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Home My WebLink About2017 CON Project Professionals Corporation PPC - Project Support Services CIP ProgramAGREEMENT BY AND BETWEEN THE CITY OF NATIONAL CITY AND PROJECT PROFESSIONALS CORPORATION THIS AGREEMENT is entered into on this 6th day of June, 2017, by and between the CITY OF NATIONAL CITY, a municipal corporation (the "CITY"), and PROJECT PROFESSIONALS CORPORATION, a corporation (the "CONSULTANT"). RECITALS WHEREAS, the CITY desires to employ a CONSULTANT to provide on -call project support services for National City's Capital Improvement Program (CIP). WHEREAS, on February 2, 2017, the Engineering & Public Works Department advertised a Request for Qualifications (RFQ) for on -call project support services for National City's CIP; WHEREAS, on March 6, 2017, the CONSULTANT submitted a Statement of Qualifications (SOQ) in response to the RFQ, consistent with the requirements of the RFQ; WHEREAS, the CITY has determined that the CONSULTANT is an engineering and construction management firm; and WHEREAS, based on evaluation of the CONSULTANT'S SOQ and interview, the CITY has determined that the CONSULTANT is qualified by experience and ability to perform the services desired by the CITY, and the CONSULTANT is willing to perform such services. NOW, THEREFORE, THE PARTIES HERETO DO MUTUALLY AGREE AS FOLLOWS: 1. ENGAGEMENT OF CONSULTANT. The CITY agrees to engage the CONSULTANT to provide on -call project support services for National City's Capital Improvement Program (CIP), and the CONSULTANT agrees to perform the services set forth here in accordance with all terms and conditions contained herein. The CONSULTANT represents that all services shall be performed directly by the CONSULTANT or under direct supervision of the CONSULTANT. 2. EFFECTIVE DATE AND LENGTH OF AGREEMENT. This Agreement will become effective on June 6, 2017. The duration of this Agreement is for the period of June 6, 2017 through June 5, 2019. This Agreement may be extended by mutual agreement upon the same terms and conditions for an additional one (1) year term. Any extension of this Agreement must be approved in writing by the City Council. 3. SCOPE OF SERVICES. The CONSULTANT will perform services as set forth in the attached Exhibit "A", including, but not limited to, project management; engineering; construction management, inspections and certified payroll; plan reviews; constructability reviews; community outreach and communications; and legal support for public works contracts and/or disputes. The CONSULTANT will be expected to submit proposals for individual task orders in a timely manner, consistent with the general scope of services in Exhibit "A". Task order proposals shall include a detailed scope of work, schedule of deliverables and "not -to - exceed" cost estimate. The Project Coordinator will issue a Notice to Proceed upon approval of each individual task order. After issuance of a Notice to Proceed for each individual task order, the CONSULTANT will only receive compensation for actual work performed, on a time and materials basis, consistent with the detailed scope of work and within the limits of the "not -to - exceed" cost estimate. The CONSULTANT shall be responsible for all research and reviews related to the work and shall not rely on personnel of the CITY for such services, except as authorized in advance by the CITY. The CITY may unilaterally, or upon request from the CONSULTANT, from time to time reduce or increase the Scope of Services to be performed by the CONSULTANT under this Agreement. Upon doing so, the CITY and the CONSULTANT agree to meet in good faith and confer for the purpose of negotiating a corresponding reduction or increase in the compensation associated with said change in services. 4. PROJECT COORDINATION AND SUPERVISION. Stephen Manganiello, Director of Public Works/City Engineer, hereby is designated as the Project Coordinator for the CITY and will monitor the progress and execution of this Agreement. The CONSULTANT shall assign a single Project Director to provide supervision and have overall responsibility for the progress and execution of this Agreement for the CONSULTANT. Byron S. Wade, President/CEO, thereby is designated as the Project Director for the CONSULTANT. 5. COMPENSATION AND PAYMENT. The compensation for the CONSULTANT shall be based on monthly billings covering actual work performed. Billings shall include labor classifications, respective rates, hours worked and also materials, if any. The total cost for all work described in Exhibit "A" shall not exceed $2,000,000. The compensation for the CONSULTANT'S work shall not exceed the rates set forth in Exhibit "B". The CITY will not accept CONSULTANT "mark-ups" for services provided by SUBCONSULTANTS. Monthly invoices will be processed for payment and remitted within thirty (30) days from receipt of invoice, provided that work is accomplished consistent with the general scope of services in Exhibit "A", and the detailed scope of work and schedule of deliverables provided for individual task orders, as determined by the Project Coordinator. The CONSULTANT shall maintain all books, documents, papers, employee time sheets, accounting records, and other evidence pertaining to costs incurred, and shall make such materials available at its office at all reasonable times during the term of this Agreement and for three (3) years from the date of final payment under this Agreement, for inspection by the CITY, and for furnishing of copies to the CITY, if requested. Standard Agreement Page 2 of 11 City of National City and Revised May 2017 Project Professionals Corp 6. ACCEPTABILITY OF WORK. The CITY shall decide any and all questions which may arise as to the quality or acceptability of the services performed and the manner of performance, the acceptable completion of this Agreement, and the amount of compensation due. In the event the CONSULTANT and the CITY cannot agree to the quality or acceptability of the work, the manner of performance and/or the compensation payable to the CONSULTANT in this Agreement, the CITY or the CONSULTANT shall give to the other written notice. Within ten (10) business days, the CONSULTANT and the CITY shall each prepare a report which supports their position and file the same with the other party. The CITY shall, with reasonable diligence, determine the quality or acceptability of the work, the manner of performance and/or the compensation payable to the CONSULTANT. 7. DISPOSITION AND OWNERSHIP OF DOCUMENTS. The Memoranda, Reports, Maps, Drawings, Plans, Specifications, and other documents prepared by the CONSULTANT for this project, whether paper or electronic, shall become the property of the CITY for use with respect to this project, and shall be turned over to the CITY upon completion of the project, or any phase thereof, as contemplated by this Agreement. Contemporaneously with the transfer of documents, the CONSULTANT hereby assigns to the CITY, and CONSULTANT thereby expressly waives and disclaims any copyright in, and the right to reproduce, all written material, drawings, plans, specifications, or other work prepared under this Agreement, except upon the CITY'S prior authorization regarding reproduction, which authorization shall not be unreasonably withheld. The CONSULTANT shall, upon request of the CITY, execute any further document(s) necessary to further effectuate this waiver and disclaimer. The CONSULTANT agrees that the CITY may use, reuse, alter, reproduce, modify, assign, transfer, or in any other way, medium, or method utilize the CONSULTANT'S written work product for the CITY'S purposes, and the CONSULTANT expressly waives and disclaims any residual rights granted to it by Civil Code Sections 980 through 989 relating to intellectual property and artistic works. Any modification or reuse by the CITY of documents, drawings, or specifications prepared by the CONSULTANT shall relieve the CONSULTANT from liability under Section 14, but only with respect to the effect of the modification or reuse by the CITY, or for any liability to the CITY should the documents be used by the CITY for some project other than what was expressly agreed upon within the Scope of Services of this project, unless otherwise mutually agreed. 8. INDEPENDENT CONTRACTOR. Both parties hereto in the performance of this Agreement will be acting in an independent capacity and not as agents, employees, partners, or joint venturers with one another. Neither the CONSULTANT nor the CONSULTANT'S employees are employees of the CITY, and are not entitled to any of the rights, benefits, or privileges of the CITY'S employees, including but not limited to retirement, medical, unemploy- ment, or workers' compensation insurance. This Agreement contemplates the personal services of the CONSULTANT and the CONSULTANT'S employees, and it is recognized by the parties that a substantial inducement to the CITY for entering into this Agreement was, and is, the professional reputation and competence of the CONSULTANT and its employees. Neither this Agreement nor any interest herein may be assigned by the CONSULTANT without the prior written consent of the Standard Agreement Revised May 2017 Page 3 of 11 City of National City and Project Professionals Corp CITY. Nothing herein contained is intended to prevent the CONSULTANT from employing or hiring as many employees, or SUBCONSULTANTS, as the CONSULTANT may deem necessary for the proper and efficient performance of this Agreement. All agreements by CONSULTANT with its SUBCONSULTANT(S) shall require the SUBCONSULTANT(S) to adhere to the applicable terms of this Agreement. 9. CONTROL. Neither the CITY nor its officers, agents, or employees shall have any control over the conduct of the CONSULTANT or any of the CONSULTANT'S employees, except as herein set forth, and the CONSULTANT or the CONSULTANT'S agents, servants, or employees are not in any manner agents, servants, or employees of the CITY, it being understood that the CONSULTANT its agents, servants, and employees are as to the CITY wholly independent CONSULTANT, and that the CONSULTANT'S obligations to the CITY are solely such as are prescribed by this Agreement. 10. COMPLIANCE WITH APPLICABLE LAW. The CONSULTANT, in the performance of the services to be provided herein, shall comply with all applicable state and federal statutes and regulations, and all applicable ordinances, rules, and regulations of the City of National City, whether now in force or subsequently enacted. The CONSULTANT and each of its SUBCONSULTANT(S), shall obtain and maintain a current City of National City business license prior to and during performance of any work pursuant to this Agreement. 11. LICENSES, PERMITS, ETC. The CONSULTANT represents and covenants that it has all licenses, permits, qualifications, and approvals of whatever nature that are legally required to practice its profession. The CONSULTANT represents and covenants that the CONSULTANT shall, at its sole cost and expense, keep in effect at all times during the term of this Agreement, any license, permit, or approval which is legally required for the CONSULTANT to practice its profession. 12. STANDARD OF CARE. A. The CONSULTANT, in performing any services under this Agreement, shall perform in a manner consistent with that level of care and skill ordinarily exercised by members of the CONSULTANT'S trade or profession currently practicing under similar conditions and in similar locations. The CONSULTANT shall take all special precautions necessary to protect the CONSULTANT'S employees and members of the public from risk of harm arising out of the nature of the work and/or the conditions of the work site. B. Unless disclosed in writing prior to the date of this Agreement, the CONSULTANT warrants to the CITY that it is not now, nor has it for the five (5) years preceding, been debarred by a governmental agency or involved in debarment, arbitration or litigation proceedings concerning the CONSULTANT'S professional performance or the furnishing of materials or services relating thereto. C. The CONSULTANT is responsible for identifying any unique products, treatments, processes or materials whose availability is critical to the success of the project the CONSULTANT has been retained to perform, within the time requirements of the CITY, or, when no time is specified, then within a commercially reasonable time. Accordingly, unless the CONSULTANT has notified the CITY otherwise, the CONSULTANT warrants that all products, materials, processes or treatments identified in the project documents prepared for the CITY are reasonably commercially available. Any failure by the CONSULTANT to use due Standard Agreement Page 4 of 11 City of National City and Revised May 2017 Project Professionals Corp diligence under this sub -section will render the CONSULTANT liable to the CITY for any increased costs that result from the CITY'S later inability to obtain the specified items or any reasonable substitute within a price range that allows for project completion in the time frame specified or, when not specified, then within a commercially reasonable time. 13. NON-DISCRIMINATION PROVISIONS. The CONSULTANT shall not discriminate against any employee or applicant for employment because of age, race, color, ancestry, religion, sex, sexual orientation, marital status, national origin, physical handicap, or medical condition. The CONSULTANT will take positive action to insure that applicants are employed without regard to their age, race, color, ancestry, religion, sex, sexual orientation, marital status, national origin, physical handicap, or medical condition. Such action shall include but not be limited to the following: employment, upgrading, demotion, transfer, recruitment or recruitment advertising, layoff or termination, rates of pay or other forms of compensation, and selection for training, including apprenticeship. The CONSULTANT agrees to post in conspicuous places available to employees and applicants for employment any notices provided by the CITY setting forth the provisions of this non-discrimination clause. 14. CONFIDENTIAL INFORMATION. The CITY may from time to time communicate to the CONSULTANT certain confidential information to enable the CONSULTANT to effectively perform the services to be provided herein. The CONSULTANT shall treat all such information as confidential and shall not disclose any part thereof without the prior written consent of the CITY. The CONSULTANT shall limit the use and circulation of such information, even within its own organization, to the extent necessary to perform the services to be provided herein. The foregoing obligation of this Section 14, however, shall not apply to any part of the information that (i) has been disclosed in publicly available sources of information; (ii) is, through no fault of the CONSULTANT, hereafter disclosed in publicly available sources of information; (iii) is already in the possession of the CONSULTANT without any obligation of confidentiality; or (iv) has been or is hereafter rightfully disclosed to the CONSULTANT by a third party, but only to the extent that the use or disclosure thereof has been or is rightfully authorized by that third party. The CONSULTANT shall not disclose any reports, recommendations, conclusions or other results of the services or the existence of the subject matter of this Agreement without the prior written consent of the CITY. In its performance hereunder, the CONSULTANT shall comply with all legal obligations it may now or hereafter have respecting the information or other property of any other person, firm or corporation. CONSULTANT shall be liable to CITY for any damages caused by breach of this condition, pursuant to the provisions of Section 15. 15. INDEMNIFICATION AND HOLD HARMLESS. The CONSULTANT agrees to defend, indemnify, and hold harmless the City of National City, its officers, officials, agents, employees, and volunteers against and from any and all liability, loss, damages to property, injuries to, or death of any person or persons, and all claims, demands, suits, actions, proceedings, reasonable attorneys' fees, and defense costs, of any kind or nature, including workers' compensation claims, of or by anyone whomsoever, resulting from or arising out of the CONSULTANT'S negligent performance of this Agreement. CITY will cooperate reasonably in Standard Agreement Revised May 2017 Page 5 of 11 City of National City and Project Professionals Corp the defense of any action, and CONSULTANT shall employ competent counsel, reasonably acceptable to the City Attorney. The indemnity, defense and hold harmless obligations contained herein shall survive the termination of this Agreement for any alleged or actual omission, act, or negligence under this Agreement that occurred during the term of this Agreement. 16. WORKERS' COMPENSATION. The CONSULTANT shall comply with all of the provisions of the Workers' Compensation Insurance and Safety Acts of the State of California, the applicable provisions of Division 4 and 5 of the California Labor Code and all amendments thereto; and all similar State or federal acts or laws applicable; and shall indemnify, and hold harmless the CITY and its officers, employees, and volunteers from and against all claims, demands, payments, suits, actions, proceedings, and judgments of every nature and description, including reasonable attorney's fees and defense costs presented, brought or recovered against the CITY or its officers, employees, or volunteers, for or on account of any liability under any of said acts which may be incurred by reason of any work to be performed by the CONSULTANT under this Agreement. 17. INSURANCE. The CONSULTANT, at its sole cost and expense, shall purchase and maintain, and shall require its SUBCONSULTANT(S), when applicable, to purchase and maintain throughout the term of this Agreement, the following insurance policies: A. ® If checked, Professional Liability Insurance (errors and omissions) with minimum limits of $1,000,000 per occurrence. B. Automobile Insurance covering all bodily injury and property damage incurred during the performance of this Agreement, with a minimum coverage of $1,000,000 combined single limit per accident. Such automobile insurance shall include owned, non -owned, and hired vehicles ("any auto"). The policy shall name the CITY and its officers, agents, employees, and volunteers as additional insureds, and a separate additional insured endorsement shall be provided. C. Commercial General Liability Insurance, with minimum limits of either $2,000,000 per occurrence and $4,000,000 aggregate, or $1,000,000 per occurrence and $2,000,000 aggregate with a $2,000,000 umbrella policy, covering all bodily injury and property damage arising out of its operations, work, or performance under this Agreement. The policy shall name the CITY and its officers, agents, employees, and volunteers as additional insureds, and a separate additional insured endorsement shall be provided. The general aggregate limit must apply solely to this "project" or "location". The "project" or "location" should be noted with specificity on an endorsement that shall be incorporated into the policy. D. Workers' Compensation Insurance in an amount sufficient to meet statutory requirements covering all of CONSULTANT'S employees and employers' liability insurance with limits of at least $1,000,000 per accident. In addition, the policy shall be endorsed with a waiver of subrogation in favor of the CITY. Said endorsement shall be provided prior to commencement of work under this Agreement. If CONSULTANT has no employees subject to the California Workers' Compensation and Labor laws, CONSULTANT shall execute a Declaration to that effect. Said Declaration shall be provided to CONSULTANT by CITY. E. The aforesaid policies shall constitute primary insurance as to the CITY, its officers, officials, employees, and volunteers, so that any other policies held by the CITY Standard Agreement Page 6 of 11 City of National City and Revised May 2017 Project Professionals Corp shall not contribute to any loss under said insurance. Said policies shall provide for thirty (30) days prior written notice to the CITY's Risk Manager, at the address listed in subsection G below, of cancellation or material change. F. If required insurance coverage is provided on a "claims made" rather than "occurrence" form, the CONSULTANT shall maintain such insurance coverage for three years after expiration of the term (and any extensions) of this Agreement. In addition, the "retro" date must be on or before the date of this Agreement. G. The Certificate Holder for all policies of insurance required by this Section shall be "City of National City, c/o Risk Manager, 1243 National City Boulevard, National City, CA 91950-4397. H. Insurance shall be written with only insurers authorized to conduct business in California that hold a current policy holder's alphabetic and fmancial size category rating of not less than A:VII according to the current Best's Key Rating Guide, or a company of equal fmancial stability that is approved by the CITY'S Risk Manager. In the event coverage is provided by non -admitted "surplus lines" carriers, they must be included on the most recent California List of Eligible Surplus Lines Insurers (LESLI list) and otherwise meet rating requirements. I. This Agreement shall not take effect until certificate(s) or other sufficient proof that these insurance provisions have been complied with, are filed with and approved by the CITY'S Risk Manager. If the CONSULTANT does not keep all of such insurance policies in full force and effect at all times during the terms of this Agreement, the CITY may elect to treat the failure to maintain the requisite insurance as a breach of this Agreement and terminate the Agreement as provided herein. J. All deductibles and self -insured retentions in excess of $10,000 must be disclosed to and approved by the CITY. K. If the CONSULTANT maintains broader coverage or higher limits (or both) than the minimum limits shown above, the CITY requires and shall be entitled to the broader coverage or higher limits (or both) maintained by the CONSULTANT. Any available insurance proceeds in excess of the specified minimum limits of insurance and coverage shall be available to the CITY. 18. LEGAL FEES. If any party brings a suit or action against the other party arising from any breach of any of the covenants or agreements or any inaccuracies in any of the representations and warranties on the part of the other party arising out of this Agreement, then in that event, the prevailing party in such action or dispute, whether by final judgment or out -of - court settlement, shall be entitled to have and recover of and from the other party all costs and expenses of suit, including attorneys' fees. For purposes of determining who is to be considered the prevailing party, it is stipulated that attorney's fees incurred in the prosecution or defense of the action or suit shall not be considered in determining the amount of the judgment or award. Attorney's fees to the prevailing party if other than the CITY shall, in addition, be limited to the amount of attorney's fees incurred by the CITY in its prosecution or defense of the action, irrespective of the actual amount of attorney's fees incurred by the prevailing party. 19. TERMINATION. Standard Agreement Revised May 2017 Page 7ofll City of National City and Project Professionals Corp A. This Agreement may be terminated with or without cause by the CITY. Termination without cause shall be effective only upon 60-day's written notice to the CONSULTANT. During said 60-day period the CONSULTANT shall perform all services in accordance with this Agreement. B. This Agreement may also be terminated immediately by the CITY for cause in the event of a material breach of this Agreement, misrepresentation by the CONSULTANT in connection with the formation of this Agreement or the performance of services, or the failure to perform services as directed by the CITY. C. Termination with or without cause shall be effected by delivery of written Notice of Termination to the CONSULTANT as provided for herein. D. In the event of termination, all finished or unfinished Memoranda Reports, Maps, Drawings, Plans, Specifications and other documents prepared by the CONSULTANT, whether paper or electronic, shall immediately become the property of and be delivered to the CITY, and the CONSULTANT shall be entitled to receive just and equitable compensation for any work satisfactorily completed on such documents and other materials up to the effective date of the Notice of Termination, not to exceed the amounts payable hereunder, and less any damages caused the CITY by the CONSULTANT'S breach, if any. Thereafter, ownership of said written material shall vest in the CITY all rights set forth in Section 7. E. The CITY further reserves the right to immediately terminate this Agreement upon: (1) the filing of a petition in bankruptcy affecting the CONSULTANT; (2) a reorganization of the CONSULTANT for the benefit of creditors; or (3) a business reorganization, change in business name or change in business status of the CONSULTANT. 20. NOTICES. All notices or other communications required or permitted hereunder shall be in writing, and shall be personally delivered; or sent by overnight mail (Federal Express or the like); or sent by registered or certified mail, postage prepaid, return receipt requested; or sent by ordinary mail, postage prepaid; or telegraphed or cabled; or delivered or sent by telex, telecopy, facsimile or fax; and shall be deemed received upon the earlier of (i) if personally delivered, the date of delivery to the address of the person to receive such notice, (ii) if sent by overnight mail, the business day following its deposit in such overnight mail facility, (iii) if mailed by registered, certified or ordinary mail, five (5) days (ten (10) days if the address is outside the State of California) after the date of deposit in a post office, mailbox, mail chute, or other like facility regularly maintained by the United States Postal Service, (iv) if given by telegraph or cable, when delivered to the telegraph company with charges prepaid, or (v) if given by telex, telecopy, facsimile or fax, when sent. Any notice, request, demand, direction or other communication delivered or sent as specified above shall be directed to the following persons: To CITY: Stephen Manganiello Director of Public Works/City Engineer Engineering & Public Works Department City of National City 1243 National City Boulevard National City, CA 91950-4397 Standard Agreement Page 8 of 11 City of National City and Revised May 2017 Project Professionals Corp To CONSULTANT: Byron S. Wade President/CEO Project Professionals Corporation 4499 Ruffin Road, Suite 250 San Diego, CA 92123 Notice of change of address shall be given by written notice in the manner specified in this Section. Rejection or other refusal to accept or the inability to deliver because of changed address of which no notice was given shall be deemed to constitute receipt of the notice, demand, request or communication sent. Any notice, request, demand, direction or other communication sent by cable, telex, telecopy, facsimile or fax must be confirmed within forty- eight (48) hours by letter mailed or delivered as specified in this Section. 21. CONFLICT OF INTEREST AND POLITICAL REFORM ACT OBLIGATIONS. During the term of this Agreement, the CONSULTANT shall not perform services of any kind for any person or entity whose interests conflict in any way with those of the City of National City. The CONSULTANT also agrees not to specify any product, treatment, process or material for the project in which the CONSULTANT has a material financial interest, either direct or indirect, without first notifying the CITY of that fact. The CONSULTANT shall at all times comply with the terms of the Political Reform Act and the National City Conflict of Interest Code. The CONSULTANT shall immediately disqualify itself and shall not use its official position to influence in any way any matter coming before the CITY in which the CONSULTANT has a financial interest as defined in Government Code Section 87103. The CONSULTANT represents that it has no knowledge of any financial interests that would require it to disqualify itself from any matter on which it might perform services for the CITY. ❑ If checked, the CONSULTANT shall comply with all of the reporting requirements of the Political Reform Act and the National City Conflict of Interest Code. Specifically, the CONSULTANT shall file a Statement of Economic Interests with the City Clerk of the City of National City in a timely manner on forms which the CONSULTANT shall obtain from the City Clerk. The CONSULTANT shall be strictly liable to the CITY for all damages, costs or expenses the CITY may suffer by virtue of any violation of this Section 21 by the CONSULTANT. 22. PREVAILING WAGES. State prevailing wage rates may apply to work performed under this Agreement. State prevailing wages rates apply to all public works contracts as set forth in California Labor Code, including but not limited to, Sections 1720,1720.2, 1720.3, 1720.4, and 1771. Consultant is solely responsible to determine if State prevailing wage rates apply and, if applicable, pay such rates in accordance with all laws, ordinances, rules, and regulations. 