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23-084 Rogers Stringer & McClelland for Design and Construction Support for Blackberry Farm Pool ImprovementsDesign and Construction Support for Blackberry Farm Pool Improvements
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DESIGN PROFESSIONAL SERVICES AGREEMENT (SINGLE)
WITH ROGERS STRINGER & MCCLELLAND, INC
1. PARTIES
This Agreement is made by and between the City of Cupertino, a municipal corporation (“City”),
and Rogers Stringer & McClelland, Inc (“Consultant”), a Corporation for Design and Construction
Support for Blackberry Farm Pool Improvements (“Project”), and is effective on the last date signed
below (“Effective Date”).
2. SERVICES
2.1 Basic Services. Consultant agrees to provide the Basic Services for the Project, which are set
forth in detail in the Scope of Services, attached here and incorporated as Exhibit A, and as further
specified in Consultant’s written Proposal as approved by City, except for any provision in the
Proposal which conflicts or is inconsistent with this Agreement and the Exhibits hereto, or as
otherwise expressly rejected by City. Consultant further agrees to carry out its work in compliance
with any applicable local, State, or Federal order regarding COVID-19.
2.2 Additional Services. City may request at any time during the Contract Time that Consultant
provide additional services for the Project, which are not already encompassed, expressly or implicitly,
in the Agreement, the Scope of Services, or the Proposal (“Additional Services”). Additional Services
must be authorized in writing by City and Consultant will not be paid for unauthorized Additional
Services rendered. Additional Services are subject to all the provisions applicable to Basic Services,
except and only to the extent otherwise specified by City in writing.
All references to “Services” in the Agreement include Basic Services and Additional Services, unless
otherwise stated in writing. The Services may be divided into separate sequential tasks, as further
specified in this Agreement, the Scope of Services, and Consultant’s Proposal.
Consultant is solely responsible for its errors and omissions and those of its subconsultants, and must
promptly correct them at its sole expense. Consultant must take appropriate measures to avoid or
mitigate any delay, liability, and costs resulting from its errors or omissions.
3. TIME OF PERFORMANCE
3.1 Term. This Agreement begins on the Effective Date and ends on June 30, 2024, unless
terminated earlier as provided herein (“Contract Time”). The City’s appropriate department head or
City Manager may extend the Contract Time through a written amendment to this Agreement,
provided such extension does not include additional contract funds. Extensions requiring additional
contract funds are subject to the City’s purchasing policy.
3.2 Schedule of Performance. All Services must be provided within the times specified in Exhibit
B, Schedule of Performance, attached and incorporated here. Consultant must promptly notify City of
any actual or potential delay in providing the Services as scheduled to afford the Parties adequate
opportunity to address or mitigate delays. If the Services are divided by tasks, Consultant must begin
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work on each separate task upon receiving City’s Notice to Proceed (“NTP”), and must complete each
task within the time specified in Exhibit B.
3.3 Time is of the essence for the performance of all the Services. Consultant must have sufficient
time, resources, and qualified staff to deliver the Services on time.
4. COMPENSATION
4.1 Maximum Compensation. City will pay Consultant for satisfactory performance of the Basic
Services and Additional Services, if approved, a cumulative total amount that will be capped so as not
to exceed $22,800.00 (“Contract Price”), as specified in Exhibit C, Compensation, attached and
incorporated here. The Contract Price includes all expenses and reimbursements and will remain in
place even if Consultant’s actual costs exceed the capped amount. No extra work or payment is
permitted in excess of the Contract Price.
4.2 Basic Services. City will pay Consultant $20,800.00 (“Lump Sum Price”) for the complete
and satisfactory performance of the Basic Services in accordance with Exhibit C. The Lump Sum Price
is inclusive of all time and expenses, including, but not limited to, sub-Consultants’ costs, materials,
supplies, equipment, travel, taxes, overhead, and profit. If the Basic Services are not fully completed,
Consultant will be compensated a percentage of the Lump Sum Price proportionate to the percentage
of Basic Services that were completed to City’s reasonable satisfaction.
4.3 Additional Services. City has the discretion, but not the obligation, to authorize Additional
Services up to an amount not to exceed $2,000.00 Additional Services provided to City’s reasonable
satisfaction will be compensated on a lump sum basis or based on time and expenses, in accordance
will the Hourly Rates and Reimbursable Expenses Schedules included in Exhibit C. If paid on an
hourly basis, Consultant will be compensated for actual costs only of normal business expenses and
overhead, with no markup or surcharge (“Reimbursable Expenses”). Consultant will not be entitled to
reimbursement for copying, printing, faxes, telephone charges, employee overtime, or travel to City
offices or to the Project site.
4.4 Invoices and Payments. Monthly invoices must describe the Services completed and the
Amount due for the preceding month. City will pay Consultant within thirty (30) days following
receipt of a properly submitted and approved invoice for Services. The invoice must separately itemize
and provide subtotals for Basic Services and Additional Services, and must state the percentage of
completion for each task, as specified in Exhibit C. City will notify Consultant in writing of any
disagreements with the invoice or the stated percentage of completion of tasks. If the disagreement is
unresolved, City will pay Consultant only for the undisputed portion of the Services. Disputed amounts
shall be subject to the Dispute Resolution provision of this Agreement.
a. Time and Expenses. For Additional Services provided on an hourly basis, each invoice
must also include, for each day of Services provided: (i) name and title of each person
providing Services; (ii) a succinct summary of the Services performed by each person;
(iii) the time spent per person, in thirty (30) minute increments; (iv) the hourly billing
rate or Sub- Consultant charge and payment due; and (v) an itemized list with amounts
and explanation for all permitted reimbursable expenses.
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b. Rates and Receipts. All hourly rates and reimbursable expenses must conform to the
City- approved rates set forth in Exhibit C, which will be in effect for the entire Contract
Time. Each invoice must attach legible, dated receipts for Reimbursable Expenses.
5. INDEPENDENT CONTRACTOR
5.1 Status. Consultant is an independent Consultant and not an employee, partner, or joint venture
of the City. Consultant is solely responsible for the means and methods of performing the Services
and shall exercise full control over the employment, direction, compensation and discharge of all
persons assisting Consultant in performing the Services. Consultant is not entitled to health benefits,
worker’s compensation, retirement, or any City benefit.
5.2 Qualifications and Standard of Care. Consultant represents on behalf of itself and its sub-
Consultants that they have the qualifications and skills to perform the Services in a competent and
professional manner, as exercised by design professionals performing similar services in the San
Francisco Bay Area. Services may only be performed by qualified and experienced personnel or
subconsultants who are not employed by City and do not have any contractual relationship with City
excepting this Agreement. All Services must be performed as specified to City’s reasonable satisfaction.
5.3 Permits and Licenses. Consultant warrants on behalf of itself and any sub-Consultants that
they are properly licensed, registered, and/or certified to perform the Services, as required by law, and
that they have procured a valid City Business License, if required by the Cupertino Municipal Code.
5.4 Sub-Consultants. Unless prior written approval from City is obtained, only Consultant’s
employees and sub-Consultants whose names are included in this Agreement and incorporated
Exhibits may provide Services under this Agreement. Consultant must require all sub-Consultants to
furnish proof of insurance for workers’ compensation, commercial liability, auto, and professional
liability in reasonable conformity to the insurance required of Consultant. The terms and conditions
of this Agreement shall be binding on all sub-Consultants relative to the portion of their work.
5.5 Tools, Materials, and Equipment. Consultant will supply and shall be responsible for all
tools, materials, and equipment required to perform the Services under this Agreement.
5.6 Payment of Benefits and Taxes. Consultant is solely responsible for the payment of
employment taxes incurred under this Agreement and any similar federal or state taxes. Consultant
and any of its employees, agents, and subcontractors shall not have any claim under this Agreement
or otherwise against City for seniority, vacation time, vacation pay, sick leave, personal time off,
overtime, health insurance, medical care, hospital care, insurance benefits, social security,
disability, unemployment, workers compensation or employee benefits of any kind. Consultant
shall be solely liable for and obligated to pay directly all applicable taxes, fees, contributions, or
charges applicable to Consultant’s business including, but not limited to, federal and state income
taxes. City shall have no obligation whatsoever to pay or withhold any taxes or benefits on behalf
of Consultant. Should any court, arbitrator, or administrative authority, including but not limited to
the California Public Employees Retirement System (PERS), the Internal Revenue Service or the
State Employment Development Division, determine that Consultant, or any of its employees,
agents, or subcontractors, is an employee for any purpose, then Consultant agrees to a reduction in
amounts payable under this Agreement, or to promptly remit to City any payments due by the City
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as a result of such determination, so that the City’s total expenses under this Agreement are not
greater than they would have been had the determination not been made.
