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HomeMy WebLinkAbout2016 Hermann Design Group, Inc - YMCA LandscapeTHIS PROFESSIONAL SERVICES AGREEMENT (the "Agreement") is rude and entered into by and between the CITY OF LA QUINTA, ("City"), California municipal corporation, n I ., ("Consultant"). The parties hereto r as follows: 1.0 SERVICES OF CONSULTANT . _ Scope of Services. in compliance withall terms and conditions of this Agreement, Consultant shall provide Professional Landscape siServices, s specified in t "Scope of Services" attached heretox i it "" and incorporated her i i reference ( "Services"). Consultant represents Consultant is a provider of services and Consultantis experienced in performingthe Services contemplated er i and, in lightof such status and experience, Consultant covenants _that it shall follow theindustry accepted ref ssi n I standards in performing the Services required hereunder. For purposes of this Agreement, the phrase "industry accepted professional standards" all mean thosestandards _ of practicerecognized by one or more professional firms performing similar services dr similar circumstances. . li nc it l servicesrendered hereunder shall provided .�_m, in accordancei r i nc s, resolutions, statutes, rules, regulations, and laws of the City and any Federal, State, or local governmental agency of competent jurisdiction. 1.3 Ld ts its nts. _ Except s otherwise specifiedr es and Assessrp__ rein® Consultant shall obtain at its sole co n _ expense such licenses, s� permits, and approvals as may be required law for the performancef the Services- r uir this Agreement, including ity of La Quinta business license. Consultantn its employees, agents, and subcontractors shall, it sole cost and expense, keep in effectt all times during the termthis Agreement any licenses, permits, and approvals that arelegally required for the performancethe Services required i re en . Consultant shall have the sole i a io o pay for any fees, assessments, and taxes, plus applicable penalties and interest, which may be imposed law and arise from or are necessary for the performance of the Services required thisAgreement, and shall indemnify, (with counsel selected City), and holdCity, its elected officials, officers, employees,n ents, free and harmless against y such fees, assessments, taxes, penalties, or interest levied, assessed, or imposed ains City hereunder. Consultant s II be responsible for all subcontractors' compliance i this Section. . a ifi r j1X_Aith Work. By executing this Agreement, Consultant represents that () it has thoroughly investigated n considered the Services to be Last revised April 2015 EXHIBIT A_ Page 1 of 1 performed, (_) it has investigated _ site where the _Services are to be performed, if any, and fullyacquainted itself with the conditions there xistin , (c) it has carefully considered how the Services should e performed, and () it _fully understands e facilities, difficulties, and restrictions t n i dr or c of the Services under this Agreement. Shoulds I a iscover any latent or unknown conditions materially differingfrom those inherent in the Services or as represented by City, Consultant shall immediately inform ! of such ct 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). 1.5 Starp ar of Care.Consultant ck_ o l s and understands ersa s that the Services contracted for under this Agreement require specialized skills and abilities and that, consistent it this understanding,Consultant's work will be heldo heightened standard of quality.Consistent with Section. rei v, Consultant represents to Citythat it holds the necessary skills and abilities to satisfy the heightenedstandard of qualitys set forth in this Agreement. Consultant shall adopt reasonable methods during thelife o is Agreement to furnish continuous rot c i o the Services performed by Consultant, and the equipment, materials, papers, and other components thereof_to prevent losses or damages, n shall be responsible for all such a s, to persons or property, until acceptance of the Services by City, except such losses or damages as may be caused by it®s own negligence. The performance of Services by Consultant shall not relieve on It from any obligation o correct any incomplete, inaccurate, r defective r at no further cost to City, whens inaccuracies re due to the negligenceof Consultant. . Additional ervic s. In accordance it the terms and conditions of this Agreement, Consultant shall perform services in addition to those specified in the Scope of Services ("AdditionalServices") only when directed to do so by the Contract Officer, provided that Consultant shall not be required to perform any Additional Services without compensation. Cons t shall not perform any Additional Services until receiving rior written authorizationr the Contract Officer, incorporating therein any adjustment in (i) the Contract Sum,n B r (ii) the time to performis Agreement, which said adjustments are subject to the written approval of Consultant. It is expressly understood y Consultant that the provisions oft is Section shall not apply to the Services specifically set forth in the Scope of Services or reasonably contemplated therein. It is specifically understood and agreedthat oral requestsand/or approvals of AdditionalServices shall be barred are unenforceable. Failure of Consultant to secure the Contract Officer's written authorization for Additional Services shall constitute a waiver o r any and all right to adjustment of the Contract Sum or time perform this Agreement, whether by way of compensation, restitution, quantum meruit, or the like, for Additional Services provided withoutthe appropriate authorization from e Contract iu_ r. Compensation_ for _ properly authorized io l Services shall_ made in accordance with Section 2.3 of this ree ent. 1.7_ i I it ts.Additional_ terms n conditions o this Agreement, _ if any, which are made a parthereof are set forth in x i it °® " (the "Special Requirements"), which is incorporated her in by this _ reference expressly a part hereof, In the event of a conflict etween the provisions of the Special Requirements and any_ r provisions of this Agreement, the provisions of the Special Requirements shall govern. 2.0 COMPENSATION 2.1 Contract Sum. For the Services rendered rs t to thisAgreement, Consultant shall be compensated in accordance with Exhibit ee " (the "Schedule o Compensation") in a totalamount not to exceed Four Thousand Nine Hundred Fifty Dollars ( a ) (the "Contract Su "), except as provided in Section1.6. The method of compensation set forth in the Schedule of o s ion may include lump sum payment upon completion, y in accordance with the percentage of completion ervices, payment for time and materials based upon Consultant's rate schedule, but not exceeding r c , or such other methods as may be specified in the Scheduleof Compensation. The Contract shall include the attendance of Consultant at all project meetings reasonably deemed necessary by CConsultant shall not be entitledany_ additional compensation for attending said meetings. Compensation may include reimbursement r actual and necessary expenditures for reproduction costs, transportation expense, telephone expense, and similar costs and expenses when and if specifiedin the Scheduleof Compensation.e ar ss of the method compensation sr in the Scheduleof Compensation, Consultant's overall compensation sll not exceed the Contract Sum, excepts provided in Section 1 .6 of this Agreement. 2.2 Method of Billing. Any month in which_ Consultant wishes to receive paymeonsultant shall submit to City no later thant tot ( k working of such month, in the formapproved y ity's Finance Director, an invoice for Services rendered rior to the dateof the invoice. c invoice shall i{ (1) describe in detail the Services provided, including time and materials, an O specify c staff member who has provided Services and the number of hours assigned o each such staff member. Such invoice shall contain a certification principal r of Consultant specifying that _the paymentrequested is for Services performed in accordancei the terms of this Agreement. Subject to retention pursuant to Section 8.3, City will pay Consultant for all items state 1 thereon which are approved y City pursuant tot is Agreement no later than thirty () days after invoices r received the iy`s Finance Department. 2.3 sal _ r Additional l Services. Additional Services approved in advance by_the ContractOfficer pursuant to Section 1.6 of this Agreement shall be paidfor in an amount agreed to in writing y both City an Consultant in advance of the Additional Services being rendered y Consultant. y compensation for Additional Services amounting to five percent ( %) or less of the Contractmay be approvedContract Officer. Any greater amount of compensation for Additional Services must be approved ui to 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 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 Performance, as set forth in Section 3.2 andx i i , it is understood the City will staffer 3.2 Schedule of Performance. All Services rendered ursu nt to this r e n all -b—e'—performeddiligently and within the timeperiod established i Exhibit (the "Schedule of Performance"). Extensions tote time period specified in the Schedule of Performance may be approved in writingy the Contractfficer® Faroe tareThe time period specified in the Schedule of Performance for performance of -the Services rendered ursu n to this Agreement shall be extended c s of any delays due to unforeseeable causes beyond the control and withoutthe fault or negligence of Consultant, including, but not restricted to, acts of God or of the public enemy, fires, earthquakes, floods, epidemic, r tine restrictions, riots, strikes, freight embargoes, acts of any governmental agency other than City, and unusually severe weather, if Consultant shall within ten (1 ) daysofe commencement of such delay notify on r c Officer in writingo the causes of the delay. The Contract Officer shall ascertain the facts and extent of delay, and extendtime for performing the Services forte period o the forced delaywhen and if in his or her judgment such el is justified, n the ContractOfficer's determination shall be final and conclusive upon the parties to this Agreement. Extensions to time period in the Schedule of Performanceis are et r ine y the ContractOfficer to be justified pursuanto this Section shall not entitle the Consultant to additional compensation in excess of the Contract Sum. 3.4 Term. Unlessearlier terminated in accordance with e ions 8.8 or 8.9 of this Agreement, the term of this agreement shall commence on February 2016 and terminate on June 30, 2016(the "initial term"). This ,Agreement my be extended for an additional _30 days upon mutual agreement by both parties ("Extended Term"). 4.0 COORDINATION .1 _ 'Bepr n mi Consultant. T following Consultant ("Principals") are hereby designated as beingrind s and representatives o Consultant authorized o act in its behalf with respect ervices specified herein n a e all decisions in connection therewith: E. Chris Hermann, ASLA, President/CEO E-mail: chris@hdg-ine.com It is expressly understood that the _ experience, knowledge, capability, and reputation oft e foregoing ri ci als were a substantial inducement for City t enter into this Agreement. Therefore, the foregoing rind is shall be responsible during e 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 rind is may not be changed Consultant anno other personnel may be assignedto performthe Services required er er without the express written approval of City. 4.2 Contract id r. T "Contract Officer" shall be SteveHowlett, Facilities Director or-suchother 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 ere n er shall mean the approval of the Contract Officer. The Contract Officer shall have authority td sin all documents on behalf of City required er un er to carry out e terms oft is Agreement. 4.3 Prohibition Against Subcontractin or sin rat® The experience, knowledge, capability, and reputation of Consultant, its principals, and its employees were a substantial inducement r City to enter into this Agreement. Except s set forth in this Agreement, Consultant shall not contract with any other entityo 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 r i y be transferred,ssi e , conveyed, of ec t , 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 groupof persons -acting in -co r of more_than_twenty iv c t ( %) of _the present ownership and/or control of Consultant, taking II transfers into account on a cumulative sis. Any attempted or purported assignmentor contracting y Consultant i out is express written approval shall be null, void, and of no effect. No approved transfer shall release onsul nt of anyliability hereunder without the express consent of City. . lndeper d nt onjt gctor Neither City nor any of its employees shall have any control over the manner, mode, or means by whichons It , its agents, or its employees, perform the Services required herein, except as otherwise set for rein. City shall have no voice in the selection, dis r e, supervision, r control of Consultant's employees, servants, representatives, or agents, or in fixingtheir number or hours of service. Consultant shall perform all Services required r i as n independent contractor of iy and shall remain t all times as to City a wholly independent contractor wi my such obligations as are consistent withthat role. Consultant shall t at any timein any mannerr r se t that it or any of its agents or employees e agents or employees of City. City shall not in any way or foray purpose becomer be deemed to be a partner of Consultantin its business or otherwise or a joint venturer or a member of any joint tar ris it Consultant. o s t nt shall haveno power to incur any debt, obligation, liability on behalf of City. Consultant shall t 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 Contracti o Consultant as provided in this Agreement, City shall not pay salaries, wages, or other compensation onsult r performing the Services hereunder for City. City shall not be liable for compensation or indemnification to Consultant for injury or sickness arising out of performingthe Services hereunder. Notwithstanding any other City, state, or federal policy, rule, regulation, law, or ordinance to the contrary, o sult n y of its employees, agents, and subcontractors rovi i services under this Agreement shall not qualify for or become entitled to any compensation, benefit, or any incident of employment by City, including u of limited o eligibility to enroll in the California Public Employees Retirement System ( ") s an employee f City and entitlement to any contribution to be pa it for employer contributions and/or employee contributions for PIERS benefits. _Consultant agrees to pay all required taxes on amounts paid to Consultant under this Agreement, and to indemnify and hold City harmless from y and all taxes, assessments, penalties, and interest s asserted against City by reason of the independent contractor relationship created y this Agreement. Consultantshall fully comply it e workers' compensation laws regarding s t and Consultant's employees. Consultant further agrees to indemnify and holdi r less from any failure of Consultanto comply with_ applicable workers' compensation laws. City shall ve the right to offset against the amount of any payment due to Consultant under this Agreement any amount due to Cityfrom nsu nt as a result of Consultant's failure to promptly pay to City any reimbursement or indemnification arising under this Section. ® IdenjAy of Persons Performink'_ _Work. Consultant represents that i ploys or will employ at its own expense all personnel required for the satisfactory er or ce of any and allof the Services set forth herein. Consultant represents the Services required erei ill be performedConsultant or under its direct supervision, and that all personnel engaged in such work shall be fully qualified andshall be authorized and permittedunder applicable State and local law to performsuch tasks and services. ® itCooperation.City shall _ provide Consultant with_ any plans, publications, reports, statistics, records, or other data or information pertinent to the Services to be performeder un er which arereasonably available to Consultant only from or through actiony City® 5.0 INSURANCE 5.1 Insurance. Prior to the beginning of any Services under this Agreement and throughout e duration of the term - this Agreement, Consultant shall procure and maintain, at its sole cost and expense, and submitconcurrently with its execution this Agreement, policies of insurance as set forth in Exhibit4h "Insurance e uir ents") which is incorporated erein by this reference an expressly r ere f® 6.0 INDEMNIFICATION.. .1 I _ ni is ti n. To the fullest extantpermittedy IConsultant shall indemnify, n ni y,protect, defend i counsel selected y City), a of harmless City an n an all of its officers, employees, agents, and volunteers as set forth in Exhibit ("Indemnification") which is incorporated r in by this reference and expressly a part hereof. 7.0 RECORDS AND REPORTS. l{ 7® orts. Consultant shall periodically prepare and submit e Contract Officer such reports concerning Consultan 's performance of the Services required by this Agreement as the Contract Officer shall require. o sul n er !t acknowledges that Cityis greatly concerned about the cost of ervic s to be performed ursu n to this Agreement. For this reason, Consultant agrees that i Consultant co s aware of any facts, -circumstances, techniques, or events that y or will materially increase r 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 , if Consultantis providing design services, the estimated increased or decreased cot estimate for the project being designed. 