23. MISCELLANEOUS PROVISIONS. A. Computation of Time Periods. If any date or time period provided for in this Agreement is or ends on a Saturday, Sunday or federal, state or legal holiday, then such date Standard Agreement Page 9 of 11 City of National City and Revised May 2017 Project Professionals Corp shall automatically be extended until 5:00 p.m. Pacific Time of the next day which is not a Saturday, Sunday or federal, state, or legal holiday. B. Counterparts. This Agreement may be executed in multiple counterparts, each of which shall be deemed an original, but all of which, together, shall constitute but one and the same instrument. C. Captions. Any captions to, or headings of, the sections or subsections of this Agreement are solely for the convenience of the parties hereto, are not a part of this Agreement, and shall not be used for the interpretation or determination of the validity of this Agreement or any provision hereof. D. No Obligations to Third Parties. Except as otherwise expressly provided herein, the execution and delivery of this Agreement shall not be deemed to confer any rights upon, or obligate any of the parties hereto, to any person or entity other than the parties hereto. E. Exhibits and Schedules. The Exhibits and Schedules attached hereto are hereby incorporated herein by this reference for all purposes. To the extent any exhibits, schedules, or provisions thereof conflict or are inconsistent with the terms and conditions contained in this Agreement, the terms and conditions of this Agreement shall control. F. Amendment to this Agreement. The terms of this Agreement may not be modified or amended except by an instrument in writing executed by each of the parties hereto. G. Waiver. The waiver or failure to enforce any provision of this Agreement shall not operate as a waiver of any future breach of any such provision or any other provision hereof. H. Applicable Law. This Agreement shall be governed by and construed in accordance with the laws of the State of California. I. Audit. If this Agreement exceeds ten -thousand dollars ($10,000), the parties shall be subject to the examination and audit of the State Auditor for a period of three (3) years after final payment under the Agreement, per Government Code Section 8546.7. J. Entire Agreement. This Agreement supersedes any prior agreements, negotiations and communications, oral or written, and contains the entire agreement between the parties as to the subject matter hereof. No subsequent agreement, representation, or promise made by either party hereto, or by or to an employee, officer, agent or representative of any party hereto shall be of any effect unless it is in writing and executed by the party to be bound thereby. K. Successors and Assigns. This Agreement shall be binding upon and shall inure to the benefit of the successors and assigns of the parties hereto. L. Subcontractors or Subconsultants. The CITY is engaging the services of the CONSULTANT identified in this Agreement. The CONSULTANT shall not subcontract any portion of the work, unless such subcontracting was part of the original proposal or is allowed by the CITY in writing. In the event any portion of the work under this Agreement is subcontracted, the subconsultant(s) shall be required to comply with and agree to, for the benefit of and in favor of the CITY, both the insurance provisions in Section 17 and the indemnification and hold harmless provision of Section 15 of this Agreement. M. Construction. The parties acknowledge and agree that (i) each party is of equal bargaining strength, (ii) each party has actively participated in the drafting, preparation and negotiation of this Agreement, (iii) each such party has consulted with or has had the opportunity to consult with its own, independent counsel and such other professional advisors as such party has deemed appropriate, relative to any and all matters contemplated under this Agreement, (iv) each party and such party's counsel and advisors have reviewed this Agreement, (v) each party Standard Agreement Page 10 of 11 City of National City and Revised May 2017 Project Professionals Corp has agreed to enter into this Agreement following such review and the rendering of such advice, and (vi) any rule or construction to the effect that ambiguities are to be resolved against the drafting party shall not apply in the interpretation of this Agreement, or any portions hereof, or any amendments hereto. IN WITNESS WHEREOF, the parties hereto have executed this Agreement on the date and year first above written. CITY OF NATIONAL CITY on Morrison, Mayor APPROVED AS TO FORM: Angil P. Morris -Jones City Attorney By: Robert• M. Contreras Deputy City Attorney PROJECT PROFESSIONALS CORPORATION President/CEO Leanne Wade, CFO Standard Agreement Page 11 of 11 City of National City and Revised May 2017 Project Professionals Corp PROJECT PROFESSIONALS CORPORATION March 6, 2017 Stephen Manganiello Director of Public Works/City Engineer City of National City Department of Engineering & Public Works 1243 National City Blvd. National City, CA 91950 EXHIBIT "A" RE: Request for Qualifications (RFQ) for On -Call Project Support Services for National City's Capital Improvements Program (CIP) Dear Mr. Manganiello, Please accept this Statement of Qualifications in response to your Request for Qualifications for on -call support services for National City's Capital Improvement Program. At PPC, we take pride in our continued service to all of our clients and especially our most valued client, the City of National City. To keep all of our clients for as long as we have shows are continued dedication to superior service and attention to detail. We continually evolve with the industry and current law to provide our clients leading edge service and deliverables. Headquartered in San Diego, Project Professionals Corporation is a local engineering and project/construction management firm with staff members that built an over 30-year track record of delivering successful capital improvements projects. Our highly experienced project and construction managers, engineers, inspectors and administrators will work collaboratively with your team, and the appropriate community stakeholders to ensure the successful completion of your projects. Although PPC is growing into firm with even greater capabilities, National City staff will always have direct access to our firm's leadership, while also providing a responsive and agile team that can manage large projects and react quickly to changing project dynamics. PPC is currently developing a design division that will provide the best quality services from experienced staff with proven successful track records in right-of-way project design. PPC's unique experience and project management approach combine a strong legal background based in contract law, decades of experience and thoughtful value engineering to successfully manage capital improvement projects. PPC submits this Statement of Qualifications for the following disciplines and general services: Disciplines 1. Civil Engineering 2. Construction Management & Inspections (including Certified Payroll) 3. Legal 4499 RUFFIN ROAD, SUITE 250 SAN DIEGO, CALIFORNIA 92123 P ROJ ECT PRO FESS IONA LS COR P.COM TELEPHONE 858.634.8180 FACSIMILE 858.634.8184 Project Professionals Corporation Page 2 of 2 General Services 1. Planning & Design 2. Community Outreach 3. Engineering & Project Management 4. Grants Management 5. Capital Needs Assessment & Asset Management 6. Program Development, Training & Management As President/CEO of PPC, I have personally built my reputation over the last 30 years as "the guy that gets projects built." Often tasked with the most difficult projects, PPC always find ways to makea project successful. I am a California licensed and practicing attorney specializing in construction contract drafting, dispute resolution and litigation. For over 20 years, I brought these skills and knowledge to bear for the benefit of my clients and continue to do so at PPC. We are thankful to National City for the trust it has placed with us over the years to represent the City and to deliver its projects. I personally feel a great sense of loyalty to National City and strongly wish to continue this successful and gratifying relationship over the term of your next on -call contract. Thank you for your consideration and this opportunity to bring PPC's level of service to National City. We look forward to discussing our proposal with you. Sincerely, n S. ?OVade sident/CEO 4499 RUFFIN ROAD, SUITE 250 PROJECTPROFESSIONALSCORP.COM TELEPHONE 858.634.8180 SAN DIEGO, CALIFORNIA 92123 FACSIMILE 858.634.8184 ON -CALL PROJECT SUPPORT SERVICES FOR National City's Capital Improvement Program (CIP) CALIFORNIA - NATIONAL CITV iU=31 M1 ('ORYOR AT EXECUTIVE SUMMARY Headquartered in San Diego, Project Professionals Corporation is a local engineering and project/construction management firm with staff that has built an over 30-year track record of delivering successful capital improvement projects. PPC's highly experienced project and construction managers, engineers, inspectors and administrators will work collaboratively with National City's team, and the appropriate community stakeholders, to ensure the successful completion of city projects. The modest size of PPC offers National City staff direct access to the firm's leadership, while also providing a responsive and agile team that can manage large projects and react quickly to changing project dynamics. PPC's unique experience and project management approach combine a strong legal background based in contract law, extensive design work and thoughtful engineering to successfully manage the capital improvement projects included in the City of National City's CIP. PPC has extensive experience managing several projects within the same jurisdiction and has previously assembled teams that performed multiple functions for National City. This creates efficiencies that would otherwise be difficult to duplicate. Overlapping personnel on various projects helps develop a keen understanding of National City's particular processes for all types of projects, translating into substantial project cost savings and ensuring continuity. All PPC activities begin with Byron Wade, the company's President/CEO. Byron takes a personal role in all projects from team building and scoping, to community outreach and project delivery. He stays engaged and active on every project and is the primary contact for PPC. PPC is currently developing a civil engineering design section. Our goal is to assemble a team of very experienced and successful civil engineers and design professionals that have a proven track record in the greater San Diego area for right-of-way improvement projects. At this time we would like to include this into our proposed services and would present the team to the City when assembled for consideration on design projects. Based on relevant experience, PPC is confident it can successfully provide the following services identified in your RFP: Disciplines 1. Civil Engineering 2. Construction Management & Inspections (including Certified Payroll) 3. Legal PROJECT PROFESSIONALS CORP ON -CALL PROJECT SUPPORT SERVICES FOR National City's Capital Improvement Program (CIP) --.. tALIFORAIA NiTIQA.L CIT 01l4 General Services 1. Planning & Design 2. Community Outreach 3. Engineering & Project Management 4. Grants Management 5. Capital Needs Assessment & Asset Management 6. Program Development, Training & Management PPC is especially knowledgeable in managing state and federally funded projects. With our strong reputation and relationships with state and federal regulators and auditors, we are in the best position to keep National City's state and federal projects in compliance. This will also benefit National City on future grant applications. PPC's professional staff members are all from the greater San Diego area with most of their cumulative experience in the South Bay including National City and Chula Vista. PPC can provide that local knowledge for the benefit of National City. With Byron Wade as a licensed California attorney, PPC offers all of its services with experience and expertise unique to the engineering consulting community. Byron's strong background in construction and municipal law affords our clients a tremendous advantage in contract drafting, negotiations and claims defense. We believe PPC earned your trust through a strong track record of success with National City's projects that we have helped bring about, manage and defend. Together, the PPC and National City teams can effectively address the repair, replacement and expansion of the city's physical infrastructure system. Page 4 PROJECT PROFESSIONALS CORP EXHIBIT "B" National City — 2017 Rate Schedule Title Hourly Rate Principal Project/Construction Manager $220 Senior Project Manager $185 Project Manager II $135 Project Manager I $115 Principal Civil Engineer $220 Senior Civil Engineer $185 Civil Engineer $135 Assistant Civil Engineer $115 CAD Operator $85 Communications Director $120 Senior Administrator $95 Administrative Assistant $80 Prevailing Wage Assignments: Title Prevailing Wage Rate Base Special/Multi Shift 1 1/2 x OT 2 x OT Public Work Inspectors $135 $140* $178 $221 Prevailing Wage Inspectors increases shall occur concurrently with DIR directed rate increases Minimum billing increments shall be 0.25 hours. Minimum daily billing for inspector is 4 hours. Normal work hours: 8:00 a.m. — 5:00 p.m. PPC Holidays per handbook are: New Year's Day, Memorial Day, Independence Day, Labor Day, Thanksgiving Day, Day after Thanksgiving Day, Christmas Day and New Year's Eve. Overtime — Overtime shall be billed at the normal hourly rates for all staff except inspectors. *Inspectors are paid in accordance with the applicable State or Federal prevailing wage requirements for overtime, minimum daily hours, special shifts and multi -shifts. Third shift inspectors are paid 8 hours for 6.5 hours work. All work in excess of 6.5 hours for a single shift shall be billed at the appropriate overtime rate. Letter size copies at $0.10 each b&w or color. Tabloid copies at $0.20 each b&w or color. Binders at $25 each. CD's at $5 each. Mileage charged at the current federal rate. No markups on travel expenses, reproduction services and other outside expenses. 4499 RUFFIN ROAD, SUITE 250 PROJECTPROFEESIONALSCORP.COM TELEPHONE 858.634.8180 SAN DIEGO, CALIFORNIA 92123 FACSIMILE 858.634.8184 ACORN® CERTIFICATE OF LIABILITY INSURANCE ‘,,,,.. DATE(MM/DD/YYYY) 5/22/2017 THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER, AND THE CERTIFICATE HOLDER. IMPORTANT: If the certificate holder is an ADDITIONAL INSURED, the policy(ies) must be endorsed. If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy, certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). PRODUCER Cavignac & Associates 450 B Street, Suite 1800 San Diego CA 92101 NAME: CT Certificate Department PHONE 619 744-0574 FAX 619-234-8601 (A/C, No Fst)• to/C, No): AooAii.. certificates@cavignac.com INSURER(S) AFFORDING COVERAGE NAIC # INSURERA:Sentinel Insurance Company 11000 INSURED PROJPRO-01 Project Professionals Corporation 4499 Ruffin Road, Suite 250 San Diego CA 92123 INSURER B:Hartford Ins Co of the Midwest 37478 INSURER c :Travelers Casualty and Surety 19038 INSURER D: INSURER E : INSURER F : •1113354751 MBER: vTHIS 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 (MMIDD/YYYY) POLICY EXP (MMIDDIYYYY) LIMITS A X COMMERCIAL GENERAL LIABILITY Y Y 72SBWAR9250 5/10/2017 5/10/2018 EACH OCCURRENCE $2,000,000 DAMAGE RENTED PREMISESO(Ea occurrence) $2,000,000 CLAIMS -MADE X OCCUR MED EXP (Any one person) $10,000 PERSONAL & ADV INJURY $2,000,000 GENERAL AGGREGATE $4,000,000 GEN'L AGGREGATE POLICY OTHER: X LIMIT APPLIES jE a X PER: LOC PRODUCTS - COMP/OP AGG $4,000,000 Deductible $0 A AUTOMOBILE _ X LIABILITY ANY AUTO ALL OWNED AUTX HIRED AUTOS NoOwnedAutos X — SCHEDULED NON OWNED AUTOS Y Y 72SBWAR9250 5/10/2017 5/10/2018 COMBINED SINGLE LIMIT (Ea accident) $2,000,000 BODILY INJURY (Per person) $ BODILY INJURY (Per accident) $ PerOPcERTY DAMAGE ) $ $ A X UMBRELLA LIAB EXCESS LIAB X OCCUR CLAIMS -MADE 72SBWAR9250 5/10/2017 5/10/2018 EACH OCCURRENCE $5,000,000 AGGREGATE $5,000,000 $ DED X RETENTION $10,000 B WORKERS COMPENSATION AND EMPLOYERS' LIABILITY Y / N ANY PROPRIETOR/PARTNER/EXECUTIVE I OFFICER/MEMBER EXCLUDED? (Mandatory in NH) If yes, describe under DESCRIPTION OF OPERATIONS below N /A Y 72WEGPH2220 7/1/2016 7/1/2017 PER X STATUTE OTH- ER E.L. EACH ACCIDENT $1,000,000 E.L. DISEASE - EA EMPLOYEE $1,000,000 E.L. DISEASE - POLICY LIMIT $1,000,000 C Professional Liability 106295039 5/10/2017 5/10/2018 Ea Claim & Aggreg $2,000,000 DESCRIPTION OF OPERATIONS I LOCATIONS I VEHICLES (ACORD 101, Additional Remarks Schedule, may be attached if more space Is required) Additional Insured coverage applies to General and Automobile Liability for The City of National City, its elected officials, officers, agents, employees and volunteers per policy form. Prof. Liab. - Claims made, defense costs included within limit. Waiver of subrogation applies to General Liability, Automobile Liability, and Workers Compensation per policy form. No Owned Autos. CERTIFICATE HOLDER CANCELLATION City of National City Go Risk Manager 1243 National City Boulevard National City CA 91950-4397 SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. AUTHORIZED REPRESENTATIVE ACORD 25 (2014/01) © 1988-2014 ACORD CORPORATION. All rights reserved. The ACORD name and logo are registered marks of ACORD THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. WAIVER OF OUR RIGHT TO RECOVER FROM OTHERS ENDORSEMENT - CALIFORNIA Policy Number: 72 WEG PH2220 Endorsement Number: Effective Date: 07/01/16 Effective hour Is the same as stated on the Information Page of the pdicy. Named Insured and Address: PROJECT PROFESSIONALS CORPORATION 4499 RUFFIN RD STE 250 SAN DIEGO, CA 92123 We have the right to recover our payments from anyone liable for an injury covered by this policy. We will not enforce our right against the person or organization named in the Schedule. (This agreement applies only to the Went that you perform work under a written contract that requires you to obtain this agreement from us.) You must maintain payroll records accurately segregating the remuneration of your employees while engaged in the work described in the Schedule. The additional premium for this endorsement shall be 2 % of the California workers' compensation premium otherwise due on such remuneration. SCHEDULE Person or Organization Job Description ANY PERSON OR ORGANIZATION FROM WHOM YOU ARE REQUIRED BY WRITTEN CONTRACT OR AGREEMENT TO OBTAIN THIS WAIVER OF RIGHTS FROM US. Countersign Form WC 04 03 06 (1) Printed in U.S.A. Process Date: 0 5/ 15 / 16 AS REQUIRED BY WRITTEN CONTRACT. Policy Expiration Date: 07/01/17 Policy Number 72SBWAR9250 BUSINESS LIABILITY COVERAGE FORM Various provisions in this policy restrict coverage. Read the entire policy carefully to determine rights, duties and what is and is not covered. Throughout this policy the words "you" and "your" refer to the Named Insured shown in the Declarations. The words "we", "us" and "our* refer to the stock insurance company member of The Hartford providing this insurance. The word insured" means any person or organization qualifying as such under Sedition C. - Who Is. An Insured. Other words and phrases that appear in quotation marks have special meaning, Refer to Section a. - Liability And Medical Expenses Definitions. A. COVERAGES 1: BUSINESS LIABILITY COVERAGE (BODILY INJURY, PROPERTY DAMAGE, PERSONAL AND ADVERTISING INJURY) Insuring Agreement a. We will pay those suniS that the insured becomes legally obligated to pay as damages because of "bodily injury", "property damage" or "personal and advertising Injury" to which this insurance applies. We will have the right and duty to defend the insured against any "suit" seeking those damages. However, we will have no duty to defend the Insured against any "suit" seeking damages for "bodily injury', "properly damage" or "personal and. advertising lnjurY'" to which this insurance does not apply. We may, at our discretion, investigate any "occurrence' or offense and settle any claim or "slat" that may result. Bud;. (1) The amount we will pay for damages is limited as described in Section D. Liability And Medical Expenses Limits Of Insurance; and (2) Our right and duty to defend ends when we have used up the applicable limit of insurance in the payment of judgments, settlements or medical eXpenses tta which this insurance applies. No other obligation or Ilabillty to pay sums or perform acts or seririces is covered unless explicitly provided for under Coverage Extension Supplementary Payments. b. This insurance applies: (1) To `bodily injury" and "property damage" only If (a) The "bodily Injury" or "property damage" is caused by an "occurrence• that takes place in the "coverage territory"; (b) The "bodily Injury" or 'property damage" occurs during the policy period; and (c) Prior to the policy period, no insured listed under Paragraph 1. of Section C. — Who Is An insured and no "employee" authorized by you to give or receive notice of an "occurrence" or claim, knew that the "bodily injury" or "property damage" had occurred, in whole or In part. If such a listed insured or authorized "employee" knew, prior to the policy period, that the "bodily 'injury" or "property damage" occurred, then any continuation, change or resumption of such "bodily injury" or 'property damage during or after the policy period will be deemed to have been known prior to the policy period. (2)' To "personal and advertising Injury" caused by an offense arising out of your business, but only if the offense was committed in the "coverage territory" during the policy period. "Bodily injury" or "property damage" will be deemed to have been known to have occurred at the earliest time when any insured listed under Paragraph "1, of Section C. Who Is An insured or any "employee" authorized by you to give or receive notice of an "occurrence" or claim: (1) Reports all, or any part, of the "bodily injury" or "property damage" to us or any other Insurer; Form SS 00 08 04 05 Page 1 of'24 © 2005, The Hartford BUSINESS'LIABiLiTY COVERAGE FORM (2) Receives a written or verbal demand or 4:4alrn for damages because of the "bodily injury" or "property damage"; Or Becomes aware by any other means that "badly injury" or "property damage" has orri,rred or has begun to occur. d. Damages because of "bodily injury" Include damages claimed by any person or organization for care, loss of services or death resulting at any time from the "bodily injury". a. Incidental Medical Malpractice (1) "Bodily injury" arising Out of the rendering of or failure to render professional health care services as a physician, dentist, nurse, emergency medical technician or paramedic shall be deemed to be caused by an 'occurrence", but only if: (a) The physician, dentist, nurse, emergency medical technician or paramedic is employed by you to provide such services; and (b) You are not engaged In the business or occupation of providing such services; (2) For the purpose of determining the limits of insurance for 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 one "occurrent*". 2. MEDICAL EXPENSES InsuringAgreement a. We will pay medical expenses as described below for 'bodily injury" caused by an accident: (1) On premises. you own or rent; (2) On ways next to premises you own or rent ar (3) Because of y+oUr..operations; provided that: (1) The accident takes place In the "coverage territory" and during the policy period; (2) The expenses are incurred and reported to us within three years of the date of the accident; and (3) The injured person submits to examination, at our expense, by physicians of our choice as often as we reasonably require. (3) b. We will make these payments regardless of fault. These Payments Will not exceed the. applicable limit of insurance. We will pay reasonable expenses for: (1) First aid administered at the time of an accident;: (2) Necessary medical, surgical, x-ray and dental services, Including prosthetic devices; and (3) Necessary ambulance, hospital, professional nursing and funeral services. 3. COVERAGE EXTENSION SUPPLEMENTARY PAYMENTS aa. We will pay, with respect to any claim or `suit" we investigate or settle, or any "suit" against an insured we defend: (1) All expenses we incur. (2) Up to $1,000 for the cost of bail bonds required because of accidents or traffic law violations arising out of the use of any vehicle to which Business Liability Coverage for "bodily injury" applies. We do nothave to furnish these bonds. (3) The cost of appeal bonds or bonds to release attachments, but only for bond aflK ants 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 in the "suit". (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 reduce the limits of insurance. Page 2 of 24 Form SS 00 08 04 05 BUSINESS LIABILITY COVERAGE FORM b. If we defend an insured against a "suit" and an indemnitee of the insured is also named as a party to the "suit", we will defend that indemnitee If all of the following conditions are met; (1) The "suit" against the indemnitee seeks damages for which the insured has assumed the liability of the indemnitee In a contract or agreement that is an "Insured contract"; (2) This insurance applies to such liability assumed by the insured; (3) The obligation to defend, or the cost of the defense of, that indemnitee, has also been assumed by the insured in the same "insured contract"; (4) The allegations in the "suit" and the information we know about the "occurrence" are such that no conflict appears to exist between the interests of the insured and the Interest of the indemnitee; The Indemnitee and the Insured ask us to conduct and control the defense of that indemnitee against such "suit" and agree that we can assign the same counsel to defend the insured and the Indemnitee; and (6) The indemnitee: (a) Agrees In writing to: (I) Cooperate with us in the investigation, settlement or defense of the "suit"; (ii) Immediately send us copies of any demands, notices, summonses or legal papers received in connection with the "suit"; (III) Notify any other insurer whose coverage is available to the indemnitee; and (iv) Cooperate with us with respect to coordinating other applicable Insurance available to the indemnitee; and (b) Provides us with written authorization to: (I) Obtain records and other information related to the "suit"; and (II) Conduct and control the defense of the indemnitee in such "suit", (5) So long as the above conditions are met, attorneys' fees incurred by us in the defense of that indemnitee, necessary litigation expenses incurred by us and necessary litigation expenses incurred by the indemnitee at our request will be paid as Supplementary Payments. Notwithstanding the provisions of Paragraph 1.b.(b) of Section B. - Exclusions, such payments will not be deemed to be damages for "bodily injury" and "properly damage" and will not reduce the Limits of insurance, 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 B. EXCLUSIONS 1. Applicable To Business Liability Coverage This Insurance does not apply to; a. Expected Or Intended Injury 'Bodily Injury" or "property damage" expected or intended from the standpoint of the insured. This exclusion does not apply to "bodily injury" or "property damage" resulting from the use of reasonable force to protect persons or property; or (2) "Personal and advertising injury" arising out of an offense committed by, at the direction of or with the consent or acquiescence of the insured with the expectation of inflicting "personal and advertising injury. b. Contractual Liability (1) "Bodily injury" or "property damage"; or (2) "Personal and advertising injury" for which the insured is obligated to pay damages by reason of the assumption of liability in a contract or agreement. This exclusion does not apply to liability for damages because of: (a) "Bodily Injury", "property damage" or "personal and advertising injury" that the insured would have in the absence of the contract or agreement; or (1) FormSS00080405 Page3of24 BUSINESS LIABILITY COVERAGE FORM (b) "Bodily Injury" or "properly damage" OSSUMed In a ccContruct`:cr agreement that is art "irtsued 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 art "insured contract", reasonable attorneys' fees and necessary litigation expenses incurred by or for a party other than art insured are deemed to be damages because of "bly Injury" or "property damage" pact; (I) :Liability to such party for, or for the cost of, that party's defense has also been assumed in the same "inured contract", and (ti) Such attorneys' fees and litigation expenses are for defense of that party against a civil or alternative dispute resolution proceeding In which damages to which this Insurance applies are alleged. c. Liquor Liability "Bodily injury" or "property damage" for which any Insured may be held liable by reason of: (1) Causing or contributing to the intoxication of any person; (2) The furnishing of alcoholic beverages to a person under the legal drinking, age or under the Influence of alcohol; or Any statute, ordinance or regulation relating to the sale, gift, distribution or use of alcoholic beverages. This exclusion applies only if you are in the business of manufacturing, distributing, selling, serving or furnishing alcoholic beverages. d. Workers' Compensation And Similar Laws Any obligation of the Insured under a workers' compensation, disability benefits or unemployment compensation law or any similar law. e. Employer's Liability "Bodily Injury' to: (1) An "employee" of the Insured arising out of and in the course of: (a) Employment by the Insured; or (3) (b) Performing duties related to, the conduct ofthe insumed's business, or (2). The spouse, child, parent, brother or sister of that "employee" as a consequence of (1) above, This exclusion applies: (1) Whether the insured may be liable as an employer or in any other capacity; and (2) To any obligation to share damages with or repay someone else who must pay damages because of the injury. This exclusion does not apply to liability assumedby the insured under an 'Insured contract". f. Pollution (I) "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: (I) "Bodily injury" if sustained within a building and caused by smoke, fumes, vapor or soot produced by or originating from equipment that is used to heat, cool or dehumidify the building, or equipment that is used to heat water for personal use, by the building's occupants or their guests; "Bodily injury" or "property damage" for which tOu may be held liable, if you are a contractor and the owner or lessee of such premises, site or iocation has been added to your policy as an additional insured with respect to your ongoing operations performed for that additional insured at that premises, site or location and such premises, site or location Is not and never was owned or occupied by, or rented or loaned to, any insured, other than that additional insured; or Page 4 of 24 Form SS 00 08 04 05 BUSINESS LIABLi1Y COVERAGE FORM (c) (d) (Iq) "Bodily Injury" or "property damage ' arising out ,of 'heat, smOke or fumes from a "hostile fire"; (b) At or from any premises, site or location which is or was at any time used by or for any Insured or others for the handling, storage, disposal, processing or treatment of waste; Which are or were at any time transported, handled, stored, treated, disposed of, or processed as waste byor for: (I) Any insured; or (II) Anyperson or organization for whothi you may be legally responsible; At or from any premises, site or location on which any insured or any contractors or subcontractors working directly or indirectly on any insured's behalf are performing operations if the "pollutants" are brought on or to the premises, site or location in connection with such operations by such 'insured, contractor or subcontractor. However, this subparagraph does not apply to: (l) "Bodily injury" or "property damage" arising out of the escape of fuels, lubricants or *her operating fluids which ere needed to perform the normal electrical, hydraulic or Mechanical functions necessary for theoperation of "mobile equipment" or its parts, if such fuels, lubricants or other operating fluids escape from a vehicle part designed to hold, store or receive them, This exception does not apply .ifthe "bodily Injury" or "property damage" arises out of the intentional discharge, dispersal or release of the fuels, lubricants or other operating fluids, or if such fuels, lubricants or other operating fluids are brought on or to the premises, site or location with the Intent that they be discharged, dispersed or released as pert of the operations being performed by such Insured, contractor or subcontractor, (Ii) "Bodily Injury" or "properly damage" sustained within a building and caused by the release of gases, fumes or vapors from materials brought Into that building in connection with operations being performed by you or on your behalf by a contractor or subcontractor; or (ill) "Bodily injury" or "property dame* arising out of heat, smoke or fumes from a "hostile fire; or (e) At or from any ;premises, site or location on which any insured or any contractors or subcontractors working directly or indirectly on any insured's behalf are performing operations if the operations are to test for, monitor, dean up, remove, contain, treat, detoxify or neutralize, or in any way respond to, or assess the effects of, "pollutants".; (2) Any loss, cost or expense arising out of any: (a) Request, demand, order or statutory or regulatory requirement that any Insured or others test for, monitor, clean up, remove, contain, treat, detoxify or neutralize, or in any way respond to, or assess the effects of, "pollutants"; or (b) Claim or suit by or on behalf of a governmental authority for damages because of testing for, monitoring, cleaning up, removing, containing, treating, detoxifying or neutralizing, or in any way respondinguto, or assessing the effects of, "pollutants". However, this paragraph does not apply to liability for damages because of "property damage" that the insured would have in the absence of such request, demand, order or statutory or regulatory requirement, or such claim or "suit" by or on behalf of a governmental authority. Form SS 00 08 04 05 Paige $ of:24 BUSINESS LIABILITY COVERAGE FORM g. Ahrcraft,,Auto OrWatercraft *Bodily Injury" or "property damage" arising out of the ownership, maintenance, use or entrustment to others of any aircraft, "auto" or watercraft owned or operated by or rented or loaned to any insured. Use includes operation and loading or unloading". This exclusion applies even If the claims against any insured allege negligence or other wrongdoing In the supervision, hiring, employment, training or monitoring of others by that Ured, If the *occurrence" which caused the 'bodily injury" or 'property damage" InVOlved the ownership, maintenance, use or entrustment to others of any aircraft, 'auto" or watercraft that is owned or operated by or rented or loaned to any insured. This exclusion does not apply to: (1) A watercraft while ashore on premises yOU OWn or rent; (2) A watercraft you do not own that is: (a) Less than 51 feet long; and (b) Not being used to carry persons for a charge; (3) Parking an *auto" on, or on the ways next to, premises you own or rent, provided the "auto" is not owned by or rented or loaned to you or the insured; (4) Liability assumed under any "insured contract" for the ownership, maintenance or use of aircraft or watercraft; (5) "Bodily injury" or 'property damage" arising out of the operation of any of the equipment listed in Paragraph f.