under this Coverage Part to defend the nsured against any suit if any other insurer has a duty to defend the insured against that "suit". If no other insurer de#»nds, we will undertake to do no, but we will be entitled to the insureds rights against aPI those other insurers, (7) When this insurance is excess over other inounanoe, we will pay only our share of the amount of the |oen, if any, that exceeds the sum of: (1) The total amount that all such other insurance would pay for the Ioss in the absence of this insurance; and (2) The total of all deductible and self- insured amounts under all that other insurance. We will share the remaining |nso, if any, with any other insurance that is not described in this Excess Insurance provision and was not bought specifically to apply in excess of the Limits of Insurance shown in the Declarations of this Coverage Part. c. Method Of Sharing If all the other insurance permits contribution by equal shares, we will follow this method also. Under this opproaoh, each insurer contributes equal amounts until it has paid its applicable limit of insurance or none of the loss remains, whichever comes first. If any of the other insurance does not permit contribution by equal nhareo, we will contribute by Iimits. Under this method, each insurer's share is based on the ratio of its applicable limit of insurance to the total applicable Iimits of insurance of aPI insurers. Q. Transfer Of Rights Of Recovery Against Others To Us a. Transfer Of Rights Of Recovery If the insured has rights to recover all or part of any payment, including Supplementary Payments, we have made under this Coverage Part, those rights are transferred to us. The insured must do nothing after loss to impair them. At our nequest, the insured will bring "suit" or transfer those rights to us and help us enforce them. This condition does not apply to Medical Expenses Coverage. b. Waiver Of Rights Of Recovery (Waiver Of Subrogation) If the insured has waived any rights of recovery against any person or organization for all or part of any payment, including Supplementary Paymentn, we have made under this Coverage Part, we also waive that right, provided the insured waived their rights of recovery against such person or organization in a oontnaot, agreement or permit that was executed prior to the injury or damage. Form SS 00 08 04 05 Page 17 of 24 BUSINESS LIABILITY COVERAGE FORM F. OPTIONAL ADDITIONAL INSURED COVERAGES If listed or shown as applicable in the Dedanationa, one or more of the following Optional Additional Insured Coverages also apply. When any of these Optional Additional Insured Coverages apply, Paragraph G. (Additional Insureds When Required by Written Contract, Written Agreement or Permit) of Section C., Who Is An |nnured, does not apply to the person or organization shown in the Declarations. These coverages are subject to the terms and conditions applicable to Business Liability Coverage in this po|ioy, except as provided below: 1. Additional Insured - Designated Person Or Organization WHO IS AN INSURED under Section C. is amended to include as an additional insured the person(s) or organization(s) shown in the Oeo|erationo, but only with respect to liability for "bodily injury". "property damage" or "personal and advertising injury" oaunod, 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; or b. In connection with your premises owned by or rented to you. 2. Additional Insured - Managers Or Lessors Of Premises a. WHO IS AN INSURED under Section C. is amended to include as an additional insured the person(s) or organization(s) shown in the Declarations as an Additional Insured - Designated Person Or Organization; but only with respect to liability arising out of the mwnemhip, maintenance or use of that part of the premises leased to you and shown in the Declarations. b. With respect to the insurance afforded to these additional innuredn, the following additional exclusions apply: This insurance does not apply to: (1) Any ^000urrenoe" which takes place after you cease to be a tenant in that premises; or (2) Structural a|tenationo, new construction or demolition operations performed by or on behalf of such person or organization. 