5.7 Errors and Omissions. Consultant is solely responsible for its errors and omissions and
those of its sub-Consultants, and must take prompt measures to avoid, mitigate, and correct them at
its sole expense.
6. PROPRIETARY/CONFIDENTIAL INFORMATION
During the Contract Time, Consultant may have access to private or confidential information owned
or controlled by the City, which may contain proprietary or confidential details, the disclosure of
which to third parties may be damaging to City. Consultant shall hold in confidence all City
information and use it only to perform this Agreement. Consultant shall exercise the same standard of
care to protect City information as a reasonably prudent Consultant would use to protect its own
proprietary data.
7. OWNERSHIP OF MATERIALS
7.1 Property Rights. Subject to City meeting its payment obligations for the Services, any interest
(including copyright interests) of Consultant in any product, memoranda, study, report, map, plan,
drawing, specification, data, record, document, or other information or work, in any medium, prepared
by Consultant under this Agreement (“Work Product”), will be the exclusive property of the City upon
completion of the work to be performed hereunder or upon termination of this Agreement, to the
extent requested by City. In any case, no Work Product shall be shown to a third-party without prior
written approval by City
7.2 Copyright. To the extent permitted by Title 17 of the U.S. Code, all copyrights to the Work
Product prepared/created by Consultant and its sub-Consultants and all copyrights in such Work
Product shall constitute City property. If it is determined under federal law that the Work Product is
not “works for hire,” Consultant hereby assigns to City all copyrights to the Work Product when and
as created, and shall require sub-Consultants to do the same. Consultant may retain copyrights to its
standard details, but hereby grants City a perpetual, non-exclusive license to use such details.
7.3 Patents and Licenses. Consultant must pay royalties or license fees required for authorized
use of any third party intellectual property, including but not limited to patented, trademarked, or
copyrighted intellectual property if incorporated into the Services or Work Product of this Agreement.
7.4 Re-Use of Work Product. Unless prohibited by law and without waiving any rights, City may
use or modify the Work Product of Consultant and its sub-Consultants to execute or implement any of
the following, but Consultant shall not be responsible or liable for City’s re-use of Work Product:
(a) For work related to the original Services for which Consultant was hired;
(b) To complete the original Services with City personnel, agents or other Consultants;
(c) To make subsequent additions to the original Services; and/or
(d) For other City projects.
7.5 Deliverables and Format. Electronic and hard copies of the Work Product constitute part of
the Deliverables required under this Agreement, which shall be provided to City on recycled paper and
copied on both sides, except for one single-sided original. Large-scale architectural plans and similar
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items must be in CAD and PDF formats, and unless otherwise specified, other documents must be in
Microsoft Office applications and PDF formats.
8. RECORDS
8.1 Consultant must maintain complete, accurate, and detailed accounting records relating to the
Services and Compensation, in accordance with generally accepted accounting principles and
procedures. The records must include detailed information about Consultant’s performance,
benchmarks, and deliverables. The records and supporting documents must be kept separate from
other files and maintained for a period of four (4) years from the date of City’s final payment.
8.2 Consultant will provide City full access to Consultant’s books and records for review and
audit, to make transcripts or copies, and to conduct a preliminary examination of all the work, data,
documents, proceedings, and activities related to this Agreement. If a supplemental examination or
audit of Consultant’s records discloses non-compliance with appropriate internal financial controls, a
contract breach, or a failure to act in good faith, City will be entitled to recover from Consultant the
costs of the supplemental examination. If this is a lump sum fee Agreement, City will be provided
access to records of reimbursable expenses and the instruments of service/deliverables for review and
audit. This Section 8 survives the expiration/termination of this Agreement.
8.3 Consultant acknowledges that certain documents generated or received by Consultant in
connection with the performance of this Agreement, including but not limited to correspondence
between Consultant and any third party, are public records under the California Public Records Act,
California Government Code section 6250 et seq. Consultant shall comply with all laws regarding the
retention of public records and shall make such records available to the City upon request by the City,
or in such manner as the City reasonably directs that such records be provided.
9. ASSIGNMENT
Consultant shall not assign, sublease, hypothecate, or transfer this Agreement, or any interest therein,
directly or indirectly, by operation of law or otherwise, without prior written consent of City. Any
attempt to do so will be null and void. Any changes related to the financial control or business nature
of Consultant as a legal entity will be considered an Assignment subject to City approval, which shall
not be unreasonably withheld. For purposes of this provision, control means fifty percent (50%) or
more of the voting power of the business entity. This Agreement binds Consultant, its heirs, successors
and assignees.
10. PUBLICITY / SIGNS
Any publicity generated by Consultant for the project under this Agreement, during the term of this
Agreement and for one (1) year thereafter, will reference the City’s contributions in making the
project possible. The words “City of Cupertino” will be displayed in all pieces of publicity, including
flyers, press releases, posters, brochures, public service announcements, interviews, and newspaper
articles. No signs may be posted, exhibited, or displayed on or about City property, except signage
required by law or this Agreement, without prior written approval from the City.
11. INDEMNIFICATION
11.1 To the fullest extent allowed by law and except for losses caused by the sole or active
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negligence or willful misconduct of City personnel, Consultant agrees to indemnify, defend, and hold
harmless the City as follows:
a. Indemnity for Design Professional Liability: With respect to the performance of
design professional services by a design professional as defined in California Civil Code Section
2782.8, to the fullest extent permitted by law, Consultant shall indemnify and hold harmless City, its
officers, officials, agents, employees, and volunteers (collectively and/or individually “City”) from
and against any and all liabilities, claims, damages, losses, costs, or expenses (including, without
limitation, costs, attorneys’ fees, and expert fees of litigation and alternative dispute resolution) of
every nature to the extent arising out of, pertaining to, or relating to the negligence, recklessness, or
willful misconduct of Consultant or any of its officers, employees, servants, agents, or subcontractors
(collectively and/or individually “Consultant”), in the performance of this Agreement or failure to
comply with any obligations of the Agreement. If it is finally determined (through a non-appealable
judgment or an agreement between City and Consultant) that liability is caused by the comparative
negligence or willful misconduct of City, then Consultant’s indemnification and hold harmless
obligation shall not exceed Consultant’s finally determined percentage of liability based upon the
comparative fault of Consultant.
Irrespective of any language to the contrary in this Agreement, the Consultant has no duty to provide
or to immediately pay for an up-front defense of City against unproven claims or allegations, but shall
reimburse those litigation costs and expenses (including, without limitation, attorneys’ fees, and expert
fees) incurred by the City to the extent caused by the negligence, recklessness, or willful misconduct
of Consultant. In no event shall the cost to defend charged to Consultant exceed Consultant’s
proportional percentage of fault, except as described in Section 2782.8(a) and (e) of the California
Civil Code.
b. Claims Involving Intellectual Property. Consultant shall indemnify, defend, and
hold harmless Indemnitees from and against any claim involving intellectual property,
infringement, or violation of a United States patent right or copyright, trade secret, trademark, or
service mark or other proprietary or intellectual property rights, which arises out of, pertains to, or
relates to Consultant’s negligence, recklessness, or willful misconduct. Such costs and expenses
will include reasonable attorney fees for legal counsel of City’s choice, expert fees, and all other
costs and fees of litigation.
c. Claims for Other Liability. Except as provided in subsections 11.1(a) and (b), to
the fullest extent permitted by law, Consultant shall hold harmless, defend (with counsel agreed to
by City), and indemnify City and its officers, officials, agents, employees, and volunteers
(collectively and/or individually “City”) from and against any and all liability, claim, loss, damage,
expense, costs (including, without limitation, costs, attorneys’ fees, and expert fees of litigation) of
every nature arising out of, related to, or in connection with the performance of work hereunder by
Consultant or any of its officers, employees, servants, agents, or subcontractors, or the failure of
the same to comply with any of the obligations contained in this Agreement, except such loss or
damage which was caused by the sole negligence or sole willful misconduct of the City.
Consultant’s duty to defend applies immediately, whether or not liability is established. An allegation
or determination that persons other than Contractor are responsible for the claim does not relieve
Contractor from its separate and distinct obligation to defend as stated herein.