(2) or f.(3) of the definition of "mobile equipment"; or An aircraft that is not owned by any insured and is hired, chartered or loaned With a paid crew. However, this exception does not apply If the insured has any other insurance for such "bodily Injury' or "property damage", whether the other insurance is primary, excess, contingent or on any other basis. h. Mobile Equipment "Bodily Injury" or "properly damage" arising out of: (1) The transportation of "mobile equipment" by an 'auto" owned or operated by or rented or loaned to any Insured; or (6) Page 6 of 24 J. Legal, accounting or advertising services; (2) Preparing, approving, or failing to prepare or approve maps, shop drawings, opinions, reports, surveys, field orders, change otters, designs or drawings and specificatorts; (3) Supervisory, Inspection, architectural or engineering activities; (4) Medical, surgical, dental, x-ray or nursing services treatment, advice or Instruction; Any health or therapeutic service treatment, advice or instruction; (6) Any service, treatment, advice or Instruction for the purpose of appearance or skin enhancement, hair removal or replacement or personal grooming; (7) Optical or hearing aid services Including the prescribing, preparation, fitting, demonstration or distribution of ophthalmic lenses and similar products or hearing aid devices; (2). The use of "mobile equipment' in, or While in practice or preparation for, a prearranged racing, speed Or demolition contest or In any stunting activity. I. War "Bodily injury", "property damage" or *personal and advertising Injury", however caused, arising, directly or indirectly, out of: (1) War, Including undeclared or civil war; (2) Warlike action by a military force, Including action in hindering or defending against an aOfuel or expected attack, by any government, sovereign or other authority using Military personnel or other agents; or (3) insurrection, rebellion, revolution, usurped power, or action taken by governmental authority in hindering or defending against any of these, Professional Services "Bodily Injury", "property damage" or "personal and advertising injury" arising out of the rendering of or failure to render any professional service. This includes but is not limited to: (1) (5) Form SS 00 08 04 05 BUSINESS LIABILITY COVERAGE FORM (8) Optometry or optometric services including but not !united to examination of the eyes and. the prescribing, preparation, fittirtpderrt6nstrattion or distribution of ophthalmic 'lenses and similar proCuds (9) Any: (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 (11) Computer consulttng; design or programming services, including web site design. Paragraphs (4) and (5) of this exclusion do not apply to the Incidental Medical Malpractice coverage afforded under Paragraph 1.0. 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; That particular part of reel 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. (5) 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 fora 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. Paragraphs (3) and (4) of this exclusion do not apply to the use of elevators. Paragraphs (3), (4), (5) and (6) of this exclusion do not apply to liability assumed under a sidetrack agreement. Paragraphs (3) and (4) of this exclusion do not apply to "property damage" to borrowed equipment while not being used to perform operations at a Job site. Paragraph (6) of this exclusion does not apply to "property damage" included in the "products -completed operations hazard". I. Damage To Your Product "Property damage" to "your product" arising out of it or any pall of it. m. Damage To Your Work "Property damage" to "your work" arising out of it or any part of it and included in the "products -completed operations hazard". This exclusion does not apply if the damaged work or the work out of which the damage arises was performed on your behalf by a subcontractor. n. Damage To Impaired Property Or Property Not Physically Injured. "Property damage" to "impaired property* or property that has not been physicaliy Injured, arising out of: (1) A defect, deficiency, inadequacy or dangerous condition In "your product" or "your work"; or (2) A delay or failure by you or anyone acting on your behalf to perform a contract or agreement in accordance with its terms. This exclusion does not apply to the loss of use of other property arising out of sudden and accidental physical injury to "your product" or 'your work" after it has been put to its intended use. Form SS 00 08 04.05 Page 7 of 24 BUSINESS LIABILITY COVERAGE FORM a. Recall Of Products, Work Or Impaired Property Damages claimed for any loss, cost or expense incurred by you or others for the loss of use, withdrawal, recall, Inspection, repair, replacement, adjustment, removal or disposal of: (1) "Your product" (2) "Your work"; or (3) 'Impaired property"; if such product, work or properly Is withdrawn or recalled from the market or from use by any person or organization because of a known or suspected defect,. deficiency, inadequacy or dangerous condition in it. p. Personal And Advertising injury 'Personal and advertising injury": (1) Arising out of oral, written or electronic publication of Material, If done by or at the direction of the insured with knowledge of Its falsity; (2) Aiising_outof oral, written or electronic publication of material whose first publication took place before the beginning of the policy period; (3) Arising out of a criminal act committed by or at the direction of the insured; (4) Arising out of any breach of contract, except an Implied contract to use another's "advertising Idea' in your `advertisement'; (5) Arising out of the failure of goods, products or services to conform with any statement of quality or performance made in your `advertisement' Arising out of the wrong description of the priceofgoods, products or service Arising out of any violation of any intellectual property rights such as copyright, patent, trademark, trade name, trade secret, service mark or other designation of origin or authenticity. However, this exclusion does not apply to Infringement, in your "advertisement", of (a) Copyright; (b) Slogan, unless the slogan is also a trademark, trade name, service mark or other designation of origin or authenticity; or (6) C7) (c) Tithe (*any literary or artistic Work; (8) Arising'out Of an offense committed by an insured whose business is: (a) Advertising, broadcasting, publishing or telecasting; ' (b) designing or determining content of Web sites for others; or (c) An Internet search, access, content or service provider. HoVWever, this exclusion does not apply to Paragraphs a., b. and c. under the definition of "personal and advertising injury" In Section O. - Liability And Medical Expenses Definitions. For the purposes of this exclusion, placing an "advertisement" for or linking to others on your web site, by itself, is not considered the business of advertising, broadcasting, publishing or telecasting; (g)' Arising out of an electronic chat room or bulletin board the insured hosts, owns, or over which the insured exercises control; (10) Arising out of the unauthorized use of another's name or product in your a -mall address, domain name or metatags, or any other similar tactics to mislead another's potential customers; (11) Arising out of the violation of a person's right of privacy created by any state or federal act. However, this exclusion does not apply to liability for damages that the insured would have in the absence of such state or federal act; (12) Arising out of: (a) An 'advertisement" for others on your web site; (b) Placing a link to a web site of others on your web site; (c) Content from a web site of others displayed within a frame or border on your web site. Content includes information, code, sounds, text, graphics or images; or (d) Computer code, software or programming used to enable: (I) Your web site; or (iI) The presentation or functionality of an "advertisement" or other content on your web site; Page 8 of 24 Form SS 00 08 04 05 BUSiNESS LIABILITY COVERAGE FORM (13) Arising out of a violation of arty anti- trust law; (14) Arising out of the fiuctuation in price or value of any stocks, bonds or other securities; or (15) Arising out of discrimination or humiliation committedby or at the direction of any "executive officer", director, stockholder, partner or member of the insured. q. Electronic Data Damages arising out of the loss of, loss of use of, damage to, corruption of, inability to access, or inability to manipulate *electronic date' r. Employment -Related Practices "Bodily Injury" or "personal and advertising injury" to: (1) A person arising out of any: (a) Refusal to employ that person; (b) Termination of that person's employment; or (c) Employment -related practices, polides, acts Or omissions, such as coercion, demotion, evaluation, reassignment, discipline, defamation, harassment, humiliation or discrimination directed at that person; or (2) The spouse, child, parent, brother or sister of that person es a consequence of °bodily injury" or "personal and advertising Injury" to the person at whom any of the employment -related practices described In Paragraphs (a), (b), or (c) above Is directed. This exclusion applies: (1) Whether the insured may be liable as an employer or in any other capacity; and (2) To any obligation to share damages with or repay someone else who; must pay damages because of the injury. a. Asbestos (1) "Bodily injury" .*property damage" or "personal and; advertising Injury" arising out of the "asbestos hazard". (2) My damages, judgments, settlements, loss, costs or expenses that: (a) May be awarded or incurred by reason of any claim or suit alleging actual or threatened injury or damage of any nature or kind to persons or property which would not have occurred In whole or in part but for the "asbestos hazard"; (b) Arise out of any request, demand, order or statutory or regulatory requirement that any insured or others test for, monitor, clean up, remove, encapsulate, contain, treat, detoxify or neutralize or In any way respond to or assess the effects of en "asbestos' haZard'"rOr (c) Arise out of any claim: or suit; for damages because of testing for, monitoring, dearling .tip,: t` rnovii' g, encapsulating, containing, beating, detoxifying or neutralizing or in any way responding to or assessing the effects of an "asbestos hazard". t. Violation Of Statutes That Govern E- Malls, Fax, Phone Calls Or Other Methods Of Sending Material Or Information "Bodily injury", "property damage", or "personal and advertising Injury" arising directly or indirectly out of any action or omission that violates or is alleged to violate: (1) The Telephone Consumer Protection Act (TCPA), including any amendment of or addition to such law; (2) The CAN-SPAM Act of 2003, including any amendment of or addition to such law; or Any statute, ordnance or regulation, other than the TCPA or CAN-SPAM Act of 2003, that prohibits or limits the sending, transmitting, communicating or distribution of material or Information. Damage To Premises Rented To You -, Exception For Damage By Fire, Lightning or Explosion Exclusions c. through h. and k. through o. do not apply to damage by fire, lightning or explosion to premises rented to you or temporarily occupied by you with permission of the owner. A separate Omit of Insurance applies to this coverage aS described In Section D. - Liability And Medical Expenses Limits Of Insurance, (3) Form SS 00 08 04 05 Page 9 of 24 BUSINESS LIABILITY COVERAGE FORM 2. Applicable To Medical Expenses Coverage We will not pay expenses for "bodily injury": a. Any Insured To any insured, except"volunteer workers", b. Hired Person To a person hired to do work for or on behalf of any insured or a tenant of any insured. c. Injury On Normally Occupied Premises To a person injured on that part of premises you own or rent that the person normally occupies. d. Workers' Compensation And Similar Laws To a person, whether or not an "employee" of any insured, if benefits for the "bodily injury" are payable or must be provided under a workers' compensation or disability benefits law or a similar law. e. Athletics Activities To a person injured while practicing, instructing or participating In any physical exercises or games, sports or athletic contests, f. Products -Completed Operations Hazard Included with the "products -completed operations hazard". g. Business Liability Exclusions Excluded under Business Liability Coverage, C. WHO IS AN INSURED 1. If you are designated in the Declarations as: a. An individual, you and your spouse are insureds, but only with respect to the conduct of a business of which you are the sole owner. b. A partnership or joint venture, you are an insured. Your members, your partners, and their spouses are also insureds, but only with respect to the conduct of your business. c. A limited liability company, you are an insured. Your members are also insureds, but only with respect to the conduct of your business. Your managers are insureds, but only with respect to their duties as your managers. d. An organization other than a partnership, joint venture or limited liability company, you are an insured, Your "executive officers" and directors are insureds, but only with respect to their duties as your officers or directors, Your stockholders are also Insureds, but only with respect to their liability as stockholders. a. A trust, you are an insured, Your trustees are also insureds, but only with respect to their duties as trustees. 2. Each of the following is also an insured: a. Employees And Volunteer Workers Your "volunteer workers" only while performing duties related to the conduct of your business, or your "employees", other than either your "executive officers" (if you are an organization other than a partnership, joint venture or limited liability company) or your managers (if you are a limited liability company), but only for acts within the scope of their employment by you or while performing duties related to the conduct of your business. However, none of these "employees" or "volunteer workers" are insureds for: (1) "Bodily injury" or "personal and advertising injury": (a) To you, to your partners or members (if you are a partnership or joint venture), to your members (if you are a limited liability company), or to a co "employee" while in the course of his or her employment or performing duties related to the conduct of your business, or to your other "volunteer workers" while performing duties related to the conduct of your business; (b) To the spouse, child, parent, brother or sister of that CO - "employee' or that "volunteer worker" as a consequence of Paragraph (1)(a) above; (c) For which there is any obligation to share damages with or repay someone else who must pay damages because of the injury described in Paragraphs (1)(a) or (b) above; or (d) Arising out of his or her providing or failing to provide professional health care services. if you are not in the business of providing professional health care services, Paragraph (d) does not apply to any nurse, emergency medical technician or paramedic employed by you to provide such services. (2) "Property damage" to property: (a) Owned, occupied or used by, Page 10 of 24 Form SS 00 08-04 05 BUSINESS'LIABILITY COVERAGE FORM (b) Rented to, in the'Oare, ptistody or control of, or over Which physical control is being exercised for any purpose by you, any of your "employees", "volunteer workers", any partner or member (if you are a partnership or joint venture), or any member (If you are a limited liability company). b. Real Estate Manager Any person (other than your 'employee or "volunteer worker"), or any organization while acting as your real estate manager. c. Temporary Custodians Of Your Property Any person or organization having proper temporary custody of your property If you die, but only: (1) With respect to liability arising out of the maintenance or WAX/that propeny and (2) Until your legal representative has been appointed. d. Legal Representative Iif You Dlle Your legal representative If you die, but only with respect to duties as such. That representative will have all your rights and duties under this insurance. e. Unnamed Subsidiary Any subsidiary and subsidiary 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 ofthis 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 upcin the exhaustion of its limits of'irisurance. 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 acquiree or form the organization or the end of the policy period, whichever ,is earlier; and b. Coverage under ibis provision does not apply to: (1) "Bodily injury" or "property damage" that occurred; or (2) "Personal and advertising injury" arising out of an offense committed before you acquired or formed the organization. 4. Operator Of Mobile Equipment With respect to "mobile equipment' registered In your name under any motor vehicle registraition law, any person Is an insured while driving such equipment along a public highway with your permission. My 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 equipment, and only if no other insurance of any lord is available to tat person or organization for titt liability. However, no person or organization Is -an insured with reaped to: a. "Bodily injury" to a .00-"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. 5. Operator of Nonowned Watercraft With respect to watercraft you do not own that is less than 51 feet long and Is not being used to carry persons for a charge, any person is art 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 . r1U. other insurance of any kind is available to that person or organization for this liability. However, no person or organization is, en 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 or any person who Is an insured under this provision. Additional insureds When Required By Written Contract, Written Agreement Or Permit The person(s) or organizations) identified in Paragraphs a. through f. below are additional insureds when you have agreed, in a written FormSS00080405 Page 11 of24 BUSINESS-111ABILrfif COVERAGE FORM contract, written agreement or because of a permit issued by a state or political subdivision, that such person or organization be added as an additional insured on your policy, provided the Injury or damage occurs subsequent to the execution of the contract or agreement, or the issuance of the permit. A person or organization is an additional Insured under this provision only for that period of time required by the contract, agreement or permit. However, no such person or organization is an additional insured under this provision if such person or organization is Included as an additional Insured by an endorsement issued by us arid made a part of this Coverage Part, Including all persons or organizations added as additional insureds under the specific additional Insured coverage grants in Section F. —Optional Additional Insured Coverages. a. Vendors Any person(s) or organizatIon(s) (referred to bebw as vendor), but only with respect to "bodily injury" or "property damage" arising out of 'your products" wnletvare distributed or sold In the regular course of the vendor's business and only if this Coverage Part provides coverage for "bodily injuryor "property damage" Included within the "products -completed operations hazard". (1) The Insurance afforded to the vendor Is subject to the following additional exclusions: This insurance does not apply to: (a) "Bodily Injury" or "property damage" for which the vendor is obligated to pay damages by reason of the assumption of liability in a contract or agreement. This exclusion does not apply to liability for 'damages that the vendor would have In the absence of the contract or agreement; (b) Any express warranty unauthorized by you; (c) Any physical or chemical change In the product made Intentionally by the vendor; (d) Repackaging, except when unpacked solely for the purpose of inspection, demonstration, testing, or the substitution of parts under Instructions from the manufacturer, and then repackaged in the original container; (e) Any failure to make such inspections, adjustments, tests 'or servicing as the vendor has agreed to make or normally undertakes to make In the usual course of business, in connection With the distribution or sale of the products; (f) Demonstration, installation, servicing or repair operations, except such operations performed at the vendor's premises In connection with the sale of the product; (g) Products which, after distribution or sale by you, have been labeled or relabeled or used as a container, part or ingredient of any other thing or substance by or for the 'vendor; or (h) "Bodily Injury" or "property damage" arising out of the sole negligence of the vendor for its own acts or omissions or those of its employees or anyone else acting on its behalf. However, this exclusion does not apply to: (I) The exceptions contained in Subparagraphs (d) or (f); or (II) Such Inspections, adjustments, tests or servicing as the vendor has agreed to make or normally undertakes to make in the usual course of business, in connection with the distribution or sale of the products. (2) This insurance does not apply to any insured person or organization from whom you have acquired such products, or any ingredient, part or container, entering Into, accompanying or containing such products. b. Leasors Of Equipment (1) Any person or organization from whom you lease equipment; but only with respect to their liability for *bodily Injury", "property damage" or *personal and advertising injury' caused, in whole or in part, by your maintenance, operation or use of equipment leased to you by such person or organization. Page 12 of 24 Form SS 00 08 04 05 BUSINESS LIABILITY COVERAGE FORM (2) With respect to the insurance afforded to these additional insureds, this Insurance does not apply to any "iortirriice" Which takes place after you cease to lease that equipment. Lrofa-Of Land Or Premises (1) Any person or Organization from whom you lease land or premises, but only with respect to liability arising out of the ownership, maintenance or use of that part of the land or premises leased to you. (2) With respect to the insurance afforded to these additional insureds, this insurance does not apply to: (a) Any *occurrence which takes place alter you cease to lease that landor be a tenant in that premises; or (b) Structural alterations, new ocnstruction or demolition operations performed by or on behalf of such person or organization. d. Architects, Engineers Or Surveyors (1) Any architect, engineer, or surveyor, 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 connection with your premises; or (b) in the performance of your ongoing operations performed by you or on your behalf. (2) With respect to the insurance afforded to these additional insureds, the following additional exclusion applies; This insurance doesnot 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 arndspecifications; or (b) Supervisory, inspection, architectural or engineering activities. e. Permits Issued By State Or Political Subdivlslons (1) Any state or political subdivision, but only with respect to operations performed by you or on your behalf for which; the state or political subdivision has Issued a permit. (2) With respect to the insurance afforded to these additional insureds, this Insurance does not apply to: (a) "Bodily Injury", 'property damage" or "personal and advertising injury" arising out of operations performed for the state or municipality; or (b) "Bodily injury" or "property damage" included within the "products - completed operations hazard". f. Any Other Party (1) Any other person or organization who is not an insured under Paragraphs a. through e. 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; (b) In connection with your premises owned by or rented to you; or In connection with "your work" and Included within the '"products completed operations hazard", but only if (I) The written contract or written agreement requires you to provide such coverage to such additional insured; and (I1) This Coverage Part provides coverage for "bodily Injury" or "property damage" Included within the "products completed operations hazard". (2) With respect to the insurance afforded to these additional insureds, 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 architectural, engineering or surveying services, including: (c) Form SS00080405 Page13of24 BUSINESS LIABILITY COVERAGE FORM (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 activities. The limits of Insurance that apply to additional insureds are described in Section D. — Limits Of Insurance. How this insurance applies when other insurance is available to an additional insured is described in the Other Insurance Condition in Section E. — Liability And Medical Expenses General Conditions. No 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. D. LIABILITY AND MEDICAL EXPENSES LIMITS OF INSURANCE 1. The Most We Will Pay The Limits of Insurance shown in the Declarations and the rules below fix the most we will pay regardless of the number of: a. Insureds; b. Claims made or "suits" brought; or c. Persons or organizations making claims or bringing "suits". 2. Aggregate Limits The most we will pay for: a. Damages because of "bodily injury" and "property damage" included in the "products -completed operations hazard" is the Products -Completed Operations Aggregate Limit shown in the Declarations. b. Damages because of all other "bodily injury", "property damage" or "personal and advertising injury", Including medical expenses, Is the General Aggregate Limit shown In the Declarations, This General Aggregate Limit applies separately to each of your "locations" owned by or rented to you. "Location" means premises Involving the same or connecting lots, or premises whose connection is Interrupted only by a street, roadway or right-of-way of a railroad. This General Aggregate limit does not apply to "property damage" to premises while rented to you or temporarily occupied by you with permission of the owner, arising out of fire, lightning or explosion. 3. Each Occurrence Limit 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 the Declarations. 4. Personal And Advertising Injury Limit Subject to 2.b. above, the most we will pay for the sum of all damages because of all "personal and advertising injury" sustained by any one person or organization is the Personal and Advertising Injury Limit shown in the Declarations. 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 owner. In the case of damage by fire, lightning or explosion, the Damage to Premises Rented To You Limit applies to all damage proximately caused by the same 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 Declarations. Such amount shall be a part of and not in addition to the Limits of Insurance shown in the Declarations and described In this Section. Page 14 of 24 Form SS 00 08 04 05 BUSINESS LIABILITY COVERAGE FORM 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 paragraph does not apply to the Medical Expenses limit set forth in Paragraph 3. above. The Limits of insurance of this Coverage Part apply separately to each consecutive annual period and to arty 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 GENERAL CONDITIONS 1. Bankruptcy 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 Occurrence Or Offense You or any additional Insured must see to 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. b. Notice Of Claim 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; and (2) Notify us as soon as practicable. You or any additional Insured must see to it that we receive a written notice of the claim or "suit" as soon as practicable. c. Assistance And Cooperation Of The insured You and any other Involved Insured must: (1) Immediately send us copies of any demands, notices, summonses or legal papers received in connection with the claim or "suit"; (2) Authorize us to obtain records and other information: (3) Cooperate with us in the investigation, settlement of the claim or defense against the "suit"; and (4) Assist us, upon our request, in the enforcement of any right against any person or organization that may be liable to the insured because of injury or damage to which this insurance may also apply. d. Obligations At The Insured's Own Cost No insured will, except at that insureds own cost, voluntarily make a payment, assume any obligation, or incur any expense, other than for first aid, without our consent e. 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 to any additional insured only when such "occurrence", offense, claim or ""suit" is. known to: You or any additional insured that is an individual; (2) Any partner, if you or an additional Insured is a partnership; (3) Any manager, if you or an additional insured is a limited liability company; (4) Any "executive officer" or insurance manager, if you or an additional insured is a corporation; (5) Any trustee, If you or an additional Insured Is a trust; or (6) Any elected or appointed official, if you. or an additional insured Is a political subdivision or public entity. (1) Form SS 00 08 04 05 Page 15 of 24 BUSINESS LIABILITY COVERAGE FORM This Paragraph f. applies separately to you and anyadditional Insured. 3. Financial Responsibility Laws a. When 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 "rncbile equipment" to which this insurance applies, we will provide any liability, uninsured motoriSts, underinsured motorists, .no4ault or other coverage required by any motor vehicle law. We will provide the required limits for those coverages. 4. Legal Action Against Us No person or organization has a right under this Coverage Form: a. To join us as a party or otherwise bring us into a "suit" asking for damages from an Insured; or b. To sue us on this Coverage Form unless all of its terms have been fully complied with. A person or organization may sue us to recover on an agreed settlement or on a final judgment against an insured; but we will not be liable for damages that are not payable under the terms of this insurance or that are In excess of the applicable limit of insurance. An agreed settlement means a settlement and release of liability signed by us, the insured and the claimant or the claimant's legal representative. 