3. Additional Insured - Grantor Of Franchise WHO IS AN INSURED under Section C. is amended to include as an additional insured the person(s) or organization(s) shown in the Declarations as an Additional Insured - Grantor Of Fnanohioo, but only with respect to their Iiability as grantor of franchise to you. 4. Additional Insured - Lessor Of Leased Equipment a. WHO IS AN INSURED under Section C. is amended to include as an additional insured the person(s) or organization(s) shown in the Declarations as an Additional Insured — Lessor of Leased Equipment, but only with respect to liability for "bodily injury", "property damage" or "personal and advertising injury caused, in whole or in part, by your maintenance, operation or use of equipment leased to you by such person(s) or organization(s). b. With respect to the insurance afforded to these additional insurede, this insurance does not apply to any occurrence which takes place after you cease to lease that equipment. 5. Additional Insured - Owners Or Other Interests From Whom Land Has Been Leased a. WHO IS AN INSURED under Section C. is amended to include as an additional insured the person(s) or organization(s) shown in the Declarations as an Additional Insured — Owners Or Other Interests From Whom Land Has Been Leaoed, but only with respect to liability arising out of the ownership, maintenance or use of that part of the land Ieased to you and shown in the Declarations. b. With respect to the insurance afforded to these additional inaureda, the following additional exclusions apply: This insurance does not apply to: (1) Any ^onourrenoe" that takes place after you cease to lease that land; or (2) Structural a|tonationa, new construction or demolition operations performed by or on behalf of such person or organization. G. Additional Insured - State Or Political Subdivision — Permits a. WHO IS AN INSURED under Section C. is amended to include as an additional insured the state or political subdivision shown in the Declarations as an Additional Page 18 of 24 Form SS 00 08 04 05 Insured — State Cr Political Subdivision - Pennits, but only with respect to operations performed by you or on your behalf for which the state or political subdivision has issued a permit. b. With respect to the insurance afforded to these additional inaureda, the following additional exclusions apply: This insurance does not apply to: (1) "Bodily injury''. "property demage" or "personal and advertising injury" arising out of operations performed for the state or municipaUty; or (2) "Bodily injury" or "property damage" included in the "product -completed operations" hazard. 7. Additional Insured — Vendors a. WHO IS AN INSURED under Section C. is amended to include as an additional insured the person(s) or organization(s) (referred to below as vendor) shown in the Declarations as an Additional Insured - Vendor, but only with respect to "bodily injury" or "property damage arising out of "your products" which are distributed or sold intheregu|arcounoeofthevendur'o business and only if this Coverage Part provides coverage for "bodily injury" or "property damage" included within the "products -completed operations hazard" b. The insurance afforded to the vendor is subject to the foliowing additional exclusions: (1) This insurance does not apply to: (a) "Bodily injury" or "property demage" for which the vendor is obligated to pay damages by reason of the assumption of liability in a contract or agreement. This exclusion does not apply to liability for damages that the vendor would have in the absence of the contract or agreement; (b) Any express warranty unauthorized by you; (c) Any physical or chemical change in the product made intentionally by the vendor; (d) Repaokaging, unless unpacked solely for the purpose of inspection, demonotxadon, tenting, or the substitution of parts under instructions from the manufaotuner, and then repackaged in the original container; BUSINESS LIABILITY COVERAGE FORM (e) Any failure to make such inupeoUonn, adjuohnento, tests or servicing as the vendor has agreed to make or normally undertakes to make in the usual course of buoineon, in connection with the distribution or sale of the products; (f) Demonstration, installation, servicing or repair operotiono, except such operations performed at the vendors