7.2 Records, Consultant shall keep, and require ny subcontractors to keep, such _ le rs, o s of accounts, invoices, vouchers, canceled ec s, reports (including tat not limited to payroll reports), studies, or other documents relating to the disbursements charged to Ci and the Services performed hereunder (the "Books and Records"), as shall be necessary r r e Services required is Agreement and enable the Contract Officer to evaluate the performance o such Services. Any and all such oks and Records shall be maintainedin accordance i or lly accepted accounting ri ci lea and shall be complete and detailed. The Contract Officer shall have full and free access to such Books and Recordsat all times during normal business hours of City, including the right inspect, copy, audit, and makerecords n transcripts from such Books an Records, Such Books and Records shall be _ maintained for a periodthree ( ) years following completion of the Services hereunder, and City shall have access t such s and Records in the eventany audit is required. In the event o dissolution Consultant's business, custody of the Books and Records may given to City, and access shall be providedy Consultant's successor in interest. Under California GovernmentCode Section 8546.7, if the amount of public funds expended un er this Agreement exceeds Ten Thousand Dollars (, ), this Agreement shall be subject to the examination and audit of the State Auditor, at the request i or as part_of any audit of City, for a periodr ( ) years after final payment under this Agreement. . All drawings, specifications, s, designs, photographs, studies, surveys, ata, notes, computer files, reports, records, documents, and other materials plans, drawings, estimates, test data, survey results, models, renderings, and other documents or works of authorshipi i any tangible mediumx r ssi n, including u of limited to physical drawings, digital renderings, or data stored digitally, magnetically, or in any other medium prepared or caused to be preparedohs I nt, its employees, subcontractors, and agents in the performance of this Agreement (the "Documents a ri ls") shall be the property of Cityand shall be deliveredto City upon request of the Contract Officer or upon the expirationor termination of this Agreement, and Consultant shall have no claim for further employment or additional compensation s a result of the exercise i of its full rights of ownerships, reuse, or assignment of the Documents and Materials hereunder. Any use, reuse or assignment ofsuch completed cu tints and Materials for other projects and/or use of uncompleted docu e is without specific written authorization by Consultant will be at is sole risk n without liability to Consultant,_ an Consultant's guarantee and warranties shall not extend to such use, revise, or l?`, assignment. Consultant may retain copies of such Documents and Materials for its own use. Consultant shall have an unrestricted right to uset concepts embodied therein. Ai subcontractors shall provide_ r assignment to City of any Documents and Materials prepared by them, andin the event Consultant fails to secure such assignment, Consultant shall indemnify i or all damages resulting therefrom. n the event _City or any person, firm, or corporation authoriz y City reuses said c nts and Materials without writtenri is tion or adaptation Consultant for the specific purpose intended uses to be made or makes any changes or alterations in saidDocuments and Materials, City hereby releases, discr s, and exonerates Consultant from liability resulting fr said change. e provisions of this clause shall survive r i tin or expiration of this Agreement shall re ter remain in full force andeffect. 7.4 Lijpqf InteIIectuaI__?E9Rqrfy. This Agreement creates a non- exclusive an perpetual license for City to copy, use, modify, reuse, or sublicense any and all copyrights, designs, rights of reproduction, and other intellectual property a i in the Documents and Materials. Consultant shall require all subcontractors, if any, to agree in writing that City is granted a non-exclusive an perpetual license for the Documents and Materialssubcontractor prepares under this Agreement.Consultant represents arrants that Consultant has the legal right to license any and all of the Documents and Materials. Consultant makes o such representation and warr ty in regard to the Documents an Materials which wereprepared esign professionals other than Consultantor provided to Consultant by City._ City shall not be limited in any way in its useo the Documents and Materials at any time, provided that any such use t- within the purposes intended y this Agreement shall be at City's sole risk. 7.5 Release_ Documents. The Documents and Materials shall not be - released publicly without the prior written approval of the ContractOfficer or as required . Consultant shall not disclose to any- other entity or person any informatio'n regarding the activities of City, except as required by law or as authorized City. 8.0 ENFORCEMENT OF AGREEMENT, ri 8.1 CaliforniaLaw, This _ Agreement shall be interpreted, construed,n__ governed s to validity and to performance of the parties in accordance with the laws of the State of California. Legal actions concerning n is , claim, t matter arising out or in relation to this Agreement shall be instituted in the Superior Court of the County of Riverside,t - California, or any other appropriate court in such county, and Consultant covenants n r s to submit to the personal jurisdiction of such court in the event of such acti 8.2 his utes. In the event of anydispute risin under this Agreement, the injured par y shall notify_ the injuring r y in writingof its contentions by submitting a claim therefore. e injured rty shall continue er or i its obligations hereunder so long ate injuring arty commences to cure such default within ten (1days of service of such notice and completes the cure of such default i in forty-five ( ) days after service of the notice, or such longer period s may be permittedy the Contract Officer; provided that if the default is an immediate an er to the health, safety, or general welfare, Citya e such immediate action as City deems warranted. Compliance withprovisions eft is Section shall be a condition r c n to termination of this Agreement for cause and to any legal action, and such compliance shall not be a waiver of any arty®s right to take legal action in the event that the dispute is not cured, rovi e that nothing herein shall limit it's right to terminate this Agreement withoutcause pursuant to Section 8.8. Duringthe period of time that o sul t is in default, City shall hold all invoices and shall, when the default is cured, proceed with paymentn the invoices. In the alternative, City may, in its sole discretion, elect to pay some or all of the outstandinginvoices during any period of default. 8.3 RetentionFunds.�rCity may withhold from y monies payable Consultant sufficient funds to compensate ity for any losses, _costs, liabilities, or damages it reasonably li ves were suffered y City due to the default of Consultant in the performanceof the Services required y this Agreement. 8.4 _diver. No delayor omission in the exercise of any right or remedy of a non -defaulting par any default shall impair such right or remedy or be construed as e waiver. i y®s consent or approval ny _ act by Consultant requiring ity`s consent or approval shall not be deemedto waive or render unnecessary i ®s consent to or approval of any subsequent act of Consultant. Any waiver by either party of any default must be in writingshall not be a waiver of any other default concerning the same or any other provision of this Agreement. . Rights an e ie are Cumulative. Except with respect 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 ore of such rights or remedies shall not preclude the exercise by i, at the same or different times, of any other rights or remedies for the same default or any other default by the other party, Action. _ In additionany other rights or remedies, either party y toe legal action, at law or at equity, to cure, correct, or remedy ny default, o recover damages for any default, to compel specific performance of this Agreement, to obtain declaratoryor injunctive relief, or to obtain any other remedy consistent with the purposes of this Agreement. 8.7 Termination Prior To Expiratio '. This Section shall govern any termination of this Agreement, except as specifically provided in the following Section 8.9for terminationoright 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 immediatelyceaseri except such as may be specifically approved by the Contract Officer. Consultant shall be entitled to compensation for renderedall Services of *' authorizedServices by the Contractaccordance " Compensation or such a: may be approved by the Contract Officer, providedexcept as in Section 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 wi the provisions of Section 8.2,take over the Services and prosecute completion by contract or otherwise, and Consultant shall e liable to the extent that the total cost for completion of the Services required hereunder exceeds the compensation her in stipulated (provided that City shall use reasonable efforts to mitigate such damages), and City may withholdany payments to Consultant for the purposeof setoff or partial payment of the amounts owed City as previously stated in Section 8.9 ttorneya� s. If either party to this r_e rat is required initiate r defend or made a party to any action or proceeding in any way connected with this Agreement, the prevailingr in such action or proceeding, in addition to any other relief which may be granted, whether legal or equitable, shall entitled o reasonable at rneys' fees; provided, however, that the attorneys' fees awarded pursuant to this Section shall of exceed o r y rate i y City for legal services lti lie y the reasonable number of hours spent by the prevailing party in the conduct of the litigation. Attorneys' fees shall include or ys®f s on any appeal, and in addition r y entitled to attorneys' fees shall be entitled to all other reasonable costs for investigating suc c ib , taking e si ion discovery, and all other necessary costs the court allows which areincurred in such litigation. All such fees shall be deemedto have accruedcommencement of such ci shall be enforceable ter or not such action is prosecuted to judgment, The court ay set such fees in the same action or in a separate c io brought for that purpose, 9.0 CITY OFFICERS AND EMPLOYEES, -NONDISCRIMINATION. 9.1 Non-lial ilia of it fficer Viand Errs to . No officer, official, employee, agent, representative, or volunteer of ity 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 whichc ue to Consultantor to its successor, or for breach of any obligationthe terms oft is Agreement. 9.2 Conflict of interest. Consultant covenants that neither it, nor any officer r principal of i, has or shall c ire any interest, irec l or _ indirectly, is wouldconflict in any manner with the interests ity or which would in anyy hinder Consultant's performance of the Services under this Agreement. Consultant further covenant'sthat in the performancethis Agreement, no person havingy such interest shall be employed y it as an officer, I y e, agent, or subcontractor i twritten sent of the Contract Officer. Consultant ar s to at all times avoid conflicts of interest r the appearance y conflicts of interest i interests of Cityin the performanceof this ree 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 o this Agreement whicheffects his financial interest r the financial interest of any corporation, rs i or association in which he is, directly r 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 is Agreement. 9.3 CovenantLa�Eainst Discrimination. Consultant covenants that, by__and for itself, its irs, executors® ssi s, an—dal-lpersons claiming un r or through at there shall e no discrimination against or segregation o, any person or group of persons on'account of any impermissible classification including, ut not limited to, race, color, creed, religion, sex, marital status, sexual orientation, nationalt' origin, or ancestry in the performance of thisr e e t. Consultant shall take affirmative action to insure that applicantsr e fi e n that employees r treated duringemployment it c regard to their race, color, creed, religion, sex, marital status, sexual orientation, national origin, or ancestry. 10.0 MISCELLANEOUS �.....vPROVISIONS....... .1 _ Notice._ o ice, demand, request, consent, approval, or communication either party desires_ or is required o give the other party or any other person shall be in writingand either served personally or sent re ai , 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. Noticeshall be deemed _ _ communicated forty-eight (_ _) hours from the _ time of mailingif mailed as provided in this Section. To City: To Consultant: CITY OF LA QUINTA HERMANN DESIGN GROUP Attention: Frank Spevacek, Attention: n r na ASLA City r President/CE 78-495 CalleTampico 77899 Wolfo , _Suite 102 La Quinta, California 92253 PalmDesert, CA 92211 . 2_,later retati . The terms of this Agreement shall be construed in accordance it the meanings shall not be construed for or against either party by reason of the authorship of this Agreement or any other rule construction which might otherwise apply. 10,3 Sectioni s and Subheadire sm T section _n subheadings contained in this Agreement are included for convenience only and shall not limit or otherwise affect the terms of this Agreement. 10.4 nrarts®_ is Agreement _may be executed in counterparts, each of whichshall be deemed to be an original, and such counterparts shall constitute one and the same instrument Inte rated rorort= This Agreement including i its hereto is the entire, complete, and exclusiveexpression of the understanding of the parties. It is understood that there are oral agreements _between the partieshereto affecting this Agreement and this Agreement supersedes and cancels any and all previous negotiations, arrangements, agreements, and understandings, if any, between the rties® and none shall used to interpret this Agreement. 10.6 Amendment. No amendmentto or _ modification of thisAgreement shall be valid n ess in writing and approvedConsultant and by the City Council of City. The parties agree that this requirement for written modifications cannot be waived andthat any attempted waiver shall be void. 10 .7 §ev flit _ e eventthat any d or __ or oftarticles,phrases,_ sentences, clauses, paragraphs, or sections contained in this Agreement shall e declared invalid or unenforceable, such invalidity r unenforceability shall oaffect any of the remaining ar icl s, phrases, sentences, class, paragraphs, or sections of this Agreement whichr eredeclared as severable and shall interpreted o carry out the intent of the parties hereunder unless the invalid provisi is so material t its invalidity riv s either party of the basic benefit of their bargain r renders this Agreement meaningless. 10.8 Unfair mwBusiness...... i Practices if Claims, . In entering ire this Agreement, sultan 'fare n a rees to es n o i y I ri ts, title, and interest in and to all causes of action it may have under Section 4 of the Claytonc ( ) or under the Cartwrightc (Chapter 2, (commencing i Section 1 ) of Part 2 of Divisionthe 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 paymentto Consultant without further acknowledgment of the parties. .._.v. 10.9 �r ar . _ _mm i i ri ._ With the exception _ _. of t specific provisions set forth in this Agreement,_ er re no intended third -party beneficiaries under this Agreementa such other third parties shall have any rights or obligations her pan r. 10.10 Authorit . The_ persons xe u i this Agreement on behalf of each of e parties hereto represent and warrantthat (I) such r is duly organized n existing, (ii) they areduly authorized to execute and deliver_t is Agreement on behalf of said r y, (III) by so executing this Agreement, such r y is formally bound e provisions of this Agreement, and (iv) that enteringinto this Agreement of violate any provisionof any other Agreement to whichsaid party is bound. This Agreement shall be binding upon the heirs, executors, administrators, successors, and assignsof the parties, [SIGNATURES ON FOLLOWING IN WITNESS WHEREOF, the parties have executed this Agreement as of the dates stated below. CITY OF LA QUINTA, CON L T- a California municipal corporation Digitally signed by Frank J. Spevacek DN: By serialNumber=l n615nh01202cvmj, c=US, st=California, I=La Quinta, 7K o=FrankJ. Spevacek, cn=FrankJ. Spevacek Name: E. CHRI HERMANN, Date: 2016.03.15 14:16:53 -07'00' ASLA FRANK J. SPEVACEK, City Manager Title: President/CEO ATTEST: By: Digitally signed by Susan Maysels DN: serialNurnber=j4r7lllg I ppsr45f, c=US, st—California,I=LaQuinta,o=Susan Name: Maysels, cn=Susan Maysels Date: 2016.03.15 14:19:53 -07'00' SUSAN MAYSELS, City Clerk Title: La Uinta® California APPROVED AS TO FORM: I WILLIAM H. iHRKE, City Attorney City of La Quinta, California MI _ , - This p4m 41 c ` ReAwtv - 65% Ched, Pt3ns Rem - 100% Chpck Plans V All -Waved plans wM be provided to te C4 in the reqwnted AutoCAD version, as we as formatted fog- '0' size War Exhibit B Schedule of Compensation Biled Only as Imuned Last revised April 2015 EXHIBIT B Page 1 of 1 Exhibit Schedule of Performance Consultant shall complete all services within the TIME TOTAL CONTRACT SUM. Cast revised April 2015 EXHIBIT Page 1 of 1 None. Last revised April 2015 Exhibit Special Requirements EXHIBIT D Page 1 of 1 Exhibit Insurance Requirements . Insurance. Prior to the beginning of and throughout the ration of this _ Agreement, the followingpolicies shall be maintainedand kept in fullforce n effect providing insurance wit ini limits as indicated to issued insurers with A.M. Bestratings of no less than A -: VI: Commercial rl Liability (at least as broad as ISO CG 0001) 1, , (per occurrence) ® (general aggregate) Commercial Auto Liability (at least as broad as l } ® (per accident) Errors and Omissions Liability 1 d (per claim aggregate) Workers' o _ ns_ ion (per statutory requirements) Consultant shall procure and maintain, at its cost, and submit concurrently wi its -execution of thisAgreement, Commercial General Liability insurance inst all claims for injuries against persons or damages to property resulting from s ltant's acts or omissions rising t of or related t Consultant's r or ce under this r e ent. The insurance policy shall contain a severability of interest clause rovi i coverage shall be primaryfor losses arising out of Consultant's per r er er and neither City nor its insurers shall be required o contribute any such loss. A certificate evidencing e foregoing andnaming ity and its officers and employees s additional insured (on the CommercialGeneral Liability policyonly) shall be deliveredto and approved by City prior to commencement of the services hereunder. r' it Consultant shall carry automobile liability insurance 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, o anyone for whose acts any of themy be liable, arising directly or indirectly out of or related to Consultant's performance under this Agreement. If Consultant or Consultant's loe s will use rso I autos in any way on this project, Consultant shall provide evidence of personal auto liability coverage for each such person. The term "automobile" includes, t is not limited to, a landmotor vehicle, trailer orsemi-trailer designed for travel on public roads. The automobile insurance policy shall contain a severability of interest clause rovidin that coverage shall be Last revised April 2015 EXHIBIT Rage 1 of primary for losses arisingout of Consultant's _performance hereunder and_ _ neither City nor its insurers shall be required to contribute o such loss. Professional Liability or Errors and Omissions Insurance as_ appropriate shall be writtenon a policyform coverage specifically esi ne o protect against acts, errors or omissions the consultant an "Covered ro ssion I Services" as designated in the policy must specifically include work performed under this agreement. olicy limit sll be no less t $1,000,000 per claim and in the aggregate. _ The policy must "pay on behalfPB the insured n ust include provision establishing the insurer's uty to defend.policy retroactive shall be on r before the effectiveate oft is agreement. Consultant shall carry _Workers' Compensation Insurance in accordance with StateWorker's Compensation laws with employer's liability limits no less than $1,000,000 per accident or disease. Consultant _ ll provide written notice to Citywithin ten () working ay if: (1) any of the required insurance licie is terminated; () the limits of any of the required olio s are reduced; or ) the deductible or self -insured retention is increased. In the event any of said policies of insurance r cancelled, Consultant shall, prior tote cancellation date, submit new evidenceof insurance in conformance i this xi i to the ContractOfficer. The procuringof such insurance or the delivery of policies or certificates evidencing same shall not be construed s 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 ity may_ have if Consultant_ fails to pr;viaoor maintain any insurance policies or policy endorsements to the extent n i i time herein required, i , at its sole i n® Obtaina. such insurance and deductretain 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 ny (s) which becomeu o Consultant hereunder until Consultant onsr es compliance with the requirements hereof. ® Terminate this Agreement. Exercise _ of any_ f to above remedies, o_ _ v r, is an alternative other remedies ity may have. The above remedies r 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 moray the extent to which ConsultantI responsible for payments of damages to persons or Last revised April 2015 EXHIBIT Page 2 of property resulting from ons ltant's or its subcontractors' performance- of work under this Agreement, General Conditions pertaining to Provisions of Insurance COver w_..N._Consultant. Consultant and Cityagree o the following withrespect to insurance provided y Consultant: . Consultant agrees to have its insurer endorse the third - arty general liability coverage required herein to include as additional insureds City, its officials, employees, and agents, using standard ISO endorsemento® CG 2010it an edition prior to 1992, Consultantalso agrees to require all contractors, n subcontractors o do likewise. liability insurance coverage provided to comply with this Agreement shall prohibit Consultant, or Consultant's employees, or agents, from waiving the right of subragation prior-o a loss. Consultant agrees to waive subrogation rights against iy regardless f the applicabilityf any insurance proceeds, and to require li contractors and subcontractors to do likewise. 