5. Separation Of Insureds Except with respect to the Limits of Insurance, and any rights or duties specifically assigned in this policy to the first Named insured, this insurance applies: a. As if each Named' Insured were the only Named Insured; end b. Separately to each insured against whom a claim is made or "suit" is brought. 6. Representations a. When You Accept This Policy By accepting this policy, you agree: (1) The statements in the Declarations are accurate and complete; (2) Those statements are based upon representations you made to us; and (3) We have Issued this policy in reliance upon your representations. b. Unintentional Failure To Disclose Hazards If unintentionally you should fail to disclose allhazards relating to the conduct of your business at the Inception date of this Coverage Part, we shall not deny any coverage under this Coverage Part because of such failure. 7. Other insurance. if other valid and collectible Insurance is available for °a loss we cover under this Coverage Part, our obligations are limited as follows a. Primary Insurance This insurance is primary except when b. below applies. If other insurance is also primary, we will share with all that other insurance by the method described in c. below. b. Excess insurance This Insurance is excess over any of the other Insurance, whether primary, excess, 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, 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. (3). Page 16 of 24 Form SS 00 08 04 05 BUSINESS LIABILITY COVERAGE FORM (6) (7) When You Are Added As An Additional Insured To Other Insurance That is other insurance available to you covering liability for damages arising out of the premises or operations, or products and completed operations, for which you have been added as an additional insured by that insurance; or When You Add Others As An Additional Insured To This Insurance That is other insurance available to an additional insured. However, the following provisions apply to other insurance available to any person or organization who is an additional insured under this Coverage Part: (a) Primary insurance When Required By Contract This Insurance is primary if you have agreed in a written contract, written agreement or permit that this insurance be primary. If other Insurance is also primary, we will share with all that other insurance by the method described in c. below. (b) Primary And Non.Contrlbutory 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. Paragraphs (a) and (b) do not apply to other insurance to which the additional insured has been added as an additional insured. When this insurance is 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 remaining loss, if any, with any other Insurance that is not described in this Excess insurance provision and was not bought specifically to apply in excess of the Limits of Insurance shown in the Declarations of this Coverage Part. c. Method Of Sharing If all the other insurance permits contribution by equal shares, we will follow this method also. Under this approach, each insurer contributes equal amounts until it has paid its applicable limit of Insurance or none of the loss remains, whichever comes first. If any of the other insurance does not permit contribution by equal 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 a. Transfer Of Rights Of Recovery If the insured has rights to recover all or part of any payment, including Supplementary Payments, we have made under this Coverage Part, those rights are transferred to us. The insured must do nothing after loss to impair them. At our request, the insured will bring "suit" or transfer those rights to us and help us enforce them. This condition does not apply to Medical Expenses Coverage. b. Waiver Of Rights Of Recovery (Waiver Of Subrogation) if the Insured has waived any rights of recovery against any person or organization for all or part of any payment, including Supplementary Payments, we have made under this Coverage Part, we also waive that right, provided the Insured waived their rights of recovery against such person or organization In a contract, agreement or permit that was executed prior to the injury or damage. Form SS 00 08 04 05 Page '17 of 24 BUSINESS LIABILITY COVERAGE FORM F. OPTIONAL ADDITIONAL INSURED COVERAGES If listed or shown as applicable in the Declarations, one or more of the following Optional Additional Insured Coverages also apply, When any of these Optional Additional Insured Coverages apply, Paragraph 6. (Additional Insureds When Required by Written Contract, Written Agreement or Permit) of Section C., Who Is An Insured, does not apply to the person or organization shown in the Declarations. These coverages are subject to the terms and conditions applicable to Business Liability Coverage in this policy, except as provided below: 1. Additional Insured Designated Person Or Organization WHO IS AN INSURED under Section C. is amended to include as an additional insured the person(s) or organization(s) shown in the Declarations, 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; or b. In connection with your premises owned by or rented to you. 2. Additional insured - Managers Or Lessors Of Premises a. WHO IS AN INSURED under Section C. is amended to include as an additional insured the person(s) or organizations) shown In the Declarations as an Additional Insured - Designated Person Or Organization; but only with respect to liability arising out of the ownership, maintenance or use of that part of the premises leased to you and shown In the Declarations. b. With respect to the insurance afforded to these additional insureds, the following additional exclusions apply: This insurance does not apply to: (1) Any "occurrence" which takes place after you cease to be a tenant in that premises; or (2) Structural alterations, new construction or demolition operations performed by or on behalf of such person or organization. Page 18 of 24 3. Additional Insured - Grantor Of Franchise WHO IS AN INSURED under Section C. is amended to Include as an additional insured the person(s) or organization(s) shown in the Declarations as an Additional Insured - Grantor Of Franchise, but only with respect to their ilability as grantor of franchise to you. 4. Additional Insured " Lessor Of Leased Equipment a. WHO IS AN INSURED under Section C. is amended to include as an additional insured the person(s) or organizations) shown in the Declarations as an Additional Insured — Lessor of Leased Equipment, but only with respect to liability for "bodily injury", "property damage" or "personal and advertising injury" caused, in whole or in part, by your maintenance, operation or use of equipment leased to you by such person(s) or organization(s). b. With respect to the insurance afforded to these additional insureds, this insurance does not apply to any "occurrence" which takes place after you cease to lease that equipment. 5. Additional Insured - Owners Or Other Interests From Whom Land Has Been Leased a. WHO IS AN INSURED under Section C. is amended to Include as an additional insured the person(s) or organization(s) shown in the Declarations as an Additional insured — Owners Or Other Interests From Whom Land Has Been Leased, but only with respect to liability arising out of the ownership, maintenance or use of that part of the land leased to you and shown in the Declarations. b. With respect to the insurance afforded to these additional insureds, the following additional exclusions apply: This insurance does not apply to: (1) Any "occurrence" that takes place after you cease to lease that land; or (2) Structural alterations, new construction or demolition operations performed by or on behalf of such person or organization. 6. Additional Insured - State Or Political Subdivision Permits a. WHO IS AN INSURED under Section C. is amended to include as an additional insured the state or political subdivision shown In the Declarations as an Additional Form SS 00 08 04 05 BUSINESS UABILrTY COVERAGE FORM. Insured - State Or Political Subdivision - Permits, but only with: respect to operations performed by you or on your behalf for which the :state or political subdivision has issued a permit. b. With respect to the insurance afforded to these additional insureds, the following additional exclusions apply: This insurance does not apply to: (1) "Bodily injury", "property damage" or "personal and advertising injury" arising out of operations performed for the state or municipality; or (2) "Bodily injury" or "property damage" included In the "product -completed operations" hazard. 7. Additional Insured - Vendors a. WHO IS AN INSURED under Section C. Is amended to include as an additional insured the person(s) or organization(a) (referred to below as vendor) shown in the Declarations as an Additional Insured - Vendor, but only with respect to "bodily injury" or "property damage" arising out of "°your products" which are distributed or sold in the regular course of the vendor's business and only If this Coverage Part provides coverage for "bodily injury" or "property damage" Included within the "products -completed operations hazard". b. The insurance afforded to the vendor Is subject to the following additional exclusions: (1) This insurance does not apply to: (a) "Bodily injury" or "property damage" for which the vendor Is obligated to pay damages by reason of the assumption of liability in a contractor agreement Thisexclusion does not apply to liability for damages that the vendor would have In the absence of the contractor agreement; (b) Any express warranty unauthorized by you; (c) Any physical or chemical change In the product made intentionally bythe vendor, (d) Repackaging, unless unpacked solely for the purpose of inspection, demonstration, testing, or the substitution of parts under Instructions from the manufacturer, and then repackaged in the original container; (a) Any 'failure to make aWI inspections, adjustments, tee' car servicing as the vendor has agreed to awake or normally undertakes to make in the usual cotrse of business, In connection with the distribution or sale of the products; (f) Demonstration, installation, servicing or repair operations, except such operations performed at the vendor's premises in connection with the sale of the product (g) Products which, after distribution or sale by you, have been labeled or relabeled or used as a container, part or ingredient of any other thing or substance by or for the vendor; or (h) "Bodily injury" or "property damage' arising out of the sole negligence of the vendor for its own acts or omissions or those of its employees or anyone else acting on its behalf. However,this exclusion does not apply to: (I) The exceptions contained in Subparagraphs (d) or (f) or (II) Such Inspections, adjustments, tests or servicing as the vendor has agreed to make or normally undertakes to make in the usual course of business, in connection with the distribution or sale of the products, (2) This insurance does not apply to any Insured person or organization from whom you have acquired such products, or any ingredient, part or container, entering into, accompanying or containing such products. 8. Additional Insured - Controlling interest WHO IS AN INSURED under Section C. is amended to Include as an additional insured the person(s) or organizations) shown in the Declarations as an Additional Insured - Controlling Interest, but only with respect to their liability arising out of: a. Their financial control of you; or b. Premises they own, maintain or control while you lease or occupy these premises. Form SS 00 08 04 05 Page 19 of 24 BUSINESS LIABILITY COVERAGE FORM This insurance does not; apply to structural alterations, new construction end ;demolition operations performed by or for that person or organization. 9. Additional insured Owners, Lessees Or Contractors - Scheduled Person Or Organization a. WHO IS AN INSURED under Section C. is amended to include as an additional insured the person(s) or organization(s) shown In the Declarations as an Additional Insured - Owner, Lessees Or Contractors, but only with respect to liability for "bodily injury", *property damage" or "personal and advertising injury'° caused, in whole or in part, by your acts or omissions or the acts or omissions of those acting on your behalf: (1) In the performance of your ongoing operations for the additional insured(s), or (2) In connection with "your work" performed for that additional insured and Included within the "products - completed operations hazard", but only if this Coverage Part provides coverage for "bodily injury" or "property damage" Included within the "products -completed operations hazard". b. With respect to the Insurance afforded to these additional insureds, this insurance does not apply to "bodily Injury", *property damage" or "personal an advertising injury" arising out of therendering 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. is amended to include as an additional insured the person(s) or Organization(s) shown in the Declarations as an Additional Insured - Co - Owner Of Insured Premises, but only with respect to their liability as co-owner of the premises shown in the Declarations. Page 20 of 24 The emits of insurance that apply to additional insureds are described In Section D, - Limits Of Insurance. How this insurance applies when other insurance Is available to an additional Insured is described In the Other insurance Condition in Section E. — Liability And Medical Expenses General Conditions. G. LIABILITY AND MEDICAL EXPENSES. DEFINITIONS 1. "Advertisement" means the widespread public dissemination of information or images that has the; purpose of inducing the sale of goods, products or services through: a. (1) , Radio; (2) Television; (3) Billboard; (4) Magazine; (5) Newspaper; b. The Internet, but only that part of a web site that is about goods, products or services for the purposes of inducing the sale of goods, products or services; or c. Any other publication that Is •given widespread public distribution. However, "advertisement" does not Include: a. The design, printed material, Information or images contained in, on or upon the packaging or labeling of any goods or products; or b. An Interactive conversation between or among persons through a computer network. 2. "Advertising idea" means any idea for an "advertisement". 3. "Asbestos hazard" means an exposure or threat of exposure to the actual or alleged properties of asbestos and includes the mere presence of asbestos in any form. 4. "Auto means a land motor vehicle, trailer or semi trailer designed for travel on public roads, 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 by a person and, if arising out of the above, mental anguish or death at any time. 6. "Coverage territory" means: Form SS 00 08 04 05 BUSINESS LIABILITY COVERAGE FORM a. The United Stales of America (including its territories and possessions), Puerto Rico and Canada; b. International waters or airspace, but only if the injury or damage occurs in the course of travel or transportation between any places included in a. above; c. All other parts of the world if the injury or damage arises out of: (1) Goods or products made or sold by you in the territory described in a. above; (2) The activities of a person whose home is in the territory described in a. above, but is away for a short time on your business; or (3) "Personal and advertising injury" offenses that take place through the Internet or similar electronic means of communication provided the insured's responsibility to pay damages is determined in the United States of America (including its territories and possessions), Puerto Rico or Canada, in a "suit" on the merits according to the substantive law In such territory, or in a settlement we agree to, 7. "Electronic data" means Information, facts or programs: a. Stored as or on; b. Created or used on; or c. Transmitted to or from computer software, including systems and applications software, hard or floppy disks, CD-ROMS, tapes, drives, cells, data processing devices or any other media which are used with electronically controlled equipment. 8. "Employee" includes a "leased worker. "Employee" Acres not 'include a "temporary worker. 9. "Executive officer" means a person holding any of the officer positions created by your charter, constitution, by-laws or any other similar governing document. 10. "Hostile fire" means one which becomes uncontrollable or breaks out from where it was intended to be. 11. "impaired property" means tangible property, other than "your product" or "your work", that cannot be used or is less useful because: a. It incorporates "your product" or "your work" that is known or thought to be defective, deficient, Inadequate or dangerous; or b. You have failed to fulfill the terms of a contractor agreement; if such property can be restored to use by: a. The repair, replacement, adjustment or removal of "your product" or "your work"; or b. Your fulfilling the terms of the contract or agreement. 12. "Insured contract" means: a, A contract for a lease of premises. However, that portion of the contract for a lease of premises that indemnifies any person or organization for damage by fire, lightning or explosion to premises while rented to you or temporarily occupied by you with permission of the owner is subject to the Damage To Premises Rented To You limit described in Section D. Liability and Medical Expenses Limits of Insurance. b. A sidetrack agreement; c. Any easement or license agreement, including an easement or license agreement In connection with construction or demolition operations on or within 50 feet of a railroad; d. Any obligation, as required by ordinance, to Indemnify a municipality, except in connection with work for a municipality; e. An elevator maintenance agreement; or f. That part of any other contract or agreement pertaining to your business (Including an indemnification of a municipality in connection with work performed for a municipality) under which you assume the tort liability of another party to pay for "bodily injury" or "property damage" to a third person or organization, provided the "bodily injury" or "property damage" is caused, in whole or In part, by you or by those acting on your behalf. Tort liability means a liability that would be. Imposed by law in the absence of any contract or agreement, Paragraph f. includes that part of any contract or agreement that indemnifies a railroad for "bodily Injury" or "property damage" arising out of construction or demolition operations within 50 feet of any railroad property and affecting any railroad bridge or trestle, tracks, road -beds, tunnel, underpass or crossing. However, Paragraph f. does not Include that part of any contract or agreement Form SS 00 08 04 05 Page 21 of 24 BUSINESS LIABILITY COVERAGE FORM (1) That indemnifies an architect, engineer or surveyor for injury or damage arising out of: (a) Preparing, approving or failing to prepare or approve maps, shop drawings, opinions, reports, surveys, field orders, change orders, designs or drawings and specifications; or (b) Giving directions or instructions, or failing to give them, if that is the primary cause of the injury or damage; or (2) Under which the insured, if an architect, engineer or surveyor; assumes liability for an injury or damage arising out of the insured's rendering or failure to render professional services, including those listed In (1) above and supervisory, inspection, 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 property: 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 "auto"; 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; a, Vehicles not described In a., b., c., or d. above that are not self-propelled and are maintained primarily to provide mobility to permanently attached equipment of the following types: (1) Air 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;. f. Vehicles not described in a., b., c., or d. above maintained primarily for purposes other than the transportation of persons or cargo. However, self-propelled vehicles with the following types of permanently attached equipment are not "mobile equipment" but will be considered "autos": (1) Equipment, of at least 1,000 pounds gross vehicle weight, designed primarily for: (a) Snow removal; (b) Road maintenance, but not construction or resurfacing; or (c) Street cleaning; (2) Cherry pickers and similar devices mounted on automobile or truck chassis and used to raise or lower workers; and (3) Air compressors, pumps and generators, including spraying, welding, building cleaning, 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; Page 22 of 24 Form SS 00 08 04 05 c. The wrongful ul eviction from, >� wrargfuI 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 electronicpublication o 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 ylolates a person's right of Prime f. Copying, in your "advertisement", a person's of organization's "advertising idea" or style of 'adverttsemenr 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 naturai 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. "Products -completed operations hazard"; a. Includes all *bodily Injury"' and "property damage" occurring away from premises you own or rent and. arising out of "your product" or 'your work" except: 41) Products that are still in your physical possession; or (2) Work that has notyet been completed or abandoned. However, "your work" will be deemed to be completed at the earliest of the following times: (a) When all of the work called for in your contract has been completed. (b) When all of the work to be done at the job site has been completed if your contract calls for work at more than one Job site. (c) When that part of the work done at a job site has been put to its intended use by any person or organization other than another contractor or subcontractor working on the same project. BUSINESS LIABILITY COVERAGE FORM Work that may need service, maintenance, Correction, repair or replacement, but which is otherwise complete, will be treated as completed. The "bodily injury" or "property damage" must occur away from premises you own or rent, unless your business includes the selling, handling or distribution of "your product" for consumption on premises you own or rent. b. Does not include "bodily injury" or *property damage" arising ng out of: (1) The transportation of property, unless the injury or damage arises out of a condition in or on a vehicle not owned or operated by you, and that condition was created by the "loading or unloading" of that vehicle by any insured; or (2) The existence of tools, uninatailed equipment or abandoned or unused materials. 20. "Property damage" means: a. Physical injury to tangible property, including all resulting loss of use of that property. All such loss of use shall be deemed to occur at the time of the physical injury that caused it; or b. Loss of use of tangible property that is not physically Injured. All such loss of use shall be deemed to occur at the time of "occurrence" that caused it. As used in this definition, "electronic data" is not tangible property, 21. "Suit" means a civil proceeding In which damages because of "bodily injury", "property damage" or "personal and advertising injury" to which this insurance applies are alleged. "Suit" includes: a. An' arbitration proceeding in which such damages are claimed and to which the insured must submit or does submit with our 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 short-term workload conditions. 23. "Volunteer worker" means a person who: a. is not your "employee"; Form SS 00 08 04 05 Page 23 of 24 BUSINESS LIABILITY COVERAGE FORM b. Donateshis her work; c. Acts at the direction of and within the scope of duties determined by you; and d. Is not paid a fee, salary or other compensation by you or anyone else for their work perftarmed for you. 24. "Your product": a. Means: (1) Any goods; orproducts,'other than real property, manufactured, sold, handled, distributed or disposed of by: (a) You; (b) Others trading under your name; Or (c) A person or organization whose business Or assets you have acquired; and 12} Containers (other than vehicles), materials, partsor equipment furnished in connection with such goodsor products. b. Includes: (1) Warranties or representations made at any time with respect to the fitness, quality, durability, performance or use of "your product"; and 24 (2) The providing of or failure to provide warnings or instructions. c. Does not include vending machines or other property rented to or located for the use of others but not sold. 25. "Your work": a. Means: (1) Work or operations performed by you 'or onyour behalf; and (2) 'Materials, parts or equipment furnished in connection with such work or operations. b. Includes; (1) Warranties or representations made at any time with respect to the fitness, quality, durability, performance or use of "your work"; and (2): The providing of or failure to provide warnings or instructions, Form SS 00 08 04 05 RESOLUTION NO. 2017 — 88 RESOLUTION OF THE CITY COUNCIL OF THE CITY OF NATIONAL CITY AUTHORIZING THE MAYOR TO EXECUTE A TWO-YEAR AGREEMENT WITH PROJECT PROFESSIONALS CORPORATION FOR A NOT -TO -EXCEED AMOUNT OF $2,000,000 TO PROVIDE ON -CALL PROJECT SUPPORT SERVICES FOR NATIONAL CITY'S CAPITAL IMPROVEMENT PROGRAM, INCLUDING, BUT NOT LIMITED TO, PROJECT MANAGEMENT; ENGINEERING; CONSTRUCTION MANAGEMENT, INSPECTIONS AND CERTIFIED PAYROLL; PLAN REVIEWS; CONSTRUCTABILITY REVIEWS; COMMUNITY OUTREACH AND COMMUNICATIONS; AND LEGAL SUPPORT FOR PUBLIC WORKS CONTRACTS AND/OR DISPUTES; AND AUTHORIZING THE CITY MANAGER TO EXECUTE ANY PROJECT -SPECIFIC SUPPLEMENTAL AGREEMENTS, AS MAY BE REQUIRED FOR GRANT FUNDED PROJECTS WHEREAS, the Engineering Department issued Requests for Proposals to professional firms to provide on -call project support services for National City's Capital Improvement Program ("CIP"), including, but not limited to, project management, engineering, contract management, construction management and inspections, certified payroll, plan reviews, constructability reviews, community outreach and communications, and legal support for public works contracts and/or disputes; and WHEREAS, 51 responses to the Requests for Proposals were received and reviewed, taking into consideration, among other things, past performance history, knowledge of the environment, the type of services offered, and the cost to the City; and WHEREAS, staff recommends Project Professionals Corporation for a not -to - exceed amount of $2,000,000 to provide on -call project support services for National City's CIP, including, but not limited to, project management; engineering; construction management, inspections and certified payroll; plan reviews; constructability reviews; community outreach and communications; and legal support for public works contracts and/or disputes.; and WHEREAS, the City has determined that Project Professionals Corporation is qualified by experience and ability to perform the services desired by the City, Project Professionals Corporation is willing to perform such services for the not to exceed amount of $2,000,000 from June 6, 2017 through June 5, 2019. NOW, THEREFORE, BE IT RESOLVED that the City Council hereby approves the selection of Project Professionals Corporation, and authorizes the Mayor to execute an Agreement with Project Professionals Corporation in the not to exceed amount of $2,000, to provide on -call project support services for National City's CIP, including, but not limited to, project management; engineering; construction management, inspections and certified payroll; plan reviews; constructability reviews; community outreach and communications; and legal support for public works contracts and/or disputes. Said Agreement is on file in the office of the City Clerk. BE IT FURTHER RESOLVED that the City Council hereby authorizes the City Manager to execute any project -specific supplemental agreements as may be required for grant funded projects. [Signature Page to Follow] Resolution No. 2017 — 88 Page Two PASSED and ADOPTED this 6th day of June, 2017 ATTEST: se Mic ael R. Dalla, •% y Clerk APPROVED AS TO FORM: y f orris -Jones City Attorney Ron Morrison, Mayor Passed and adopted by the Council of the City of National City, California, on June 6, 2017 by the following vote, to -wit: Ayes: Councilmembers Mendivil, Morrison, Rios, Sotelo-Solis. Nays: None. Absent: None. Abstain: Cano. AUTHENTICATED BY: RON MORRISON Mayor of the City of National City, California ,(...t.411// CI rk of the City of ation City al City, California By: Deputy I HEREBY CERTIFY that the above and foregoing is a full, true and correct copy of RESOLUTION NO. 2017-88 of the City of National City, California, passed and adopted by the Council of said City on June 6, 2017. City Clerk of the City of National City, California By: Deputy . CITY. OF NATIONAL CITY, CALIFORNIA COUNCIL AGENDA STATEMENT MEETING DATE: June 6, 2017 AGENDA ITEM NO. 26 ITEM TITLE: Resolution of the City Council of the City of National City, 1) authorizing the Mayor to execute a two-year Agreement with Project Professionals Corporation for a not -to -exceed amount of $2,000,000 to provide on -call project support services for National City's Capital Improvement Program (CIP), including, but not limited to, project management; engineering; construction management, inspections and certified payroll; plan reviews; constructability reviews; community outreach and communications; and legal support for public works contracts and/or disputes; and 2) authorizing the City Manager to execute any project -specific supplemental agreements, as may be required for grant funded projects. PREPARED BY: Stephen Manganiello PHONE: 619-336-4382 EXPLANATION: See attached. DEPARTMENT: Engineering/Public Works APPROVED BY: Sc,A\-\1 •y FoF�M o�‘GINA\'- ENG- ‘ oR\G\-NAv - MAwv;) TO COv\-CY, AGE oq, 06hq/19 FINANCIAL STATEMENT: ACCOUNT NO. APPROVED: APPROVED: Finance MIS Funds are appropriated in various CIP accounts for FY 2017; funding for subsequent fiscal years is dependent on future CIP appropriations as part of annual budget and/or future grant awards. ENVIRONMENTAL REVIEW: N/A ORDINANCE: INTRODUCTION: FINAL ADOPTION: STAFF RECOMMENDATION: Adopt Resolution executing an Agreement with Project Professionals Corporation for a not -to -exceed amount of $2,000,000 to provide on -call project support services for National City's CIP. BOARD / COMMISSION RECOMMENDATION: N/A ATTACHMENTS: 1. Explanation 2. Agreement 3. Resolution 9,vdscA,1/4)10N N0. 