premises in connection with the sale of the product; Products whioh, after distribution or sale by you, have been labeled or relabeled or used as a container, part or ingredient of any other thing or substance by or for the vendor; or (h) "Bodily injury" or "property damage" arising out of the sole negligence of the vendor for its own acts or omissions or those of its employees or anyone else acting on its behalf. However, this exclusion does not apply to: (i) The exceptions contained in Subparagraphs (d) or (f); or (ii) Such inapeoUono, adjustments, tests or servicing as the vendor has agreed to make or normally undertakes to make in the usual course of buaineua, in connection with the distribution or sale of the products. (2) This insurance does not apply to any insured person or organization from whom you have acquired such pnudunte, or any ingredient, part or oontainer, entering into, accompanying or containing such products. 8. Additional Insured — Controlling Interest WHO IS AN INSURED under Section C. is amended to include as an additional insured the person(s) or organization(s) shown in the Declarations as an Additional Insured — Controlling |nterent, but only with respect to their Iiability arising out of: a. Their financial control of you; or b. Premises they own, maintain or control while you lease or occupy these premises. Form SS 00 08 04 05 Page 19 of 24 BUSINESS LIABILITY COVERAGE FORM This insurance does not apply to structural a|herahono, new construction and demolition operations performed by or for that person or organization. 9. Additional Insured — Owners, Lessees Or Contractors — Scheduled Person Or Organization a. WHO IS AN INSURED under Section C. is amended to include as an additional insured the person(s) or organization(s) shown in the Declarations as an Additional Insured — Owner, Lessees Or Contractors, 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: (1) In the performance of your ongoing operations for the additional 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 "products -completed operations hazard" b. With respect to the insurance afforded to these additional ineureda. this insurance does not apply to "bodily injury", "property damoge" or "personal an advertising injury" arising out of the rendering of, or the failure to vender, any professional arohiteoturo|, engineering or surveying services, including: (1) The pvepahng, approvinQ, or failure to prepare or appnmve, maps, shop drawinge, opiniono, neportu, ourveya, field orders, change orders, designs or drawings and specifications; or (2) Suparviaory, inopeoUon, architectural or engineering activities, 10. Additional Insured — Co -Owner Of Insured Premises WHO IS AN INSURED under Section C. is amended to include as an additional insured the person(s) or Organization(s) shown in the Declarations as an Additional Insured — Co' Owner Of Insured Premieee, but only with respect to their liability as co-owner of the premises shown in the Declarations. The limits of insurance that apply to additional insureds are described in Section D. — Limits Of Insurance. 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 Conditions. G. LIABILITY AND MEDICAL EXPENSES DEFINITIONS 1. "Advertisement" means the widespread public dissemination of information or images that has the purpose of inducing the sale of goods, products or services through: Radio; . Television; Billboard; Magazine; Newspaper; b. The Internet, but only that part of a web site that is about gnodo, products or services for the purposes of inducing the sale of goods, products or services; or c. Any other publication that is given widespread public distribution. However, advertisement does not include: a. The deoign, printed maheria|, information or images contained in, on or upon the packaging or labeling of any goods or products; or b. An interactive conversation between or among persons through a computer network. 2. "Advertising idea" means any idea for an "advertisement". 