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11.2 Consultant will assist City, at no additional cost, in the defense of any claim, dispute, or
lawsuit arising out of this Agreement. Consultant’s duties herein are not limited to or subject to the
Contract Price, to Workers’ Compensation claims, or to the Insurance or Bond limits and provisions.
Nothing in this Agreement shall be construed to give rise to an implied right of indemnity in favor of
Consultant against any Indemnitee.
11.3 Consultant agrees to pay the reasonable costs City may incur in enforcing this provision related
to Consultant’s indemnification duties, including reasonable attorney fees, fees for legal counsel
acceptable to City, expert fees, and all other costs and expenses related to a claim or counterclaim, a
purchase order, another transaction, litigation, or dispute resolution. Without waiving any rights, City
may deduct money from Consultant’s payments to cover moneys due to City.
11.4 Consultant agrees to obtain executed indemnity agreements with provisions identical to those
set forth here in this Section 11 from each and every subcontractor, or any other person or entity
involved by, for, with, or on behalf of Consultant in the performance of this Agreement. Failure of
City to monitor compliance with these requirements imposes no additional obligations on City and
will in no way act as a waiver of any rights hereunder.
11.5 This Section 11 shall survive expiration or termination of this Agreement.
12. INSURANCE
On or before the Contract Time commences, Consultant shall furnish City with proof of compliance
with City Insurance Requirements, attached and incorporated here as Exhibit D. City will not execute
the Agreement until Consultant has submitted and City has reasonably approved receipt of satisfactory
certificates of insurance and endorsements evidencing the type, amount, class of operations covered,
and the effective and expiration dates of coverage. Alternatively, City may terminate this Agreement or
in its sole discretion purchase insurance at Consultant’s expense and deduct costs from payments to
Consultant.
13. COMPLIANCE WITH LAWS
13.1 General Laws. Consultant shall comply with all laws and regulations applicable to this
Agreement. Consultant will promptly notify City of changes in the law or other conditions that may
affect the Project or Consultant’s ability to perform. Consultant is responsible for verifying the
employment authorization of employees performing the Services, as required by the Immigration
Reform and Control Act, or other federal or state law, rule or regulation.
13.2 Labor Laws. Consultant shall comply with all labor laws applicable to this Agreement. If the
Services include a “public works” component, Consultant must comply with prevailing wage laws
under Labor Code Section 1720 and other labor laws. To the extent applicable, Consultant must
comply with City’s Labor Compliance Program and with state labor laws pertaining to working days,
overtime, payroll records and DIR Registration and Oversight. If the Contract Price is $30,000 or
more, Consultant must comply with the apprenticeship requirement in Labor Code Section 1777.5.
13.3 Discrimination Laws. Consultant shall not discriminate on the basis of race, religious creed,
color, ancestry, national origin, ethnicity, handicap, disability, marital status, pregnancy, age, sex,
gender, sexual orientation, gender identity, Acquired-Immune Deficiency Syndrome (AIDS), or any
other protected classification. Consultant shall comply with all anti-discrimination laws, including
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Government Code Section 12900 and 11135, and Labor Code Section. 1735, 1777, and 3077.5.
Consistent with City policy prohibiting it, Consultant understands that harassment and discrimination
by Consultant or any of its sub-Consultants toward a job applicant, an employee, a City employee, or
any other person is strictly prohibited. Consultant agrees to provide records and documentation to the
City on request necessary to monitor compliance with this provision.
13.4 Conflicts of Interest. Consultant shall comply with all conflict of interest laws and regulations
applicable to this Agreement and must avoid any conflict of interest. Consultant warrants that no
public official, employee, or member of a City board or commission who might have been involved in
the making of this Agreement, has or will receive a direct or indirect financial interest in this
Agreement in violation of California Government Code Section 1090 et seq. Consultant may be
required to file a conflict of interest form if Consultant makes certain governmental decisions or serves
in a staff capacity, as provided in Section 18700 of Title 2 of the California Code of Regulations and
other laws. Services may only be performed by persons who are not employed by City and who do not
have any contractual relationship with City, with the exception of this Agreement. Consultant is
familiar with and agrees to abide by the City’s rules governing gifts to public officials and employees.
13.5 Remedies. A violation of this Section 13 constitutes a material breach and may result in City
suspending payments, requiring reimbursement, or terminating this Agreement. City reserves all its
rights and remedies under law and this Agreement, including the right to seek indemnification under
Section 11. Consultant agrees to indemnify, defend, and hold City harmless from and against any loss,
liability, and expenses arising from noncompliance with this Section.
14. PROJECT COORDINATION
14.1 City Project Manager. The City’s Project Manager for all purposes under this Agreement will
be Jo Anne Johnson, who shall have the authority to manage this Agreement and oversee the progress
and performance of the Services. City in its sole discretion may substitute another Project Manager at
any time and will advise Consultant of the new representative.
14.2 Consultant Project Manager. Subject to City’s reasonable approval, Consultant’s Project
Manager for all purposes under this Agreement will be Jim McClelland, who shall be the single
representative for Consultant with the authority to manage compliance with this Agreement and
oversee the progress and performance of the Services. This includes responsibility for coordinating and
scheduling the Services in accordance with City instructions, service orders, and the Schedule of
Performance, and providing regular updates to the City’s Project Manager on the Project status,
progress, and any delays. City written approval is required prior to Consultant substituting a new
Project Manager, which shall result in no additional costs to City or Project delays.
15. ABANDONMENT OF PROJECT
City may abandon or postpone the Project with thirty (30) calendar days written notice to Consultant.
Consultant will be compensated for satisfactory Services performed through the date of abandonment
and will be given reasonable time to assemble the work and close out the Services. No close out work
shall be conducted without City reasonable approval of closure costs, which may not exceed ten
percent (10%) of the total time expended to the date of abandonment. All charges including job
closure costs will be paid in accordance with the provisions of this Agreement and within thirty (30)
days of Consultant’s final invoice reasonably approved by the City.
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16. TERMINATION
City may terminate this Agreement for cause or without cause at any time, following reasonable
written notice to Consultant at least thirty (30) calendar days prior to the termination date. Consultant
will be paid for satisfactory Services rendered through the date of termination, but final payment will
not be made until Consultant closes out the Services and delivers all Work Product to City. All
charges approved by City including job closure costs will be paid within thirty (30) days of
Consultant’s final invoice.
17. GOVERNING LAW, VENUE, AND DISPUTE RESOLUTION
This Agreement is governed by the laws of the State of California, excepting any choice of law rules
which may direct the application of laws of another jurisdiction. Any lawsuits filed related to this
Agreement must be filed with the Superior Court for the County of Santa Clara, State of California.
Consultant must comply with the claims filing requirements under the Government Code prior to filing
a civil action in court against City. The Agreement and obligations of the parties are subject to all valid
laws, orders, rules, and regulations of the authorities having jurisdiction over this Agreement (or the
successors of those authorities). If a dispute arises, Consultant must continue to provide the Services
pending resolution of the dispute. If the Parties elect arbitration, the arbitrator’s award must be
supported by law and substantial evidence and include detailed written findings of law and fact.
18. ATTORNEY FEES
If City initiates legal action, files a complaint or cross-complaint, or pursues arbitration, appeal or other
proceedings to enforce its rights or a judgment in connection with this Agreement, the prevailing party
will be entitled to reasonable attorney fees and costs. This Section 18 survives the
expiration/termination of this Agreement.
19. THIRD PARTY BENEFICIARIES
There are no intended third party beneficiaries of this Agreement.
20. WAIVER
Neither acceptance of the Services nor payment thereof shall constitute a waiver of any contract
provision. City’s waiver of any breach shall not be deemed to constitute waiver of another term,
provision, covenant, or condition or a subsequent breach, whether of the same or a different character
21. ENTIRE AGREEMENT
This Agreement represents the full and complete understanding of the Parties, of every kind or nature,
and supersedes any and all other agreements and understandings, either oral or written,
between them. Any modification of this Agreement will be effective only if in writing and signed by
each Party’s authorized representative. No verbal agreement or implied covenant will be valid to amend
or abridge this Agreement. If there is any inconsistency between any term, clause, or provision of this
main Agreement and any term, clause, or provision of the attachments or exhibits thereto, the terms of
the main Agreement shall prevail and be controlling.
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22. INSERTED PROVISIONS
Each contractual provision or clause that may be required by law is deemed to be included and will be
inferred in this Agreement. Either party may request an amendment to cure any mistaken insertion or
omission of a required provision.
23. HEADINGS
The headings in this Agreement are for convenience only, are not a part of the Agreement and in no
way affect, limit, or amplify the terms or provisions of this Agreement.