3. All insurance _ coverage and limits provided by _ Consultant and available or applicable to this Agreement areintended o apply to the full extent of the policies. Nothing contained in this Agreement or any other agreement relating o City or its operations limits the application of such insurance coverage. None of the coverages required rein will be in compliance wwith these requirements if they include any limiting endorsement of any kind that has not been first submitted o City and approvedin writing. . No liability olic shall contain any provision or definition that would servo to eliminate so-called "third party action over" claims, including any exclusion for bodily injury o an employee of the- insured or _ of any contractor or subcontractor. l 6. All coverage types and limits required are subject to approval, modification and additional requirements y the City, as the need arises, Consultant shall not make any reductions in scope of cover (e.g. eliminationo contractual liability or reduction of discoveryperiod) that may affectit 's protection i out 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 olic ,- shall be delivered o City at or prior tote execution of this Agreement. In the event such roof of any insurance is not delivered as required, or in the event such insurance is Last revised April 2015 EXHIBIT Page 3 of canceled ceat _ _y time and no replacementcoverage is _ provided, City has the right, but not the duty, to obtain insurance it deems necessary to protect its interests under this or any other agreement and to pay the premium. Any premiumso paid y City shall be charged to and promptly paid by Consultantor deducted from sums due Consultant, at City option. is _acknowledged by_ e parties of this _agreement _ that _all insurance cov r required c be providedConsultant r any subcontractor, is intended to apply first and on a primary, non-contributing basis in relation to any other insurance or self-insurance av it o City. 9. Consultant are s to ensure that subcontractors, and anyother rty -i olv i the projectis brought ontoor involved in the project by Consultant, rvi e same minimum insurance coverage required onsul Consultant _agrees to monitor and reviewall such coverage ss s all responsibility for ensuring that such coverage is providedin conformity it the requirements of this section. ons I ree t upon request, all agreements with subcontractors and others n in the projectill be submittedto City for review. 10. Consultant _agrees not to_ self -insure r to usey seli-insured retentions r deductibles on any portion -of the insurance required herein (with exception r ssi n l liability coverage, if required) n rt r agrees that i ill not allowy contractor, subcontractor, rc i t, Engineer or other entity or personin any wayinvolved in the performanceof work on the project contemplated by this agreement c self-insureself-insure its li ti ns _ to City. I Consultant's isi coverage includes a deductibleor self -insured retention, deductible r self -insured retention must be declarede City. At that time the City shall _ review ti s with the Consultant, which may include uci r eliminationof the deductibleor self -insured retention, substitution other coverage, or other solutions. 1. The City reserves the right t any time during term of this Agreementto change the amounts types of insurance required y giving Consultanti t ) days advance writ en notice of such change. If such change results in substantial additional cost to the Consultant, the City will negotiate i io I compensation ro r ion to the increased be fit to City. 12. r - purposes of applyinginsurance coverage only, this Agreement ill be deemedto-have been executedimmediately n any party hereto taking any steps that can be deemed to be in furtheranceor towards er or nc is Agreement. Last revised April 2015_ EXHIBIT -Page 4 of 6 1 . Consultant _ acknowledges n_ agrees _at any actual or alleged failure on the partit o inform salt nt 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. . Consultant will renew the required coverage annually as_ long as City, or its employees or agents face an exposure r operations f 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 nil City executes a written statement to that effect. 15. Consultant shall provide proof_that policies of insurance required herein i induring e_term of this Agreement haverenewed or replaced with other policies providing at least the same coverage. roof that such coverage s 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 o insurance andfor additional insured en ors a_required in these specifications applicable the renewing or new coverage must be providedCity within five() days of the expiration of coverages. . The provisions of any _ workers' compensation or similar act _ ill not limit e obligations cns It n under this agreement. Consultant expressly agrees not to use any statutory immunity defenses under such s with respect to City, its employees, icia s, and agents. . Requirements of specific cov_r____ features r limits cn i _ i this section r of intended s limitations on coverage, i its or other requirements or as a waiver of any coverage or Il r i y any given policy. Specific reference to a givencoverage feature is for purposes o clarification only as it pertains to a givenissue, and is not intended ray party or insured to be limiting or all-inclusive. 18. These insurance requirements are intended t_ be separate and distinct from any other provision in this Agreement and areintended by the pari s ( ere to be interpreted as such. 19. The requirements in this Exhibit supersede all other sections _ and revisions of this Agreement to the extent that any other section or provision conflicts with or impairs the provisions oft is Exhibit. 20. Consultant re s to be _responsible or ensuring _ contract used by any party involved in any way withe project reserves the right o charge City or Consultant for the cost of iio insurance coverage required y this agreement. ray such rovisions are to be deletedit reference o City. It is not Last revised April 2015 EXHIBIT Page 5 of the intent of City to reimburse any third party for the cost of complying wi these requirements. Ther ll be no recourse in t City for payment of r iu or other amounts withrespect thereto. 1® Consultant agrees___ provide immediate notice o_ City of any claim r loss against Consultantarising out of the workperformed under this agreement. City assumes no obligationr liability by suchtic cat has the right (but not the duty) to monitor the handling of any suchclaim or claims if they are likely to involve i y® Last revised April 2015 EXHIBIT Page 6 of Exhibit Indemnification R"IrIMMITIMI in a. Indemnification _for Pr ofessional Lia iliy,m__When_the law establishes professional standard f care rConsultant's Services, tote fullest extent permitted , Consultant shallindemnify, protect, defend (with counsel reasonably cd le to City),_ n old harmless City and any and all of its officials, employees, an ("Indemnified Parties") from ins and I claims, losses, liabilities of everykind, nature, and description, damages, injury (including, without limitation, injury to or death of an employeeof Consultant or of y subcontractor), costs and expensester actual, alleged or threatened, including, without i i a i , incidental consequential dama e, court costs, attorneys' fees, litigation expenses, es of expert consultants r expert witnesses incurred in connection therewith and costs of investigation, 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 (r any entity or individual that _Consultant shall e liability thereof) in the performance of professionalservices r this agreement. With respect to the design of public improvements, ons i nt shall not be liablefor any injuries or property e resulting r ter use of the designlocation other than that specified in Exhibiti ri ten consent of the Consultant. b. Indemnificationfor Other Than ProfessionalLiability. h r than i the performance of professional services and to the full extent r ite 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 rode i s, losses, expenses or costs of any kind, whether actual, allegedr 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 o investigation, the extent the same arise out of, are consequence , or are i any way attributableo, in whole or in part, the performance oft is Agreement by Consultant or by any individual or entity for which Consultantis legally liable, including but nof limited to officers, agents, employees, or subcontractors of Consultant. F.2 Standardn ni is do r visio sa Consultant_ agrees to obtain executed indemnity agree n s with provisions identical o those set forth herein this section from each every subcontractor or any other person or entity involved by, for, with or on behalf of Consultant in the performanceof this Last revised April 2015 _EXHIBIT IF Page 1 of Agreement. _ _ event _ Consultant fai to obtainsuch indemnity obligations from others as required r in, Consultant agrees to be fully responsible according to the terms of this Exhibit. Failure of Cityitor compliance with these requirements imposes no additional obligations on Cityill in no way act as a waiver of any rights hereunder. This obligation to indemnify i s set forth hereinis binding on the successors, ssi ns or heirs of Consultant and shall survive termination of this agreement or this section. I it . .Provisions forContracts fat to Construe on. i out c i t ri f City r r vial is _ r Consultant shall not be required to indemnifyand holdr iy for liability attributableto the activenegligence of City, provided suchactive negligence is determined y agreement between the parties or by the findings of a court competent ris icti n. In instances where Cityis shown to haven actively negligent and whereiy's active negligence acc u is for only a percentagef the liability involved, i tic of Consultant will be for that entireportion or percentage i ili not attributable to the active negligence of City. . Indemnification ProvisionsiProfessionals._ 6pplicab ili Section O.Notwithstandingc i _() r i following indemnification ni i do r isi n shall apply to Consultants who constitute"design roes i ®" as the termis defined in paragraphto 2. . m_�..f Indemnification. To the_ fullest extent -permitted _ y -law, Consultantshall indemnify, defend (with counsel reasonably cc t o City), _ ofd harmless the Indemnified ries from and againstI claims, ss , liabilities of everyi scri i , injury (including, wi u limitation, injury to or death of an employee of Consultant or o any subcontractor), costs s incurred, including, i o i it i, court costs, reasonable atfor s' fees, litigation ex s s n expert consultants or expert witnesses incurred in connection i costs of investigation, that aris out of, pertain to, or relate todirectly or indirectly, i whole or in part, the negligence, recklessness, r wrongful misconduct Consultant, subcontractor, nyon it ctl or indirectly employ them or anyone they control. . i n professional De fined. . s used i _ is_ Section(_)® t r ®a sin ssi n l" shall' —belimit—ed to licensed rc i c s, registered professional n i rs, licensed professionalland surveyors landscape architects, all as definedn current , and as may be amendedfrom time o time by Civilo Last revised April 2015 EXHIBIT Page 2 of HERMANN —; SIGN G ,OU P LANDSCAPE ARCHIlECIURE 1 PLANNING 1 PROJECT MANAGEMENT January 12, 2015 Via Email Mr. Steve Howlett CITY OF LA QUINTA 74-495 Calle Tampico La Quinta, CA 92247-1504 Email: sh,owlejt@tzhilvintp.orq Re: YMCA La Quinta Child Development Center - Landscape Architectural Services Dear Steve: It is a pleasure to have an opportunity to work with the City of La Quinta in the preparation of the following proposal to address the landscape design for the YMCA facility on Moon River Drive near Avenue 50. We can begin work immediately upon award of the contract and appreciate the opportunity to provide our services to the City of La Quinta. If there are any questions or concerns regarding this proposal, please give me a call at 760-777-9131. Best regards, HERMANN DESIGN GROUP, INC. CPwiik E. Chris Hermann, ASLA CLARB Certified Landscape Architect Principal ECH/kmh Enclosures 77-899 Wolf Road, Suite 102 Palm Desert, California 92211 (760) 777-9131 • (760) 777-9132 Fax CITY OF LA QUINTA YMCA — Landscape Architecture Services SCOPE OF SERVICES The following scope`work addresses landscape and irrigation improvements tote YMCA La Quinta Child DevelopmentCenter located on Moon River Drive near Avenue 1. PROJECT INITIATION urve-yLSite Review — Hermann sin Group will review the existing site conditions and note plant material to be removed and remain. Base Sheets — We will develop basesheets from Ins provided by the City files. IL FINAL DESIGN SERVICES e will utilize the preliminary design provided by the City and will prepare the following working r in s: emolitidn Man - This plan will note all material to remain and the materials to be removed. I lantin Flan end Details; is plan will illustrate the location of all plant material. plantlegend ill describe the Latin and common names, sizes and remarks for each plant shown on the plan. Paving materials will be called out on the plan. Details will be provided s required. This plan will note that there is grading by others. Iri atio�r and Details This plan will illustrate e location of all irrigation components. Details will be provided as required. Irrigation ter budget calculations re not included. CVWD submittal and approval is not included. L AGENCY APPROVAL e will submit tote City all plans, and/or other necessary documents required to obtain approval. The followingIan check submittals are included: 1 nd Review — % Check Plans (Planting PIan) 2rd Review — 1 % Check Plans e will make revisions as required y the City and resubmit plans for approval. Final plans will not be submitted iersiCounty Agricultural Commission or CVWD for approval. z Deliverables:i All approved plans will be providedto the City in the requested utoC version, as well s formatted for , " size mylar. January 12, 2016 1 HERMANN DESIGNs CITY OF LA QUINTA YMCA — Landscape Architecture Services FEES AND CHARGES Our fees will be billed on a percentage complete basis based upon our normal hourly rates per Attachment -1. All reimbursable expenses will be billed in accordance with Attachment -1. 1. PRELIMINARY DESIGN $2,000.00 IL FINAL DESIGN $2,000.00 Ill. AGENCY APPROVAL $ 750.00 IV. REIMBURSABLES Billed Only as Incurred Allow $ 200.00 TOTAL UMM All provisions of Attachment -1 and Attachment -2 are an integral part of this proposal as if herein written in full. This agreement represents the entire and integrated agreement between the Client and the Landscape Architect and supersedes all prior negotiations, representations or agreements, either written or oral. This proposal shall be deemed to expire within 45 days of proposal date if not fully executed. APPROVED: m k WK01 a W." Kole] I g, k fag N BY: HERMA7NN ?S1 N 7GR INC " andscape Architect") BY: E,IC��hds rm nn, X C st r t % Wnd a,' Architect President UP/ DATE: 2 - /-A�I January 12, 2016 2 HERMANN DESIGN GROUP, INC. CITY OF LA QUINTA ®Services ATTACHMENT -1 NORMAL HOURLY RATES Principal Landscape Arcie/ ri ncipal Planner_ er hour Project Manager 115.00 per hour Landscape Architect 100.00 per hour Senior Designer 95.00 per hour Specification Writer 95.00 per hour Designer 85.00 per hour Professional _Staff 65.00 per hour OUTSIDE CONSULTANTS Services of outside consultants not listed in this proposal, at our direct cost, plus 15% of the actual cost of their services for coordination. REIMBURSABLES Reimbursable items, such e cost of reprographics, soil samples, and autotravel outside the Coachella Valley ill be charged at our cost plus 1 %. OVERTIME -It is the landscape rc i ct's responsibility to schedule the rojec's completion under normal conditions without the use of the staff on an overtime basis. If the City adjusts the deadline or requests that work be completed rlier than originally scheduled s requires overtime, the fees shall be adjusted to cover the increased costs incurred by the landscape rcitect. The hourly rates for overtime ill be one andone-half (1-1/) times the hourly rates above. TIMES e will bill on a monthly basis in proportiono the time sent on the project to date. All billing statements are due upon receipt. Interest ill be charged at the rate of 1- / % per month on e past due balance ninety ays and over. Due to increases in wages/benefits, fees and hourly rates are-subjeotto an annual increase o %. s t January 12, 2016 3 GROUP,HERMANN DESIGN I__ ServicesCITY OF LA QUINTA YMCA — Landscape Architecture ADDITIONALATTACHMENT -2 Additional services shall be performedonly when requested or approved by the City. Compensation for such services shall be in accordancei ur Normal Hourly Rates and Reimbursableitems, per Attachment -1. Additional services may include, re not limited 1. Revisions or modificationsto documents, drawings, or specifications e such revisions r modifications areinconsistent wi rov Is or instructions revio sly given or are required the enactment or revision of codes or laws by governmental agencies vin jurisdiction over the project subsequent to, the preparation of such documents, drawings, or specifications. . Attending anypublic hearings or meetings- not otherwise covered in the proposal scope of services. . Work requested by that is not heretofore mentioned. RESPONSIBILITYCITY 1. _-Site Plan with appropriatecallouts for street infrastructure and other site l 2. Complete information concerning av i! I e ices and utilities. 