3. "Asbestos hazard" means an exposure or threat of exposure to the actual or alleged properties of asbestos and includes the mere presence of asbestos in any form. 4. "Auto" means a land motor vehio|e, trailer or semi -trailer designed for travel on public vnado, including any attached machinery or equipment. But "auto" does not include ^mohi|eequipmenY' 5. Bodily injury means physical: a. Injury; b. Sickness; or c. Disease sustained by a person and, if arising out of the above, mental anguish or death at any time. 6. "Coverage territory" means: Page 3Omf24 Form SSDO80O4O5 a. The United States ofAmerica (including its territories and possessions), Puerto Rico and Canada; . b. International waters or airspace, but only if the injury or damage occurs in the course of travel or transportation between any places included in a. above; c. All other parts of the world if the injury or damage arises out of: (1) Goods or products made or sold by you in the territory described in a. above; (2) The activities of a person whose home is in the territory described in a. above, but is away for a short time on your business; or "Personal and advertising injury" offenses that take place through the Internet or similar electronic means of communication provided the insureds responsibility to pay damages is determined in the United States of America (including its territories and possessions), Puerto Rico or Canada, in a "suit" on the merits according to the substantive law in such terhtory, or in a settlement we agree to. 7. "Electronic data" means infnrmadnn, facts or programs: a. Stored aooron� . b. Created or used on; or c. Transmitted to or from computer eoftwane, including systems and applications ooftware, hard or floppy dinko. CD'ROMS, tapeo, dhvea, cells, data processing devices or any other media which are used with electronically controlled equipment. 8. "Employee" includes a "leased worker". "Employee" does not include a "temporary worker". 9. "Executive officer" means a person holding any of the officer positions created by your oharter, ooneUtuUon, by-laws or any other similar governing document. 10. "Hostile fire" means one which becomes uncontrollable or breaks out from where it was intended to be. 11. "Impaired property" means tangible property, other than your pvoduot" or "your work", that cannot be used or is Iess useful because: a. It incorporates your product" or "your work" that is known or thought to be defective, deficient, nadequate or dangerous; or (3) BUSINESS LIABILITY COVERAGE FORM b. You have failed to fulfill the terms of a contract or agreement; if such property can be restored to use by: a. The repair, rep|anement, adjustment or removal of "your product" or"your work^; or b. Your fulfilling the terms of the contract or agreement. 12. lnsured contract" means: a� A contract for a lease of premises. However, that portion of the contract for a lease of premises that indemnifies any person or organization for damage by fire, lightning or explosion to premises while rented to you or temporarily occupied by you with permission of the owner is subject to the Damage To Premises Rented To You limit described in Section O.—Liubi|ityond Medical Expenses Limits of Insurance. b. A sidetrack agreement; c. Any easement or license agreement, including an easement or license agreement in connection with construction or demolition operations on or within 50 feet of a railroad; d. Any obligation, as required by ordinance, to indemnify a munidpa|ity, except in connection with work for a municipality; e. An elevator maintenance agreement; or f. That part of any other contract or agreement pertaining to your business (including an indemnification of a municipality in connection with work performed for a municipality) under which you assume the tort liability of another party to pay for bodily injury" or "property damage to a third person or organization, provided the "bodily irjury" or "property damage" is oaueod, in whole or in part, by you or by those acting on your behalf. Tort liability means a Ilability that would be imposed by law in the absence of any contract or agreement. Paragraph f. includes that part of any contract or agreement that indemnifies a railroad for "bodily injury" or "property demoge" arising out of construction or demolition operations within 50 feet of any railroad property and affecting any railroad bridge or trestle, tracks, road -beds, tunnel, underpass or crossing. Hnwever. Paragraph f. does not include that part of any contract or agreement Form