24. SEVERABILITY/PARTIAL INVALIDITY
If any term or provision of this Agreement, or their application to a particular situation, is found by the
court to be void, invalid, illegal or unenforceable, such term or provision shall remain in force and
effect to the extent allowed by such ruling. All other terms and provisions of this Agreement or their
application to specific situations shall remain in full force and effect.
25. SURVIVAL
All provisions which by their nature must continue after the Agreement ends, including without
limitation those referenced in specific Sections herein, survive this Agreement and shall remain in full
force and effect.
26. NOTICES
All notices, requests, and approvals must be sent to the persons below in writing to the persons
below, and will be considered effective on the date of personal delivery, the delivery date confirmed
by a reputable overnight delivery service, on the fifth calendar day after deposit in the United States
Mail, postage prepaid, registered or certified, or the next business day following electronic
submission:
To City of Cupertino:
Office of the City Manager
10300 Torre Ave.
Cupertino, CA 95014
Attention: Jo Anne Johnson
Email: joannej@cupertino.org
To Consultant:
Rogers Stringer & McClelland, Inc
1981 North Broadway, Suite 202
Walnut Creek, CA 94596
Attention: Jim McClelland
Email: jim.mcclelland@rsm-de.com
27. EXECUTION
The person executing this Agreement on behalf of Consultant represents and warrants that Consultant
has the right, power, and authority to enter into this Agreement and carry out all actions herein, and
that he or she is authorized to execute this Agreement, which constitutes a legally binding obligation of
Consultant. This Agreement may be executed in counterparts, each one of which is deemed an original
and all of which, taken together, constitute a single binding instrument.
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IN WITNESS WHEREOF, the parties have caused the Agreement to be executed on the Effective
Date stated earlier in this Agreement.
CITY OF CUPERTINO ROGERS STRINGER & MCCLELLAND, INC
A Municipal Corporation
By
Name
Title
Date
By
Name
Title
Date
APPROVED AS TO FORM:
CHRISTOPHER D. JENSEN
Cupertino City Attorney
ATTEST:
KIRSTEN SQUARCIA
City Clerk
Date
Jim McClelland
President
Jul 23, 2023
Christopher D. Jensen
Susan Michael
CIP Manager
Jul 24, 2023
Jul 24, 2023
1981 North Broadway, Suite 202 Walnut Creek, California 94596 (925) 286-2336
March 30, 2023
Ms. Jo Anne Johnson, Project Manager
Public Works Department
City of Cupertino
10300 Torre Avenue
Cupertino, California 95014-3202
Phone: (408) 777-3245
Email: joannej@cupertino.org
Regarding: Proposal for Professional Architectural and Aquatic Design and Engineering Services
Blackberry Farm Aquatic Center - Cupertino, California
RSM No. 044.2301
Dear Jo Anne,
Rogers Stringer & McClelland, Inc. (RSM) is pleased to have the opportunity to present this proposal for
professional design and engineering services to the City of Cupertino (Client) for the Blackberry Farms
Aquatic Center Project.
Project Information
The Client proposes to renovate its Blackberry Farm Swimming Pools. The Client-desired improvements
for the facility are envisioned to include:
Lap pool re-plaster.
Slide pool re-plaster.
Deck drainage corrections to elimi8nate the cross connection of the deck drains and sanitary
sewer line.
Accessibility (CBC Chapter 11B) compliance for the pools and dressing rooms.
The Project is designed to conform with 2019 CBC Title 24, Chapter 31B (Public Swimming Pools) and
other applicable codes per the original plan check submittal. It is understood that the Project will
follow a design-bid-build delivery method.
Scope of Services
A. Construction Documents Phase Services: Based on recent correspondence and telephone
conferences between RSM and the Client, the Scope of Services will include the following:
1. Amend the construction documents to forego corrective accessibility work in the Men’s
Restrooms, Women’s Restrooms, and correction of non-compliant pool deck slopes.
2. Accessibility corrective work in the Men’s Dressing Room and Women’s Dressing Room to
remain included in the scope of the project.
3. Divide the current single set of construction documents into two sets, the first set for the
pools’ scope of work, and the second set for the accessibility corrections scope of work.
B. Agency Review Phase Services:
1. RSM shall provide response revisions to address the December 12, 2022 comments from the
City of Cupertino building department and provide updated documents for resubmittal to
said department.
2. RSM will assist the Client with the Accessibility Hardship application.
3. All permits from governmental agencies shall be obtained by the Client or its selected
General Contractor.
EXHIBIT A - SCOPE OF SERVICES
Rogers Stringer & McClelland, Inc. Blackberry Farm Aquatic Center
Proposal for Professional Design Services March 30, 2023 Page 2
C. Bidding Phase Services:
RSM shall assist the Owner in obtaining bids or negotiated proposals for the two separate bid
packages.
1.RSM shall assist the Owner with the preparation of the Bid Invitation, Bid Instructions, and Bid
Form.
2.RSM will attend one (1) pre-bid meeting at the project site facilitated by the Client to review
the scope of the Project with prospective bidders.
3.RSM will respond to bidding general contractors' questions and substitution requests, and
issue appropriate addenda and/or clarification.
4.RSM will assist the Client with review and analysis of submitted bids.
D. Construction Administration Phase Services:
1.RSM will attend one (1) pre-construction conference and provide updated drawings which
shall include incorporation of all addenda incorporated into the plans and specifications
prior to the pre-construction conference.
2.RSM will review the Contractor's shop drawings and submittals. (Review of the Contractor's
substitution requests during construction shall be considered Additional Services.)
3.RSM will provide written clarification to the construction documents in response to the
Contractor's written Requests for Information.
4.RSM will provide site observation visits as appropriate to the progress of construction (for the
purposes of this Proposal, a maximum of four). The Contractor will be responsible for
keeping minutes of each meeting.
5.RSM will provide a final site observation visit to establish a contractor’s punch list for the
Project.
Compensation
RSM shall provide the services described above for a basic fee of Twenty Thousand Eight Hundred
Dollars ($20,800.00), plus reimbursable expenses, phased as follows:
Construction Documents Phase $ 6,800.00
Agency Review Phase 4,000.00
Bidding Assistance Phase 4,000.00
Construction Administration Phase 6,000.00
Total $ 20,800.00
Reimbursable Expenses
Reimbursable expenses, if required, shall consist of travel expenses, all document printing and
reproduction, postage, and express mailings. Such expenses shall be invoiced to the Client at 1.1 times
the amounts charged to RSM.
Payments
All Architect’s invoices shall be due and payable within thirty (30) days of the invoice date. Payment
is not contingent upon governmental approvals. If not paid within thirty (30) days, the Architect shall
be paid interest at the maximum legal rate on the unpaid balance beginning thirty (30) days after the
invoice date and continuing until the invoice is paid in full. The Architect shall have the right to suspend
all services until payment on undisputed sums is received without incurring any liability for damages
due to suspension of such services. In the event legal action is required to collect professional fees, the
Architect shall be entitled to recover collection costs and reasonable attorney’s fees from the Owner.
Scope of Service Exclusions
The following services are specifically excluded from RSM’s scope of services as outlined above.
A. The following items are not expected to be required for the Project:
Rogers Stringer & McClelland, Inc. Blackberry Farm Aquatic Center
Proposal for Professional Design Services March 30, 2023 Page 3
1. Off-site work, including grading, drainage, sewer, gas and water services.
B. The following items may arise for inclusion with the Project. If such occurs, these can be provided
as Additional Services upon written authorization by the Owner.
1. Hazardous waste testing, monitoring and/or contingency plan for both site and building
demolition work.
2. Temporary or permanent shoring documents or coordination for any existing structures
other than indication on construction documents.
3. Environmental approvals.
Additional Services
Services in addition to those enumerated in the scope of services above shall be executed, upon prior
written authorization, as Additional Services for an agreed upon fee between the Owner and RSM.
1. Any unforeseen condition exposed during excavation or demolition which requires drawing
alteration or resulting in additional time or services and/or services required by any subsurface
site conditions, e.g., inadequate soils or soil conditions requiring anything other than typical
spread footings.
2. Services to comply with unprecedented or heretofore undocumented or unpublished Code
interpretations; and discrepancies which occur between documents initially approved or
disapproved by any governing agencies, and subsequently reversed by said governing
agencies, field inspector on-site requirements and/or new agencies taking over jurisdiction, and
such that time or services are required, including mediation and/or clarification.