1 The cost of structural, electrical, civil engineering if later required. 4. Water feature construction r i s, including (but not limited o) plumbing electrical specifications. The landscape architect will be entitled to rely on the adequacy an accuracy of the information provided y Client or lien's consultants and representatives. OWNERSHIP OF DOCUMENTS Hermann Design Group grants its City a nonexclusive license to use landscape arc i ctr documents as described in thisagreement rovi City performs in accordance withthe terms of this agreement. No other license is implied or granted under this agreement. All instruments of professional service prepared by the landscape rci c, including ut not limited r i s, specifications II digital files, are the propertyf the landscape architect. These documents shall not be reused other projects without the landscape architect's rit n permission. Hermann Designr retains II rights, including copyrights, in its documents. INDEMNIFICATION agrees,The City permitted by r indemnify and hold Landscape Architect, its officers, directors, employees and subconsultants against all damages, # or r including reasonable #fees R defense costs,. the extent caused by the City's negligent acts in connection with the Project and the acts of its contractors, subcontractors or other consultants or anyone for whom City is legally liable. The Landscape Architect agrees, to the fullest extent permitted by law, to indemnify and hold harmless the City, its officers, directors and employees against all damages, liabilities or costs, including reasonable attorneys' fees and defense costs, to the extent caused by the Landscape Architect's negligent performance of landscape architecture services under this Agreement and that of its subconsultants or anyone for whom the Landscape Architect is legally liable. Neither the City nor the LandscapeArchitectbe obligated to indemnifyother party manner whatsoever for the other party's own negligence or for the negligence of others. January 12, 2016 DESIGN HERMANN ,I CITY OF LA QUINTA VM—CA — Landscape Architecture Services OPINIONS OF PROBABLE CONSTRUCTION COSTS The landscape r it ct has no control over the cost of labor, materials, or equipment, or over the contractor's of determining prices, or over competitive bidding or market conditions. r opinions of probableconstruction costs provided for herein are to be made on the basis of our for 's experience u liic ions. These opinions represent r best judgment due to our familiarity with the construction industry. o ver, we cannot n o not guarantee that proposals, bids, or the construction cost will not vary from opinions of probable cost prepared by s. If the City wishes greater assurance as to the construction cost, he shall employ n independent cost estimator. LIMITATIONLIABILITY The City rees to limit landscape ro i ct's liability to the City and to all construction contractors and subcontractors on the project due to the landscape r i c' li enacts, errors or omission, such that the total aggregate liability of the landscape architect shall not exceed e amount of the landscape architect's contractual f PROJECT RESTART FEE Because of substantial costs incurred y the landscape ar it ct to stop n restart roj c once it is underway, should is rojec's progress be halted at any time for 30 or more days by the City, for any reason other than agency approval process delay, a project restart fee o or 1 % of the total fee earned to date, whichever is greater, will be due and payable immediately. TERMINATION This agreement may be terminatedy either party upon seven (7) days writtennotice via registered mail, should the other party fail substantially to perform in accordance with its terms through no fault oft e other. In the event of termination due to the fault of others, the landscape architect shall be paidis compensation for expenses then due. If a dispute arises under this contract and litigation is instituted, the prevailingshall be entitled to recover its reasonable attorney fees. RESOLUTIONDISPUTE City and landscape arc it c r to mediate disputes arising out of or relating to this agreement eor initiating litigation. The mediationall be conducted i do service acceptable to both parties. A party shall make a demandfor mediation within s reasonable time after a claim or dispute arises, and the parties agree to mediate in good faith. In no event shall any demand for mediation be made after such a claim or dispute would be barred by applicable Mediation fees shall be shared u ly. z NOTICE Landscape rc it c s are regulated by The State of California. Any questions'c r i landscape r i ct may be referred o The Landscape ro itects Technical Committee, 2420 Del Paso Road, Suite105, Sacramento, CA 95834 (1 ) 7 -3 . January 12, 2016 5 HERMANN DESIGNs INC. I' ! 1114 ` � ACX3RH DATECERTIFICATE OF LIABILITY INSURANCE r2117/2016 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 i • PRODUCER, f CERTIFICATE THE IMPORTANT: O R ....x a • ADDITIONAL INSUREDr • . r • endorsed. If SUB• • + i AD , subject to the terms and conditions of the policy, certain policies may require an endorsement. A statement on this certificate does not confer rights t -RODUCER Stanco Insurance Services, Inc. PHONE 78365 Highway D � •ES&_- • La Quinta, CA 92253 INSURER(S) AFFORDING COVERAGE O • ` t Hartford _ _ s • , INSURED Hermann Design Group, Inc. INSURER 13. Employers Compensation Ins. 78365 Highway ` La r ,... 92234 760-777-1233 COVERAGES CERTIFICATE NUMBER: REVISION NUMBER: THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. INSR AUUL1sUbK VTR TYPE OF INSURANCE INSR WVD POLICYNUMBER POLICY E F F POLICY EXP MMtDD/YYYY =Ui2==L LIMITS GENERAL LIABILITY EACH OCCURRENCE $ 1 000 000 X COMMERCIAL GENERAL LIABILITY PREMISES Ea occurrence $ 300,000 CLAIMS -MADE X OCCUR MEDEXP lAny one Lerson $ 10 000 59SBAPI1876 06/15/1506/15/16 PERSON AL&ADVINJURY $ 000 000 Y GENERAL AGGREGATE $ 2,000,000 GENT AGGREGATE LIMIT APPLIES PER: PRODUCTS - COMP/OP AGG $ 2,000,000 POLICY PRO LOC $ AUTOMOBILE LIABILITY COMBINED SINGLE LIMITour Ea accident r r ANYAUTO 59S P11$76 BODILY INJURY (Per person) 06/15/1506/15/16 $ ALL OWNED SCHEDULED A AUTOS AUTOS BODILY INJURY (Per accident) $ NON -OWNED PROPERTY DAMAGE $ HIRED AUTOS AUTOS Per accident $ i UMBRELLA LIAR X OCCUR 59 P1 7 EACH OCCURRENCE 06/15/1506/15/16 $ 1,000,000 i EXCESS LIAB CLAIMS -MADE _TDEDT1 AGGREGATE $ 1,000,000 RETENTION WORKERS COMPENSATION .WCSTATU- OTH-, AND EMPLOYERS' LIABILITY �^ yy ANY PROPRIETOR/PARTNER/EXECUTIVE YIN EIG 15®7 65 J �+L ®6/11/1506/11/16 I 1,000,000 �C OFFICER/MEMBER EXCLUDED? N/A E.L. EACH ACCIDENT $ (Mandatory in NH) E.L. DISEASE - EA EMPLOYEE $ r r If yes, describe under 1 0 0 0 DESCRIPTION OF OPERATIONS below E.L. DISEASE - POLICY LIMIT r DESCRIPT�8tl OF OPERATIORS / LOCATIORS / TEnICLES (Attach ACORD 101,Additional Remarks Schedule, if more space is required) The City of _ Quint_, and its officers and employees are namedas • • • insured on the above _l liability • r Includes: Waiver of subrogation, and Primary and Non contributory wording. Re: La Quinta Auto Collection and La Quinta YMCA Center NOTICE City Of La Quinta all Tampico SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE ,� 95 THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN La Quinta, CA 92253 ACCORDANCE WITH THE POLICY PROVISIONS, Attn: mcasillas@la-quinta.org AUTHORIZED REPRESENTATIVE. © 1988-2010 ACORD CORPORATION. All rights reserved. ACORD 25 (2010/05) The ACORD name and logo are registered marks of ACORD Form SS 00 08 04 0 ® 2005, The Hartford QUICK REFERENCE BUSINESS LIABILITY COVERAGE FORM READ YOUR POLICY CAREFULLY A. COVERAGES Business Liability Medical Expenses Coverage Extension - Supplementary Payments B. EXCLUSIONS [*jEjkTjTj X0L#jt6VAj Beginning on Page 1 1 2 2 3 10 14 1. Bankruptcy 15 2. Duties In The Event Of Occurrence, Offense, Claim Or Suit 15 3. Financial Responsibility Laws 16 4. Legal Action Against Us 16 5. Separation Of Insureds 16 6. Representations 16 7. Other Insurance 16 8. Transfer Of Rights Of Recovery Against Others To Us 17 F. OPTIONAL ADDITIONAL INSURED COVERAGES 18 Additional Insureds 18 G. LIABILITY AND MEDICAL EXPENSES DEFINITIONS 20 n Tarious provisions in this policy restrict coverage. Read the entire policy carefully to determine rights, duties and what is and is not covered. Throughout this policy the words "you" and "your" refer to the Named Insured shown in the Declarations. The wori "we", "us" and "our" refer to the stock insurance company member of The Hartford providing this insurance. The word "insured" means any person or organization qualifying as such under Section C. - Who Is An Insured. Other words and phrases that appear in quotation marks have special meaning. Refer to Section G. - Liability And Medical Expenses Definitions. A.COVERAGES (a) The "bodily injury" or "property 1. BUSINESS LIABILITY COVERAGE (BODILY damage" is caused by an INJURY, PROPERTY DAMAGE, PERSONAL "occurrence" that takes place in the AND ADVERTISING INJURY) "coverage territory Insuring Agreement a. We will pay those sums that the insur becomes legally obligated to pay damages because of "bodily injur "property damage" or "personal a advertising injury" to which this insuran applies. We will have the right and duty defend the insured against any "sui r r U seeking those damages. However, we have no duty to defend the insured again. any "suit" seeking damages for "bodi injury", "property damage" or "personal a 1 advertising injury" to which this insuran does not apply. I 'ITe may, at our discretion, investigate a "occurrence" or offense and settle any claii or "suit" that may result. But: (1) The amount we will pay for damages limited as described in Section D. Liability And Medical Expenses Limi4l Of Insurance; and (2) Our right and duty to defend ends wh we have used up the applicable limit insurance in the payment of judgmen settlements or medical expenses to whii this insurance applies. No other obligation or liability to pay sumsis perform acts or services is covered unle explicitly provided for under Covera Extension - Supplementary Payments. b. This insurance applies: (1) To "bodily injury" and "property damage" only if: (b) The "bodily injury" or "prope damage" occurs during the poli period; and (c) Prior to the policy period, no insurn listed under Paragraph 1. of Secti C. — Who Is An Insured and "employee" authorized by you to gii or receive notice of an "occurrenc or claim, knew that the "bodily inju or "property damage" had occurre in whole or in part. If such a list insured or authorized "employe knew, prior to the policy period, th. the "bodily injury" or "prope damage" occurred, then a continuation, change or resumpti of such "bodily injury" or "prope damage" during or after the poli period will be deemed to have be known prior to the policy period. (2) To "personal and advertising injul-m caused by an offense arising out of yo, business, but only if the offense w committed in the "coverage territor during the policy period. c. "Bodily injury" or "property damage" will - deemed to have been known to ha ' occurred at the earliest time when a insured listed under Paragraph 1. of Secti C. — Who Is An Insured or any "employe authorized by you to give or receive noti - of an "occurrence" or claim: (1) Reports all, or any part, of the "bodi injury" or "property damage" to us any other insurer; Form SS 00 08 04 05 Page 1 of 24 @ 2005, The Hartford (2) Receives a written or verbal demand i claim for damages because of the "bodi injury" or "property damage"; or (3) Becomes aware by any other means th "bodily injury" or "property damage" hz occurred or has begun to occur. d. Damages because of "bodily injury" incluc damages claimed by any person organization for care, loss of services death resulting at any time from the "bodi e. Incidental Medical Malpractice (1) "Bodily injury" arising out of & rendering of or failure to rendi professional health care services as physician, dentist, nurse, emergen( medical technician or paramedic shE be deemed to be caused by e "occurrence", but only if: (a) The physician, dentist, nurs, emergency medical technician paramedic is employed by you provide such services; and (b) You are not engaged in & business or occupation of rov i providir such services. (2) For the purpose of determining the limits of insurance for incidental medical malpractice, any act or omission together with all related acts or omissions in the furnishing of these services to any one person will be considered oie "occurrence". a. 'ITe will pay medical expenses as described below for "bodily injury" caused by an (1) Onpremises you own orrent; CQ On ways next to premises you own or rent; or . CD Because ofyour operations; provided that: (1) The accident takes place in the "coverage hanitomr and during the policy period; (2) The expenses are incurred and reported to um within three years of the date of the accident; and (3) The injured person submits to emamination, at our oxpmnsa, by physicians ofour choice aaoften eawe reasonably require. t. We will make these payments regardless of fault. These payments will not exceed the applicable limit of insurance. We will pay reasonable expenses for: (i) First aid administered at the time of an accident; (2) Necessary medical, muqgioa|, x-ray and dental aen/iooe, including prosthetic devices; and (3) Necessary ambulance, hospit professional nursing and fune services. I a. We will pay, with respect to any claim "suit" we investigate or settle, or any "su against an insured we defend: (1) All expenses we incur. (2) Up to $1,000 for the cost of bail bon required because of accidents or traff law violations arising out of the use 0 any vehicle to which Business Liabilil Coverage for "bodily injury" applies. - *'o not have to furnish these bov4s. I (3) The cost of appeal bonds or bonds to release attachments, but only for bond amounts within the applicable limit of insurance. We do not have to furnish these bonds. (4) All reasonable expenses incurred by the insured at our request to assist us in the investigation or defense of the claim or "suit", including actual loss of earnings up to $500 a day because of time off from work. (5) All costs taxed against the insured (6) Prejudgment interest awarded against the insured on that part of the judgment we pay. If we make an offer to pay the applicable limit of insurance, we will not pay any prejudgment interest based on that period of time after the offer. (7) All interest on the full amount of any judgment that accrues after entry of the judgment and before we have paid, offered to pay, or deposited in court the part of the judgment that is within the applicable limit of insurance. Any amounts paid under (1) through (7) above will not maluce the Iiiiits of ivsuri�nce. b. If we defend an insured against a "su and an indemnitee of the insured is all named as a party to the "suit", we defend that indemnitee if all of t following conditions are met: (1) The "suit" against the indemnit seeks damages for which the insur has assumed the liability of t indemnitee in a contract or agreemle that is an "insured contract"; (2) This insurance applies to such liabili'M assumed by the insured; (3) The obligation to defend, or the cost the defense of, that indemnitee, h also been assumed by the insured the same "insured contract"; (4) The allegations in the "suit" and t information we know about t "occurrence" are such that no confli appears to exist between the interes of the insured and the interest of t (5) The indemnitee and the insured ask us to conduct and control the defense B. of that indemnitee against such "suit" and agree that we can assign the same counsel to defend the insured and the indemnitee; and bA Agrees inwriting to: (I) Cooperate with us in the inventgadon, settlement or defense ofthe °auit"; (U) Immediately send uacopies of any denxando, noUooe, summonses or legal papers namaivad in connection with U|UNotify any other insurer whose coverage is available to the indomnibae; and (iv) Cooperate with us with respect to coordinating other applicable insurance ovoi|mb|a to the indemnitee; and (b) Provides us with vvh#en authorization to: (|) Obtain records and other information related to the "suit"; and (i|) Conduct and control the defense of the indomnihee in such "suit". attorneys' fees incurred by us in the defense of that indemnitee, necessary litigation expenses incurred by us and necessary litigation expenses incurred by the indemnitee at our request will be paid as Supplementary Payments. Notwithstanding the provisions of Paragraph 1.b.