'a0-`b� Explanation: National City's Capital Improvement Program (CIP) estimates approximately $80 million in capital needs over the next five years. Approximately $67 million (or 84%) is available through traditional funding sources and existing grant awards. The City will need to explore alternative funding options and continue to aggressively pursue competitive grant opportunities to fund the remaining, approximately $13 million in capital needs. Projects include, for example, corridor enhancements for traffic calming, pedestrian / bicycle safety (including Americans with Disabilities Act compliance) and smart growth redevelopment; road diets and complete streets; safe routes to school; traffic signal modifications; new street lights; sewer replacement and upsizing; storm drain improvements and implementation of Low -Impact Development (LID) measures for treatment of urban storm water runoff; drought tolerant landscaping; park amenities; and energy efficiency upgrades to City -owned buildings. In order to successfully design, manage and construct these projects, the Engineering & Public Works Department advertised a Request for Qualifications (RFQ) for various engineering, architectural and construction support services on February 2, 2017. Additional services requested via the RFQ include, for example, plan and map reviews, preparation of plat and legal descriptions, sewer system management and financial administration, and environmental compliance involving storm water, wastewater and hazardous materials. The RFQ was advertised on the City's website, published in the San Diego Union Tribune, and e-mailed to over 100 professional consulting firms. The Department received 51 Statement of Qualifications (SOQs) from various firms by the March 6, 2017 deadline. Copies of the SOQs received are available in the Office of the City Engineer. Based on the strength of their SOQ, interview and past performance, staff recommends executing a two-year Agreement (with the option to extend for one additional year) with Project Professionals Corporation for a not -to -exceed amount of $2,000,000 to provide on -call project support services for National City's CIP, including, but not limited to, project management; engineering; construction management, inspections and certified payroll; plan reviews; constructability reviews; community outreach and communications; and legal support for public works contracts and/or disputes. See Exhibit "A" for general scope of work and Exhibit "B" for schedule of fees (to remain fixed throughout the term of the Agreement). Services will be provided "as -needed" based on available funding and capital priorities. In addition, staff recommends authorizing the City Manager to execute any project - specific supplemental agreements, as may be required for grant funded projects. These supplemental agreements would reference the terms and conditions of the attached master on -call Agreement, while incorporating additional project -specific grant requirements for use of consultant support services. Authorization to accept and appropriate grant funds, and execute grant agreements with the awarding agency (e.g. Caltrans, SANDAG, etc.) would still require separate City Council action. AGREEMENT BY AND BETWEEN THE CITY OF NATIONAL CITY AND PROJECT PROFESSIONALS CORPORATION THIS AGREEMENT is entered into on this 6th day of June, 2017, by and between the CITY OF NATIONAL CITY, a municipal corporation (the "CITY"), and PROJECT PROFESSIONALS CORPORATION, a corporation (the "CONSULTANT"). RECITALS WHEREAS, the CITY desires to employ a CONSULTANT to provide on -call project support services for National City's Capital Improvement Program (CIP). WHEREAS, on February 2, 2017, the Engineering & Public Works Department advertised a Request for Qualifications (RFQ) for on -call project support services for National City's CIP; WHEREAS, on March 6, 2017, the CONSULTANT submitted a Statement of Qualifications (SOQ) in response to the RFQ, consistent with the requirements of the RFQ; WHEREAS, the CITY has determined that the CONSULTANT is an engineering and construction management firm; and WHEREAS, based on evaluation of the CONSULTANT'S SOQ and interview, the CITY has determined that the CONSULTANT is qualified by experience and ability to perform the services desired by the CITY, and the CONSULTANT is willing to perform such services. NOW, THEREFORE, THE PARTIES HERETO DO MUTUALLY AGREE AS FOLLOWS: 1. ENGAGEMENT OF CONSULTANT. The CITY agrees to engage the CONSULTANT to provide on -call project support services for National City's Capital Improvement Program (CIP), and the CONSULTANT agrees to perform the services set forth here in accordance with all terms and conditions contained herein. The CONSULTANT represents that all services shall be performed directly by the CONSULTANT or under direct supervision of the CONSULTANT. 2. EFFECTIVE DATE AND LENGTH OF AGREEMENT. This Agreement will become effective on June 6, 2017. The duration of this Agreement is for the period of June 6, 2017 through June 5, 2019. This Agreement may be extended by mutual agreement upon the same terms and conditions for an additional one (1) year term. Any extension of this Agreement must be approved in writing by the City Council. -1- 3. SCOPE OF SERVICES. The CONSULTANT will perform services as set forth in the attached Exhibit "A", including, but not limited to, project management; engineering; construction management, inspections and certified payroll; plan reviews; constructability reviews; community outreach and communications; and legal support for public works contracts and/or disputes. The CONSULTANT will be expected to submit proposals for individual task orders in a timely manner, consistent with the general scope of services in Exhibit "A". Task order proposals shall include a detailed scope of work, schedule of deliverables and "not -to - exceed" cost estimate. The Project Coordinator will issue a Notice to Proceed upon approval of each individual task order. After issuance of a Notice to Proceed for each individual task order, the CONSULTANT will only receive compensation for actual work performed, on a time and materials basis, consistent with the detailed scope of work and within the limits of the "not -to - exceed" cost estimate. The CONSULTANT shall be responsible for all research and reviews related to the work and shall not rely on personnel of the CITY for such services, except as authorized in advance by the CITY. The CITY may unilaterally, or upon request from the CONSULTANT, from time to time reduce or increase the Scope of Services to be performed by the CONSULTANT under this Agreement. Upon doing so, the CITY and the CONSULTANT agree to meet in good faith and confer for the purpose of negotiating a corresponding reduction or increase in the compensation associated with said change in services. 4. PROJECT COORDINATION AND SUPERVISION. Stephen Manganiello, Director of Public Works/City Engineer, hereby is designated as the Project Coordinator for the CITY and will monitor the progress and execution of this Agreement. The CONSULTANT shall assign a single Project Director to provide supervision and have overall responsibility for the progress and execution of this Agreement for the CONSULTANT. Byron S. Wade, President/CEO, thereby is designated as the Project Director for the CONSULTANT. 5. COMPENSATION AND PAYMENT. The compensation for the CONSULTANT shall be based on monthly billings covering actual work performed. Billings shall include labor classifications, respective rates, hours worked and also materials, if any. The total cost for all work described in Exhibit "A" shall not exceed $2,000,000. The compensation for the CONSULTANT'S work shall not exceed the rates set forth in Exhibit "B". The CITY will not accept CONSULTANT "mark-ups" for services provided by SUBCONSULTANTS. Monthly invoices will be processed for payment and remitted within thirty (30) days from receipt of invoice, provided that work is accomplished consistent with the general scope of services in Exhibit "A", and the detailed scope of work and schedule of deliverables provided for individual task orders, as determined by the Project Coordinator. The CONSULTANT shall maintain all books, documents, papers, employee time sheets, accounting records, and other evidence pertaining to costs incurred, and shall make such materials available at its office at all reasonable times during the term of this Agreement and for three (3) years from the date of final payment under this Agreement, for inspection by the CITY, and for furnishing of copies to the CITY, if requested. Standard Agreement Page 2 of 11 City of National City and Revised May 2017 Project Professionals Corp -2- 6. ACCEPTABILITY OF WORK. The CITY shall decide any and all questions which may arise as to the quality or acceptability of the services performed and the manner of performance, the acceptable completion of this Agreement, and the amount of compensation due. In the event the CONSULTANT and the CITY cannot agree to the quality or acceptability of the work, the manner of performance and/or the compensation payable to the CONSULTANT in this Agreement, the CITY or the CONSULTANT shall give to the other written notice. Within ten (10) business days, the CONSULTANT and the CITY shall each prepare a report which supports their position and file the same with the other party. The CITY shall, with reasonable diligence, determine the quality or acceptability of the work, the manner of performance and/or the compensation payable to the CONSULTANT. 7. DISPOSITION AND OWNERSHIP OF DOCUMENTS. The Memoranda, Reports, Maps, Drawings, Plans, Specifications, and other documents prepared by the CONSULTANT for this project, whether paper or electronic, shall become the property of the CITY for use with respect to this project, and shall be turned over to the CITY upon completion of the project, or any phase thereof, as contemplated by this Agreement. Contemporaneously with the transfer of documents, the CONSULTANT hereby assigns to the CITY, and CONSULTANT thereby expressly waives and disclaims any copyright in, and the right to reproduce, all written material, drawings, plans, specifications, or other work prepared under this Agreement, except upon the CITY'S prior authorization regarding reproduction, which authorization shall not be unreasonably withheld. The CONSULTANT shall, upon request of the CITY, execute any further document(s) necessary to further effectuate this waiver and disclaimer. The CONSULTANT agrees that the CITY may use, reuse, alter, reproduce, modify, assign, transfer, or in any other way, medium, or method utilize the CONSULTANT'S written work product for the CITY'S purposes, and the CONSULTANT expressly waives and disclaims any residual rights granted to it by Civil Code Sections 980 through 989 relating to intellectual property and artistic works. Any modification or reuse by the CITY of documents, drawings, or specifications prepared by the CONSULTANT shall relieve the CONSULTANT from liability under Section 14, but only with respect to the effect of the modification or reuse by the CITY, or for any liability to the CITY should the documents be used by the CITY for some project other than what was expressly agreed upon within the Scope of Services of this project, unless otherwise mutually agreed. 8. INDEPENDENT CONTRACTOR. Both parties hereto in the performance of this Agreement will be acting in an independent capacity and not as agents, employees, partners, or joint venturers with one another. Neither the CONSULTANT nor the CONSULTANT'S employees are employees of the CITY, and are not entitled to any of the rights, benefits, or privileges of the CITY'S employees, including but not limited to retirement, medical, unemploy- ment, or workers' compensation insurance. This Agreement contemplates the personal services of the CONSULTANT and the CONSULTANT'S employees, and it is recognized by the parties that a substantial inducement to the CITY for entering into this Agreement was, and is, the professional reputation and competence of the CONSULTANT and its employees. Neither this Agreement nor any interest herein may be assigned by the CONSULTANT without the prior written consent of the Standard Agreement Page 3 of 11 City of National City and Revised May 2017 Project Professionals Corp -3- CITY. Nothing herein contained is intended to prevent the CONSULTANT from employing or hiring as many employees, or SUBCONSULTANTS, as the CONSULTANT may deem necessary for the proper and efficient performance of this Agreement. All agreements by CONSULTANT with its SUBCONSULTANT(S) shall require the SUBCONSULTANT(S) to adhere to the applicable terms of this Agreement. 9. CONTROL. Neither the CITY nor its officers, agents, or employees shall have any control over the conduct of the CONSULTANT or any of the CONSULTANT'S employees, except as herein set forth, and the CONSULTANT or the CONSULTANT'S agents, servants, or employees are not in any manner agents, servants, or employees of the CITY, it being understood that the CONSULTANT its agents, servants, and employees are as to the CITY wholly independent CONSULTANT, and that the CONSULTANT'S obligations to the CITY are solely such as are prescribed by this Agreement. 10. COMPLIANCE WITH APPLICABLE LAW. The CONSULTANT, in the performance of the services to be provided herein, shall comply with all applicable state and federal statutes and regulations, and all applicable ordinances, rules, and regulations of the City of National City, whether now in force or subsequently enacted. The CONSULTANT and each of its SUBCONSULTANT(S), shall obtain and maintain a current City of National City business license prior to and during performance of any work pursuant to this Agreement. 11. LICENSES, PERMITS, ETC. The CONSULTANT represents and covenants that it has all licenses, permits, qualifications, and approvals of whatever nature that are legally required to practice its profession. The CONSULTANT represents and covenants that the CONSULTANT shall, at its sole cost and expense, keep in effect at all times during the term of this Agreement, any license, permit, or approval which is legally required for the CONSULTANT to practice its profession. 12. STANDARD OF CARE. A. The CONSULTANT, in performing any services under this Agreement, shall perform in a manner consistent with that level of care and skill ordinarily exercised by members of the CONSULTANT'S trade or profession currently practicing under similar conditions and in similar locations. The CONSULTANT shall take all special precautions necessary to protect the CONSULTANT'S employees and members of the public from risk of harm arising out of the nature of the work and/or the conditions of the work site. B. Unless disclosed in writing prior to the date of this Agreement, the CONSULTANT warrants to the CITY that it is not now, nor has it for the five (5) years preceding, been debarred by a governmental agency or involved in debarment, arbitration or litigation proceedings concerning the CONSULTANT'S professional performance or the furnishing of materials or services relating thereto. C. The CONSULTANT is responsible for identifying any unique products, treatments, processes or materials whose availability is critical to the success of the project the CONSULTANT has been retained to perform, within the time requirements of the CITY, or, when no time is specified, then within a commercially reasonable time. Accordingly, unless the CONSULTANT has notified the CITY otherwise, the CONSULTANT warrants that all products, materials, processes or treatments identified in the project documents prepared for the CITY are reasonably commercially available. Any failure by the CONSULTANT to use due Standard Agreement Page 4 of 11 City of National City and Revised May 2017 Project Professionals Corp -4- diligence under this sub -section will render the CONSULTANT liable to the CITY for any increased costs that result from the CITY'S later inability to obtain the specified items or any reasonable substitute within a price range that allows for project completion in the time frame specified or, when not specified, then within a commercially reasonable time. 13. NON-DISCRIMINATION PROVISIONS. The CONSULTANT shall not discriminate against any employee or applicant for employment because of age, race, color, ancestry, religion, sex, sexual orientation, marital status, national origin, physical handicap, or medical condition. The CONSULTANT will take positive action to insure that applicants are employed without regard to their age, race, color, ancestry, religion, sex, sexual orientation, marital status, national origin, physical handicap, or medical condition. Such action shall include but not be limited to the following: employment, upgrading, demotion, transfer, recruitment or recruitment advertising, layoff or termination, rates of pay or other forms of compensation, and selection for training, including apprenticeship. The CONSULTANT agrees to post in conspicuous places available to employees and applicants for employment any notices provided by the CITY setting forth the provisions of this non-discrimination clause. 14. CONFIDENTIAL INFORMATION. The CITY may from time to time communicate to the CONSULTANT certain confidential information to enable the CONSULTANT to effectively perform the services to be provided herein. The CONSULTANT shall treat all such information as confidential and shall not disclose any part thereof without the prior written consent of the CITY. The CONSULTANT shall limit the use and circulation of such information, even within its own organization, to the extent necessary to perform the services to be provided herein. The foregoing obligation of this Section 14, however, shall not apply to any part of the information that (i) has been disclosed in publicly available sources of information; (ii) is, through no fault of the CONSULTANT, hereafter disclosed in publicly available sources of information; (iii) is already in the possession of the CONSULTANT without any obligation of confidentiality; or (iv) has been or is hereafter rightfully disclosed to the CONSULTANT by a third party, but only to the extent that the use or disclosure thereof has been or is rightfully authorized by that third party. The CONSULTANT shall not disclose any reports, recommendations, conclusions or other results of the services or the existence of the subject matter of this Agreement without the prior written consent of the CITY. In its performance hereunder, the CONSULTANT shall comply with all legal obligations it may now or hereafter have respecting the information or other property of any other person, firm or corporation. CONSULTANT shall be liable to CITY for any damages caused by breach of this condition, pursuant to the provisions of Section 15. 15. INDEMNIFICATION AND HOLD HARMLESS. The CONSULTANT agrees to defend, indemnify, and hold harmless the City of National City, its officers, officials, agents, employees, and volunteers against and from any and all liability, loss, damages to property, injuries to, or death of any person or persons, and all claims, demands, suits, actions, proceedings, reasonable attorneys' fees, and defense costs, of any kind or nature, including workers' compensation claims, of or by anyone whomsoever, resulting from or arising out of the CONSULTANT'S negligent performance of this Agreement. CITY will cooperate reasonably in Standard Agreement Page 5 of 11 City of National City and Revised May 2017 Project Professionals Corp -5- the defense of any action, and CONSULTANT shall employ competent counsel, reasonably acceptable to the City Attorney. The indemnity, defense and hold harmless obligations contained herein shall survive the termination of this Agreement for any alleged or actual omission, act, or negligence under this Agreement that occurred during the term of this Agreement. 16. WORKERS' COMPENSATION. The CONSULTANT shall comply with all of the provisions of the Workers' Compensation Insurance and Safety Acts of the State of California, the applicable provisions of Division 4 and 5 of the California Labor Code and all amendments thereto; and all similar State or federal acts or laws applicable; and shall indemnify, and hold harmless the CITY and its officers, employees, and volunteers from and against all claims, demands, payments, suits, actions, proceedings, and judgments of every nature and description, including reasonable attorney's fees and defense costs presented, brought or recovered against the CITY or its officers, employees, or volunteers, for or on account of any liability under any of said acts which may be incurred by reason of any work to be performed by the CONSULTANT under this Agreement. 17. INSURANCE. The CONSULTANT, at its sole cost and expense, shall purchase and maintain, and shall require its SUBCONSULTANT(S), when applicable, to purchase and maintain throughout the term of this Agreement, the following insurance policies: A. ® If checked, Professional Liability Insurance (errors and omissions) with minimum limits of $1,000,000 per occurrence. B. Automobile Insurance covering all bodily injury and property damage incurred during the performance of this Agreement, with a minimum coverage of $1,000,000 combined single limit per accident. Such automobile insurance shall include owned, non -owned, and hired vehicles ("any auto"). The policy shall name the CITY and its officers, agents, employees, and volunteers as additional insureds, and a separate additional insured endorsement shall be provided. C. Commercial General Liability Insurance, with minimum limits of either $2,000,000 per occurrence and $4,000,000 aggregate, or $1,000,000 per occurrence and $2,000,000 aggregate with a $2,000,000 umbrella policy, covering all bodily injury and property damage arising out of its operations, work, or performance under this Agreement. The policy shall name the CITY and its officers, agents, employees, and volunteers as additional insureds, and a separate additional insured endorsement shall be provided. The general aggregate limit must apply solely to this "project" or "location". The "project" or "location" should be noted with specificity on an endorsement that shall be incorporated into the policy. D. Workers' Compensation Insurance in an amount sufficient to meet statutory requirements covering all of CONSULTANT'S employees and employers' liability insurance with limits of at least $1,000,000 per accident. In addition, the policy shall be endorsed with a waiver of subrogation in favor of the CITY. Said endorsement shall be provided prior to commencement of work under this Agreement. If CONSULTANT has no employees subject to the California Workers' Compensation and Labor laws, CONSULTANT shall execute a Declaration to that effect. Said Declaration shall be provided to CONSULTANT by CITY. E. The aforesaid policies shall constitute primary insurance as to the CITY, its officers, officials, employees, and volunteers, so that any other policies held by the CITY Standard Agreement Page 6 of 11 City of National City and Revised May 2017 Project Professionals Corp -6- shall not contribute to any loss under said insurance. Said policies shall provide for thirty (30) days prior written notice to the CITY's Risk Manager, at the address listed in subsection G below, of cancellation or material change. F. If required insurance coverage is provided on a "claims made" rather than "occurrence" form, the CONSULTANT shall maintain such insurance coverage for three years after expiration of the term (and any extensions) of this Agreement. In addition, the "retro" date must be on or before the date of this Agreement. G. The Certificate Holder for all policies of insurance required by this Section shall be "City of National City, c/o Risk Manager, 1243 National City Boulevard, National City, CA 91950-4397. H. Insurance shall be written with only insurers authorized to conduct business in California that hold a current policy holder's alphabetic and financial size category rating of not less than A:VII according to the current Best's Key Rating Guide, or a company of equal financial stability that is approved by the CITY'S Risk Manager. In the event coverage is provided by non -admitted "surplus lines" carriers, they must be included on the most recent California List of Eligible Surplus Lines Insurers (LESLI list) and otherwise meet rating requirements. I. This Agreement shall not take effect until certificate(s) or other sufficient proof that these insurance provisions have been complied with, are filed with and approved by the CITY'S Risk Manager. If the CONSULTANT does not keep all of such insurance policies in full force and effect at all times during the terms of this Agreement, the CITY may elect to treat the failure to maintain the requisite insurance as a breach of this Agreement and terminate the Agreement as provided herein. J. All deductibles and self -insured retentions in excess of $10,000 must be disclosed to and approved by the CITY. K. If the CONSULTANT maintains broader coverage or higher limits (or both) than the minimum limits shown above, the CITY requires and shall be entitled to the broader coverage or higher limits (or both) maintained by the CONSULTANT. Any available insurance proceeds in excess of the specified minimum limits of insurance and coverage shall be available to the CITY. 18. LEGAL FEES. If any party brings a suit or action against the other party arising from any breach of any of the covenants or agreements or any inaccuracies in any of the representations and warranties on the part of the other party arising out of this Agreement, then in that event, the prevailing party in such action or dispute, whether by final judgment or out -of - court settlement, shall be entitled to have and recover of and from the other party all costs and expenses of suit, including attorneys' fees. For purposes of determining who is to be considered the prevailing party, it is stipulated that attorney's fees incurred in the prosecution or defense of the action or suit shall not be considered in determining the amount of the judgment or award. Attorney's fees to the prevailing party if other than the CITY shall, in addition, be limited to the amount of attorney's fees incurred by the CITY in its prosecution or defense of the action, irrespective of the actual amount of attorney's fees incurred by the prevailing party. 19. TERMINATION. Standard Agreement Page 7 of 11 City of National City and Revised May 2017 Project Professionals Corp -7- A. This Agreement may be terminated with or without cause by the CITY. Termination without cause shall be effective only upon 60-day's written notice to the CONSULTANT. During said 60-day period the CONSULTANT shall perform all services in accordance with this Agreement. B. This Agreement may also be terminated immediately by the CITY for cause in the event of a material breach of this Agreement, misrepresentation by the CONSULTANT in connection with the formation of this Agreement or the performance of services, or the failure to perform services as directed by the CITY. C. Termination with or without cause shall be effected by delivery of written Notice of Termination to the CONSULTANT as provided for herein. D. In the event of termination, all finished or unfinished Memoranda Reports, Maps, Drawings, Plans, Specifications and other documents prepared by the CONSULTANT, whether paper or electronic, shall immediately become the property of and be delivered to the CITY, and the CONSULTANT shall be entitled to receive just and equitable compensation for any work satisfactorily completed on such documents and other materials up to the effective date of the Notice of Termination, not to exceed the amounts payable hereunder, and less any damages caused the CITY by the CONSULTANT'S breach, if any. Thereafter, ownership of said written material shall vest in the CITY all rights set forth in Section 7. E. The CITY further reserves the right to immediately terminate this Agreement upon: (1) the filing of a petition in bankruptcy affecting the CONSULTANT; (2) a reorganization of the CONSULTANT for the benefit of creditors; or (3) a business reorganization, change in business name or change in business status of the CONSULTANT. 20. NOTICES. All notices or other communications required or permitted hereunder shall be in writing, and shall be personally delivered; or sent by overnight mail (Federal Express or the like); or sent by registered or certified mail, postage prepaid, return receipt requested; or sent by ordinary mail, postage prepaid; or telegraphed or cabled; or delivered or sent by telex, telecopy, facsimile or fax; and shall be deemed received upon the earlier of (i) if personally delivered, the date of delivery to the address of the person to receive such notice, (ii) if sent by overnight mail, the business day following its deposit in such overnight mail facility, (iii) if mailed by registered, certified or ordinary mail, five (5) days (ten (10) days if the address is outside the State of California) after the date of deposit in a post office, mailbox, mail chute, or other like facility regularly maintained by the United States Postal Service, (iv) if given by telegraph or cable, when delivered to the telegraph company with charges prepaid, or (v) if given by telex, telecopy, facsimile or fax, when sent. Any notice, request, demand, direction or other communication delivered or sent as specified above shall be directed to the following persons: To CITY: Stephen Manganiello Director of Public Works/City Engineer Engineering & Public Works Department City of National City 1243 National City Boulevard National City, CA 91950-4397 Standard Agreement Page 8 of 11 City of National City and Revised May 2017 Project Professionals Corp -8- To CONSULTANT: Byron S. Wade President/CEO Project Professionals Corporation 4499 Ruffin Road, Suite 250 San Diego, CA 92123 Notice of change of address shall be given by written notice in the manner specified in this Section. Rejection or other refusal to accept or the inability to deliver because of changed address of which no notice was given shall be deemed to constitute receipt of the notice, demand, request or communication sent. Any notice, request, demand, direction or other communication sent by cable, telex, telecopy, facsimile or fax must be confirmed within forty- eight (48) hours by letter mailed or delivered as specified in this Section. 21. CONFLICT OF INTEREST AND POLITICAL REFORM ACT OBLIGATIONS. During the term of this Agreement, the CONSULTANT shall not perform services of any kind for any person or entity whose interests conflict in any way with those of the City of National City. The CONSULTANT also agrees not to specify any product, treatment, process or material for the project in which the CONSULTANT has a material financial interest, either direct or indirect, without first notifying the CITY of that fact. The CONSULTANT shall at all times comply with the terms of the Political Reform Act and the National City Conflict of Interest Code. The CONSULTANT shall immediately disqualify itself and shall not use its official position to influence in any way any matter coming before the CITY in which the CONSULTANT has a financial interest as defined in Government Code Section 87103. The CONSULTANT represents that it has no knowledge of any financial interests that would require it to disqualify itself from any matter on which it might perform services for the CITY. ❑ If checked, the CONSULTANT shall comply with all of the reporting requirements of the Political Reform Act and the National City Conflict of Interest Code. Specifically, the CONSULTANT shall file a Statement of Economic Interests with the City Clerk of the City of National City in a timely manner on forms which the CONSULTANT shall obtain from the City Clerk. The CONSULTANT shall be strictly liable to the CITY for all damages, costs or expenses the CITY may suffer by virtue of any violation of this Section 21 by the CONSULTANT. 22. PREVAILING WAGES. State prevailing wage rates may apply to work performed under this Agreement. State prevailing wages rates apply to all public works contracts as set forth in California Labor Code, including but not limited to, Sections 1720,1720.2, 1720.3, 1720.4, and 1771. Consultant is solely responsible to determine if State prevailing wage rates apply and, if applicable, pay such rates in accordance with all laws, ordinances, rules, and regulations. 