SS 00 08 04 05 Page 21 of 24 BUSINESS LIABILITY COVERAGE FORM (1) That indemnifies an architeo, engineer or surveyor for injury or damage arisng out of: (a) Pvepohng, approving or failing to prepare or approve maps, shop dnavvingo, opiniona, reporta, aurveya, field ordorn, change ondera, designs or drawings and specifications; or (b) Giving directions or instructions, or failing to give them, if that is the primary cause of the injury or damage; or (2) Under which the inoured, if an arnhiteot, engineer or surveyor, assumes liability for an injury or damage arising out of the insureds rendering or failure to render professional norvioea, including those listed in (1) above and auperviaory, inepeoUon, 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 worke/' does not include a "temporary worker'. 14. "Loading or unloading" means the handling of property: a. After it is moved from the place where it is accepted for movement into or onto an ainoraft, watercraft or auto; b. While it is in or on an aircraft, watercraft or "auto"; or c. While it is being moved from an ainoraft, 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 devioe, other than a hand truok, that is not attached to the aircraft, watercraft or 'auto". 15. Mobile equipment' means any of the foliowing types of land vehio|ee, including any attached machinery or equipment: a. b. c. BuUdozers, farm machinery, forklifts and other vehicles designed for use principally off public roads; Vehicles maintained for use solely on or next to premises you own or rent; Vehicles that travel on crawler treads; d. Vehicles, whether self-propelled or not, on which are permanently mounted: (1) Power oranea, ehove|o, kmdem, diggers or drills; or (2) Road construction or resurfacing equipment such as gnadenu, scrapers or rollers; e. Vehicles not described in a., b., c., or d. above that are not self-propelled and are maintained primarily to provide mobility to permanently attached equipment of the following types: (1) Air oompreauors, pumps and genenatony, including opnaying, vve|ding, building o|oaning, geophysical exploration, lighting and well servicing equipment; or (2) Cherry pickers and similar devices used to raise or loweworkers; f. Vehicles not described in a., b., c, or d. above maintained primarily for purposes other than the transportation of persons or cargo. However, self-propelled vehicles with the following types of permanently attached equipment are not "mobile equipment" but will be considered 'autos': (1) Equipment, of at least 1.000 pounds gross vehicle weight, designed primarily for: (a) Snow removal; (b) Road moinbamanoe, but not construction or resurfacing; or (c) Street cleaning; (2) Cherry pickers and similar devices mounted on automobile or truck chassis and used to raise or lower workers; and Air oompreaoone, pumps and generakore, including opnaying, we|ding, building o|eening, 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 foliowing offenses: a. Faise arrest, detention or imprisonment; b. Malicious prosecution; (3) Page 22 of 24 Form SS 00 08 04 05 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 000upiao, committed by or on behalf of its owner, landlord or|eneor . d. {}ua|, 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. Oua|, written or electronic publication of material that violates a person's right of privacy; Copyng, in your "adverhuement", a person's or organization's "advertising idea^orsty|eof^adverdaement"; Infringement of copyright, o|ogon, 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, |iquid, gaseous or thermal irritant or oontaminant, including nmoke, vapor, soot, fumes, aoide, a|ka|ie, chemicals and waste. Waste includes materials to be recycled, reconditioned or reclaimed. g. 19. Products -completed operations hazard'; a. Includes all "bodily injury" and "property damage" occurring away from premises you own or rent and arising out of your product or your work except: (1) Products that are still in your physical possession; or (2) Work that has not yet been completed or abandoned. However, "your work" will be deemed to be completed at the earliest of the following times: (a) When all of the work called for in your contract has been completed. (b) When all of the work to be done at