(b) of Section B. — Exclusions, such payments will not be deemed to be damages for "bodily injury" and "property damage" and will Our obligation to defend an insured's indemnitee and to pay for attorneys' fees and necessary litigation expenses as Supplementary Payments ends when: (1) We have used up the applicable limit of insurance in the payment of judgments or settlements; or (2) The conditions set forth above, or the terms of the agreement described in Paragraph (6) above, are no longer met. EXCLUSIONS 1. Applicable To Business Liability Coverage This insurance does not apply to: a. Expected Or Intended Injury (1) "Bodily injury" or "property damag expected or intended from t standpoint of the insured. Th exclusion does not apply to "bodi injury" or "property damage" resulti from the use of reasonable force protect persons or property; or (2) "Personal and advertising injury" arisi out of an offense committed by, at t direction of or with the consent acquiescence of the insured with t expectation of inflicting "personal a advertising injury". b. Contractual Liability (1) "Bodily injury" or "property damage"; or (2) "Personal and advertising injury" for which the insured is obligated to p damages by reason of the assumption liability in a contract or agreement. This exclusion does not apply to liability for damages because of: (a) "Bodily injury", "property damage" or "personal and advertising injury" that the insured would have in the absence of the contract or agreement; or (b) "Bodily injury" or "property damage" assumed in a contract or agreement that is an "insured contract", provided the "bodily injury" or "property damage" occurs subsequent to the execution of the contract or agreement. Solely for the purpose of liability assumed in an "insured contracV, reasonable attorneys' fees and necessary litigation expenses incurred by or for a party other than an insured are deemed to be damages because of "bodily injury" or "property damage" (i) Liability to such party for, or for the cost of, that party's defense has also been assumed in the same "insured contract", and (ii) Such attorneys' fees and litigation expenses are for defense of that party against a civil or alternative dispute resolution proceeding in which damages to which this insurance applies are alleged. "Bodily injury" or "property damage" fi which any insured may be held liable t reason of: (1) Causing or contributing to tl' intoxication of any person-, (2) The furnishing of alcoholic beverages a person under the legal drinking age under the influence of alcohol; or (3) Any statute, ordinance or regulatic relating to the sale, gift, distribution use of alcoholic beverages. This exclusion applies only if you are in tl business of manufacturing, distributin selling, serving or furnishing alcohol d. Workers' Compensation And SimM Laws Any obligation of the insured under workers' compensation, disability benefi or unemployment compensation law any similar law. e. Employer's Liability "Bodily injury" to: (1) An "employee" of the insured arisia, out of and in the course of: (a) Employment by the insured; or (b) Performing duties related to the conduct of the insured's business, or (2) The spouse, child, parent, brother or sister of that "employee" as a consequence of (1) above. (1) Whether the insured may be liable as an employer or in any other capacity; and (2) To any obligation to share damages with or repay someone else who must pay damages because of the injury. This exclusion does not apply to liability assumed by the insured under an "insured I N 0 FITOT M_ ror (1) "Bodily injury", "property damage" or "personal and advertising injury" arising out of the actual, alleged or threatened discharge, dispersal, seepage, migration, release or escape of "pollutants": (a) At or from any premises, site or location which is or was at any time owned or occupied by, or rented or loaned to any insured. However, this subparagraph does not apply to: 0 "Bodily injury" if sustained within a building and caused by amoke, fumew, vapor or soot produced byororiginating from equipment that is used to haot, ooV| or dehumidify the bui|ding, or equipment that is used to heat water for personal use, by the building's occupants or their UU "Bodily injury" or "property damage" for which you may be held |iab|e, if you are a contractor and the owner or |osamm of such premises, site or location has been added bzyour policy as an additional insured with respect to your ongoing operations performed for that additional insured at that promieem, site or location and such premimms, site or location in not and never was owned or occupied by, or rented or loaned to, any insunad, other than that additional insured; or U|U"Bodi|y injury" or "property ne|oomed an part of the damage" arising out of huaL, operations being performed smoke or fumes from a by such insured, contractor or "hostile fire"; subcontractor; (b) At or from any pnemiaes, site or (U) "Bodily injury" or "property location which is or was at any damage" sustained within e time used by orfor any insured or building and caused by the others for the hand|inO, atonaga, release of Aasem, fumes or diaposa|, processing or treatment vapors from mahaha|a brought of waste; into that building in connection (o) Which are or were at any time with operations being performed transported, hund|od, ehormd, by you or on yourb�ha|fby� tneoted, disposed o[ or processed contractor or ' aawaste bynrfor: (iK1),'Bodi|y injury" or "property (|\ Anyinauned�nr damage" arising out of heat ' smoke or fumes from � (iU /\nyperson ororgan�aUnnfor "hostile fire"; whom you may be legally ' responsible; (e) At or from any pnamiaea, site or |ooationonvvhiohanyinoun*dorany (d) At or from any pnemises, site or contractors or subcontractors|ooation on which any insured or working directly or indirectly on any any contractors or subcontractors inaun*d.s behalf are performingworking directly or indirectly on operations if the operations are to any inauned'a behalf are test for, monitor. clean up. remova. performing operations if the oonbain, trmet, detoxify or neutra|ize, "pollutants" one brought on or to orinany way respond to, orassess the prmmieee, site or |noaiinn in the effects of, ''po||ubanis^ connection with such operations by such inaurad, contractor or (2) Any |oen, cost wrexpense arising out subcontractor. Hovvavor, this of any: subparagraph does not apply to: (a) Request, demand, order orstatutory (i) "Bodily injury" or "property or regulatory requirement that any damage" arising out of the " insured or others test fbr, monihor, ' ' escape of hue|a. lubricants or clean up, romova, contein, treat, other operating fluids which are detoxify orneutralize, orinany way needed to perform the normal respond to, orassess the effects of, m|ectrima|, hydraulic or "pollutants"; or mechanical functions (b) Claim or suit by or on behalf of necessary for the operation of governmental authority for "mobile equipment" orits parts, damages because of testing for, if such fuo|m. lubricants or other monitoring, cleaning up, nemoving, operating fluids escape from oontaining, tn*ating, detoxifying or vehicle part designed to ho|d, nuutna|izing, or in any way store or namaiwa them. This responding to, or assessing the exception does not apply ifthe effects of, "po||utanta^ "bodily injury" or "property Hovvever, this paragraph does not damage" arises out of the apply to liability for damages because intentional diecharge, dispersal of "property damage" that the insured or release of the fuels, would have in the absence of such lubricants or other operating request, demand, order orstatutory or fluids, or if such fuels, regulatory naquirmmant, or such claim lubricants or other operating or "suit" by or on behalf of a fluids are brought on or to the governmental authority. pnemises, site or location with the intent that they be dieohargud, dispersed or g. Aircraft, Auto OrWatercraft (2) The use of "mobile equipment" in. or "Bodily injury" or"property damage" arising while in practice or preparation for, a hip. maintenance, use or out of the ownership, racing, speed or entrustment to others of any aircraft, "auto" demolition contest or in any stunting orwatercraft owned oroperated bvnrrented activity. or loaned to any insured. Use includes 1. War operation and "loading orun|oadinQ° "Bodily injury", "property damage" or This exclusion applies even if the claims "personal and advertising irjugy', however against any insured a||ugu negligence or caused, arising, directly orindirectly, out of: other wrongdoing in the supervision, hiring. War, �r. including undeclared or civil war; trainingomp|oyment. �ining or monitoring ofothers ' ' by that insuned, if the "occurrence"which' (2) Warlike action by � military force, ' caused the "bodily injury" or "property action in hindering or damage" involved the ownership, defending against �n �niue| or maintenance, use orentrustment toothers of expected uxpmot�d attack, by any government, any aircraft, "auto" or watercraft that is sovereign or other authority using owned oroperated byorrented orloaned to mi|it�rypmroonne}oro�h�ragunta�or any insured. (3) |nmurnectimn, rebellion, nevo|ution. This exclusion does not apply to: usurped povvar, or action taken by governmental authority in hindering or M) Awabarona�vvhiiu�ahoneonpnemin�n defending against any ofthese. you own orrent; j. Professional Services (2) /�vvaton:ra�you do not that is: ' � "Bodily injury". "property damage" or (a) Less than 51 feet long; and "personal and advertising injury" arising (h) Not being used to carry persons out of the rendering oforfailure to render for acharge; any professional service. This includes (3) Parking an "auto" on, or on the ways but isnot limited to: next to, premises you own or rent, (1) Leoa|, accounting or advertising provided the "aubo''ianot owned byor services; rented orloaned to« o orthoinmun*d Y | (2) Prepahng, eppnzving, or failing to (4) Liability assumed under any "insured pnopema or approve maps, shop contract" for the nvvnarehip, dnawinga, opinionm, naports, surveys, maintenance or use of aircraft or field ondam, change orders, designs or watercraft; drawings and specifications; (5) "Bodily injury" or "property damage" (3) Supervimory, inapuction, architectural arising out of the operation of any of orengineering activities; the equipment listed in Panagnaphf.(2) (4) Madica|, murgioa|, donta|, x-ray or or t(8) of the definition of "mobile nursing services troaimont, advice or equipment"; or instruction; (6) An aircraft that is not owned by any (5) Any health or therapeutic service insured and iehired, chartered orloaned treatment, advice nrinstruction; with a paid onsw. Hmwm/mr, this � ' (6) Any service, treatment, advice or ' ' exception does not apply if the insured ' instruction for the purpose of has any ot �rinaunanooforauoh"bodi|y -' "property appearance orskin enhancomonLhair ' injury" or damage", whether er removal or replacement or personal the other insurance is primary, excess, ' contingent oronany other basis. grooming; ile obi|eEqu|pmnent' Mob (7) Optical or hearing aid services including the prescribing, preparation, "Bodily injury" or "property damage" §tting, demonstration or distribution of arising out of: ophthalmic lenses and similar 1) The transportation Vf"mobile equipment' products orhearing aid devices; by an "auto" owned or operated by or rented orloaned toany insured; or 1 1.11 &*ilu:*;$-.Iltm-*-IlinalroloIT14-tT-lx-eT4[K#T*ku (8) Optometry or optometric services including but not limited to examination of the eyes and the prescribing, preparation, fitting,demonstration or distribution of ophthalmic lenses and similar products; Ui (a) Body piercing (not including ear piercing); (b) Tattooing, including but not limited to the insertion of pigments into or under the skin; and (c) Similar services; (10) Services in the practice of pharmacy; and (111) Computer consulting, design or programming services, including web site design. ParagraAhs (4) an,4, (5) *f this 8xcIw.si,#n4* not apply to the Incidental Medical Malpractice coverage afforded under Paragraph 1.e. in Section A. - Coverages. k. Damage To Property "Property damage" to: (1) Property you own, rent or occupy, including any costs or expenses incurred by you, or any other person, organization or entity, for repair, replacement, enhancement, restoration or maintenance of such property for any reason, including prevention of injury to a person or damage to another's property; (2) Premises you sell, give away or abandon, if the "property damage" arises out of any part of those premises; (3) Property loaned to you; (4) Personal property in the care, custody or control of the insured; (5) That particular part of real property on which you or any contractors or subcontractors working directly or indirectly on your behalf are performing operations, if the "property damage" arises out of those operations; or (6) That particular part of any property that must be restored, repaired or replaced because "your work" was incorrectly performed on it. Paragraphs (1), (3) and (4) of this exclusion do not apply to "property damage" (other than damage by fire) to premises, including the contents of such premises, rented to you for a period of 7 or fewer consecutive days. A separate Limit of Insurance applies to Damage To Premises Rented To You as described in Section D. - Limits Of Insurance. Paragraph (2) of this exclusion does not apply if the premises are "your work" and were never occupied, rented or held for rental by you. , mrg mpl not apply to the use of elevators. Paragraphs (3), (4), (5) and (6) of this h-ai*-: &4 under a sidetrack a•reement. not apply to "property damage" to to perform operations at a job site. Paragraph (6) of this exclusion does not apply to "property damage" included in the "prod ucts-completed operations hazard". Damage To Your Product "Property damage" to "your product" arising out of it or any part of "Property damage" to "your work" arisir• out of it or any part of it and included in tl- "prod ucts-completed operations hazard". This exclusion does not apply if tl' damaged work or the work out of whic the damage arises was performed on yoi behalf by a subcontractor. n. Damage To Impaired Property Property Not Physically Injured "Property damage" to "impaired propert, or property that has not been physical injured, arising out of: (1) A defect, deficiency, inadequacy dangerous condition in "your produc or "your work"; or (2) A delay or failure by you or anyor acting on your behalf to perform contract or agreement in accordanc with its terms. This exclusion does not apply to the IoE of use of other property arising out sudden and accidental physical injuryf. "your product" or "your work" after it h� been put to its intended use. Form SS 00 08 04 05 Page 7 of 24 o. Recall Of Products, Work Or Impaired (c) Title of any literary or artistic work; Property NQ Arising out ofanoffense committed by Damages claimed for any |nea, cost or aninsured whose business is: expense incurred by you or others for the (a) Advertising, broadcasting, |oaa of use, vvithdnavva|, reoa||, inapecfion, publishing or telecasting; ropair, replacement, adjustment, removal ' ' ' (b) Designing or determining content � ordisposo|of� . ofweb sites for othmre�or (1) "Ynurprodud ' ' (c) An Internet search, access, (2) "Your work";or content orservice provider. (3) "Impaired property"; Hnwmver, this exclusion does not if such prVduut, work or property is apply to Paragraphs a., b. and o. withdrawn or recalled from the market or under the definition of "personal and from use by any person or organization advertising injury" in Section G. — because of known or suspected defect, Liability And K4mdiom| Expenses dmfioimnoy, inadequacy or dangerous Definitions. condition init. For the purposes of this exclusion, p. Personal And Advertising Injury placing an "advertisement" for or "Personal and advertising injury": linking to others on your web site, by (1) Arising out oforal, written or electronic itself, is not considered the business publication of material, if done by or at of advertising, broadcasting, the direction of the insured with publishing mrtelecasting; knowledge of its ha|mib/; (9) Arising out of an electronic chat room (2) Arising out written or or bulletin board the insured honto ' ' ' publication of material whose first' owns, or over which the insured publication took p|eum before the exercises control; beginning Vfthe policy period; (10) Arising out of the unauthorized use of (3) Arising anoe�anmmeorprodu(tinyoure-mai| t -' ' byoratth�diru��ionofth�inourmd� address, domain name or ' ' ' any other similar taoUma to mislead (4) Arising out of any breach of contract, anot oropnbantia|ouaiomona; except an implied contract to use . , "advertising (�1) out of the violation of a Arising anoLhmre idea'' in your ,advurtiaement" ` ' peraon.m right of privacy on*aimd by ' any state orfederal act. (5) Arising out of the failure of goods, ' ' Howeverthis exclusion does not products or aun/ioes to conform with' apply to liability for damages that the any statement of quality or insured would have inthe absence of performance made in your such state or aui�' "advertisement";� (6) Arising out Vfthe wrong description nn of Ahsingouto[ ` ' the price ofgoods, products orservices; (a) An "advertisement" for others on (7) Arising out of any violation of any your web site; intellectual property rights such as (b) Placing o link to a vvmb site of oopyright, patent, tnademark, trade others on your web site; nama, trade sacrot, son/iom mark or (c) Content from e vvmb site of others other designation of origin or displayed within a hema or border authenticity. onyour web site. Content includes Howmver, this exclusion does not infbnnedion, oode, sounda, te*d, apply to infringement in your graphics orimages; nr "advertisement", of (d) Computer oodo, software or (m) Copyright programming used hoenable: (b) S|ogan, unless the slogan is also (I) Your web site; or atnademark. trade name, mun/ima (iU The presentation orfunctionality mark or other designation of origin of an "advertisement" or other orauthenticity; or content onyour web site; (13)ArisinQ out of a violation of any anti- (a) May be ovvmnded or incurred by trust law; reason of any claim or suit (1»)Arising out ofthe fluctuation inprice or alleging actual orthreatened injury ws|uo of any stocks, bonds or other ordamage ofany nature orkind to aocuritiemor persons or propertywhichwould' not have occurred in whole or in (15)Ariaing out of discrimination or pm�buiforth�"a�boatnahe�and"� humiliation committed by or at the direction of any "executive ofDuur'. (b) Arise out ofany request, demand, dirmotor, stookhw|der, partner or order or statutory or regulatory member ofthe insured. requirement that any insured or others test for, monitor, clean up. �. Electronic Data remove, encapsulate, oontain. Damages arising out of the loss of, |omm of tn»ai, detoxify or neutralize or in use of, damage to, corruption of, inability any way respond to or assess the to aooues, or inability to manipulate effects ofan"asbestos hazavd";or "electronic daLa" . (c) Arise out of any claim or suit for r. Employment -Related Practices damages because of testing for. "Bodily injury" or"personal and advertising monitohng, cleaning up, namoving, injury" to: mnmapsu|sding, oontaining, bmoting, ) /\p�naon�hain�outofony� � detoxifying detoxifying or neutralizing or in any ' way responding toorassessing the (a) Refusal hoemploy that person; effects ofan"asbestos hazard" (b) Termination of that ponaVn'e t. Violation Of Statutes That Govern E- omp|oymontor K8mi|s' Fax, Phone Calls Or Other (c) Employment -related pnaodoms. Methods Of Sending Material Or po|ioiaa, acts or omissions, such as Information oouncion, demotion, evaluation, "Bodily injury", "property damage". or reassignment, discipline, "personal and advertising injury" arising dehameUon, hanaeement, humiliation directly or indirectly out of any action or or discrimination directed at that omission that violates or is alleged to person; or violate: (2) The spouse, chi|d, parent, brother or (1) The Telephone Consumer Protection oiabsr of that person as a Act (TCPA).including any amendment consequence of "bodily injury" or oforaddition hosuch law; "personal and advertising injury" tothe (2) The including ' parson at whom any of the ' any amendment oforaddition tosuch employment -related practices |avvor described inParagraphs (a).