3. Providing services in connection with evaluating substitutions proposed by the Contractor and
making subsequent revisions to Drawings, Specifications and other documentation resulting
there from.
4. Responding to the Contractor’s requests for information that are not prepared in accordance
with the Contract Documents or where such information is available to the Contractor from a
careful study and comparison of the Contract Documents, field conditions, other Owner-
provided information, Contractor-prepared coordination drawings, or prior Project
correspondence or documentation.
5. Providing services made necessary by the default of the Contractor, by major defects or
deficiencies in the Work of the Contractor, or by failure of performance of either the Owner or
Contractor under the Contract for Construction.
6. Preparation for, and attendance at, a dispute resolution proceeding or legal proceeding,
except where the Architect is party thereto.
Owner’s Responsibilities
The following items shall be the responsibility of the Owner to provide and/or contract with others
separately:
The Owner shall provide full information regarding requirements for the Project, including a
program which shall set forth the Owner's objectives, schedule, constraints and criteria, including
space requirements and relationships, flexibility, expandability, special equipment, systems and
site requirements.
Establish and update an overall budget for the Project, including the Construction Cost, the
Owner's other costs and reasonable contingencies related to those costs.
Furnish the services of other consultants when such services are reasonably required by the scope
of the Project and are requested by the Architect.
Rogers Stringer & McClelland, Inc. Blackberry Farm Aquatic Center
Proposal for Professional Design Services March 30, 2023 Page 4
Prompt written notice shall be given by the Owner to the Architect if the Owner becomes aware
of any fault or defect in the Project or nonconformance with the Contract Documents.
Furnish special testing and inspection services during construction.
Furnish hazardous waste testing, monitoring and/or contingency plan for both site and building
demolition work, if such arise during the course of the Project.
Legal work, i.e.: parcel map, easements, lot line removal, radius maps, etc.
Cost of all permits, plan check fees and any/all other related fees.
The proposed language of certificates or certifications requested of the Architect or Architect's
consultants shall be submitted to the Architect for review and approval at least 14 days prior to
execution. The Owner shall not request certifications that would require knowledge or services
beyond the scope of this Proposal.
Hourly Rate Schedule
Principal $275.00/hour
Associate $240.00/hour
Project Architect $220.00/hour
Project Engineer $220.00/hour
Project Manager $160.00/hour
Job Captain $135.00/hour
Staff Engineer $135.00/hour
Revit Designer $135.00/hour
CAD Drafter $125.00/hour
Administration $150.00/hour
Office Aide $100.00/hour
Entitlement Presentations $300.00/hour
Consultation Services
Testimony, Management Consulting $450.00/hour
Non-Testifying Forensic Support $350.00/hour
Mileage 0.60/per mile
The rates and multiples set forth for the Hourly Rate Schedule shall be
annually adjusted in accordance with normal salary review practices
of RSM.
Authorization
Your Authorization to Proceed may be expedited by sending a signed copy of this Proposal via e-mail
to jim.mcclelland@rsm-de.com. We are aware that a new City of Cupertino form of Agreement.
We appreciate the opportunity to provide this Proposal and look forward to working with you on this
Project. If you have any questions or comments regarding this Proposal or require additional
information, please contact us.
Rogers Stringer & McClelland, Inc.
By:
James P. McClelland, AIA
President
Date: March 30, 2023
TASK A - CONSTRUCTION DOCUMENT PHASE
A-1 Amend Construction documents to forego corrective work in Men’s
Restrooms, Women’s Restrooms and correction of non-compliant pool
deck slopes.
A-2
Accessibility corrective work in the Men’s Dressing Room and
Women’s Dressing Room to remain included in scope of the project
A-3
Divide the Current single set of construction documents into two sets
for bidding purposes, the first set to for pools’ scope, and the second
set for the accessibility corrections scope of work.
TASK B – AGENCY REVIEW PHASE SERVICES
B-1
RSM shall provide response revisions to address the December 12,
2022 comments from the City of Cupertino Building Department and
provide updated documents for resubmittal to said department
B-2 RSM will assist the Client with the Accessibility Hardship application.
B-3
All permits from governmental agencies shall be obtained by the Client
or its selected General Contractor.
TASK C - BIDDING SERVICES PHASE
C-1
RSM shall assist the Owner with the preparation of the Bid Invitation,
Bid Instructions, and Bid Form.1 WEEK
C-2
RSM will attend one (1) pre-bid meeting at the project site facilitated
by the Client to review the scope of the Project with prospective
bidders.
C-3
RSM will respond to bidding general contractors' questions and
substitution requests, and issue appropriate addenda and/or
clarification.
C-4 RSM will assist the Client with review and analysis of submitted bids.
TASK D - CONSTRUCTION ADMINISTRATION PHASE
D-1
RSM will attend one (1) pre-construction conference and provide
updated drawings which shall include incorporation of all addenda
incorporated into the plans and specifications prior to the pre-
construction conference.
D-2
RSM will review the Contractor's shop drawings and submittals.
(Review of the Contractor's substitution requests during construction
shall be considered Additional Services.)
D-3
RSM will provide written clarification to the construction documents in
response to the Contractor's written Requests for Information.
3 WEEKS
16 WEEKS
EXHIBIT B
SCHEDULE OF PERFORMANCE
2 WEEKS
2 WEEKS
D-4
RSM will provide site observation visits as appropriate to the progress
of construction (for the purposes of this Proposal, a maximum of four).
The Contractor will be responsible for keeping minutes of each
D-5
RSM will provide a final site observation visit to establish a contractor’s
punch list for the Project.
EXHIBIT C
COMPENSATION
Exh. D-Insurance Requirements for Design Professionals & Consultants Contracts
1
Form Updated Jan. 2022
Consultant shall procure prior to commencement of Services and maintain for the duration of the contract, at
its own cost and expense, the following insurance policies and coverage with companies doing business in
California and acceptable to City.
INSURANCE POLICIES AND MINIMUMS REQUIRED
1. Commercial General Liability (CGL) for bodily injury, property damage, personal injury liability for
premises operations, products and completed operations, contractual liability, and personal and
advertising injury with limits no less than $2,000,000 per occurrence (ISO Form CG 00 01). If a
general aggregate limit applies, either the general aggregate limit shall apply separately to this
project/location (ISO Form CG 25 03 or 25 04) or it shall be twice the required occurrence limit.
a. It shall be a requirement that any available insurance proceeds broader than or in excess of the
specified minimum insurance coverage requirements and/or limits shall be made available to the
Additional Insured and shall be (i) the minimum coverage/limits specified in this agreement; or (ii) the
broader coverage and maximum limits of coverage of any insurance policy, whichever is greater.
b. Additional Insured coverage under Consultant's policy shall be "primary and non-contributory,"
will not seek contribution from City’s insurance/self-insurance, and shall be at least as broad as ISO
Form CG 20 10 (04/13).
c. The limits of insurance required may be satisfied by a combination of primary and umbrella or
excess insurance, provided each policy complies with the requirements set forth in this Contract. Any
umbrella or excess insurance shall contain or be endorsed to contain a provision that such coverage
shall also apply on a primary basis for the benefit of City before the City’s own insurance or self-
insurance shall be called upon to protect City as a named insured.
2. Automobile Liability: ISO CA 00 01 covering any auto (including owned, hired, and non-owned
autos) with limits no less than $1,000,000 per accident for bodily injury and property damage.
3. Workers’ Compensation: As required by the State of California, with Statutory Limits and Employer’s
Liability Insurance of no less than $1,000,000 per occurrence for bodily injury or disease.
Not required. Consultant has provided written verification of no employees.
4. Professional Liability for professional acts, errors and omissions, as appropriate to Consultant’s
profession, with limits no less than $2,000,000 per occurrence or claim, $2,000,000 aggregate. If written
on a claims made form:
a. The Retroactive Date must be shown and must be before the Effective Date of the Contract.
b. Insurance must be maintained for at least five (5) years after completion of the Services.
c. If coverage is canceled or non-renewed, and not replaced with another claims-made policy form with
a Retroactive Date prior to the Contract Effective Date, the Consultant must purchase “extended
reporting” coverage for a minimum of five (5) years after completion of the Services.