the job site has been completed if your contract calls for work at more than one job site. (c) When that part of the work done at a job site has been put to its intended use by any person or organization other than another contractor or subcontractor working on the same project. BUSINESS LIABILITY COVERAGE FORM Work that may need service, maintenance, oonaotion, repair or replacement, but which is otherwise oomp|eha, will be treated as completed. The "bodily injury" or "property damage" must occur away from premises you own or rent, unless your business includes the oeUing, handling or distribution of "your product" for consumption on premises you own or rent. b. Does not include "bodily injury" or ^pnopertydamage^ahaingoutot (1) The transportation of property, unless the injury or damage arises out of a condition in or on a vehicle not owned or operated by you, and that condition was created by the "loading or un|oading^ of that vehicle by any insured; or (2) The existence of koo|a, uninstalled equipment or abandoned or unused materials. 20. Property damage" means: a. Physical injury to tangible property, 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 that caused it; or b. Loss of use of tangible property that is not physically injured. All such loss of use shall be deemed to occur at the time of occurrence 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 damoge" or "personal and advertising injury" to which this insurance applies are alleged, "Suit" includes: a. An arbitration proceeding in which such damages are claimed and to which the insured must submit or does submit with our oonoentnr . b. Any other alternative dispute resolution proceeding in which such damages are claimed and to which the insured submits with our consent. 22. "Temporary worke/' means a person who is furnished to you to substitute for a permanent "employee" on leave or to meet seasonal or short-term workload conditions. 23. Volunteer worker means a person who: Form SS 00 08 04 05 Page 23 of 24 BUSINESS LIABILITY COVERAGE FORM b. Donates his or her work; c. Acts at the direction of and within the scope of duties determined by you; and d. Is not paid a fee, salary or other compensation by you or anyone else for their work performed for you. 24. "Your product": a. Means: (1) Any goods or products, other than real property, manufactured, sold, handled, distributed or disposed of by: (a) You; (b) Others trading under your name; or (c) A person or organization whose business or assets you have acquired; and (2) Containers (other than vehiclee), mateha|u, parts or equipment furnished in connection with such goods or products. b. Includes: (1) Warranties or representations made at any time with respect to the fitnean, qua|ib/, durability, performance or use of "your producr; and (2) The providing of or failure to provide warnings or instructions. c. Does not include vending machines or other property rented to or located for the use of others but not sold. 25. "Your work": a. Means: (1) Work or operations performed by you or on your behalf; and (2) Meteria|o, parts or equipment furnished in connection with such work or operations. b. Includes: (1) Warranties or representations made at any time with respect to the fihneaa, qua|ity, dunabi|ih/, performance or use of "your work'; and (2) The providing of or failure to provide warnings or instructions. Page 24 of 24 Form SS 00 08 04 05 POLICY NUMBER: 59 SBA PI1876 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. 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 CALLE TAMPICO LA QUINTA, CA 92253 LOC 001 BLDG 001 Form IH 12 00 11 85 T SEQ. NO. 001 Printed in U.S.A. Page 001 Process Date: 03/24/15 Expiration Date: 06/15/16 WORKERS COMPENSATION AND EMPLOYERS LIABILITY INSURANCE POLICY WC 04 03 06 (Ed. 4-84) WAIVER OF OUR RIGHT TO RECOVER FROM OTHERS ENDORSEMENT -CALIFORNIA We have the right to recover our payments from anyone IiabIe for an injuryjury covered by this policy. We will not enforce our right against the person or organization named in the Schedule. (This agreement applies only to the extent that you perform work under a written contract that requires you to obtain this agreement from us.) You must maintain payroll records accurately segregating the