(b).or(o) ' above is directed. (3) Any statute, ordinance or regulation, This exclusion applies: other than the T(�PAorCAN-SPA�W Act� of 2003. that prohibits or limits the (1) Whether the insured may be liable as sonding, tranamitting, communicating or onemployer orinany other capacity; distribution ofmaterial orinformation. and Damage To Premises Rented To You — (2) To any obligation to share damages Exception For Damage By Fire, Lightning with orrepay someone else who must or Explosion pay damages because ofthe injury. Exclusions c.through h.and k. through o. do s. Asbestos not apply to damage by fine. lightning or (1) "Bodily injury", "property damage" or explosion to premises rented to you or "personal and advertising injury" temporarily occupied byyou with permission of arising out ofthe "asbestos hazard^ the owner. A separate Limit of Insurance (2) Any d�maA�e. judgments, u��omanba. applies to this coverage as described in ' loss, costs orexpenses that: Section D. - Liability And Medical Expenses Limits {}fInsurance. 2. Applicable ToMedical Expenses Coverage e. /\ trust, you are aninsured. Your trustees We will not pay expenses for "bodily injury": are also ineuruda, but only with respect to their duties antrustees. a. Any Insured Toany insured, except "volunteer vvorkmm" 2. Each ofthe following iaalso aninsured: b. Hired Person a. Employees And Volunteer Workers Toaperson hired iodowork for oronbehalf Your "volunteer vvorkana" only vvhi!a ofany insured oratenant ofany insured. performing duties related tothe conduct of your bueinoae, oryour ^amp|oyaaa''. other o. Injury ��m��rrn�||y��onu�ied�nemmi�e� than either your "executive officers" (if you To a person injured on that part of are an organization other than a pnamiame you wvvn or rent that the person partnership, joint venture or limited liability normally occupies. company) or your managers (if you are a d. Workers' Compensation And Similar limited liability company), but only for acts Laws within the scope of their employment by To e person, whether or not an you or while performing duties related to ,mmp|oyeo"ofany inaunad, if benefits for the conduct ofyour business. the "bodily injury" are payable ormust be Hovvevmr, none of these "employees" or provided under a workers' compensation "volunteer workers" are insureds for: or disability benefits law orm similar law. (1) "Bodily injury" or "penawnal and e' Athletics Activities advertising injury": To a person injured while practicing, bd To you, to your partners or instructing or participating in any physical members (if you are a partnership exercises or gomee, sports or athletic orjoint vmntuna).toyour members contests. (if you are a limited liability � Products -Completed Operations Hazard company), or to � co -"employee" ' while in the course of his or her Included with the "prod ucto-romp|eted employment or performing duties operations hazard". related to the conduct of your g. Business Liability Exclusions buminosa, or to your other Excluded under Business Liability Coverage. "volunteer workers" while performing duties related to the C. WHO IS AN INSURED conduct ofyour business; 1. |fyou are designated inthe Declarations as: (b) To the spouee, chi|d, parent. a. An individuai, you and your spouse are brother or eiabar of that oo- ineuneds, but only with respect to the "employee" or that "volunteer conduct ofabusiness ofwhich you are the worker" as e consequence of sole owner. Paragraph (1)(a)above; b. A partnership or joint voniuns, you are an (c) For which there is any obligation insured. Your members, your partners, and to share damages with or repay their spouses are also insureds, but only with someone else who must pay respect <othe conduct ofyour business. damages because of the injury c. A limited liability company, you are an described in Paragraphs (1)(a) or minounade. insured. Yourmembers are also � (b)above; or ' but only with respect to the conduct of your (d) Arising out of his o/ her providing business. Your managers are insureds, but or failing to provide professional only with respect to their duties as your health care services. managers. If you are not in the business of d. An organization other than a pahnenahip, providing professional health care joint venture or limited liability cnmpany, you men/imam. Paragraph (d) does not apply are mninsured. Your "executive officers" and to any nurau, emergency medical directors are inouneda, but only with respect technician or paramedic employed by totheir duties asyour officers ordirectors. you toprovide such services. Your stockholders are also insureds, but only (2) "Property damage" toproperty: with respect totheir liability aastockholders. (a) Owned, occupied nrused by, (b) Rented to, in the care, custody or control of, or over which physical control is being exercised for any purpose by you, any of your "employees", "volunteer workers", any partner or member (if you are a partnership or joint venture), or any member (if you are a limited liability company). c. Temporary Custodians Of Yo Property I Any person or organization having prop temporary custody of your property if y die, but only: (1) With respect to liability arising out of t maintenance or use of that property; a (2) Until your legal representative h been appointed. d. Legal Representative If You Die Your legal representative if die, b h. only with respect to duties as such. T 11? representative will have all your rights a duties under this insurance. Any subsidiary and subsidiary thereof, of yours which is a legally incorporated entity of which you own a financial interest of more than 50% of the voting stock on the effective date of this Coverage Part The insurance afforded herein for any subsidiary not shown in the Declarations as a named insured does not apply to injury or damage with respect to which an insured under this insurance is also an insured under another policy or would be an insured under such policy but for its termination or upon the exhaustion of its limits of insurance. 3. Newly Acquired Or Formed Organization Any organization you newly acquire or form, other than a partnership, joint venture or limited liability company, and over which you maintain financial interest of more than 50% of the voting stock, will qualify as a Named Insured if there is no other similar insurance available to that organization. However: a. Coverage under this provision is afforded only until the 180th day after you acquire or form the organization or the end of the policy period, whichever is earlier; and b. Coverage under this provision does not apply to: (1) "Bodily injury" or "property damage" that occurred; Vr (2) "Personal and advertising injury" arising out ofanoffense committed before you acquired or ;mnmad the organization. equipment along a public highway with your permission. Any other person or organization responsible for the conduct of such person is also an insured, but on1v with reSDect to liabilitv to that person or organization for this liability. However no ' %erson or or�#anization is an insured with respect to: a. "Bodily injury" to a co -"employee" of the person driving the equipment; or b. "Property damage" to property owned by, rented to, in the charge of or occupied by you or the employer of any person who is an insured under this provision. With respect to watercraft you do not own that is less than 51 feet long and is not being used to carry persons for a charge, any person is an insured while operating such watercraft with your permission. Any other person or organization responsible for the conduct of such person is also an insured, but only with respect to liability arising out of the operation of the watercraft, and only if no other insurance of any kind is available to that person or organization for this liability. However, no person or organization is an insured with respect to: a. "Bodily injury" to a co -"employee" of the person operating the watercraft; or b. "Property damage" to property owned by, rented to, in the charge of or occupied by you or the employer of any person who is an insured under this provision. 6. Additional Insureds When Required By Written Contract, Written Agreement Or Permit MNSIM, gay contract, written agreement orbecause of (e) Any failure to make such pmnnd issued by a state or political inspections, adjustments, tests or subd{vision, that such person or organization servicing as the vendor has be added as an additional insured on your agreed to make or normally pnUoy, provided the injury or damage occurs undertakes to make in the usual subsequent to the execution of the contract or course of buainuam, in connection agreement, or the issuance of the permit. with the distribution or ma|o of the A person or organization is an additional products; insured under this provision only for that (f) Dummnatnaiion, inmta||ation, period of time required by the oontrant, servicing or repair oparaUona, agreement orpermit. except such operations performed However, nosuch person ororganization isan at the vendor's premises in connection with the ea|u of the additional insured under this provision if such product; person or organization in included as an additional insured by on endorsement issued (g) Products vvhich, after distribution by us and made o part of this Coverage pm¢ or sale by you, have been |eboiad including all persons or organizations added or ma|abm|ad or used as a as additional insureds under the specific container, part oringredient ofany additional insured coverage grants in Section other thing or substance by or for F.—{}ptione|Additional Insured Coverages. h�vmndoror t' a. Vendors (h) "Bodily injury" or "property Any pmnaon(a)ororganizodon(a)(referred to damage" arising out of the mw|e negligence of the vendor for its below an vendor), but only with respect to own acts or omissions or those of "bodily injury" or"property damage" arisingitm itsemployees or anyone e|a� out of "your products" which are distributed on its behalf. However, this or sold in the regular course of the vendors exclusion does notapp|yto� business and only if this Coverage Part provides coverage for "bodily injury" or (|) The exceptions contained in "property damage" included within the Subparagraphs (d)or(f);or "produds-oomp|mbedoperations hazard" U|\ Such inspections, adjustments, (1) The insurance afforded tothe vendor tests orservicing aethe vendor is subject to the following additional has agreed tomake ornormally exclusions: undertakes tomake inthe usual This insurance does not apply to: oounaa of business, in connection with the distribution (m) "Bodily injury° or "property orsale ofthe products. damage" for which the vendor is (2) This insurance does not apply to any ' obligated to pay damages by ' insured person or organization from namaon of the assumption of whom you have acquired such products, liability in a contract oragreement. or any ingredient, pad or container, This exclusion does not apply to entering into, accompanying or liability for damages that the containing such products. vendor would have inthe absence ofthe contract oragreement; b. Lessors KJfEquipment (b) Any express warranty (1) Any person or organization from unauthorized byyou; whom you lease equipment; but only ' with respect tntheir liability for "bodily (u) Any physical or chemical change injury", "property damage" or in the product made intentionally "personal and advertising i unr bythovondor� ' ^ ~ mauaad, in vvho|a or in part, by your (d) Repaokaging, except when mainb*nanma, operation or use of unpacked solely for the purpose of equipment leased to you by such inmpection, demonmbration, testing, person mrorganization. or the substitution of parts under inahnoUona from the manuhaotunar, and then repackaged in the (2) With respect to the insurance afforded to these additional insureds, this insurance does not apply to any "occurrence" which takes place after you cease to lease that equipment. (1) Any person or organization frof" whom you lease land or premises, b only with respect to liability arising o of the ownership, maintenance or u `1 of that part of the land or premis leased to you. C3 With respect bzthe insurance afforded to these additional inaureda, this insurance does not apply to: (a) Any "occurrence" which takes place after you cease holease that land or be a tenant in that premises; or (b) Structural m|tenabono, new construction or demolition operations performed by or on behalf of such person or organization. d. Architects, Engineers Or Surveyors (1) Any architect, engineer, or surveyor, b only with respect to liability for "bod injury", "property damage" or "person and advertising injury" caused, in wh ni or in part, by your acts or omissions the acts or omissions of those acting your behalf (a) In connection with your premise� or (b) I n the performance of your ongoing operations performed by you or on your behalf. (2) With respect to the insurance afforded to these additional insureds, the following additional exclusion applies: This insurance does not apply to "bodily injury", "property damage" or "personal and advertising injury" arising out of the rendering of or the failure to render any professional services by or for you, including: (a) The preparing, approving, or failure to prepare or approve, maps, shop drawings, opinions, reports, surveys, field orders, change orders, designs or drawings and specifications; or (b) Supervisory, inspection, architectural or engineering a. Permits Issued By State Or Political Subdivisions (1) Any state or political eubdivision, but only with respect to operations performed bvyou oronyour behalf for which the state or political subdivision has issued apermit. (2) With respect tothe insurance afforded to these additional inmuredo, this insurance does not apply to: (a) "Bodily injury", "property damage" or "personal and advertising injury" arising out of operations pmdbnned for the state or municipality; or (b) "Bodily injury" or"property damage" included within the "prnduda- comp|etedoperations bazard" t Any Other Party (1) Any other person or organization who is not an insured under Paragraphs a. through e. above, but only with respect to liability for "bodily injury", "property damage" or "personal and advertising injury" caused, in whole or in part, by your acts or omissions or the acts or omissions of those acting on your behalf: (a) In the performance of your ongoing operations; (t) In connection with your pnamiaoa owned byorrented tnyou; or (c) |nconnection with "your work" and included within the "produda- comp|etedoperations hozand".but only if (i) The written contract or written agreement requires you to provide such coverage to such additional insured; and UU This Coverage Pad provides coverage for "bodily injury" or "property damage" included within the "producte- oomp|otudoperations hazand^ (2) With respect tothe insurance afforded to these additional inaureda, this insurance does not apply to: "Bodily injury". "property damage" or "personal and advertising injury" arising out mfthe rendering of, or the failure to rondor, any professional arohiteotuna|, engineering or surveying (a) The preparing, approving, or failure to prepare or approve, maps, shop drawings, opinions, reports, surveys, field orders, change orders, designs or drawings and specifications; or (b) Supervisory, inspection, architectural or engineering The limits of insurance that apply to addition insureds are described in Section D. — Limi How this insurance applies when oth insurance is available to an additional insur is described in the Other Insurance Conditi in Section E. — Liability And Medical Expens General Conditions. I flo person or organization is an insured with respect to the conduct of any current or past partnership, joint venture or limited liability company that is not shown as a Named Insured in the Declarations. The Limits of Insurance shown in the Declarations and the rules below fix the most wewill pay regardless ofthe number of: a. Insureds; b. Claims made nr"auiba"brought; or c. Persons ororganizations making claims or bringing "suits". 2. Aggregate Limits The most we will pay for: a. Damages because of "bodily injury" a "property damage" included in t "prod ucts-completed operations hazard" the Prod ucts-Completed Operatio Aggregate Limit shown in t b. Damages because of all other "bodi injury", "property damage" or "persoln- and advertising injury", including medic expenses, is the General Aggregate Li shown in the Declarations. This General Aggregate Limit applies separately to each of your "locations" owned by or rented to you. "Location" means premises involving the same or connecting lots, or premises whose connection is interrupted only by a street, roadway or right-of-way of a This General Aggregate limit does not apply to "property damage" to premises while rented to you or temporarily occupied by you with permission of the owner, arising out of fire, lightning or Subject to 2.a. or 2.b above, whichever applies, the most we will pay for the sum of all damages because of all "bodily injury", "property damage" and medical expenses arising out of any one "occurrence" is the Liability and Medical Expenses Limit shown in the Declarations. The most we will pay for all medical expenses because of "bodily injury" sustained by any one person is the Medical Expenses Limit shown in -Vie Declara-W4s. 4. Personal And Advertising Injury Limit Subject to 2.b. above, the most we will pay for the sum of all damages because of all "personal and advertising injury" sustained by any one person or organization is the Personal and Advertising Injury Limit shown in the 5. Damage To Premises Rented To You Limit The Damage To Premises Rented To You Limit is the most we will pay under Business Liability Coverage for damages because of "property damage" to any one premises, while rented to you, or in the case of damage by fire, lightning or explosion, while rented to you or temporarily occupied by you with permission of the o In the case of damage by fire, lightning or explosion, the Damage to Premises Rented To You Limit applies to all damage proximately caused by the same event, whether such damage results from fire, lightning or explosion or any combination of these. 