OTHER INSURANCE PROVISIONS
The aforementioned insurance shall be endorsed and have all the following conditions and provisions:
EXHIBIT D
Insurance Requirements
Design Professionals & Consultants Contracts
Exh. D-Insurance Requirements for Design Professionals & Consultants Contracts
2
Form Updated Jan. 2022
Additional Insured Status
The City of Cupertino, its City Council, officers, officials, employees, agents, servants and volunteers
(“Additional Insureds”) are to be covered as additional insureds on Consultant’s CGL and automobile
liability policies. General Liability coverage can be provided in the form of an endorsement to Consultant’s
insurance (at least as broad as ISO Form CG 20 10 (11/ 85) or both CG 20 10 and CG 20 37 forms, if later
editions are used).
Primary Coverage
Coverage afforded to City/Additional Insureds shall be primary insurance. Any insurance or self-insurance
maintained by City, its officers, officials, employees, or volunteers shall be excess of Consultant’s insurance
and shall not contribute to it.
Notice of Cancellation
Each insurance policy shall state that coverage shall not be canceled or allowed to expire, except with written
notice to City 30 days in advance or 10 days in advance if due to non-payment of premiums.
Waiver of Subrogation
Consultant waives any right to subrogation against City/Additional Insureds for recovery of damages to the
extent said losses are covered by the insurance policies required herein. Specifically, the Workers’
Compensation policy shall be endorsed with a waiver of subrogation in favor of City for all work performed
by Consultant, its employees, agents and subconsultants. This provision applies regardless of whether or not
the City has received a waiver of subrogation endorsement from the insurer.
Deductibles and Self-Insured Retentions
Any deductible or self-insured retention must be declared to and approved by the City. At City’s option, either:
the insurer must reduce or eliminate the deductible or self-insured retentions as respects the City/Additional
Insureds; or Consultant must show proof of ability to pay losses and costs related investigations, claim
administration and defense expenses. The policy shall provide, or be endorsed to provide, that the self-insured
retention may be satisfied by either the insured or the City.
Acceptability of Insurers
Insurers must be licensed to do business in California with an A.M. Best Rating of A-VII, or better.
Verification of Coverage
Consultant must furnish acceptable insurance certificates and mandatory endorsements (or copies of the policies
effecting the coverage required by this Contract), and a copy of the Declarations and Endorsement Page of the
CGL policy listing all policy endorsements prior to commencement of the Contract. City retains the right to
demand verification of compliance at any time during the Contract term.
Subconsultants
Consultant shall require and verify that all subconsultants maintain insurance that meet the requirements of
this Contract, including naming the City as an additional insured on subconsultant’s insurance policies.
Higher Insurance Limits
If Consultant maintains broader coverage and/or higher limits than the minimums shown above, City shall be
entitled to coverage for the higher insurance limits maintained by Consultant.
Adequacy of Coverage
City reserves the right to modify these insurance requirements/coverage based on the nature of the risk, prior
experience, insurer or other special circumstances, with not less than ninety (90) days prior written notice.
SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE
THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN
ACCORDANCE WITH THE POLICY PROVISIONS.
INSURER(S) AFFORDING COVERAGE
INSURER F :
INSURER E :
INSURER D :
INSURER C :
INSURER B :
INSURER A :
NAIC #
NAME:CONTACT
(A/C, No):FAX
E-MAILADDRESS:
PRODUCER
(A/C, No, Ext):PHONE
INSURED
REVISION NUMBER:CERTIFICATE NUMBER:COVERAGES
IMPORTANT: If the certificate holder is an ADDITIONAL INSURED, the policy(ies) must have ADDITIONAL INSURED provisions or be endorsed.
If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy, certain policies may require an endorsement. A statement on
this certificate does not confer rights to the certificate holder in lieu of such endorsement(s).
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.
OTHER:
(Per accident)
(Ea accident)
$
$
N / A
SUBR
WVD
ADDL
INSD
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.
$
$
$
$PROPERTY DAMAGE
BODILY INJURY (Per accident)
BODILY INJURY (Per person)
COMBINED SINGLE LIMIT
AUTOS ONLY
AUTOSAUTOS ONLY
NON-OWNED
SCHEDULEDOWNED
ANY AUTO
AUTOMOBILE LIABILITY
Y / N
WORKERS COMPENSATION
AND EMPLOYERS' LIABILITY
OFFICER/MEMBER EXCLUDED?
(Mandatory in NH)
DESCRIPTION OF OPERATIONS below
If yes, describe under
ANY PROPRIETOR/PARTNER/EXECUTIVE
$
$
$
E.L. DISEASE - POLICY LIMIT
E.L. DISEASE - EA EMPLOYEE
E.L. EACH ACCIDENT
EROTH-STATUTEPER
LIMITS(MM/DD/YYYY)POLICY EXP(MM/DD/YYYY)POLICY EFFPOLICY NUMBERTYPE OF INSURANCELTRINSR
DESCRIPTION OF OPERATIONS / LOCATIONS / VEHICLES (ACORD 101, Additional Remarks Schedule, may be attached if more space is required)
EXCESS LIAB
UMBRELLA LIAB $EACH OCCURRENCE
$AGGREGATE
$
OCCUR
CLAIMS-MADE
DED RETENTION $
$PRODUCTS - COMP/OP AGG
$GENERAL AGGREGATE
$PERSONAL & ADV INJURY
$MED EXP (Any one person)
$EACH OCCURRENCE
DAMAGE TO RENTED $PREMISES (Ea occurrence)
COMMERCIAL GENERAL LIABILITY
CLAIMS-MADE OCCUR
GEN'L AGGREGATE LIMIT APPLIES PER:
POLICY PRO-JECT LOC
CERTIFICATE OF LIABILITY INSURANCE DATE (MM/DD/YYYY)
CANCELLATION
AUTHORIZED REPRESENTATIVE
ACORD 25 (2016/03)
© 1988-2015 ACORD CORPORATION. All rights reserved.
CERTIFICATE HOLDER
The ACORD name and logo are registered marks of ACORD
HIRED
AUTOS ONLY
(925) 956-7711 (925) 956-7777
Cherrie Lazaro
05/10/2023
CF&P Insurance Brokers
101 Ygnacio Valley Road
Ste. 200
Walnut Creek, CA 94596
Rogers Stringer & McClelland, Inc.
1981 N. Broadway, Suite 385
Walnut Creek, CA 94596
cherriel@cfpinsurance.com
Sentinel Insurance Company LTD 11000
Underwriters at Lloyd's,London 15792
4
4
A 4
4 4
Y Y 02/07/2023 02/07/202457SBABO1598
02/07/2024AYY57SBABO159802/07/2023
B ANE506171423 03/11/2023 03/11/2024 Limit
Professional Liability Retention
City of Cupertino
10300 Torre Avenue
Cupertino, CA 95014
City of Cupertino, its officers, officials, employees or volunteers are included as additional insured as respects work performed by the named insured. Waiver of
Subrogation applies. Coverage is Primary and non-contributory. 30 days notice of cancellation with 10 days notice for non-payment of premium.
2,000,000
1,000,000
10,000
2,000,000
4,000,000
4,000,000
2,000,000
2,000,000
5,000
Form SS 00 08 04 05
QUICK REFERENCE
BUSINESS LIABILITY COVERAGE FORM
READ YOUR POLICY CAREFULLY
BUSINESS LIABILITY COVERAGE FORM Beginning on Page
A. COVERAGES 1
Business Liability 1
Medical Expenses 2
Coverage Extension - Supplementary Payments 2
B. EXCLUSIONS 3
C. WHO IS AN INSURED 10
D. LIABILITY AND MEDICAL EXPENSES
LIMITS OF INSURANCE 14
E. LIABILITY AND MEDICAL EXPENSES GENERAL CONDITIONS 15
1.Bankruptcy 15
2.Duties In The Event Of Occurrence, Offense, Claim Or Suit 15
3.Financial Responsibility Laws 16
4.Legal Action Against Us 16
5.Separation Of Insureds 16
6.Representations 16
7.Other Insurance 16
8.Transfer Of Rights Of Recovery Against Others To Us 17
F. OPTIONAL ADDITIONAL INSURED COVERAGES 18
Additional Insureds 18
G. LIABILITY AND MEDICAL EXPENSES DEFINITIONS 20
Form SS 00 08 04 05 Page 1 of 24
© 2005, The Hartford
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.-
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 to which
this insurance applies.
No other obligation or liability to pay sums 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:
(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.
c."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;
POLICY NUMBER: 57SBABO1598
BUSINESS LIABILITY COVERAGE FORM
Page 2 of 24 Form SS 00 08 04 05
(2)Receives 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 time from the "bodily
injury".
e.Incidental Medical Malpractice
(1)"Bodily injury"arising out of the
rendering of or failure to render
professional health care services as a
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 "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.
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)All expenses we incur.