23. MISCELLANEOUS PROVISIONS. A. Computation of Time Periods. If any date or time period provided for in this Agreement is or ends on a Saturday, Sunday or federal, state or legal holiday, then such date Standard Agreement Page 9 of 11 City of National City and Revised May 2017 Project Professionals Corp -9- shall automatically be extended until 5:00 p.m. Pacific Time of the next day which is not a Saturday, Sunday or federal, state, or legal holiday. B. Counterparts. This Agreement may be executed in multiple counterparts, each of which shall be deemed an original, but all of which, together, shall constitute but one and the same instrument. C. Captions. Any captions to, or headings of, the sections or subsections of this Agreement are solely for the convenience of the parties hereto, are not a part of this Agreement, and shall not be used for the interpretation or determination of the validity of this Agreement or any provision hereof. D. No Obligations to Third Parties. Except as otherwise expressly provided herein, the execution and delivery of this Agreement shall not be deemed to confer any rights upon, or obligate any of the parties hereto, to any person or entity other than the parties hereto. E. Exhibits and Schedules. The Exhibits and Schedules attached hereto are hereby incorporated herein by this reference for all purposes. To the extent any exhibits, schedules, or provisions thereof conflict or are inconsistent with the terms and conditions contained in this Agreement, the terms and conditions of this Agreement shall control. F. Amendment to this Agreement. The terms of this Agreement may not be modified or amended except by an instrument in writing executed by each of the parties hereto. G. Waiver. The waiver or failure to enforce any provision of this Agreement shall not operate as a waiver of any future breach of any such provision or any other provision hereof. H. Applicable Law. This Agreement shall be governed by and construed in accordance with the laws of the State of California. I. Audit. If this Agreement exceeds ten -thousand dollars ($10,000), the parties shall be subject to the examination and audit of the State Auditor for a period of three (3) years after final payment under the Agreement, per Government Code Section 8546.7. J. Entire Agreement. This Agreement supersedes any prior agreements, negotiations and communications, oral or written, and contains the entire agreement between the parties as to the subject matter hereof. No subsequent agreement, representation, or promise made by either party hereto, or by or to an employee, officer, agent or representative of any party hereto shall be of any effect unless it is in writing and executed by the party to be bound thereby. K. Successors and Assigns. This Agreement shall be binding upon and shall inure to the benefit of the successors and assigns of the parties hereto. L. Subcontractors or Subconsultants. The CITY is engaging the services of the CONSULTANT identified in this Agreement. The CONSULTANT shall not subcontract any portion of the work, unless such subcontracting was part of the original proposal or is allowed by the CITY in writing. In the event any portion of the work under this Agreement is subcontracted, the subconsultant(s) shall be required to comply with and agree to, for the benefit of and in favor of the CITY, both the insurance provisions in Section 17 and the indemnification and hold harmless provision of Section 15 of this Agreement. M. Construction. The parties acknowledge and agree that (i) each party is of equal bargaining strength, (ii) each party has actively participated in the drafting, preparation and negotiation of this Agreement, (iii) each such party has consulted with or has had the opportunity to consult with its own, independent counsel and such other professional advisors as such party has deemed appropriate, relative to any and all matters contemplated under this Agreement, (iv) each party and such party's counsel and advisors have reviewed this Agreement, (v) each party Standard Agreement Page 10 of 11 City of National City and Revised May 2017 Project Professionals Corp -10- has agreed to enter into this Agreement following such review and the rendering of such advice, and (vi) any rule or construction to the effect that ambiguities are to be resolved against the drafting party shall not apply in the interpretation of this Agreement, or any portions hereof, or any amendments hereto. IN WITNESS WHEREOF, the parties hereto have executed this Agreement on the date and year first above written. CITY OF NATIONAL CITY PROJECT PROFESSIONALS CORPORATION By: Ron Morrison, Mayor APPROVED AS TO FORM: Angil P. Morris -Jones City Attorney By: Roberto M. Contreras Deputy City Attorney By. President/CEO Leanne Wade, CFO Standard Agreement Page 11 of 11 City of National City and Revised May 2017 Project Professionals Corp -11- PROJECT PROFESSIONALS CORPORATION March 6, 2017 Stephen Manganiello Director of Public Works/City Engineer City of National City Department of Engineering & Public Works 1243 National City Blvd. National City, CA 91950 EXHIBIT "A" RE: Request for Qualifications (RFQ) for On -Call Project Support Services for National City's Capital Improvements Program (CIP) Dear Mr. Manganiello, Please accept this Statement of Qualifications in response to your Request for Qualifications for on -call support services for National City's Capital Improvement Program. At PPC, we take pride in our continued service to all of our clients and especially our most valued client, the City of National City. To keep all of our clients for as long as we have shows are continued dedication to superior service and attention to detail. We continually evolve with the industry and current law to provide our clients leading edge service and deliverables. Headquartered in San Diego, Project Professionals Corporation is a local engineering and project/construction management firm with staff members that built an over 30-year track record of delivering successful capital improvements projects. Our highly experienced project and construction managers, engineers, inspectors and administrators will work collaboratively with your team, and the appropriate community stakeholders to ensure the successful completion of your projects. Although PPC is growing into firm with even greater capabilities, National City staff will always have direct access to our firm's leadership, while also providing a responsive and agile team that can manage large projects and react quickly to changing project dynamics. PPC is currently developing a design division that will provide the best quality services from experienced staff with proven successful track records in right-of-way project design. PPC's unique experience and project management approach combine a strong legal background based in contract law, decades of experience and thoughtful value engineering to successfully manage capital improvement projects. PPC submits this Statement of Qualifications for the following disciplines and general services: Disciplines 1. Civil Engineering 2. Construction Management & Inspections (including Certified Payroll) 3. Legal 4499 RUFFIN ROAD, SUITE 250 PROJECTPROFESSIONALSCORP.COM SAN DIEGO, CALIFORNIA 92123 TELEPHONE 858.634.8180 FACSIMILE 858.634.8184 -12- Project Professionals Corporation Page 2 of 2 General Services 1. Planning & Design 2. Community Outreach 3. Engineering & Project Management 4. Grants Management 5. Capital Needs Assessment & Asset Management 6. Program Development, Training & Management As President/CEO of PPC, I have personally built my reputation over the last 30 years as "the guy that gets projects built." Often tasked with the most difficult projects, PPC always find ways to make a project successful. I am a California licensed and practicing attorney specializing in construction contract drafting, dispute resolution and litigation. For over 20 years, I brought these skills and knowledge to bear for the benefit of my clients and continue to do so at PPC. We are thankful to National City for the trust it has placed with us over the years to represent the City and to deliver its projects. I personally feel a great sense of loyalty to National City and strongly wish to continue this successful and gratifying relationship over the term of your next on -call contract. Thank you for your consideration and this opportunity to bring PPC's level of service to National City. We look forward to discussing our proposal with you. Sincerely, S. pVade /(sident/CEO 4499 RUFFIN ROAD, SUITE 250 PROJECTPROFESSIONALSCORP.COM SAN DIEGO, CALIFORNIA 92123 TELEPHONE 858.634.8180 FACSIMILE 858.634.8184 -13- ON -CALL PROJECT SUPPORT SERVICES FOR National City's Capital Improvement Program (CIP) i;ALIFORNIA NATIONAL CITI EXECUTIVE SUMMARY Headquartered in San Diego, Project Professionals Corporation is a local engineering and project/construction management firm with staff that has built an over 30-year track record of delivering successful capital improvement projects. PPC's highly experienced project and construction managers, engineers, inspectors and administrators will work collaboratively with National City's team, and the appropriate community stakeholders, to ensure the successful completion of city projects. The modest size of PPC offers National City staff direct access to the firm's leadership, while also providing a responsive and agile team that can manage large projects and react quickly to changing project dynamics. PPC's unique experience and project management approach combine a strong legal background based in contract law, extensive design work and thoughtful engineering to successfully manage the capital improvement projects included in the City of National City's CIP. PPC has extensive experience managing several projects within the same jurisdiction and has previously assembled teams that performed multiple functions for National City. This creates efficiencies that would otherwise be difficult to duplicate. Overlapping personnel on various projects helps develop a keen understanding of National City's particular processes for all types of projects, translating into substantial project cost savings and ensuring continuity. All PPC activities begin with Byron Wade, the company's President/CEO. Byron takes a personal role in all projects from team building and scoping, to community outreach and project delivery. He stays engaged and active on every project and is the primary contact for PPC. PPC is currently developing a civil engineering design section. Our goal is to assemble a team of very experienced and successful civil engineers and design professionals that have a proven track record in the greater San Diego area for right-of-way improvement projects. At this time we would like to include this into our proposed services and would present the team to the City when assembled for consideration on design projects. Based on relevant experience, PPC is confident it can successfully provide the following services identified in your RFP: Disciplines 1. Civil Engineering 2. Construction Management & Inspections (including Certified Payroll) 3. Legal PROJECT PRCFESS1ONALS CORP -14- ON -CALL PROJECT SUPPORT SERVICES FOR - CA: IFO R NIA _. National City's Capital Improvement Program (Cif)) NATIONAL CITY General Services 1. Planning & Design 2. Community Outreach 3. Engineering & Project Management 4. Grants Management 5. Capital Needs Assessment & Asset Management 6. Program Development, Training & Management PPC is especially knowledgeable in managing state and federally funded projects. With our strong reputation and relationships with state and federal regulators and auditors, we are in the best position to keep National City's state and federal projects in compliance. This will also benefit National City on future grant applications. PPC's professional staff members are all from the greater San Diego area with most of their cumulative experience in the South Bay including National City and Chula Vista. PPC can provide that local knowledge for the benefit of National City. With Byron Wade as a licensed California attorney, PPC offers all of its services with experience and expertise unique to the engineering consulting community. Byron's strong background in construction and municipal law affords our clients a tremendous advantage in contract drafting, negotiations and claims defense. We believe PPC earned your trust through a strong track record of success with National City's projects that we have helped bring about, manage and defend. Together, the PPC and National City teams can effectively address the repair, replacement and expansion of the city's physical infrastructure system. PROJECT PROFESSIONALS CORP Page 4 -15- EXHIBIT "B" PROJLOT PROFESSIONALS- CORPORATION' National City — 2017 Rate Schedule Title Principal Project/Construction Manager Senior Project Manager Project Manager II Project Manager I Principal Civil Engineer Senior Civil Engineer Civil Engineer Assistant Civil Engineer CAD Operator Communications Director Senior Administrator Administrative Assistant Prevailing Wage Assignments: Title Prevailing Wage Rate Public Work Inspectors Hourly Rate $220 $185 $135 $115 $220 $185 $135 $115 $85 $120 $95 $80 Base Special/Multi Shift 1 1/2 x OT 2 x OT $135 $140* $178 $221 Prevailing Wage Inspectors increases shall occur concurrently with DIR directed rate increases Minimum billing increments shall be 0.25 hours. Minimum daily billing for inspector is 4 hours. Normal work hours: 8:00 a.m. — 5:00 p.m. PPC Holidays per handbook are: New Year's Day, Memorial Day, Independence Day, Labor Day, Thanksgiving Day, Day after Thanksgiving Day, Christmas Day and New Year's Eve. Overtime — Overtime shall be billed at the normal hourly rates for all staff except inspectors. *Inspectors are paid in accordance with the applicable State or Federal prevailing wage requirements for overtime, minimum daily hours, special shifts and multi -shifts. Third shift inspectors are paid 8 hours for 6.5 hours work. All work in excess of 6.5 hours for a single shift shall be billed at the appropriate overtime rate. Letter size copies at $0.10 each b&w or color. Tabloid copies at $0.20 each b&w or color. Binders at $25 each. CD's at $5 each. Mileage charged at the current federal rate. No markups on travel expenses, reproduction services and other outside expenses. 4499 RUFFIN ROAD, SUITE 250 SAN DIEGO, CALIFORNIA 92123 PROJECTPROFESSIONALSCORP.COM TELEPHONE 858.634.8180 FACSIMILE 858.634.8184 -16- ACOREP ® CERTIFICATE OF LIABILITY INSURANCE fTHIS 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. DATE (MM/DD/YYYY) 5/22/2017 IMPORTANT: If the certificate holder is an ADDITIONAL INSURED, the policy(ies) must be endorsed. If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy, certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder In lieu of such endorsement(s). PRODUCER Cavignac & Associates 450 B Street, Suite 1800 San Diego CA 92101 INSURED Project Professionals Corporation 4499 Ruffin Road, Suite 250 San Diego CA 92123 PROJPRO-01 NAME: CONTACT Certificate Department PHONE 619-744-0574 (A/C, Nn Pet). E-MAIL certificates@cavignac.com AnnRFS5: INSURER(S) AFFORDING COVERAGE INSURER A :Sentinel Insurance Company INSURER :Hartford Ins Co of the Midwest INSURER C :Travelers Casualty and Surety INSURER D : FAX (A/C. Nol: 619-234-8601 NAIC # 11000 37478 19038 INSURER E : INSURER F : • REVISION NUMBER: GOVLKA(it5 t+cR I lr'I'.WN l c IVtJIvir, n. . '.`�"�.' 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 TYPE OF INSURANCE ADDL INSD SUBR WVD POLICY NUMBER POLICY EFF (MM/DD/YYYY) POLICY EXP (MMIDDIYYYY) LIMITS LTR A COMMERCIAL GENERAL LIABILITY Y Y 72SBWAR9250 5/10/2017 5/10/2018 EACH OCCURRENCE $2,000,000 x DAMAGE TO RENTED X PREMISES (Ea occurrence) $2,000,000 CLAIMS -MADE OCCUR MED EXP (Any one person) $10,000 PERSONAL 8 ADV INJURY $2,000,000 PER: GENERAL AGGREGATE $4,000,000 GEN'L AGGREGATE LIMIT APPLIES ( X 1 jE-- X PRODUCTS - COMP/OP AGG $4,000,000 POLICY OTHER: LOC Deductible $0 A AUTOMOBILE LIABILITY Y Y 72SBWAR9250 5/10/2017 5/10/2018 COMBINED SINGLE LIMIT(Ea accident) .2,000,000 ANY AUTO BODILY INJURY (Per person) $ — ALTOWNED S NON -OWNED PROPERTY DAMAGE (Per accident) $ _ X HIRED NoOwnedAutos _ AUTOS $ A X UMBRELLA LIAR X 72SBWAR9250 5/10/2017 5/10/2018 EACH OCCURRENCE $5,000,000 EXCESS LIAB O OCCUR AGGREGATE $5,000,000 DED X RETENTION $10,000 CLAIMS -MADE $ B WORKERS COMPENSATION Y 72WEGPH2220 7/1/2016 7/1/2017 X PER - STATUTE OTH ER AND EMPLOYERS' LIABILITY Y / N E.L. EACH ACCIDENT $1,000,000 ANY PROPRIETOR/PARTNER/EXECUTIVE OFFICER/MEMBER EXCLUDED? NIA E.L. DISEASE - EA EMPLOYEE $1,000,000 (Mandatory in NH) If yes, describe under D Professional Liability 106295039 5/10/2017 5/10/2018 Ea Claim & Aggreg $2,000,000 DESCRIPTION OF OPERATIONS / LOCATIONS / VEHICLES (ACORD 101, Additional Remarks Schedule, may be attached if more space is required) Additional Insured coverage applies to General and Automobile Liability for The City of National City, its elected officials, officers, agents, employees and volunteers per policy form. Prof. Liab. - Claims made, defense costs included within limit. Waiver of subrogation applies to General Liability, Automobile Liability, and Workers Compensation per policy form. No Owned Autos. CERTIFICATE HOLDER City of National City do Risk Manager 1243 National City Boulevard National City CA 91950-4397 SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. AUTHORIZED REPRESENTATIVE © 1988-2014 ACORD CORPORATION. All rights reserved. ACORD 25 (2014/01) The ACORD name and logo are registered marks of ACORD -17- THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. WAIVER OF OUR RIGHT TO RECOVER FROM OTHERS ENDORSEMENT - CALIFORNIA Policy Number: 72 WEG PH2220 Endorsement Number: Effective Date: 07/01/16 Effective hour is the same as stated on the Information Page of the policy. Named Insured and Address: PROJECT PROFESSIONALS CORPORATION 4499 RUFFIN RD STE 250 SAN DIEGO, CA 92123 We have the right to recover our payments from anyone liable for an injury covered by this policy. We will not enforce our right against the person or organization named in the Schedule. (This agreement applies only to the extent that you perform work under a written contract that requires you to obtain this agreement from us.) You must maintain payroll records accurately segregating the remuneration of your employees while engaged in tie work described in the Schedule. The additional premium for this endorsement shall be 2 % of the California workers' compensation premium otherwise due on such remuneration. SCHEDULE Person or Organization Job Description ANY PERSON OR ORGANIZATION FROM WHOM YOU ARE REQUIRED BY WRITTEN CONTRACT OR AGREEMENT TO OBTAIN THIS WAIVER OF RIGHTS FROM US. Countersign Form WC 04 03 06 (1) Printed in U.S.A. Process Date: 05/15/16 AS REQUIRED BY WRITTEN CONTRACT. Authorized Representative Policy Expiration Date: 07/01117 -18- Policy Number 72SBWAR9250 BUSINESS LIABILITY COVERAGE FORM Various provisions in this policy restrict coverage. Read the entire policy carefully to determine rights, duties and what is and is not covered. Throughout this policy the words "you" and "your" refer to the Named Insured shown in the Declarations. The words "we", "us" and "our" refer to the stock insurance company member of The Hartford providing this insurance. The word "insured" means any person or organization qualifying as such under Section C. - Who Is An Insured. Other words and phrases that appear in quotation marks have special meaning, Refer to Section G. - Liability And Medical Expenses Definitions. A. COVERAGES 1. BUSINESS LIABILITY COVERAGE (BODILY INJURY, PROPERTY DAMAGE, PERSONAL AND ADVERTISING INJURY) Insuring Agreement a. We will pay those sums that the insured becomes legally obligated to pay as. damages because of "bodily injury", "property damage" or "personal and advertising Injury" to which this insurance applies. We will have the right and duty to defend the insured against any "suit" seeking those damages. However, we will have no duty to defend the Insured against any "suit" seeking damages for "bodily injury", "property damage" or "personal and advertising injury" to which this insurance does not apply. We may, at our discretion, investigate any "occurrence" or offense and settle any claim or "suit" that may result. But: (1) The amount we will pay for damages is limited as described In Section D. Uability And Medical Expenses Limits Of Insurance; and (2) Our right and duty to defend ends when we have used up the applicable limit of insurance in the payment of judgments, settlements or medical expenses to which this insurance applies. No other obligation or liability to pay suns or perform acts or services is covered unless explicitly provided for under Coverage Extension - Supplementary Payments. b. This insurance applies: (1) To "bodily injury' and "property damage" only if;. Fortn,SS 0008 04 05 0 2005, The Ha (a) The "bodily Injury" or "property damage" is caused by an "occurrente" that takes place in the "coverage territory"; (b) The "bodily injury" or "property damage" occurs during the icy period; and (c) Prior to the policy period, no Insured listed under Paragraph I. of Section C. — Who Is An Insured and no "employee" authorized by you to give or receive notice of an "occurrence" or claim, knew that the "bodily injury" or "property damage" had occurred, In whole or in part, If such a listed Insured or authorized "employee" knew, prior to the policy period, that the "bodily injury" or 'property damage" occurred, then any continuation, change or resumption of such "bodily injury"' or 'property damage" during or after the policy period will be deemed to have been known prior to the policy period. (2) To "personal and advertising injury" caused by an offense arising out of your business, but only if the offense was committed in the "coverage territory' during the policy period. c, "Bodily injuryor 'property damage" will be deemed to have been known to have occurred at the earliest time when any insured listed under Paragraph 1. of Section C. - Who is An insured or any "employee" authorized by you to give or receive notice of an "occurrence" or claim: (1) Reports all, or any part, of the "bodily injuryor "property damage" to us or any other Insurer; and Page 1' 0124 -19- BUSINESS LIABILITY COVERAGE FORM (2) wives- a written or verbal demand or claim for damages because of the 'bodily injury" or" "property damage"; or (3) Becomes aware by any other means that "bodily injury" or "property damage" has occurred or has begun to occur. d. Damages because of "bodily Injury" include damages claimed by any person or organization for care, loss of services or death resulting at any the from the "bodily injury" a. Incidental Medical Malpractice (1) `Bodily injury" arising out of the rendering of or failure to render professional health care services as a physician, dentist, nurse, emergency medical technician or paramedic shall be deemed to be caused by an "occurrence", but only if: (a) The physician, dentist, nurse, emergency medical technician or paramedic is employed by you to proAide such services; and (b) You are not engaged in the business or occupation of providing such services. (2) For the purpose of determining the limits of insurance for 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 one "occurrence". 2. MEDICAL EXPENSES insuring Agreement a. We will pay medical expenses as described below for "bodily injury" caused by an accident: (1) On premises you own or rent (2) On ways next to premises you own: 'or rent; or (3) Because of your operations; provided that: (1) The accident takes place in the "coverage territory" and during the policy period; (2) The expenses are incurred and reported to us within three years of the date of the accident; and (3) The Injured person submits to examination, at our expense, by physicians of our choice as often as we reasonably require. Page 2 of 24 b. We will make these payments regardless of fault. These payments will not exceed the applicable limit of insurance. We will pay reasonable expenses for: (1) First aid administered at the time of an accident; (2) Necessary medical, surgical, x-ray and dental services, including prosthetic devices; and (3) Necessary ambulance, hospital, professional nursing and funeral services. 3. COVERAGE EXTENSION SUPPLEMENTARY PAYMENTS a. We will pay, with respect to any claim or "suit" we investigate or settle, or any "suit" against an insured we defend: (1) (2) (3) All expenses we incur. Up to 51,000 for the cost of bail bonds required because of accidents or traffic law violations arising out of the use of any vehicle to which Business Liability Coverage for "bodily injury" applies. We do not have to furnish these bonds. The cost of appeal bonds or bonds to release 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. All costs taxed against the insured in the "suit". 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. All Interest on the full amount of any judgment that accrues alter 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 reduce the limits of insurance. (5) (6) Form SS 00 08 04 05 400 -20- BUSINESS LIABILITY COVERAGE FORM b. if we defend an .insured against a "suit" and an indemnitee of the insured is also named as a party to the "suit", we will defend that indemnitee If all of the following conditions are met: (1) The "Suit" against the indemnitee seeks damages for which the insured has assumed the liability of the indemnitee In a contract or agreement that is an "insured. contract"; (2) This; insurance applies to such liability assumed by the insured; (3) The obligation to defend, or the cost of the defense of, that indemnitee, has also been assumed by the Insured in the same Insured contract"; (4) The allegations in the "suit" and the information we know about the "occurrence" are such that no conflict appears to exist between the interests of the Insured and the interest of the indeninilea; The indemnitee and the Insured ask us to conduct and controi the defense of that Indemniteee against such "suit" and agree that we can assign the same counsel to defend the insured and the indemnitee; and (6) The indemnitee; (a) Agrees in writing to: (I) Cooperate with us in the investigation, settlement, or defense of the "suit"; (Ii) Immediately send us copies of any demands, notices, summonses or legal papers received in connection with the "suit"; (III) Notify any other insurer whose coverage Is available to the indemnitee; and (Iv) Cooperate with us with respect to coordinating other applicable insurance available to the indemnitee; -and (b) Provides us with written authorization to: (I) Obtain records and other information related to the "suit"; and (II) Conduct and control the defense of the indemnitee in such "suit". (5) So long as the above conditions are met, attorneys' fees incurred by us in the defense of that indemnitee, necessary litigation expenses Incurred by us arxi necessary litigation expenses incxirred 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 not reduce the Limits' of insurance. 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) Theconditions set forth above, or the terms of the agreement described. In Paragraph (6)above, are no longermet. B. EXCLUSIONS 1. Applicable To Business Liability Coverage This insurance does not apply to: a. Expected Or intended injury (1) "Bodily injury" or "property damage" expected or Intended from the standpoint of the Insured. This exclusion does not apply to "bodily Injury„ or "property damage" resulting from the use of reasonable force to protect persons or property; or (2) "Personal and advertising injury" arising out of an offense committed by, at the direction of or with the consent or acquiescence of the insured with the expectation of inflicting "personal and advertising injury'. b. Contractual Liability (1) "Bodily injury" or "property damage"; or (2) "Personal and advertising Injury" for which :the insured is obligated to pay damages by reason of the assumptionof liability in a contract or agreement, This exclusion does not apply to liability for damages because of: (a) "Bodily injury", "property damage" or "personal and advertising injury" that the insured would have in the absence of the contract or agreement; or Form SS 00 08 04 05 Page 3 of 24 -21- BUSINESS LIABILITY COVERAGE FORM (b) "Bodily injury" or "property damage" assumed in a contract or agreement that is an "Insured contract", provided the "bodily injury" or "property damage" occurs subsequent to the execution of the contract or agreement. Solely for the purpose of liability assumed in an "insured contract", reasonable attorneys' fees and necessary litigation expenses incurred by or for a party other than an insured are deemed to be damages because of "bodily injury" or "property damage" provided: (I) Liability to such party for, or for the cost of, that party's defense has also been assumed in the same"insured contract", and (II) Such attorneys' fees and litigation expenses are for defense of that party against a civil or alternative dispute resolution proceeding in which damages to which this insurance applies are alleged. c. Liquor Liability "Bodily injury" or "property damage" for which any Insured may be held liable by reason of: (1) Causing or contributing to the Intoxication of any person; (2) The furnishing of alcoholic beverages to a person under the legal drinking age or under the influence of alcohol; or Any statute, ordinance or regulation relating to the sale, gift, distribution or use of alcoholic beverages. This exclusion applies only if you are in the business of manufacturing, distributing, selling, serving or furnishing alcoholic beverages. d. Workers' Compensation And Similar Laws Any obligation of the insured under a workers' compensation, disability benefits or unemployment compensation law or any similar law. e. Employer's Liability "Bodily injury" to: (1) An "employee" of the Insured arising out of and in the course of: (a) Employment by the insured; or (3) (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. This exclusion applies: (1) Whether the insured may be liable as an employer or in any other capacity, and (2) To any obligation to share damages with or repay someone else who must pay damages because of the injury. This exclusion does not apply to liability assumed by the insured under an "insured contract". f. Pollution (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: (I) "Bodily injury' if sustained within a building and caused by smoke, fumes, vapor or soot produced by or originating from equipment that is used to heat, cool or dehumidify the building, or equipment that is used to heat water for personal use, by the bulldog's occupants or their guests; (II) "Bodily injury" or "property damage" for which you may be held liable, if you are a contractor and the owner or lessee of such premises, site or location has been added to your policy as an additional insured with respect to your ongoing operations performed for that additional insured at that premises, site or location and such premises, site or location Is not and never was owned or occupied by, or rented or loaned to, any insured, other than that additional insured; or Page 4of24 Form SS00080405 _22_ BUSINESS LIABILITY COVERAGE FORM (IIi) "Bodily Injury" or "property damage" arising out of heat, smoke or fumes from a "hostile fire"; (b) At or from any premises, site or location which is or was at any time used by or for any Insured or others for the handling, storage, disposal, processing or treatment of waste; (c) Which are or were at any time transported, handled, stored, treated, disposed of, or processed as waste by or for: (I) Any insured; or (II) Any person or organization for whom you may be legally responsible; (d) At or from any premises, site or location on which any insured or any contractors or subcontractors working directly or indirectly on any insured's behalf are performing operations if the "pollutants" are brought on or to the premises, site or location in connection with such operations by such insured, contractor or subcontractor. However, this subparagraph does not apply to: (I) "Bodily injury" or "property damage" arising out of the escape of fuels, lubricants or other operating fluids which are needed to perform the normal electrical, hydraulic or mechanical functions necessary for the operation of "mobile equipment" or its parts, if such fuels, lubricants or other operating fluids escape from a vehicle part designed to hold, store or receive them. This exception does not apply if the "bodily injury or property damage" arises out of the Intentional discharge, dispersal or release of the fuels, lubricants or other operating fluids, or if such fuels, lubricants or other operating fluids are brought on or to the premises, site or location with the Intent that they be discharged, dispersed or released as part of the operations being performed by such insured, contractor or subcontractor, (II) "Bodily injury" or "property damage" sustained within a building and caused by the release of gases, fumes or vapors from materials brought into that building in connection with operations being performed by you or on your behalf by a contractor or subcontractor; or (Ill) "Bodily injury" or "property damage" arising out of heat, smoke or fumes from a "hostile Tire"; or (e) At or from any premises, site or location on which any insured or any contractors or subcontractors working directly or indirectly on any insured's behalf are performing operations if the operations are to test for, monitor, clean up, remove, contain, treat, detoxify or neutralize, or in any way respond to, or assess the effects of, "pollutants". (2) Any loss, cost or expense arising out of any: (a) Request, demand, order or statutory or regulatory requirement that any insured or others test for, monitor, clean up, remove, contain, treat, detoxify or neutralize, or in any way respond to, or assess the effects of, "pollutants"; or (b) Claim or suit by or on behalf of a governmental authority for damages because of testing for, monitoring, cleaning up, removing, containing, treating, detoxifying or neutralizing, or in any way responding to, or assessing the effects of, "pollutants". However, this paragraph does not apply to liability for damages because of"property damage" that the insured would have in the absence of such request, demand, order or statutory or regulatory requirement, or such claim or "suit" by or on behalf of a governmental authority. Form SS 00 08 04 05 Page5of24 -23- BUSINESS LIABILITY COVERAGE FORM g• Aircraft, Auto Or Watercraft "Bodily injury" or "property damage" arising out of the ownership, maintenance, use or entrustment to others of any aircraft, "auto" or watercraft owned or operated by or rented or loaned to any insured. Use Includes operation and "loading or unloading". This exclusion applies even If the claims against any insured allege negligence or other wrongdoing in the supervision"hiring, employment, training or monitoring oil others by that insured, If the "occurrence" which caused the "bottily Injury" or "property damage' involved the ownership, rnalntenande, use or entrustment to others of any aircraft *auto" or watercraft that is owned or operated by or rented or loaned to any insured. This exclusion does not apply to: (1) A watercraft while ashore on premises you own or rent; (2) A watercraft you do not own that is: (a) Less than 51 feet long; and (b) Not being used to carry persons for a charge; (3) Parking an "auto" on, or on the ways next to, premises you own or rent, provided the "auto" Is not owned by or rented or loaned to you or the insured; (4) Uability assumed under any "insured contract" for the ownership, maintenance or use of aircraft or watercraft; (5) "Bodily injury" or "property damage" arising out of the operation of any of the equipment listed in Paragraph f.