remuneration of your employees while engaged in the work described in the Schedule. The additional premium for this endorsement shall be 2 Y6nfthe California workers' compensation premium otherwise due on such remuneration. Schedule Person or Organization Job Description ANY PERSON OR ORGANIZATION FOR WHOM THE NAMED INSURED HAS AGREED BY WRITTEN CONTRACT TO FURNISH THIS WAIVER. This policy is subject to a minimum charge of $250 for the issuance of waivers of subrogation 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.) This endorsement, effective 05/11/2015 at 12:01 AM standard time, forms a part of Policy No. BG15O7865O3 Of the EMPLOYERS PREFERRED INS. 00. Carrier Code 00920 Issued to HERMANN DESIGN GROUP INC Endorsement No. Premium $1,314 Countersigned at WC 04 03 06 on By. IPZ7 Authorized Representative Ak C (Mi?!) CERTIFICATE OF LIABILITY INSURANCE 1 4114/2016 DATE (NIMIDD/YYYY) THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BE EEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER, AND THE CERTIFICATE HOLDER. IMPORTANT: If the certificate holder Is an ADDITIONAL INSURED, the policy(les) must be endorsed, If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy, certain policies may require an endorsement, A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). CoN r PRODUCER COML.: r ill yLopoz Dealey, Ret 101 8', Associates Plic;47I, 714-4273484 P. 0. Box 12675 (AA- 1:01! Oakland CA 94604-2675 dioN742)insdra.com INSURER(SI AFFORDING COVERAGE NAIC INSURED Hermann Design Group, Inc, 78365 Highway 111 PMB 332 La Quinta CA 92253-1985 HERMAASSO1 (Alt.: WA INSURER A :XL Specialty Insurance Co. 37885 INSURER B INSURER C: INSURER D: INSURER E : INSURER F COVERAGES CERTIFICATE NUMBER: 564178944 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 INDICATEO 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 POLICES. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS, INSH i kijitIL,SUbRI 1 POLICY EPP' ! PUL ICY inKI, LTA TYPE OF INSURANCE I iNSD WvD i POLICY NUMBER ! iMM/DDJYYYD i pro/fluirtrY1 i LIMITS --,- t 1 EACH OCCURRENCE , ,S i DAMADE R., ktriEi..? PREMISES lEa occueenc0 , $ MED EXP (Any one person) ! PERSONAL & ACV INJURY ! GENERAL AGGREGATE ! ' EXCESS LIAO CLAIMS -MADE! COMMERCIAL GENERAL LIABILITY I i ' CLAIMS -MADE : • !„!::::::,ii? . . 1 I GEN'L AGGREGATE LIMIT APPLIES PER: POLICY OTHER: !!!!!!!!), AUTOMOBILE LIABILITY ANY AUTO ALL OWNED AUTOS HIRED AUTOS LOC SCHEDULED AUTOS NON -OWNED AUTOS UMBRELLA LIAB OCCUR DED RETENTIONS WORKERS COMPENSATION AND EMPLOYERS° LIABILITY ANY PROPRIETOR,PARTNER/EXECUTIVE OFFICER/MEMBER EXCLUDED? (Mandatory in NH) If yes, dosnnoe under DESCRIPTION OF OPERATIONS helnw A Professional Liability Claim Made Y/ N NA 0PS9717117 1 6/15/2015 PRODuCTS COMP/0P AGG $ BODILY INJURY (Per person) $ ! BODILY INJURY (Fir )cnident) EACH OCCURRENCE ' AGGREGATE :STATUTE EP 1 (H! EA E.L. DISEASE - POLICY LIMIT :$ 6/15/2016 $1,000,000 each claim $2,000,000 Aggregate DESCRIPTION OF OPERATIONS 1 LOCATIONS / VEHICLES (ACORD 101, Additional Remarks Schedule, may be attached If more space Is required) Re: Cove Oasis Trailhead Improvements, Project No. 2015-11 CERTIFICATE HO DER Cly of La QuilltH 78495 Calle Titinp[CO La Quinta CA 92253 ACORD 25 (2014/01) ANCELLATION 30 OayNOC/10 Day for NonPay of Prem SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. AkITIORIZEll RE N,II,P11A fdkiC 0 1988-2014 ACORD CORPORATION. All rights reserved. The ACORD name and logo are registered marks of ACORD CAL.IFCiPNIA OL;'iVi YAMS POUTICM,CtUCOmmis PULIC OOLIIVIEN'T 0 or print In Ink ry Hermann III ce, Agency, or Cou Agency Name (Do not use acronyms) City of La QuInta Division, Board, : 1 1.• If filing for multi AGency: t, District if applicable STATEMENT OF ECONOMIC INTERESTS COVER PAGE EuQen , ht below or on an attachment. (Do n 2. Jurtadlc on o ce (check at 0 State CI Multi -County ci3 city of 1a prilnta_ . Type of SW.m nt (Check at koa 0 Annual: i covered is January 1, 2015, through 31, 2015, -OP The period covered is ber 31, 2015. , through 03 01 2016 gi Mewing Office: Date assumed 0 Candidate: Election year Christopher Your Position acronyms) Position O Judge or Court Commissioner S Ju 1 o County of o Other Ing Office: Date Left k one) 0 The period ered is January 1, 2015, through the date of leaving office, -OP o The *: 'or covered . through the date of leaving office, and office sought, if different than Part 1 4. SchduIe-Summery (must comp rout n Ober. ol page g inctudin Schedules attached Sch44ule A-1 - 'ittiors 'Schtmitaie v;hodkite 6ifia6.,46 8 •. Pft.le.rty - iidiI ttabed ; None NO repc4bt 5. Verification y r page: ,Scheciu. ,i.i.)arn;.. 