6. How Limits Apply To Additional Insureds The most we will pay on behalf of a person or organization who is an additional insured under this Coverage Part is the lesser of: a. The limits of insurance specified in a written contract, written agreement or permit issued by a state or political subdivision; or b. The Limits of Insurance shown in the Such amount shall be a part of and not addition to the Limits of Insurance shown the Declarations in this Sectiors. If more than one limit of insurance under this policy and any endorsements attached thereto applies to any claim or "suit", the most we will pay under this policy and the endorsements is the single highest limit of liability of all coverages applicable to such claim or "suit". However, this limit set forth in Paragraph 3. above. The Limits of Insurance of this Coverage Part apply separately to each consecutive annual period and to any remaining period of less than 12 months, starting with the beginning of the policy period shown in the Declarations, unless the policy period is extended after issuance for an additional period of less than 12 months. In that case, the additional period will be deemed part of the last preceding period for purposes of determining the Limits of Insurance. E. LIABILITY AND MEDICAL EXPENSES GENEVAL CONDITIONS Bankruptcy or insolvency of the insured or of the insured's estate will not relieve us of our obligations under this Coverage Part. 2. Duties In The Event Of Occurrence, Offense, Claim Or Suit a. Notice Of OccijrreTce Or OTense it that we are notified as soon as practicable of an "occurrence" or an offense which may result in a claim. To the extent possible notice should include� (1) How, when and where the "occurrence" or offense took place; (2) The names and addresses of any injured persons and witnesses; and (3) The nature and location of any injury or damage arising out of the "occurrence" or offense. If a claim is made or "suit" is brought against any insured, you or any additional insured must: (1) Immediately record the specifics of the claim or "suit" and the date received; (2) Notify us as soon as practicable. You or any additional insured must see it that we receive a written notice of t claim or "suit" as soon as practicable. c. Assistance And Cooperation Of T litsured (1) Immediately send us copies of any demandn, noboem, summonses or legal papers received in connection with the claim or "suit"; . CB Authorize us to obtain records and (3) Cooperate with us in the investigatiol settlement of the claim or defenE against the "suit"; and (4) Assist us, upon our request, in tl­ enforcement of any right against ar person or organization that may L liable to the insured because of injui or damage to which this insuranc may also apply. 11. Obligations At The Insured's Own Cos No insured will, except at that insured's o\A cost, voluntarily make a payment, assurr any obligation, or incur any expense, othi than for first aid, without our consent. a. Additional Insured's Other Insurance If we cover a claim or "suit" under this Coverage Part that may also be covered by other insurance available to an additional insured, such additional insured must submit such claim or "suit" to the other insurer for defense and indemnity. However, this provision does not apply to the extent that you have agreed in a written contract, written agreement or permit that this insurance is primary and non-contributory with the additional insured's own insurance. f. Knowledge Of An Occurrence, Offense, Claim Or Suit Paragraphs a. and b. apply to you or t# any additional insured only when such "occurrence", offense, claim or "suit" is known to: (1) You or any additional insured that an individual; (2) Any partner, if you or an addition insured is a partnership; (3) Any manager, if you or an addition insured is a limited liability company; (4) Any "executive officer" or insuran manager, if you or an addition. insured is a corporation; (5) Any trustee, if you or an addition insured is a trust; or (6) Any elected or appointed official, if y or an additional insured is a politic subdivision or public entity. I *_11&1U 14*41M This Paragraph f. applies separately to you and any additional insured. a. 11hen this policy is certified as proof of financial responsibility for the future under the provisions of any motor vehicle financial responsibility law, the insurance provided by the policy for "bodily injury" liability and "property damage" liability will comply with the provisions of the law to the extent of the coverage and limits of insurance required by that law. b. With respect to "mobile equipment" to which this insurance applies, we will provide any liability, uninsured motorists, underinsured motorists, no-fault or other coverage required by any motor vehicle law. We will provide the required limits for those coverages. mgm-Mvintr-Tw-m-TU.-Mia No person or organization has a right under this Coverage Form: a. To join us as a party or otherwise bring us into a "suit" asking for damages from an insured; or b. To sue us on this Coverage Form unless all of its terms have been fully complied with. on an agreed settlement or on a final judgment against an insured; but we will not be liable for this insurance or that are in excess of the applicable limit of insurance. An agreed settlement means a settlement and release of liability signed by us, the insured and the claimant or the claimant's legal representative. Except with respect to the Limits of Insuranc and any rights or duties specifically assign in this policy to the first Named Insured, th insurance applies: a. As if each Named Insured were the on Named Insured; and b. Separately to each insured against who a claim is made or "suit" is brought. r,J1ff,-7?_ T,Tft__T%TP rMT,TJ d nn 2.1 ETA By accepting this policy, you agree: (1) The statements in the Declarations are accurate and complete; (2) Those statements are based upon representations you made to us; and (3) We have issued this policy in reliance upon your representations. b. Unintentional Failure To Disclose Hazards If unintentionally you should fail to disclose all hazards relating to the conduct of your business at the inception date of this Coverage Part, we shall not deny any coverage under this Coverage Part because of such failure. If other valid and collectible insurance available for a loss we cover under t Coverage Part, our obligations are limited follows: I 3-MUDMEZEM= This insurance is primary except when b. below applies. If other insurance is also primary, we will share with all that other insurance by the method described in c. below. 176MMMM This insurance is excess over any of the other insurance, whether primary, excess, contingent or on any other basis: (1) Your Work That is Fire, Extended Coverage, Builder's Risk, Installation Risk or similar coverage for "your work"; (2) Premises Rented To You That is fire, lightning or explosion insurance for premises rented to you or temporarily occupied by you with permission of the owner; (3) Tenant Liability That is insurance purchased by you to cover your liability as a tenant for "property damage" to premises rented to you or temporarily occupied by you with permission of the owner; (4) Aircraft, Auto Or Watercraft If the loss arises out of the maintenance or use of aircraft, "autos" or watercraft to the extent not subject to Exclusion g. of Section A. — Coverages. (5) Property Damage To Borrowed Equipment Or Use Of Elevators If the loss arises out of "property damage" to borrowed equipment or the use of elevators to the extent not subject to Exclusion k. of Section A. — Coverages. Page 16 of 24 Form SS 00 08 04 05 1 1.11 &*ilu:*;$-.Iltm-*-IlinalroloIT14-tT-lx-eT4[K#T*ku (6) When You Are Added As An Additional Insured To Other Irtsurance That is other insurance available to you covering liability for damages arising out of the premises or operations, or products and completed operations, for which you have been added as an additional insured by that insurance; or (7) When You Add Others As An AdOitioa?l InstireV To T!tis I Irmt=111i =F additional insured. Mowever, the following provisions 9,pply to other insurance available to 9,ny person or organization who is an Ais f'1*11Pu21!P (a) Primary Insurance 11'hen Required By Contract This insurance is primary if you have agreed in a written contract, written agreement or permit that this insurance be primary. If other insurance is also primary, we will share with all that other insurance by the method described below. (b) Primary And Non -Contributory To Other Insurance When Required By Contract If you have agreed in a written contract, written agreement or permit that this insurance is primary and non-contributory with the additional insured's own insurance, this insurance is primary and we will not seek contribution from that other insurance. VLHUf H1691allGe TO insured has been added as an 2dditional insured. TThen this insurance is excess, we will have no duty under this Coverage Part to defend the insured against any "suit" if any other insurer has a duty to defend the insured against that "suit". If no other insurer defends, we will undertake to do so, but we will be entitled to the insured's rights against all those other insurers. When this insurance is excess over other insurance, we will pay only our share of the amount of the loss, if any, that exceeds the sum of: (1) The total amount that all such other insurance would pay for the loss in the absence of this insurance; and (2) The total of all deductible and self - insured amounts under all that other insurance. We will share the remaininci loss. if anv. with 1WHYM11 .11- -77- ss insitrance prO,,1rJS1O(J dll(tlld�5 HUL bought specifically to apply in excess of the Limits of Insurance shown in the Declarations of this Coverage Part. 3009E@# = If all the other insurance permits contribution by equal shares, we will follow this method also. Under this approach, each insurer contributes equal amounts until it has paid its applicable limit of insurance or none of the to remains, whichever comes first. If any of the other insurance does not permit contribution by equal shares, we will contribute by limits. Under this method, each insurer's share is based on the ratio of its applicable limit of insurance to the total applicable limits of insurance of all insurers. 8. Transfer Of Rights Of Recovery Against Others To Us If the insured has rights to recover all ( part of any payment, includir Supplementary Payments, we have mac under this Coverage Part, those rights ai transferred to us. The insured must C• nothing after loss to impair them. At ol request, the insured will bring "suit" ( transfer those rights to us and help L enforce them. This condition does nj apply to Medical Expenses Coverage. b. Waiver Of Rights Of Recovery (Waiv4 Of Subrogation) If the insured has waived any rights recovery against any person organization for all or part of any paymer including Supplementary Payments, \A have made under this Coverage Part, \,\ also waive that right, provided the insurE waived their rights of recovery again such person or organization in a contrac agreement or permit that was executE prior to the injury or damage. Form SS 00 08 04 05 Page 17 of 24 F. OPTIONAL ADDITIONAL INSURED %. Additiona||nsured-GrantorOf Franchise COVERAGES WHO IS AN INSURED under Section C. is If listed or shown as applicable in the Declarations, amended to include as an additional insured one or more of the following Optional Additional the person(s) ororQanizadon(s)shown in the Insured Coverages also apply. When any ofthese Declarations as an Additional Insured - Optional Additional Insured Coverages apply, Grantor Of Franchiee, but only with respect to Paragraph 6.(Additional Insureds When Required their liability oagrantor offranchise toyou. by Written Contract, Written Agreement or Permit) 4. Additional Insured - Lessor Of Leased of Section C.. Who Is An |naurmd, does not apply Equipment to the person or organization shown in the a. WHO {S/\MINSURED under Section C'ia Declarations. These coverages are subject tothe amended to include as an additional terms and conditions applicable to Business insured the person(s) or organization(s) Liability Coverage in this po|ioy, except as shown inthe Declarations aaanAdditional provided below: Insured — Lessor of Leased Equipment, 1. Additional Insured - Designated Person Or but only with respect to liability for "bodily Organization injury", "property damage" or ''paraono| WHO IS AN INSURED under Section C. is and advertising injury" mausod.invvho|eor amended to include as an addiUonal insured in pod, byyour maintenance, operation or the person(s) orVrgoniz�don(a)ahovvn in the use of equipment leased to you by such ' ` ' but only with respect to liability Declarations,v ororgani�atinn(a) ' . for "bodily injury", "property damage" or b. With respect to the insurance afforded to "personal and advertising injury" oeuaod, in these additional innunndm, this insurance whole or in part, byyour acts or omissions or does not apply to any "occurrence" which the acts or omissions of those acting on your takes place after you cease to lease that behalf: equipment. a. In the performance of your ongoing 5. Additional Insured - Owners Or Other operations; or Interests From Whom Land Has Been h. In connection with your premises owned Leased byurrented toyou. a. WHO |S/\NINSURED under Section C.is Additional Knsuned- KAanagers��rLessors amended to include am �n additional2. Of Premises insured the person(s) or organization(s) shown inthe Declarations mnanAdditional a' WHO IS AN INSURED under Section C. is inaured—OvvneroDrOthmr|ntereeteFnom amended toinclude aoanadditional insured Whom Land Has Been Leaeud, but only the poreon(a)ornrgonizaUon(o)shown inthe with respect toliability arising out ofthe Oao|anahono as an Additional Insured - ownership, maintenance nruse nfthat part Designated Person OrOrganization; but only ofthe land leased ioyou and shown inthe with respect to liability arising out of the Declarations. ownership, maintenance oruse ofthat part of the premises |oe��dtoyou and shown in the h. With respect to the insurance afforded to Declarations. additional inaurods, the following mdditiona|exclusions apply: additional b. With respect to the insurance afforded to these additional inauredu, the following Thieineuranoedomanot�pp|yto� additional exclusions apply: (1) Any "occurrence" that takes place This insurance does not apply to: after you cease tolease that land; or (1) " " "occurrence" which tmhom place Structural alterations, new ` ' (�) ' ` after you cease to be a tenant in that construction or demolition operations premises; or performed by or on behalf of such person ororganization. (2) Structural oh�natinna. new ' construction or demolition operations 6 Additional Insured - State Or Political ' performed by or on behalf of such Subdivision —Permnits person ororganization. a. WHO |SANINSURED under Section C.im amended to include as an additional insured the state or political subdivision shown inthe Declarations ananAdditional Insured —State Or Political Subdivision - (e) Any failure to make such Ponmite, but only with respect to inepeoUone, adjuohnantm, tests or operations performed by you or on your servicing amthe vendor has agreed behalf for which the state or political to make or normally undertakes to subdivision has issued apermit. make in the usual course of b. With respect to the insurance afforded to business, bus ' in connection with the these additional inauroda, the following distribution orsale ofthe products; additional exclusions apply: (f) Demonstration, installation, This insurance does not apply to: servicing or repair openationa, except such operations performed "Bodily injury", "property damage" or �t the vendor's premises in ^panannm| and advertising injury" connection with the aa|o of the arising out ofoperations performed for product; the state ormunicipality; or (0) Products whioh, after distribution (2) "Bodily injury" or "property damage" ' or sale by you, have been labeled included in the "prod uct-comp|mted or no|abo|od or used as a operations" hazard. container, part oringredient ofany 7. Additional Insured —Vendors other thing orsubstance byorfor a. WHO |5ANINSURED under Section C.im the vendor; or amended to include as an additional (h) "Bodily injury" nr "property insured the person(s) or organization(s) damage" arising out of the ao|o (referred <obelow eevendor) shown inthe negligence of the vendor for its Declarations as an Additional Insured - own acts or omissions or those of Vundor, but only with respect to "bodily its employees or anyone e|aa injury" or "property damage" arising out of acting on its behalf. However, this "your produots" which are distributed or exclusion does not apply to: sold in the regular course of the vendor's (i) The exceptions contained in business and only if this Coverage P� Part`^ Subpanagraphe(d)or(�;or provides coverage for "bodily injury" or ' `' "property damage" included vviihithe (|1) Such inspections, "prod uds-oump|ehedoperations hazand" adjustments, tests orservicing as the vendor has agreed to b' The insurance afforded to the vendor is make or normally undertakeseubjeottothefoUmwingadditiona|axo|uaiona: homake inthe usual course of (1) This insurance does not apply to: buaineas, in connection with (a) "Bodily i jury" or "property the distribution or sale �f the damage" for which the vendor is products. obligated to pay damages by (2) This insurance does not apply toany reason of the assumption of insured person or organization from liability in a contract mragreement. whom you have acquired such This exclusion does not apply to produds, or any ingredient, part or liability for damages that the oontainer, entering into, vendor would have inthe absence accompanying or containing such ofthe contract oragreement; products. (b) Any express warranty 8. Additional Insured —Controlling Interest unauthorized byyou; WHO IS AN INSURED under Section C. in (c) Any physical or chemical change amended to include as an additional insured in the product made intentionally the person(s) ororganization(e)shown in the bythe vendor; Declarations as an Additional Insured — (d) Rupackaging, un|uom unpacked Controlling |nteruat, but only with respect to ao|o|y for the purpose of inspection, their liability arising out of: dumonstraUon, tmsting, or the o. Their financial control ofyou; mr substitution of parts under b. pn*mieeo they ovvn, maintain or control instructions from the manufacturer, while you lease oroccupy these premises. and then repackaged inthe original container; This insurance does not apply to structural alterations, new construction and demolition operations performed by or for that person or 9. Additional Insured — Owners, Lessees Or Contractors — Scheduled Person Or Organization a. WHO IS AN INSURED under Section C_ amended to include as an addition insured the person(s) or organization( shown in the Declarations as an Addition Insured — Owner, Lessees Or Contractor but only with respect to liability for "bodi injury", "property damage" or "person and advertising injury" caused, in whole nJ_ in part, by your acts or omissions or t acts or omissions of those acting on yo (1) In the performance of your ongoi operations for the addition insured(s); or (2) In connection with "your work" performed for that additional insured and included within the "products - completed operations hazard", but only if this Coverage Part provides coverage for "bodily injury" or "property damage" included within the "prod ucts-completed operations b. With respect to the insurance afforded to these additional insureds, this insurance does not apply to "bodily injury", "property damage" or "personal an advertising injury" arising out of the rendering of, or the failure to render, any professional architectural, engineering or surveying services, including: (1) The preparing, approving, or failure to prepare or approve, maps, shop drawings, opinions, reports, surveys, field orders, change orders, designs or drawings and specifications; or (2) Supervisory, inspection, architectural or engineering activities. 