(2)Up to $1,000 for the cost of bail bonds
required because of accidents or traffic
law violations arising out of the use of
any vehicle to which Business Liability
Coverage for "bodily injury"applies.We
do not have to furnish these bonds.
(3)The cost of appeal bonds or bonds to
release attachments,but only for bond
amounts within the applicable limit of
insurance.We do not have to furnish
these bonds.
(4)All reasonable expenses incurred by the
insured at our request to assist us in the
investigation or defense of the claim or
"suit",including actual loss of earnings
up to $500 a day because of time off
from work.
(5)All costs taxed against the insured 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.
BUSINESS LIABILITY COVERAGE FORM
Form SS 00 08 04 05 Page 3 of 24
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;
(5)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".
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 "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)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
(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 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
BUSINESS LIABILITY COVERAGE FORM
Page 4 of 24 Form SS 00 08 04 05
(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
(3)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
(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 building'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
BUSINESS LIABILITY COVERAGE FORM
Form SS 00 08 04 05 Page 5 of 24
(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
(iii)"Bodily injury"or "property
damage"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,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.
BUSINESS LIABILITY COVERAGE FORM
Page 6 of 24 Form SS 00 08 04 05
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 of others
by that insured,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
(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
(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 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)Legal,accounting or advertising
services;
(2)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 lenses and similar
products or hearing aid devices;
BUSINESS LIABILITY COVERAGE FORM
Form SS 00 08 04 05 Page 7 of 24
(8)Optometry or optometric services
including but not limited to examination
of the eyes and the prescribing,
preparation,fitting,demonstration or
distribution of ophthalmic lenses and
similar products;
(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 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)Property loaned to you;
(4)Personal property in the care,custody
or control of the insured;
(5)That particular part of real property on
which you or any contractors or
subcontractors working directly or
indirectly on your behalf are performing
operations,if the "property damage"
arises out of those operations;or
(6)That particular part of any property
that must be restored,repaired or
replaced because "your work"was
incorrectly performed on it.
Paragraphs (1),(3)and (4)of this
exclusion do not apply to "property
damage"(other than damage by fire)to
premises,including the contents of such
premises,rented to you for a period of 7 or
fewer consecutive days.A separate Limit
of Insurance applies to Damage To
Premises Rented To You as described in
Section D.-Limits Of Insurance.
Paragraph (2)of this exclusion does not
apply if the premises are "your work"and
were never occupied,rented or held for
rental by you.
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".
l.Damage 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.
BUSINESS LIABILITY COVERAGE FORM
Page 8 of 24 Form SS 00 08 04 05
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";
(6)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
(c)Title of 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.
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;
BUSINESS LIABILITY COVERAGE FORM
Form SS 00 08 04 05 Page 9 of 24
(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.
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 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 because 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-
Mails, 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
(3)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 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 Limit of Insurance
applies to this coverage as described in
Section D.- Liability And Medical Expenses
Limits Of Insurance.
BUSINESS LIABILITY COVERAGE FORM
Page 10 of 24 Form SS 00 08 04 05
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 BusinessLiability 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.
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 paramedic employed by
you to provide such services.
(2)"Property damage" to property:
(a)Owned, occupied or used by,
BUSINESS LIABILITY COVERAGE FORM
Form SS 00 08 04 05 Page 11 of 24
(b)Rented to, in the care, custody or
control of, or over which physical
control is being exercised for any
purpose by you, any of your
"employees", "volunteer workers",
any partner or member (if you are
a partnership or joint venture), or
any member (if you are a limited
liability company).
b. Real Estate Manager
Any person (other 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 use of that property; and
(2)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 out of an offense committed
before you acquired or formed the
organization.
4. Operator Of Mobile Equipment
With respect to "mobile equipment" registered in
your name under any motor vehicle registration
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 injury" to a co-"employee" of the
person operating the watercraft; or
b."Property damage" to property owned by,
rented to, in the charge of or occupied by
you or the employer of any person who is
an insured under this provision.
6. Additional Insureds When Required By
Written Contract, Written Agreement Or
Permit
The person(s) or organization(s) identified in
Paragraphs a.through f.below are additional
insureds when you have agreed, in a written
BUSINESS LIABILITY COVERAGE FORM
Page 12 of 24 Form SS 00 08 04 05
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
"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".
(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. 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.
BUSINESS LIABILITY COVERAGE FORM
Form SS 00 08 04 05 Page 13 of 24
(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.
e.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","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
(c)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
(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
"personal and advertising injury"
arising out of the rendering of,or the
failure to render,any professional
architectural,engineering or surveying
services,including:
BUSINESS LIABILITY COVERAGE FORM
Page 14 of 24 Form SS 00 08 04 05
(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 premis es,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.
BUSINESS LIABILITY COVERAGE FORM
Form SS 00 08 04 05 Page 15 of 24
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 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 insured's 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:
(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.
BUSINESS LIABILITY COVERAGE FORM
Page 16 of 24 Form SS 00 08 04 05
This Paragraph f.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 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;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
(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";
(2)Premises Rented To You
That is fire,lightning or explosion
insurance for premises rented to you
or temporarily occupied by you with
permission of the owner;
(3)Tenant Liability
That is insurance purchased by you to
cover your liability as a tenant for
"property damage"to premises rented
to you or temporarily occupied by you
with permission of the owner;
(4)Aircraft,Auto Or Watercraft
If the loss arises out of the maintenance
or use of aircraft,"autos"or watercraft to
the extent not subject to Exclusion g.of
Section A.–Coverages.
(5)Property Damage To Borrowed
Equipment Or Use Of Elevators
If the loss arises out of "property
damage"to borrowed equipment or
the use of elevators to the extent not
subject to Exclusion k.of Section A.–
Coverages.
BUSINESS LIABILITY COVERAGE FORM
Form SS 00 08 04 05 Page 17 of 24
(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
(7)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-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 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.
BUSINESS LIABILITY COVERAGE FORM
Page 18 of 24 Form SS 00 08 04 05
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 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.
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
BUSINESS LIABILITY COVERAGE FORM
Form SS 00 08 04 05 Page 19 of 24
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(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 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 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,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;
(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.
8.Additional Insured –Controlling Interest
WHO IS AN INSURED under Section C.is
amended to include as an additional insured
the person(s)or organization(s)shown in the
Declarations as an Additional Insured –
Controlling 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.
BUSINESS LIABILITY COVERAGE FORM
Page 20 of 24 Form SS 00 08 04 05
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
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.
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:
BUSINESS LIABILITY COVERAGE FORM
Form SS 00 08 04 05 Page 21 of 24
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.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"does 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
contract 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 p remises 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:
BUSINESS LIABILITY COVERAGE FORM
Page 22 of 24 Form SS 00 08 04 05
(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
lis ted 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;
e.Vehicles not described in a.,b.,c.,or d.
above that are not self-propelled and are
maintained primarily to provide mobility to
permanently attached equipment of the
following types:
(1)Air 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;
BUSINESS LIABILITY COVERAGE FORM
Form SS 00 08 04 05 Page 23 of 24
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,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:
(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.
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 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";
BUSINESS LIABILITY COVERAGE FORM
Page 24 of 24 Form SS 00 08 04 05
b.Donates his or her work;
c.Acts at the direction of and within the
scope of duties determined by you;and
d.Is not paid a fee,salary or other
compensation by you or anyone else for
their work performed for you.
24."Your product":
a.Means:
(1)Any goods or products,other than real
property,manufactured,sold,handled,
distributed or disposed of by:
(a)You;
(b)Others trading under your name;
or
(c)A person or organization whose
business or assets you have
acquired;and
(2)Containers (other than vehicles),
materials,parts or equipment
furnished in connection with such
goods or products.
b.Includes:
(1)Warranties or representations made at
any time with respect to the fitness,
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.
WLTR005
THE HARTFORD
BUSINESS SERVICE CENTER
3600 WISEMAN BLVD
SAN ANTONIO TX 78251 May 16, 2023
City of Cupertino
10300 TORRE AVE
CUPERTINO CA 95014
Account Information:
Policy Holder Details :Rogers Stringer & McClelland, Inc.
Contact Us
Need Help?
Chat online or call us at
(866) 467-8730.
We're here Monday - Friday.
Enclosed please find a Certificate Of Insurance for the above referenced Policyholder. Please contact us if you have any
questions or concerns.