(2) or f.(3) of the definition of "mobile equipment'; or (6) An aircraft that is not owned by any insured and is hired, chartered or loaned with a paid crew. However, this exception does not apply if the insured has any other insurance for such "bodily injury' or "property damage", whether the other insurance is primary, excess, contingent or on any other basis. h, Mobile Equipment "Bodily injury'" or "property damage" arising out of: (1) The transportation of"mobile equipment' by an *auto" owned or operated by or rented or loaned to any Insured; or Page 6 of 24 (2) The use of "mobile equipment" in, or while in practice or preparation for, a prearranged racing, speed or demolition contest or in any stunting activity. I. War "Bodily Injury', 'properly damage" or "personal and advertising injury", however caused, arising, directly or indirectly, out of: (1) War, Including undeclared or civil war; (2) Warlike action by a military forte, Including action in hindering or defending against an actual or expected attack, by any government, sovereign or other authority using Military personnel or other -agents- or (3) Insurrection, rebellion, revolution, usurped power, or action taken by ,governmental authority in hindering or defending against any of these. j. Professional Services "Bodily injury", "property damage" or "personal and advertising injury" arising out of the rendering of or failure to render any professional service. This includes but is not limited to: (1) (2) Legal, accounting services; Preparing, approving, or failing to prepare or approve maps, shop drawings, opinions, reports, surveys, field orders, change orders, designs or drawings and specifications; (3) Supervisory, inspection, architectural or engineering activities; (4) Medical, surgical, dental, x-ray or nursing services treatment, advice or Instruction; (5) Any health or therapeutic service treatment, advice or instruction; (6) Any service, treatment, advice or instruction for the purpose of appearance or skin enhancement, hair removal or replacement or personal grooming; (7) Optical or hearing aid services Including the prescribing, preparation, fitting, demonstration or distribution of ophthalmic tenses and similar products or hearing aid devices; or advertising Form SS 00 0$ 04.05 -24- BUSINESSLIABILITY COVERAGE FORM (8) Optometry or optometric services inducing but not limited to examination of the eyesand the prescribing, preparation, titting,demonstration or distribution of ophthalmic lenses and similar products; ill) Any: (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) Service, to the practice of pharmacy; and ill) COrr!tputer consulting, design or programming services, including web site design. Paragraphs (4) and (5) of this exclusion do 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) (4) Personal property in the care. custody or dontrol of the insured; (5) Than 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. Property loaned to you; Paragraphs (1), (3) and (4) of this exclusion do not apply to ` i rty inmate (other than damage by tire) 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 lnsuranoe. 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. Paragraphs (3) and (4) of this exclusion do not apply to the use of elevators. Paragraphs (3), (4), (5) and (e) of this exclusion do not apply to liability assumed under a sidetrack agreerrient. Paragraphs (3) and (4) of this exclusion do not apply to "property damage" to borrowed equipment ,while not being used to perform operations at a job site. Paragraph (6) of this exclusion does not apply to "property damage" included in the "products -completed operations hazard". I. Dunnage To Your Product "Property damage" to "your product" arising out of It or any part of it. m. Damage To Your Work "Property damage" to "your work" arising out of it or any part of It and included in the "products -completed operations hazard". This exclusion ;does not apply If the damaged work or the work out of which the damage arises was performed on your behalf by a subcontractor. n. Damage To Impaired Property Or Property Not: Physically Injured "Property damage" to "impaired. property" or property that has not been physically Injured, arising out of: (1) ;A defect, deficiency, inadequacy or dangerous condition in "your product" or "your work"; or (2) A delay or failure by you or anyone acting on your behalf to perform a contract or agreement In accordance With , Its terms. This exclusion does not apply to the loss of use of other property arising out of sudden and accidental physical injury to "your product" or "your work" after it has been put to Its intended use. F+brmSS00080405 Page7of24. -25- BUSINESS LIABILiTY COVERAGE FORM o. Recall Of Products, Work Or Impaired Property Damages claimed for any loss, cost or expense incurred by you or others for the loss of use, withdrawal, recall, inspection,. repair, replacement, adjustment, removal or disposal of: (1) "Your product"; (2) "Your work"; or (3) "Impaired property"; if such product, work or property is withdrawn or recalled from the market or from use by any person or organization because of a known or suspected defect, deficiency, inadequacy or dangerous condition in it. p. Personal And Advertising Injury "Personal and advertising injury": (1) Arising out of oral, written or electronic publication of material, if done by or at the direction of the insured with knowledge of its falsity; (2) Arising out of oral, written or electronic publication of material whose first publication took place before the beginning of the policy period; (3) Arising out of a criminal act committed by or at the direction of the insured; (4) Arising out of any breach of contract, except an Implied contract to use another's "advertising Idea" In your `advertisement"; (5) Arising out of the failure of goods, products or services to conform with any statement of quality or performance made in your "advertisement"; Arising out of the wrong description of the price of goods, products or services; (7) Arising out of any violation of any intellectual property rights such as copyright, patent, trademark, trade name, trade secret, service mark or other designation of origin or authenticity. However, this exclusion does not apply to infringement, in your "advertisement", of (a) Copyright; (b) Slogan, unless the slogan is also a trademark, trade name, service mark or other designation of origin or authenticity; or (6) Page 8 of 24 (8) (c) Title of any literary or artistic work; Arising out of an offense committed by an insured whose business is: (a) Advertising, broadcasting, lose publishing or telecasting; (b) Designing or determining content of web sites for others; or (c) An Internet search, access, content or service provider. However, this exclusion does not apply to Paragraphs a., b. and c. under the definition of "personal and advertising injury" in Section G. — Liability And Medical Expenses Definitions. For the purposes of this exclusion, placing an "advertisement" for or linking to others on your web site, by itself, is not considered the business of advertising, broadcasting, publishing or telecasting; (9) Arising out of an electronic chat room or bulletin board the insured hosts, owns, or over which the insured exercises control; (10) Arising out of the unauthorized use of another's name or product in your e-mail address, domain name or metatags, or any other similar tactics to mislead another's potential customers; (11) Arising out of the violation of a person's right of privacy created by any state or federal act. However, this exclusion does not apply to liability for damages that the insured would have in the absence of such state or federal act; (12) Arising out of: (a) An "advertisement" for others on your web site; (b) Placing a link to a web site of others on your web site; (c) Content from a web site of others displayed within a frame or border on your web site, Content includes information, code, sounds, text, graphics or images; or (d) Computer code, software or programming used to enable: (I) Your web site; or (II) The presentation or functionality of an "advertisement" or other content on your web site; Form SS 00 08 04 05 -26- BUSINESS LIABILITY COVERAGE FORM (13) Arising out of a violation of any anti- trust law; (14) Arising out of the fluctuation in price or value of any stocks, bonds or other securities; or (15) Arising out of discrimination or humiliation committed by or at the direction of any "executive officer", director, stockholder, partner or member of the insured. tj. Electronic Data Damages arising out of the loss of, loss of use of, damage to, corruption of, inability to access, or inability to manipulate "electronic data". r. Employment -Related Practices "Bodily injury" or "personal and advertising injury" to: (1) A person arising out of any: (a) Refusal to employ that person; (b) Termination of that person's employment; or (c) Employment -related practices, policies, acts or omissions; such as coercion, demotion, evaluation, reassignment, discipline, defamation, harassment, humiliation or discrimination directed at that person; or (2) The spouse, child, parent, brother or sister of that person as a consequence of "bodily injury" or "personal and advertising injury" to the person at whom any of the employment -related practices described in Paragraphs (a), (b), or (c) above is directed. This exclusion applies: (1) Whether the insured may be liable as an employer or in any other capacity; and (2) To any obligation to share damages with or repay someone else who must pay damages because of the Injury. s. Asbestos (1) "Bodily injury" "property damage" or "personal and advertising injury" arising out of the "asbestos hazard". (2) Any damages, judgments, settlements, loss, costs or expenses that: (a) May be awarded or incurred by reason of any claim or suit alleging actual or threatened injury or damage of any nature or kind to persons or property which would not have occurred in whole or in part but for the "asbestos hazard"; (b) Arise out of any request, demand, order or statutory or regulatory requirement that any insured or others test for, monitor, clean up, remove, encapsulate, contain, treat, detoxify or neutralize or in any way respond to or assess the effects of an "asbestos hazard"; or (c) Arise out of any claim or suit for damages beitatse of testing for, monitoring, cleaning up, removing, encapsulating, containing, treating, detoxifying or neutralizing or in any way responding to or assessing the effects of an "asbestos hazard". t. Violation Of Statutes That Govern E. Malls, Fax, Phone Calls Or Other Methods Of Sending Material Or Information "Bodily injury", "property damage", or "personal and advertising injury" arising directly or indirectly out of any action or omission that violates or is alleged to violate: The Telephone Consumer Protection Act (TCPA), including any amendment of or addition to such law; (2) The CAN-SPAM Act of 2003, including any amendment of or addition to such law; or Any statute, ordinance or regulation, other than the TCPA or CAN-SPAM Act of 2003, that prohibits or limits the sending, transmitting, communicating or distribution of material or information. Damage To Premises Rented To You - Exception For Damage By Fire, Lightning or Explosion Exclusions c. through h. and IC. through o. do not apply to damage by fire, lightning or explosion to premises rented to you or temporarily occupied by you with permission of the owner. A separate Umit of Insurance applies to this coverage as described in Section D. Liability And Medical Expenses Limits Of Insurance. (1) (3) Form SS 00 08 04 05 Page 9 of 24 -27- BUSINESS LIABILITY COVERAGE FORM 2. Applicable To Medical Expenses Coverage We will not pay expenses for "bodily injury": a. Any Insured To any insured, except "volunteer workers", b. Hired Person To a person hired to do work for or on behalf of any insured or a tenant of any Insured. c. Injury On Normally Occupied Premises To a person injured on that part of premises you own or rent that the person normally occupies. d. Workers' Compensation And Similar Laws To a person, whether or not an "employee" of any insured, if benefits for the "bodily injury" are payable or must be provided under a workers' compensation or disability benefits law or a similar law. e. Athletics Activities To a person injured while practicing, instructing or participating in any physical exercises or games, sports or athletic contests. f. Products -Completed Operations Hazard Included with the "products -completed operations hazard". Business Liability Exclusions Excluded under Business Liability Coverage. C. WHO IS AN INSURED 1. If you are designated in the Declarations as: a. An individual, you and your spouse are insureds, but only with respect to the conduct of a business of which you are the sole owner. b. A partnership or joint venture, you are an insured. Your members, your partners, and their spouses are also Insureds. but only with respect to the conduct of your business. c. A limited liability company, you are an insured. Your members are also insureds, but only with respect to the conduct of your business. Your managers are Insureds, but only with respect to their duties as your managers. d. An organization other than a partnership, joint venture or limited liability company, you are an insured. Your "executive officers" and directors are insureds, but only with respect to their duties as your officers or directors. Your stockholders are also Insureds, but only with respect to their liability as stockholders. g. e. A trust, you are an insured, Your trustees are also insureds, but only with respect to their duties as trustees. 2. Each of the following is also an insured: a. Employees And Volunteer Workers Your "volunteer workers" only while performing duties related to the conduct of your business, or your "employees", other than either your "executive officers" (if you are an organization other than a partnership, joint venture or limited liability company) or your managers (if you are a limited liability company), but only for acts within the scope of their employment by you or while performing duties related to the conduct of your business. However, none of these "employees" or "volunteer workers" are insureds for: (1) "Bodily injury" or "personal and advertising injury": (a) To you, to your partners or members (if you are a partnership or joint venture), to your members (if you are a limited liability company), or to a co -"employee" while in the course of his or her employment or performing duties related to the conduct of your business, or to your other "volunteer workers" while performing duties related to the conduct of your business; (b) To the spouse, child, parent, brother or sister of that co - "employee" or that "volunteer worker" as a consequence of Paragraph (1)(a) above; (c) For which there is any obligation to share damages with or repay someone else who must pay damages because of the injury described in Paragraphs (1)(a) or (b) above; or (d) Arising out of his or her providing or failing to provide professional health care services. if you are not in the business of providing professional health care services, Paragraph (d) does not apply to any nurse, emergency medical technician or iparamedic employed by you to provide such services. (2) "Property damage" to property: (a) Owned, occupied or used by, Page 10 of 24 Form SS 00 08 04 05 -28- BUSINESS LIABILITY COVERAGE FORM (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 yottr "enloyyees", "volunteer workers", any partner or member (if you are a partnership or Joint venture), or any member (If you are a limited liability company). b. Real Estate Manager Any person (other than your "employes" or "volunteer worker"), or any organization while acting as your real estate manager. c. Temporary Custodians Of Your Property Any person or organization having proper temporary custody of your property if you die, but only: (1.) With; respect to liability arising out Of the Maintenance or useof that property; and Until your legal representative has been appointed. d. Legal Representative if You Die Your legal representative if you die, but only with respect to duties as such, That representative will have all your rights and duties under this insurance. e. Unnamed Subsidiary Any subsidiary and subsidiary 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; or (2) "Personal and advertising injury" arising cut of an offense committed before you acquired or formed the organization. 4. Operator Of Mobile Equipment With respect to "mobile equipment" registered in your name under any motor vehicle registration law, any person is an insured while driving such equipment along a public highway with your permission. Any other person or organization responsible for the conduct of such person is also an Insured, but only with respect to liability arising out of the operation of the equipment, and only if no other insurance of any kind is available to that person or organization for this liability. However, no person or organization is an insured with respect to: a. "Bodily Injury" to a co -`employee" of the person driving the equipment; or b. "Property 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. 5. Operator of Nonowned Watercraft With respect to watercraft you do not own that is less than 51 feet long and is not being used to carry persons for a charge, any person 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 injuryto 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. Additional Insureds When Required By ,""+•,,,y� Written Contract, Written Agreement Or Permit The person(s) or organization(s) identified in Paragraphs a. through f. below are additional insureds when you have agreed, in a written Form SS 00 08 04 05 P; 3:t of 24 -29- BUSINESS LIABILITY COVERAGE FORM contract, written agreement or because of a permit issued by a state or political subdivision, that such person or organization be added as an additional insured on your policy, provided the injury or damage occurs subsequent to the execution of the contract or agreement, or the issuance of the permit. A person or organization is an additional insured under this provision only for that period of time required by the contract, agreement or permit. However, no such person or organization is an additional insured under this provision if such person or organization is included as an additional insured by an endorsement Issued by us and made a part of this Coverage Part, including all persons or organizations added as additional insureds under the specific additional insured coverage grants in Section F. — Optional Additional Insured Coverages. a. Vendors Any person(s) or organization(s) (referred to below as vendor), but only with respect to "badly injury" or "property damage" arising out of "your products" which are distributed or sold in the regular course of the vendors business and only if this Coverage Part provides coverage for "bodily Injury" or "property damage" Included within the "products -completed operations hazard". (1) The insurance afforded to the vendor is subject to the following additional exclusions. This insurance does not apply to: (a) "Bodily injury" or "property damage" for which the vendor is obligated to pay damages by reason of the assumption of liability in a contract or agreement. This exclusion does not apply to liability for damages that the vendor would have In the absence of the contract or agreement; (b) Any express warranty unauthorized by you; (c) Any physical or chemical change in the product made Intentionally by the vendor, (d) Repackaging, except when unpacked solely for the purpose of inspection, demonstration, testing, or the substitution of parts under instructions from the manufacturer, and then repackaged in the original container; (e) Any failure to make such inspections, adjustments, tests or servicing as the vendor has agreed to make or normally undertakes to make in the usual course of business, in connection with the distribution or sale of the products; (f) Demonstration, installation, servicing or repair operations, except such operations performed at the vendors premises In connection with the sale of the product; (g) Products which, after distribution or sale by you, have been labeled or relabeled or used as a container, part or Ingredient of any other thing or substance by or for the vendor; or (h) "Bodily injury" or "property damage" arising out of the sole negligence of the vendor for its own acts or omissions or those of its employees or anyone else acting on Its behalf. However, this exclusion does not apply to: (I) The exceptions contained in Subparagraphs (d) or (f); or (II) Such inspections, adjustments, tests or servicing as the vendor has agreed to make or normally undertakes to make in the usual course of business, in connection with the distribution or sale of the products. (2) This insurance does not apply to any inured person or organization from whom you have acquired such products, or any ingredient, part or container, entering into, accompanying or containing such products. b. Lessors Of Equipment (1) Any person or organization from whom you lease equipment; but only with respect to their liability for "bodily Injury", "property damage" or "personal and advertising injury" caused, in whole or in part, by your maintenance, operation or use of equipment leased to you by such person or organization. Page 12 of 24 Form SS 00 08 04 05 -30- BUSINESSLIABILITY COVERAGE FORM (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. C. Lessors. Of Land Or Premises (1) Any person or organization from whom you lease land or premises, but only with respect to liability arising out of the ownership, maintenance or use of that part of the land or premises leased to you. (2) With respect to the Insurance afforded to these additional insureds, this Insurance does not apply to: (a) Any "occurrence" which takes place after you cease to lease that land or be a tenant in that premises; or (b) Structural alterations, 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, 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 connection with your premises; or (b) In the performance of your ongoing operations performed by you or on your behalf, (2) With respect to the insurance afforded to these additional 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 activities. a. Permits Issued By State Or Political Subdivisions (1) Any state or political subdivision, but only with respect to operations performed by you or on your behalf for which the state or political subdivision has Issued a permit,. (2) With respect to the Insurance afforded to these additional insureds, this Insurance does not apply to: (a) "Bodily Injury", "properly damage" or "personal and advertising injury" arising out of operations performed for the state or municipality; or (b) "Booty injury' or "property damage" included within the "products- completed operations hazard". f. Any Other Party (1). Any other person or organization who is not an Insured under Paragraphs a. through' e, 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; .(b) In connection with your premises owned by or rented to you; or (c) in connection with "your work" and included within the "products - completed operations hazard", but only if The written contract or written agreement requires you to provide such coverage to such additional insured; and (ii) This Coverage Part provides coverage for 'bodily injury" or "property damage" included within the "products - completed operations hazard". (2) With respect to the Insurance afforded to these additional insureds, this Insurance does not apply to: "Bodily injury", "property damage" or "persona and advertising injury" arising out of the rendering of, or the failure to render, any professional architectural, engineering or surveying services, including: (I) Fot'm SS lap 08 04 :05 Page 13 of 24 -31- BUSINESS LIABILITY COVERAGE FORM (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 activities. The limits of insurance that apply to additional insureds are described in Section D. — Limits Of Insurance. How this insurance applies when other insurance is available to an additional insured is described in the Other Insurance Condition in Section E. — Liability And Medical Expenses General Conditions. No person or organization is an insured with respect to the conduct of any current yr past partnership, joint venture or limited liability company that is not shown as a Named Insured In the Declarations. D. LIABILITY AND MEDICAL EXPENSES LIMITS OF INSURANCE 1. The Most We Will Pay The Limits of insurance shown In the Declarations and the rules below fix the most we will pay regardless of the number of: a. Insureds; b. Claims made or "suits" brought; or c. Persons or organizations mailing claims or bringing "suits". 2. Aggregate Limits The most we will pay for: a. Damages because of "bodily injury" and "property damage" Included in the "products -completed operations hazard" is the Products -Completed Operations Aggregate Lintit shown In the Declarations, b. Damages because of all other 'bodily injury", "property damage" or"personal and advertising injury", Including medical expenses, is the General Aggregate Limit shown in the Declarations, This General Aggregate Limit applies separately to each of your "locations" owned by Or rented to you. "Location" means premises Involving the same or connecting lots, or premises whose connection is Interrupted only by a street, roadway or right-of-way of a railroad. Page 14 of24 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 explosion. 3. Each Occurrence Limit 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 the Declarations. 4. Personal And Advertising injury Limit Subject to 2.b. above, the most we will pay for the sum of all damages because of all "personal and advertising injury" sustained by any one person or organization is the Personal and Advertising Injury Limit shown in the Declarations. 