10. Additional Insured — Co -Owner Of Insured Premises WHO IS AN INSURED under Section C. amended to include as an additional insur the person(s) or Organization(s) shown in t Declarations as an Additional Insured — C Owner Of Insured Premises, but only wi respect to their liability as co-owner of t premises shown in the Declaration,, I The limits of insurance that apply to additional insureds are described in Section D. — Limits Of How this insurance applies when other insurance is available to an additional insured is described in the Other Insurance Condition in Section E. — Liability And Medical Expenses General G. LIABILITY AND MEDICAL EXPENSES DEFINITIONS 1. "Advertisement" means the widespread public dissemination of information or images that has the purpose ofinducing the sale ofgoods, products orservices through: a. (1) Radio; (2) Television; 01 Billboard; (4) Magazine; (5) Newspaper; b. The Internet, but only that part of web site that is about goodo, products or services for the purposes of inducing the sale ofgoods, products orservices; or c. Any other publication that is given widespread public distribution. However, "advartieement"does not include: a. The dmeign, printed materia|, information or images contained in, on or upon the packaging or labeling of any goods or products; or b. An inbananUwa conversation between or among persons through acomputer network. 2. "Advertising idea" means any idea for an 3. "Asbestos hazard" means an exposure or Ulraot of exposure to the actual or alleged properties of asbestos and includes the men* presence ofasbestos inany form. 4. "Auto', means a land motor vehide, trailer or semi -trailer designed for travel on public roade, including any attached machinery or equipment. But "auto" does not include "mobile equipment". 5. "Bodily injury" means physical: a. Injury; b. Sickness; or c. Disease sustained byaperson and, ifarising out ofthe above, mental anguish ordeath adany time. a. The United States ofAmerica (including its b. You have failed to fulfill the tmnny of e territories and possessions), Puerto FUoo contract oragreement; and Canada; ' ifsuch property can berestored touse by: b. International waters orairspace, but only if a. The napair, replacement, adjustment or the injury or damage occurs in the course removal of "your produot" or ''your work"; of travel or transportation between any or places included ina.above; b. Your fulfilling the terms of the contract or c. All other parts of the world if the injury or agreement. damage arises out of: 12. "Insured contract" means: (1) Goods ' a� A contract for a lease of premises. Howovar, that portion of the contract for (2) The activities ofaperson whose home lease of pn»miaoy that indemnifies any is in the territory described in a. person ororganization for damage byfire, abovu, but is away for a short time on lightning or explosion to premises vvhi|o your business; or nanbad to you or temporarily occupied by (3) ''Pmreonmi and advertising injury" you with permission of the owner is offenses that take place through the subject to the Damage To Premises Internet orsimilar electronic moans of Rented To You limit described in Section communication D.—Liabi|ityand K4edioo| Expenses Limits provided the inaunad'o responsibility to pay of|nounance . damages iadetermined inthe United States of b. Asidetrack agreement; America (including its territories and c. Any easement or license agreement, possessions), Puerto Rico or Canada, in a including an easement or license "ouit" on the merits according to the agreement in connection with construction substantive law in such territnry, or in a or demolition operations on or within 50 settlement vvoagree to. feet ofanai|rnad� . 7°Beotn�nio data" means information, facts or ' ' d. Any ob|igation, as required by Vrdinanoo, programs: to indemnify a munioipa|ity, except in a. Stored as or on; connection with work for a municipality; b. Created orused on; or e. Anelevator maintenance agreement; or c. Transmitted bowrfrom t That pad of any other contract or computer nofbwana, including systems and agreement pertaining to your business applications so0m/ana, hard or floppy disks, (including an indemnification of a CD-R[)MS, tapee, drives, uu||a, data municipality in connection with work processing devices or any other media which performed for e municipality) under which are used with electronically controlled you assume the tort liability of another equipment. party to pay for "bodily injury" or "property 8. "Employee" includes a "leased worker". damage" to o third person ororgani�aUon ' "bodily "propertyEmp|oyoa" ° does not include m "temporary provided the injury" or vorkor' damage"is caused, in whole or in part' by you or by those acting on your behalf. Q. "Executive officer" means a person holding Tort liability means aliability that would be any of the officer positions created by your imposed by law in the absence of any ohadar, oonnUtutinn, by-laws or any other contract oragreement. similar governing document. Paragraph t includes that part of any 18. ''Hoab|u fire" means one which becomes contract or agreement that indemnifies a uncontrollable or breaks out from vvhmne it was railroad for "bodily injury" or "property intended tobe. damage" arising out of construction or 11."Impaired property" means tangible property, demolition operations within 58feet ofany other than ''your product" or "your vvork", that railroad property and affecting any railroad cannot bmused orialess useful because: bridge ortrestle, tracks, nnad-boda.tunnel, a. It incorporates ''your product' or "your work" underpass orcrossing. that is known or thought to be dehaoUma. However. Paragraph t does not include deficient, inadequate ordangerous; or that part ofany contract Vragreement: M\ That indemnifies on architect, engineer or surveyor for injury or damage arising out of: bA Pnapahng, approving or failing to propane or approve mapa, shop dravvinga, opiniona, nuporta, aun/oym, field ordana, change ordmra, designs or drawings and specifications; or (b) Giving directions or inatru(tiona, or failing to give them, if that is the primary cause of the injury or damage; or (2) Under which the inaun*d, if an arnhitmct, engineer or eun/myor, assumes liability for an injury or damage arising out of the inaumad'a rendering or failure to render professional amrvicmo, including those listed in (1) above and aupmrvisnry, inope*timn, architectural or engineering activities. 13. "Leased worker" means a person leased to you by a labor leasing firm under an agreement between you and the labor leasing firm, to perform duties related to the conduct of your business. "Leased worker" does not include a "temporary worker". 14. "Loading or unloading" means the handling of a. After it is moved from the place where it is accepted for movement into or onto an aircraft, watercraft or "auto"; b. While it is in or on an aircraft, watercraft or c. While it is being moved from an aircraft, watercraft or "auto" to the place where it is finally delivered; but "loading or unloading" does not include the movement of property by means of a mechanical device, other than a hand truck, that is not attached to the aircraft, watercraft or "auto". 15. "Mobile equipment" means any of the following types of land vehicles, including any attached machinery or equipment: a. Bulldozers, farm machinery, forklifts and other vehicles designed for use principally off public roads; b. Vehicles maintained for use solely on or next to premises you own or rent; c. Vehicles that travel on crawler treads; d. Vehicles, whether self-propelled or not, on which are permanently mounted: (1) Power cranes, shovels, loaders, diggers or drills; or (2) Road construction or resurfacing equipment such as graders, scrapers or rollers; above that are not self-propelled and are maintained primarily to provide mobility to permanently attached equipment of the following types: (1) Air compressors, pumps and generators, including spraying, welding, building cleaning, geophysical exploration, lighting and well servicing equipment; or (2) Cherry pickers and similar devices used to raise or lower workers; above maintained primarily for purposes other than the transportation of persons or However, self-propelled vehicles with the following types of permanently attached equipment are not "mobile equipment" but will be considered "autos": (1) Equipment, of at least 1,000 pounds gross vehicle wmighd, designed primarily for: (a) Snow removal; (b) Road meintenanoe, but not construction or resurfacing; or (c) Street cleaning; UB Cherry pickers and similar devices mounted on automobile or bnok chassis and used to raise or lower workers; and (3) Air oompneeoona, pumps and gmnenetono, including mpnayinQ, wo|ding, building n|ean|ng, geophysical exploration, lighting and well servicing equipment. 16. "Occurrence" means an accident, including continuous or repeated exposure to substantially the same general harmful conditions. 17. "Personal and advertising injury" means injury, including consequential "bodily injury", arising out of one or more of the following offenses: a. False arrest, detention or imprisonment; b. Malicious prosecution; c. The wrongful eviction from, wrongful entry into, or invasion of the right of private occupancy of a room, dwelling or premises that the person occupies, committed by or on behalf of its owner, landlord or lessor; d. Oral, written or electronic publication of material that slanders or libels a person or organization or disparages a person's or organization's goods, products or services; e. Oral, written or electronic publication of material that violates a person's right of f. Copying, in your "advertisement", a person's or organization's "advertising idea" or style of "advertisement"; g. Infringement of copyright, slogan, or title of any literary or artistic work, in your "advertisement"; or h. Discrimination or humiliation that results in injury to the feelings or reputation of a natural person. 18. "Pollutants" means any solid, liquid, gaseous or thermal irritant or contaminant, including smoke, vapor, soot, fumes, acids, alkalis, chemicals and waste. Waste includes materials to be recycled, reconditioned or reclaimed. 19.°Prod operations hazard"; a. Includes all "bodily injury" and "property damage" occurring away from premises you own or rent and arising out of "your product" nr"your work" except: (1) Products that are still in your physical possession; or (2) Work that has not yet been completed or abandoned. However, "your work" will be deemed to be completed at the earliest of the following times: bA When all of the work called for in your contract has been completed. (b) When all ofthe work tobedone od the job site has been completed if your contract oa||e for work at more than one job site. (o) When that part ofthe work done at a job site has been put to its intended use by any person or organization other than another contractor or subcontractor working Vnthe same project. Work that may need service, maintenanc correction, repair or replacement, b which is otherwise complete, will treated as completed. The "bodily injury" or "property damag must occur away from premises you o or rent, unless your business includes t selling, handling or distribution of "yo, product" for consumption on premises y own or rent. I b. Does not include "bodily injury" or "property damage" arising out of: (1) The transportation of property, un|oaa the injury or damage mrimoa out of condition inoronuvehicle not owned oroperated byyou, and that condition was created by the "loading or unloading" of that vehicle by any insured; or (2) The existence of ioo|m, unineim|lud equipment or abandoned or unused materials. 2D."Property damage" means: a. Physical injury to tangible prnperty, including all resulting loss of use of that property. All such loss of use shall be deemed to occur at the time of the physical injury thatoeusodit;or b. Loss ofuse oftangible property that ianot physically injured. All such loss of use shall be deemed to occur at the time of "occurranca^that caused it. As used in this definition, "electronic data" is not tangible property. 21. "Suit" means a civil proceeding in which damages because of "bodily injury", "property damage" or "personal and advertising injury" to which this insurance applies are alleged. a. An arbitration proceeding in which such damages are claimed and to which the insured must submit or does submit with our consent; or b. Any other alternative dispute resolution proceeding in which such damages are claimed and to which the insured submits with our consent. 22. "Temporary worker" means a person who is furnished to you to substitute for a permanent "employee" on leave or to meet seasonal or b. Donates his mher work; o. Acts at the direction of and within the scope ofduties determined byyou; and d. Is not paid e fme, salary or other compensation by you or anyone else for their work performed for you. 24."Your produ±": a. Means: (1) Any goods orproducts, other than real propmdy, manufautured, oo|d, handled, distributed ordisposed ofby: /m} You; `' ` (b) Others trading under your name; or (o) A person or organization whose business or assets you have acquired; and (2) Containers (other than vehio|em), mateha|a, parts or equipment furnished in connection with such goods orproducts. b. Includes: (1) Warranties orrepresentations made ot any time with respect to the Dtnoae, qua!ity, durubi|ih/, performance oruse of"your product"; and (2) The providing of or failure to provide warnings or instructions. c. Does not include vending machines or other property nanhad to or located for the use of others but not sold. 25."Your vvork": a. xxanna: (1) Work or operations performed by you ornnyour behalf; and (2) K4atoha|s, parts or equipment furnished inconnection with such work or operations. b. Includes: (1) Warranties orrepresentations made at any time with respect to the fiLnema, qua|ity, dunabi|ity, performance oruse of"your vvork°;and (2) The providing of or h*i|una to provide warnings orinstructions. POLICY NUMBER: 59 SBA PI1876 ADDITIONAL INSURED - PERSON -ORGANIZATION RICHMOND AMERICAN HOMES OF MARYLAND, INC. INSURANCE ADMINISTRATOR-CALIFORNIA 4350 S MONACO ST DENVER, CO 80237 RE: LOC 002/001. LOC 002 BLDG 001 & LOC 003 BLDG 001. BERMUDA DUNES 12 INVESTMENTS, LLC 32823 TEMECULA PARKWAY TEMECULA, CA 92592 LOC 002 BLDG 001 & LOC 003 BLDG 001. TAQUITZ 41, LLC 32823 TEMECULA PARKWAY TEMECULA, CA 92592 LOC 002 BLDG 001 & LOC 003 BLDG 001. CORMAN LEIGH COMPANIES 32823 TEMECULA PARKWAY TEMECULA, CA 92592 CITY RANCHO MIRAGE 69825 HWY 111 RANCHO MIRAGE, CA 92270 LOC 002/003 BLD: 001/001 CITY OF LA QUINTA, AND ITS OFFICERS AND EMPLOYEES 78495 CALLS TAMPICO LA QUINTA, CA 92253 LOC 001 BLDG 001 Form 16 12 00 11 85 T SEQ. 110.00 1 Printed inf.S.A. Page 001 WORKERS COMPENSATION AND EMPLOYERS LIABILITY INSURANCE POLICY WC 04 03 0-4- (Ed. 4-84) 71'e have the right to recover our payments from anyone liable for an injury covered by this policy. TT` wil' not enforce our right against the person or organization named in the Schedule. (This agreement applies only to the extent that you perform work under a written contract that requires you to obtain this agreement from us.) You must maintain payroll records accurately segregating the remuneration of your employees while engaged in the work described in the Schedule. The additional premium for this endorsement shall be 2 % of the California workers' com pen satior premium otherwise due on such remuneration. 7erson or Organization Job Descriptior ANY PERSON OR ORGANIZATION FOR WHOM THE NAMED INSURED HAS AGREED BY WRITTEN CONTRACT TO FURNISH THIS WAIVER. This endorsement changes the policy to which it is attached and is effective on the date issued unless otherwise stated. (The information below is required only when this endorsement is issued subsequent to preparation of the policy.) M- 91TOTS I Wow, I 111 11, 111 11111; at 12:01 AM standard time, forms a part of Of the EMPLOYERS PREFERRED INS. CO. Carrier Code 00920 Endorsement No. on By: Authorized Representative WC 04 03 06 (Ed. 4-84) 1998 by the Workers' Compensation Insurance Rating Bureau of California. All rights reserved. DATE (MMIDD/YYYY) 2/17/2016 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. . • � : . . .. .. e r • = i is i = ; i • . • .. :.. � . . r.:. . •; `:• = i ;'_ i : r +. r' t t � • 0. Box 12675 INSURED Hermann Design Group, • r siS PAIL N Bxn. 714-4273484 LAIC No): E-MAIL anns��.. dlapez(d)insdra.Cam INSURER B : INSURER D : INSURER(S) AFFORDING COVERAGE XL Specialtv Insurance Co. EEWLLUgL 4 THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. INSR LTR TYPE OF INSURANCE ADDL INSD SUBR WVD POLICY NUMBER POLICY EFF MM(DD/YYYY POLICY EXP MM/DD/YYYX LIMITS COMMERCIAL GENERAL LIABILITY EACH OCCURRENCE $ DAMAGES( RENTED CLAIMS-MADE1:1 OCCUR PREMISES Ea occurrence $ MED EXP (Any one person) $ PERSONAL & ADV INJURY $ GEN'L AGGREGATE LIMIT APPLIES PER: GENERAL AGGREGATE $ POLICY ❑PRO JECT ❑ LOC PRODUCTS - COMP/OP AGG $ $ OTHER: AUTOMOBILE LIABILITY COMBINED SINGLE LIMIT Ea accident $ BODILY INJURY (Per person) $ ANY AUTO AUTOS NED SCHEDULED AUTOS BODILY INJURY (Per accident) $ NON -OWNED HIRED AUTOS AUTOS PROPERTY DAMAGE Per accident $ UMBRELLA LIAB OCCUR EACH OCCURRENCE $ AGGREGATE $ EXCESS LIAB CLAIMS -MADE DED RETENTION $ $ WORKERS COMPENSATION AND EMPLOYERS' LIABILITY Y / N PER I OTH- STATUTE ER ANY PROPRIETOR/PARTNER/EXECUTIVE E.L. EACH ACCIDENT $ OFFICER/MEMBER EXCLUDED? ❑ N / A E.L. DISEASE - EA EMPLOYEE $ (Mandatory in NH) If yes, describe under DESCRIPTION OF OPERATIONS below E.L. DISEASE - POLICY LIMIT $ A Professional Liability DPS9717117 6/15/2015 6/15/2016 $1,000,000 each claim $2,000,000 Aggregate Claim Made DESCRIPTION OF OPERATIONS / LOCATIONS / VEHICLES (ACORD 101, Additional Remarks Schedule, may be attached if more space is required) Re: La Quinta Auto Collection and La Quinta YMCA Center CERTIFICATE HOLDER CANCELLATIONI ! • i D • • ` s `rem, SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN Clty of La Quinta ACCORDANCE WITH THE POLICY PROVISIONS. 78-495 Calle Tampico La Quinta CA 92253 AUTHORIZED REPRESENTATIVE C©IIG���Irz[�Tt7•] 7r�iTi777.7 7��[r7�R�1�7[:i# •`r c •-r .... •`II j177 z Oca F MEMORANDUM TO: Frank J. Spevacek, it Manager ® Steve Howlett, Golf, Parks, & Facilities Manager ® February 16, 2016 RE: Professional Services Agreement with Hermann Design Group Attached for your signature is the agreement with Hermann Design Group for the La Quinta YMCA landscape design. Please sign the attached agreement(s) and return it to the City Clerk for processing and distribution. Requesting department shall check and attach the items below as appropriate: —X— Contract payments will be charged to account number: A Conflict of Interest Form 700 Statement of Economic Interests from Consultant(s) is attached with — no reportable interests in LQ or _ 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: —X— Insurance certificates as required by the agreement (initialed by Risk Manager on rt_date) — Performance bonds as required by the agreement (originals) -)L City of La Quanta Business License (copy or note number& expiration date here NO: LIC-763006 (Exp. 8131116) Purchase Order number