Sincerely,
Your Hartford Service Team
CERTIFICATE OF LIABILITY INSURANCE DATE (MM/DD/YYYY)
05/16/2023
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 SUBROGATIONIS 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
NUTMEG INS AGENCY INC/PHS
76210775
The Hartford Business Service Center
3600 Wiseman Blvd
San Antonio, TX 78251
CONTACT
NAME:
PHONE
(A/C, No, Ext):
(888) 925-3137 FAX
(A/C, No):
E-MAIL
ADDRESS:
INSURER(S) AFFORDING COVERAGE NAIC#
INSURED
Rogers Stringer & McClelland, Inc.
1981 N BROADWAY STE 385
WALNUT CREEK CA 94596-8214
INSURER A :
Property and Casualty Insurance Company
of Hartford
34690
INSURER B :
INSURER C :
INSURER D :
INSURER E :
INSURER F :
COVERAGES CERTIFICATE NUMBER:REVISION NUMBER:
THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD
INDICATED.NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS
CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE
TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS.
INSR
LTR
TYPE OF INSURANCE ADDL
INSR
SUBR
WVD
POLICY NUMBER POLICY EFF
(MM/DD/YYYY)
POLICY EXP
(MM/DD/Y YYY)
LIMITS
COMMERCIAL GENERAL LIABILITY EACH OCCURRENCE
CLAIMS-MADE OCCUR DAMAGE TO RENTED
PREMISES (Ea occurrence)
MED EXP (Any one person)
PERSONAL & ADV INJURY
GEN'L AGGREGATE LIMIT APPLIES PER:GENERAL AGGREGATE
POLICY PRO-
JECT
LOC PRODUCTS - COMP/OP AGG
OTHER:
AUTOMOBILE LIABILITY COMBINED SINGLE LIMIT
(Ea accident)
ANY AUTO BODILY INJURY (Per person)
ALL OWNED
AUTOS
SCHEDULED
AUTOS BODILY INJURY (Per accident)
HIRED
AUTOS
NON-OWNED
AUTOS
PROPERTY DAMAGE
(Per accident)
UMBRELLA LIAB
EXCESS LIAB
OCCUR
CLAIMS-
MADE
EACH OCCURRENCE
AGGREGATE
DED RETENTION $
A
WORKERS COMPENSATION
AND EMPLOYERS' LIABILITY
ANY
PROPRIETOR/PARTNER/EXECUTIVE
OFFICER/MEMBER EXCLUDED?
(Mandatory in NH)
If yes, describe under
DESCRIPTION OF OPERATIONS below
N/ A 76 WEG AP4AH0 01/03/2023 01/03/2024
X PER
STATUTE
OTH-
ER
Y/N E.L. EACH ACCIDENT $1,000,000
E.L. DISEASE -EA EMPLOYEE $1,000,000
E.L. DISEASE - POLICY LIMIT $1,000,000
DESCRIPTION OF OPERATIONS / LOCATIONS / VEHICLES (ACORD 101, Additional Remarks Schedule, may be attached if more space is required)
Those usual to the Insured's Operations.
CERTIFICATE HOLDER CANCELLATION
City of Cupertino
10300 TORRE AVE
CUPERTINO CA 95014
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
© 1988-2015 ACORD CORPORATION. All rights reserved.
ACORD 25 (2016/03)The ACORD name and logo are registered marks of ACORD
BlkLtrPol
July 18, 2023
ROGERS STRINGER & MCCLELLAND, INC.
Policy Information:
Policy Number:76 WEG AP4AH0
Additional Information:
Policy Type:Workers' Compensation
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Dear Jim McClelland,
Please see the attached document to view your requested endorsement page for the addition of a waiver of subrogation
to your policy.
Thank you on behalf of NUTMEG INS AGENCY INC/PHS and The Hartford for allowing us to serve your business
insurance needs.If you have any questions please contact me Monday through Friday.
Sincerely,
Chandler Forbes
Phone:866-467-8730
Fax:
Email:Agency.Services@thehartford.com
cc:NUTMEG INS AGENCY INC/PHS / 76210775
THIS ENDORSEMENT CHANGES THE POLICY.PLEASE READ IT CAREFULLY.
Countersigned by
Authorized Representative
Form WC 04 03 06 (1) Printed in U.S.A.
Process Date:07/05/23 Policy Expiration Date:01/03/24
WAIVER OF OUR RIGHT TO RECOVER FROM
OTHERS ENDORSEMENT - CALIFORNIA
Policy Number:76 WEG AP4AH0 Endorsement Number:2
Effective Date:07/05/23 Effective hour is the same as stated on the Information Page of the policy.
Named Insured and Address:Rogers Stringer & McClelland, Inc.
1981 N BROADWAY
WALNUT CREEK CA 94596
We have the right to recover our payments from anyone liable for an injury covered by this policy.We will not enforce our
right against the person or organization named in the Schedule.(This agreement applies only to the extent that you
perform work under a written contract that requires you to obtain this agreement from us.)
You must maintain payroll records accurately segregating the remuneration of your employees while engaged in the work
described in the Schedule.
The additional premium for this endorsement shall be 5 %of the California workers'compensation premium otherwise due
on such remuneration.
SCHEDULE
Person or Organization Job Description
City of Cupertino, 10300 TORRE AVE CUPERTINO, CA
95014
2
Rogers Stringer & McClelland for Design and
Construction Support for Blackberry Farm Pool
Improvements
Final Audit Report 2023-07-24
Created:2023-07-20
By:City of Cupertino (webmaster@cupertino.org)
Status:Signed
Transaction ID:CBJCHBCAABAA45QTpXfqxRj-UKD3EPg0P9Eaiwk2M5Ur
"Rogers Stringer & McClelland for Design and Construction Sup
port for Blackberry Farm Pool Improvements" History
Document created by City of Cupertino (webmaster@cupertino.org)
2023-07-20 - 11:00:47 PM GMT- IP address: 35.229.54.2
Document emailed to Julia Kinst (juliak@cupertino.org) for approval
2023-07-20 - 11:03:38 PM GMT
Document approved by Julia Kinst (juliak@cupertino.org)
Approval Date: 2023-07-20 - 11:04:02 PM GMT - Time Source: server- IP address: 98.97.58.121
Document emailed to Araceli Alejandre (aracelia@cupertino.org) for approval
2023-07-20 - 11:04:04 PM GMT
Document approved by Araceli Alejandre (aracelia@cupertino.org)
Approval Date: 2023-07-21 - 0:20:51 AM GMT - Time Source: server- IP address: 71.204.144.228
Document emailed to Jim McClelland (jim.mcclelland@rsm-de.com) for signature
2023-07-21 - 0:20:52 AM GMT
Email viewed by Jim McClelland (jim.mcclelland@rsm-de.com)
2023-07-23 - 10:31:16 PM GMT- IP address: 50.213.18.97
Document e-signed by Jim McClelland (jim.mcclelland@rsm-de.com)
Signature Date: 2023-07-24 - 1:25:45 AM GMT - Time Source: server- IP address: 50.213.18.97
Document emailed to christopherj@cupertino.org for signature
2023-07-24 - 1:25:46 AM GMT
Email viewed by christopherj@cupertino.org
2023-07-24 - 3:56:07 AM GMT- IP address: 136.24.22.194
Signer christopherj@cupertino.org entered name at signing as Christopher D. Jensen
2023-07-24 - 3:56:34 AM GMT- IP address: 136.24.22.194
Document e-signed by Christopher D. Jensen (christopherj@cupertino.org)
Signature Date: 2023-07-24 - 3:56:36 AM GMT - Time Source: server- IP address: 136.24.22.194
Document emailed to Susan Michael (susanm@cupertino.org) for signature
2023-07-24 - 3:56:38 AM GMT
Email viewed by Susan Michael (susanm@cupertino.org)
2023-07-24 - 7:10:06 AM GMT- IP address: 104.28.124.108
Document e-signed by Susan Michael (susanm@cupertino.org)
Signature Date: 2023-07-24 - 7:10:44 AM GMT - Time Source: server- IP address: 76.103.131.113
Document emailed to Kirsten Squarcia (kirstens@cupertino.org) for signature
2023-07-24 - 7:10:46 AM GMT
Email viewed by Kirsten Squarcia (kirstens@cupertino.org)
2023-07-24 - 3:46:50 PM GMT- IP address: 104.28.124.96
Document e-signed by Kirsten Squarcia (kirstens@cupertino.org)
Signature Date: 2023-07-24 - 3:54:21 PM GMT - Time Source: server- IP address: 64.165.34.3
Agreement completed.
2023-07-24 - 3:54:21 PM GMT