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 owner. In the case of damage by fire, lightning or explosion, the Damage to Premises Rented To You Limit applies to ail damage proximately caused by the same event, whether such damage results, from fire, lightning or expiosion 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 subdivlslon; or b. The Limits of insurance shown In the Declarations. Such amount shall be a part of and not In addition to the Limits of Insurance shown In the Declarations and described In this Section. Form SS 00 08 04 05 -32- BUSINESS LIABILITY COVERAGE FORM 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 paragraph does not apply to the Medical Expenses limit set forth in Paragraph 3. above. The Limits of insurance of this Coverage Part apply separately to each consecutive annual period and to any remaining period of 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 partofthe last preceding period for purposes of determining the Limits of Insurance. E. LIABILITY' AND MEDICAL EXPENSES GENERAL CONDITIONS 1. Bankruptcy Bankruptcy or insolvency of the insured or of the 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 Occurrence Or Offense You or any additional Insured must see to 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 at any injured persons and witnesses; and /3)The nature and location of any Injury or damage arising out of the "occurrence" or offense. b. Notice Of Claim if a claim is made or "suit" is brought against any insured, you or any additional Insured must: (1) Immediately record the specifics of the claim or "suit" and the date received; and (2) Notify us as soon as practicable. You or any additional insured must see to it that we receive a written notice of the claim or "soft' as soon as practicable. c. Assistance And Cooperation Of The Insured You and any other Involved Insured roust: Immediately send us copies of any demands, notices, summonses « legal papers received in con eafaan With the claim or "suit" (2) Authorize us to obtain records and other Information; (3) Cooperate with us in the investigation, settlement of the claim or defense against the "suit", and (4) Assist us, upon our request, in the enforcement of any right against any person or organization that may be liable to the insured because of injury or damage to which this insurance may also apply. d. Obligations At The insured's Own COst No insured will, except at that Insureds own cost, voluntarily make a payment, assume any obligation, or incur any expense, other than for first ad, without our consent 0. Additional Insured's Other Insurance If we cover a claim or "suir 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 to any additional insured only when such "occurrence", offense, claim or "suir is known to: (1) You or any additional Insured that is an individual; (2) Any partner, if you or an additional Insured Is a partnership; (3) Any manager, if you or an additional Insured Is a limited liability company, (4); Any "executive officer" or insurance manager, if you or an additional Insured is a corporation; (5) Any trustee, if you or an additional Insured Is a trust; or (6) Any elected or appointed official, if you or an additional insured is a political subdivision or public entity. ('1) Form SS 00 08 04 05 Page 15 of 24 -33- BUSINESS LIABILITY COVERAGE FORM This Paragraph 1. applies separately to you and any additional insured. 3. Financial Responsibility Laws a. When 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. 4. Legal Action Against Us No person or organization has a right under this Coverage Form: a. To join us as a party or otherwise bring us into a "suit" asking for damages from an insured; or b. To sue us on this Coverage Form unless all of its terms have been fully compiled with. A person or organization may sue us to recover on an agreed settlement or on a final judgment against an Insured; but we will not be liable for damages that are not payable under the tens of this insurance or that are in excess of the applicable limit of insurance. An agreed settlement means a settlement and release of liability signed by us, the insured and the claimant or the claimant's legal representative. 5. Separation Of Insureds Except with respect to the Limits of Insurance, and any rights or duties specifically assigned in this policy to the first Named Insured, this insurance applies: a. As if each Named Insured were the only Named Insured; and b. Separately to each insured against whom a claim is made or"suit"`is brought, 6. Representations a. When You Accept This Policy By accepting this policy, you agree: (1) The statements in the Declarations are accurate and complete; (2) Those statements are based upon representations you made to us; and Page 16 of 24 (3) We have issued this policy in reliance upon your representations. b. Unintentional Failure To Disclose Hazards If unintentionally you should fail to disclose all hazards relating to the conduct of your business at the inception date of this Coverage Part, we shall not deny any coverage under this Coverage Part because of such failure. 7. Other Insurance If other valid and collectible insurance is available for a loss we cover under this Coverage Part, our obligations are limited as follows: a. Primary Insurance This insurance is primary except when b. below applies. If other insurance is also primary, we will share with all that other insurance by the method described in c. below. b. Excess Insurance This Insurance is excess over any of the other Insurance, whether primary, excess, 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"; Premises Rented To You That is fire, lightning or explosion insurance for premises rented to you or temporarily occupied by you with permission of the owner Tenant Liability That is 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. (2) (3) Form SS 00 08 04 05 -34- BUSIINESS'UABILiTY COVERAGE FORM (7) (6) When You Are Added As An Additional Insured To Other Insurance That is other`Insurance available to you covering liability for damages arising out Of the premises or operations, or products, and completed operations, for Which you have been added as an additional insured by that insurance; or When You Add Others As An Additional insured To This insurance That is other insurance available to an additional insured. However, the following provisions apply to other insurance available to any personor organization who is an additional insured under this Coverage Part: (a) Primary insurance When Required By Contract This insurance is primary if you have agreed in a written contract, written agreement or permit that this insurance be primary. If other Insurance Is also primary, we will share with all that other insurance by the method described in c. below. (b) Primary And Non -Contributory To Other Insurance When Required By Contract If you have agreed in a "written 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. Paragraphs (a) and (b) do not apply to other Insurance to which the additional insured has been added as an additional Insured. When this Insurance is 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 insureds rights against all those other Insurers. Form SS 00 08 04 05 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; er; and (2) The total of all deductible and self - Insured amounts under all that other Insurance. We will share the remaining loss, if any, with any other Insurance that is not described in thls,Excess Insurance provision and was not bought specifically to apply in excess of the Limits of Insurance shown in the Declarations of this Coverage Part. c. Method Of Sharing If all the other insurance permits contribution by equal shares, we will follow this method also. Under this approach, each insurer contributes equal amounts until it has paid its applicable limit of Insurance or none of the loss remains, whichever comes first. If arty 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 a. Transfer Of Rights Of Recovery If the Insured has rights to recover all or. part of any payment, Including Supplementary Payments, we have made under this Coverage Part, those rights are transferred to us. The insured must do nothing after loss to impair them, At our request, the insured will bring *still" or transfer those rights to us and heip us enforce them. This condition does not apply to Medical Expenses Coverage. b. Waiver Of Rights Of Recovery (Waiver Of Subrogation) If the Insured has waived any rights of recovery against any person or organization for all or part of any payment, Including Supplementary Payments, we have made under this Coverage Part, we also waive that right, provided the Insured waived their rights of recovery against such person or organization in a contract, agreement or permit that was executed prior to the injury or damage. Paxte17 of 24 -35- BUSINESS LIABILITY COVERAGE FORM F. OPTIONAL ADDITIONAL INSURED COVERAGES If listed or shown as applicable in the Declarations, one or more of the following Optional Additional Insured Coverages also apply. When any of these Optional Additional Insured Coverages apply, Paragraph 6. (Additional Insureds When Required by Written Contract, Written Agreement or Permit) of Section C., Who is An Insured, does not apply to the person or organization shown In the Declarations. These coverages are subject to the terms and conditions applicable to Business Lability Coverage in this policy, except as provided below: 1. Additional Insured Designated Person Or Organization WHO IS AN INSURED under Section C. is amended to include as an additional insured the person(s) or organization(s) shown in the Declarations, 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; or b. In connection with your premises owned by or rented to you. 2. Additional Insured - Managers Or Lessors Of Premises a. WHO IS AN INSURED under Section C. is amended to include as an additional insured the person(s) or organization(s) shown in the Declarations as an Additional Insured - Designated Person Or Organization; but only with respect to liability arising out of the ownership, maintenance or use of that part of the premises leased to you and shown in the Declarations. b. With respect to the insurance afforded to these additional insureds, the following additional exclusions apply: This insurance does not apply to: (1) Any "occurrence" which takes place after you cease to be a tenant in that premises; or (2) Structural alterations, new construction or demolition operations performed by or on behalf of such person or organization. Page 18 of 24 3. Additional Insured - Grantor Of Franchise WHO IS AN INSURED under Section C. is amended to include as an additional insured the person(s) or organization(s) shown in the Declarations as an Additional Insured - Grantor Of Franchise. but only with respect to their liability as grantor of franchise to you. 4. Additional Insured - Lessor Of Leased Equipment a. WHO IS AN INSURED under Section C. is amended to Include as an additional insured the person(s) or organization(s) shown in the Declarations as an Additional Insured Lessor of Leased Equipment, but only with respect to liability for "bodily injury" "property damage" or "personal and advertising injury" caused, in whole or in part, by your maintenance, operation or use of equipment leased to you by such person(s) or organization(s): b. With respect to the insurance afforded to these additional Insureds, this insurance does not apply to any "occurrence" which takes place after you cease to lease that equipment. 5. Additional insured - Owners Or Other Interests From Whom Land Has Been Leased a. WHO IS AN INSURED under Section C. Is amended to include as an additional insured the person(s) or organization(s) shown in the Declarations as an Additional Insured — Owners Or Other interests From Whom Land Has Been Leased, but only with respect to liability arising out of the ownership, maintenance or use of that part of the land leased to you and shown in the Declarations, b. With respect to the insurance afforded to these additional insureds, the following additional exclusions apply: This insurance does not apply to: (1) Any "occurrence" that takes place after you cease to lease that land; or (2) Structural alterations, new construction or demolition operations performed by or on behalf of such person or organization. 6. Additional Insured - State Or Political Subdivision — Permits a. WHO IS AN INSURED under Section C. Is amended to include as an additional insured the state or political subdivision shown in the Declarations as an Additional Form SS 00 08 04 05 -36- BUSINESS LIABILITY COVERAGE FORM Insured - State Or Political Subdivision - Permits, but only With respect to operations performed by you Or on your behalf for which the state or political subdivisionhas issued a permit. b. With respect to the insurance afforded to these additional insureds, the following additional exclusions_ apply; This insurance does, not apply to: (1) "Bodily injury", "property damage" or "personal and advertising injury" arising out of operations performed for the state or municipality; or (2) "Bodily injury" or "property damage" included In the "product -completed operations" hazard. 7. Additional Insured Vendors a. WHO IS AN INSURED under Section C. is amended to Include As an additional insured the person(s) or Organization(s) (referred to below as vendor) shown in the Declarations as an Additional Insured Vendor, but only with respect to "bodily Injury" or "property damage" arising out of 'your products" which are distributed or sold in the regular course of the vendors business and only If this Coverage Part provides coverage for "bodily injury" or "property damage" Included within the "products -completed operations hazard". b. The insurance afforded to the vendor is subject to the following additional exclusions: (1) This insurance does not apply to: (a) "Bodily injury" or "property damage" for which the vendor is obligated to pay damages by reason ; of the assumption; of liability in acontract -or agreement.. This exclusion does not apply to liability for damages that the vendor would have in the absence of the contract or agreement (b) Any express warranty unauthorized by you; (c) Any physical or chemical change In the product made intentionally byihe vendor; (d) Reparckaging, unless unpacked solely for the purpose of Inspection, demonstration, testing, or the substitution of parts under instructions from the manufacturer, and then repackaged in the original container; (a) My failure to make such inspections, adjustments, tests or Servicing as the vendor has agreed to make or normally undertakes to make in the usual course of business, in connection with the distribution or sale of the products; (f) Demonstration, installation, servicing or repair operations, except such operations performed at the vendor's premises in connection with the sale of the product; (g) Products which, after distribution or sale by you, have been labeled or relabeled or used as a container, part or ingredient of any other thing or substance by or for the vendor; or (h) "Bodily Injury" or "property damage" arising out of the sole negligence of the vendor for its own acts or omissions or those of its employees or anyone else acting on its behalf. However, this exclusion does not apply to: (I) The exceptions contained in Subparagraphs (Cl) or (1); or (II) Such Inspections, adjustments, tests or servicing as the vendor has agreed to make or normally undertakes to make in the usual course of business, in connection with the distribution or sale of the products. (2) This insurance does not apply to any Insured person or organization from whom you have acquired such products, or any ingredient, part or container, entering into, accompanying or containing such products. 8. Additional Insured - Controlling Interest 1NHb IS AN INSURED under Section C. is amended to include as an additional Insured the person(s) or organizalion(s) shown in the Declarations as art Additional Insured - Controlling Interest, but only with respect to their liability arising out of: a. Their financial control of you; or b. Premises they own, maintain or control while you lease or occupy these premises. Form SS 00 08 04 05 Page 18.ef'24 -37- BUSINESS LIABILITY COVERAGE FORM This insurance does not apply to structural alterations, new construction and demolition operations performed by or for that person or organization. 9 Additional insured° — Owners, Lessees Or Contractors — Scheduled Person Or Organization a. WHO IS AN INSURED under Section C. is amended to Include as an additional insured the person(s) or organization(s) shown in the Declarations as an Additional Insured — Owner, Lessees Or Contractors, but only with respect to liability for "bodily injury", "property damage" or "personal and advertising injury" caused, in whole or in part, by your acts or omissions or the acts or omissions of those acting on your behalf: (1) in the, performance of your ongoing operations for the additional insured(s); or (2) In connection with "your work" performed for that additional insured and included within the "products - completed operations hazard", but only If this Coverage Part provides coverage for "bodily Injury" or "property damage" Included within the "products -completed operations hazard". b. With respect to the insurance afforded to these additional 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 Promises WHO IS AN INSURED under Section C. Is amended to Include as an additional insured the person(s) or Organization(s) shown in the Declarations as an Additional Insured — Co - Owner Of Insured Premises, but only with respect to their liability as co-owner of the premises shown in the Declarations. Page 20 of 24 The limits of insurance that apply to additional insureds are described in Section D. — Limits Of insurance. How this insurance applies when other insurance Is available to an additional Insured is described in the Other Insurance Condition in Section E. — Liability And Medical Expenses General Conditions, G. LIABILITY AND MEDICAL EXPENSES DEFINITIONS 1. "Advertisement" means the widespread public dissemination of information or images that has the purpose of inducing the sale of goods, products or services through: a. (1) Radio; (2) Television; (3) Billboard; (4) Magazine; (5) Newspaper, b. The Internet, but only that part of a web site that is about goods, products or services for the purposes of inducing the sale of goods, products or services; or c. Any other publication that is given widespread public distribution. However, "advertisement" does not include: a. The design, printed material, information or images contained In, on or upon the packaging or labeling of any goods or products; or b. An Interactive conversation between or among persons through a computer network. 2. "Advertising idea" means any idea for an "advertisement". 3. "Asbestos hazard" means an exposure or threat of exposure to the actual or alleged properties of asbestos and includes the mere presence of asbestos in any form. 4. "Auto" means a land motor vehicle, trailer or semi -trailer designed for travel on public roads, 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 by a person and, if arising out of the above, mental anguish or death at any time. 6. "Coverage territory" means: Form SS00080405 -38- BUSINESS LIABILITY COVERAGE FORM a. The United States of`America (Including Its territories and; possessions), Puerto Rico and Canada; b. International waters or airspace, but only if the Injury or damage occurs in the course of travel or transportation between any places Included in a. above; c. Ali other parts of the world if the injury or damage arises out of: (1) Goods or products made or sold by you in the territory described in a. above; (2) The activities of a person whose home is In the territory described in a. above, but Is away for a short time on your business; or "Personal and advertising injury" offenses that take place through the Internet or similar electronic means of communication provided the insured's responsibility to. pay damages Is determined in the United States of America (including Its territories and possessions), Puerto Rico or Canada, In a "suit" on the merits according to the substantive law In such territory, or in a settlement we agree to, 7. "Electronic data" means Information, facts or programs: a. Stored as or on; b. Created or used on; or c. Transmitted to or from computer software, including systems and applications software, hard or floppy disks, CD-ROMS, tapes, drives, cells, data processing devices or any other media which are used with electronically controlled equipment. 8. "Employee" includes a leased worker". "Employee" does not include a "temporary worker". .(3) 9. "Executive officer" means a person holding any of theofficer positions created by your charter, constitution, by-laws or any other similar governing document. 10. "Hostile fire" means one which becomes uncontrollable or breaks out from where it was intended to be. 11. "Impaired property" means tangible property. other than "your product" or "your work", that cannot be used or is, less useful because: a. It incorporates "your product" or "your work" that is known or thought to be defective, deficient, inadequate or dangerous; or Form SS 00 08 04 05 b. You have failed to fulfill the terms of a contras or agreement; if such property can be restored to use by: a. The repair, replacement, adjustment or removal of "'your product" or "your work"; or b. Your fulfilling the terms of the contract or agreement. 12. "Insured contract" means: a. A contract for a lease of premises. However, that portion of the contract for a lease of premises that indemnifies any person or organization for damage by fire, lightning or explosion to premises while rented to you or temporarily occupied by you with permission of the owner is subject to:. the Damage To Premises Rented To You limit described in Section D. — Liability and Medical Expenses Limits of Insurance. b. A sidetrack agreement; c. Any easement or license agreement, including an easement or license agreement In connection with construction or demolition operations on or within 50 feet of a railroad; d. Any obligation, as required by ordinance, to indemnify a municipality, except in connection with work for a municipality; a. An elevator maintenance agreement; or f. That part of any other contract or agreement pertaining to your business (including an indemnification of a municipality in connection with work performed for a municipality) under which you assume the tort liability of another party to pay for "bodily injury" or "property damage" to a third person or organization, provided the "bodily Injury" or "property damage" is caused, in whole or in part, by you or by those acting on your behalf. Tort liability means,a liability that would be imposed by law in the absence of any contract or agreement. Paragraph f. Includes that part of any contract or agreement that indemnifies a railroad for "bodily Injury" or "property damage" arising out of construction or demolition operations within 5O feet of any railroad property and affecting any railroad bridge or trestle, tracks, road -beds, tunnel, underpass or crossing. However, Paragraph t. does not include that part of any contract or agreement: Page 21 of 24 -39- BUSINESS 'LIABILITY COVERAGE FORM (1) That indemnifies en architect, engineer or surveyor ibr injury or damage arising out of: (a) Preparing, approving or failing to prepare or approve maps, shop drawings, opinions, reports, surveys, field orders, change orders, designs or drawings and specifications; or (b) Giving directions or instructions, or failing to give them, if that is the primary cause of the Injury or damage; or (2) Under which the Insured, if an architect, engineer or surveyor assumes liability for an !njuty or damage arising out of the insureds rendering or failure to render professional services, including those listed in (1) above and supervisory, inspection, architectural or engineering activities, 13. "Leased 'wor#rrmeans 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 properly: a. After it is moved from the place where it is accepted for movement Into or onto an aircraft, watercraft or "auto'; b. While II is in or on an aircraft, watercraft or "auto"; 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 ihe 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 rusk; 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: Page 22 of 24 (1) Power cranes, shovels, loaders, diggers or drills; or (2) Road construction or resurfacing equipment such as graders, scrapers or rollers; e. Vehicles not described in a., b., a., or d. above that are not self-propelled and are maintained primarily to provide mobility to permanently attached equipment of the following types: (1) Air 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; f. Vehicles not described in a., b., c., or d. above maintained primarily for purposes other than the transportation of persons or cargo. However, self-propelled vehicles with the following types of permanently attached equipment are not "mobile equipment' but will be considered "autos": (1) Equipment, of at least 1,000 pounds gross vehicle weight, designed primarily for: (a) Snow removal; (b) Road maintenance, but not construction or resurfacing; or (0) Street cleaning; (2) Cherry pickers and similar devices mounted on automobile or truck chassis and used to raise or lower workers; and (3) Air compressors, pumps and generators, including spraying, welding, building cleaning. 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; Form SS 00,01 i4 05 -40- BUSINESS LIABILITY COVERAGE FORM 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 privacy; 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, adds, alkalis, chemicals and waste. Waste includes materials to be recycled, reconditioned or reclaimed. 19. "Products -completed operations hazard"; a. Includes all "bodily Injury" and "property damage" occurring away from premises you own or rent and arising out of "your product" or "your work" except: (1) Products that are still in your physical possession; or (2) Work that has not yet been completed or abandoned. However, "your work" will be deemed to be completed at the earliest of the following times: (a) When all of the work called for in your contract has been completed. (b) When all of the work to be done at the job site has been completed if your contract calls for work at more than one job site. (c) When that part of the work done at a job site has been put to its intended use by any person or organization other than another contractor or subcontractor working on the same project. Form SS 00 08 04 05 Work that may need service, maintenance, correction, repair or replacement, but which is otherwise complete, will be treated as completed. The "bodily injury" or "property damage" must occur away from premises you own or rent, unless your business includes the selling, handling or distribution of "your product" for consumption on premises you own or rent. b. Does not include "bodily injury" or "property damage" arising out of: {1) The transportation of property, unless the injury or damage arises out of a condition in or on a vehicle not owned or operated by you, and that condition was created by the °loading or unloading" of that vehicle by any insured; or (2) The existence of tools, uninstalled equipment or abandoned or unused materials. 20. "Property damage" means: a, Physical injury to tangible property, including all resulting loss of use of that property. All such loss of use shall be deemed to occur at the time of the physical injury that caused it; or b. Loss of use of tangible property that is not physically injured. All such loss of use shall be deemed to occur at the time of "occurrence" that caused it. As used in this definition, "electronic data" is not tangible properly. 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. "Suit" includes: 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 short-term workload conditions. 23. "Volunteer worker" means a person who: a. is not your "employee"; Page 23 of 24 -41- BUSINESS LIABILITY COVERAGE FORM b. Donateshtsor her work; C. Acts at the. direction of end within the scope of duties determined by you; and d. Is not paid a fee, salary or other compensation by you or anyone else for their work performed for you. 24. "Your producr., a. Means: (1.) Any goodsCir products, other than real prOperty, manufactured, sold, handled, distributed or disposed of by: (a) You; (b) Others trading Under your name; Or (c) A person or organization whose business or assets you have acquired; and (2) Containers, (other than vehicles), materials„ parts or equipment furnished in connection with 'stich goodt...0r products. b. Includes: (1) Warranties or representationsmade at any time with respect to the Illness, quality, durability, performance or USe of your product": and (2) The providing of or failure to provide Warnings or instructions. c. Does not include vending machines or other property rented to or located for the use of others but not sold. 25. "Your work": a, Means: (1) Work or operations performed by you or on your behalf, and (2) Materials, parts or equipment furnished in connection with such work or operations. b. Includes. (1) Warranties or representations made at any time with respect to the fitness, quality, durability, performance or use of "your work"; and (2) The providing of or failure to provide warnings or instructions. Page 24 of 24 FOnTiSS 00 08 04 05 -42- RESOLUTION NO. 2017 — RESOLUTION OF THE CITY COUNCIL OF THE CITY OF NATIONAL CITY AUTHORIZING THE MAYOR TO EXECUTE A TWO-YEAR AGREEMENT WITH PROJECT PROFESSIONALS CORPORATION FOR A NOT -TO -EXCEED AMOUNT OF $2,000,000 TO PROVIDE ON -CALL PROJECT SUPPORT SERVICES FOR NATIONAL CITY'S CAPITAL IMPROVEMENT PROGRAM, INCLUDING, BUT NOT LIMITED TO, PROJECT MANAGEMENT; ENGINEERING; CONSTRUCTION MANAGEMENT, INSPECTIONS AND CERTIFIED PAYROLL; PLAN REVIEWS; CONSTRUCTABILITY REVIEWS; COMMUNITY OUTREACH AND COMMUNICATIONS; AND LEGAL SUPPORT FOR PUBLIC WORKS CONTRACTS AND/OR DISPUTES; AND AUTHORIZING THE CITY MANAGER TO EXECUTE ANY PROJECT -SPECIFIC SUPPLEMENTAL AGREEMENTS, AS MAY BE REQUIRED FOR GRANT FUNDED PROJECTS WHEREAS, the Engineering Department issued Requests for Proposals to professional firms to provide on -call project support services for National City's Capital Improvement Program ("CIP"), including, but not limited to, project management, engineering, contract management, construction management and inspections, certified payroll, plan reviews, constructability reviews, community outreach and communications, and legal support for public works contracts and/or disputes; and WHEREAS, 51 responses to the Requests for Proposals were received and reviewed, taking into consideration, among other things, past performance history, knowledge of the environment, the type of services offered, and the cost to the City; and WHEREAS, staff recommends Project Professionals Corporation for a not -to - exceed amount of $2,000,000 to provide on -call project support services for National City's CIP, including, but not limited to, project management; engineering; construction management, inspections and certified payroll; plan reviews; constructability reviews; community outreach and communications; and legal support for public works contracts and/or disputes.; and WHEREAS, the City has determined that Project Professionals Corporation is qualified by experience and ability to perform the services desired by the City, Project Professionals Corporation is willing to perform such services for the not to exceed amount of $2,000,000 from June 6, 2017 through June 5, 2019. NOW, THEREFORE, BE IT RESOLVED that the City Council hereby approves the selection of Project Professionals Corporation, and authorizes the Mayor to execute an Agreement with Project Professionals Corporation in the not to exceed amount of $2,000, to provide on -call project support services for National City's CIP, including, but not limited to, project management; engineering; construction management, inspections and certified payroll; plan reviews; constructability reviews; community outreach and communications; and legal support for public works contracts and/or disputes. Said Agreement is on file in the office of the City Clerk. BE IT FURTHER RESOLVED that the City Council hereby authorizes the City Manager to execute any project -specific supplemental agreements as may be required for grant funded projects. [Signature Page to Follow] Resolution No. 2017 — Page Two PASSED and ADOPTED this 6'h day of June, 2017. Ron Morrison, Mayor ATTEST: Michael R. Dalla, City Clerk APPROVED AS TO FORM: Angil P. Morris -Jones City Attorney CITY OF NATIONAL CITY Office of the City Clerk 1243 National City Blvd., National City, California 91950-4397 619-336-4228 Michael R. Dalla, CMC - City Clerk June 26, 2017 Mr. Byron Wade Project Professionals Corporation 4499 Ruffin Road, Suite 250 San Diego, CA 92123 Dear Mr. Wade, On June 6th, 2017, Resolution No. 2017-88 was passed and adopted by the City Council of the City of National City, authorizing execution of an Agreement with Project Professionals Corporation. We are enclosing for your records a certified copy of the above Resolution and a fully executed original Agreement. Sincerely, 4-4riztib .16, Michael R. Dalla, CMC City Clerk Enclosures