1340,i16, Pt;,*qtc.rlq St.:POdrkl:Lf;, ri.schedute 0. 16.::corei - - ia)1 Schedule E aft - Trehrei Pntli; MAILING ADDRESS EiREETtlic CITY A 77-899 Wolf Road, Suite 102 Palm Desert CA ( 760 ) 777-9131 chris@hdg-inc,com I have used all r:onable diligence in preparing this statement I have rev ir ;..* this statement and to the herein and in any attached schedules 45 true and plete. I ackn* :*ge this is a public .11fre 11 under penalty of perjury under the I the State of California that the fartgarrig Is Vue Date Signed 03/01/2016 SIgnzJiura' r 92211 y the inf Correct_ tained FPPC Form 700(2015/2016) FPPC Advice Email: achrl „, .ca.gov FPPC To -F Helpline: 866/275-3772 w.ca.gov SCHEDULE A-2 e t e as, Income, and Assets inlets E; titiesiTruts (Cnesh lr1ef° GreAiter;, 21f3 n 11021(.81 f.1808,88 H2. '77-899 WO R.28, Ste, 102, Rahn Desert, CA 92:211 1-4,RRRIRRAR4:4*R ArChifseit,Affre Fhm r.r r. 11:'IRY.',' *„";ARAY",.,' ' - AY 80•88, •••3222,,,,,,,,,,r,7, ,2,221i, • ,,E,' 2, , ?ri ,c; r 1.8,12,80111 „ . GEOPTRQOPRI YOUR BURNESS PO,Wv3i4J k. • ' • tOttlfritylse 4ACI55 IfftOttif 14C fvta (.041.441,)ff YC.1A PA`f.) rfATA 04).4,,Afte 5iff ft4a. 0A.0,14f.„, ^fila trilirytrpuvri • WOOFS or ticoott co *WAG 010,10,4,4**4040444*01****1404 A1 'LU fl.HIJf rin,,,110 CA'y of La CA5nta i-R040k4ef .• 1.tivetltoklir;,,,, AND 1+47 -4 .4' e-r.rk‘ ffvf,›Pfeli'f*Y ff‘LC, rHITT. til.ififf,„u 2141'4'1'1 C)t., r ORIESRMENT NIA . - fliOy 88 1032 '202 15 8818011:80 )01,, ‘11•51)4, ff0AfGAGGIIGAGAGACIA133530M10,3 t2 '1 Her Hercrifinniil th i828288 r,28•228 1 101"1 i'ZIRVCR.Ritt,UR "R- uuurr.R.4 R;"1""" nevi Ppy,z1- ';74, 4x1 2-- 783815 tH88w2ly 111,, PtA8 332, La Quirita„ CA 92211 2,82H, ,8.02,,,.••22 Tr r 111 ; 15 ROAR .R4USURESS 5898888 * 4, Otieftvy "fmt GROS!, iff‘ome. gettiv pric14450 Ytifft PAO r4AYA *3mAfift -rm$ GA037 friConfit 152 11,1.3 liN,Trr'fr514131 t.$1- AMO Of EACI4 Off AS G 43CAIRCA INCf:*00 11411)1* Oft fofff*If.****0*****Aff0:44**Iff fNvesl.IfIftfki"f$ Al40 ff4T4ftif*S*(f,1 1,,e,.,A,4„ Pft0P$R,Tv f.faLf' (.4.A44' LkAtit0 litI*1**€ itil$1,4a*$ e'N'tirt 1P4,14,'441' INRR:STMENT NIA No roal from-rty ownod in La Quinfa1r V,ilis'z 2 Miles C,afrfotonts7g „ - 11 ,16C,11 ,s 15 NSPOSED FPPC Fafm 7" e, ".01.6) A -Z FPPC Athrfce Fe?134'; ifslf:PPc-calffy FPPC LAi-Fmo 1kgfall55,.$64/275-37/72 wwi,f4fppc,(4..g411 TO: FROM: DATE: RE: EMORANDUM rank J. Spevacek, City Manager othy R. Jonasson, Design and Development Director/City Engineer Professional Services Agreement with Hermann Design Group, Inc. for Professional Landscape Architectural Services in Connection with Cove Oasis Trailhead Improvements - Project 2015-11 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 done so. The City Clerk will continue with full execution and final distribution of the PSA. Requesting department shall check and attach the items below as appropriate: Contract payments will be charged to account number: 401-0000-60185 PROJECT ACCOUNT# 151611-D A Conflict of Interest Form 700 Statement of Economic Interests from Consultant(s) is attached with no reportable interests in LQ or X reportable interests A Conflict of Interest Form 700 Statement of Economic Interests is not required because this Consultant does not meet the definition in FPPC regulation 18701(2). Authority to execute this agreement is based upon: Approved by the City Council on (date) City Manager's signature authority provided under Resolution No. 2015-045 for budgeted expenditures of $50,000 or less Initial to certify that 3 written informal bids or proposals were received and considered in selection The following required documents are attached to the agreement: Insurance certificates as required by the agreement ' Performance bonds as required by the agreement (originals) X City of La Quinta Business License (copy or note number & ekpiration date here LIC -106472, Exp 08131/2016) Purchase Order number