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16-069 Colleen Lopez for General Affordable Housing Consulting ServicesSECOND Al\1ENDMENT TO AGREEMENT BETWEEN THE CITY OF CUPERTINO AND COLLEEN LOPEZ FOR AFFORDABLE HOUSING CONSULTING SERVICES This Second Amendment to the Agreement between the City of Cupe11ino and Colleen Lopez, for reference dated October 17, 2017 , is by and between the CITY OF CUPERTINO , a municipal corporation (hereinafter "City") and Colleen Lopez a California individual ("Consultant") whose address is and is made with reference to the following: RECITALS: A. On May 17, 2016, an agreement was entered into by and between City and Consultant for affordable housing consulting services. B. On December 14, 2016, a first amendment was entered into by and between City and Consultant for affordable housing consulting services. The Agreement and the First Amendment are collectively refeITed to as the "Agreement." C. City and Consultant desire to modify the Agreement on the tenns and conditions set forth herein. NOW, THEREFORE, it is mutually agreed by and between and undersigned pai1ies as follows: 1. Paragraph 1 of the Agreement is modified to read as follows: The tenn of this agreement shall commence on May 17, 2016 and shall te1minate on June 30, 2018, unless tenninated earlier as set f011h herein. 2 . Paragraph 3 of the Agreement is modified to read as follows: Consultant shall be compensated for services perfo1med pursuant to this agreement in an additional amount not to exceed FIFTY-FOUR THOUSAND AND SIX HUNDRED AND FIFTY dollars ($54 ,650.00) for a total amount not to exceed ONE HUNDRED AND TWENTY-THREE THOUSAND AND NINE HUNDRED AND FIFTY dollars ($123,950 .00) based on the rates and terms set fo11h in Exhibit "A". 3. The following Exhibits to the Agreement, are amended and replaced to read as shown in the attachments to this Amendment: a. Exhibit "A,"-Scope of Services and Compensation 4. Except as expressly modified herein, all other tenns and covenants set f011h in the Agreement shall remain the same and shall be in full force and effect. IN WITNESS WHEREOF, the parties hereto have caused this modification of Agreement to be executed. RECOMfVE1':J"Dqp FO~ APPROVAL: By ~~ Title ~'0/~'J ~ APP~RM: City ey PO #2016-555 Account: 265-72-711 700-702 Original Contract: $34,650.00 Amendment #1 : $34,650.00 Amendment #2 : $54,650.00 Total: $123,950.00 Exhibit D Insurance Requirements and Proof of Insurance Proof of insurance coverage desclibed below is attached to this Exhibit, with City named as additional insured. Consultant shall maintain the following minimum insurance coverage: A. COVERAGE: (1) (2) (3) D (4) Workers' Compensation: Statutory coverage as required by the State of California. Liability: Commercial general liability coverage in the following minimum limits: Bodily Injury: $500,000 each occurrence $1,000,000 aggregate -all other Property Damage: $100,000 each occurrence $250,000 aggregate If submitted, combined single limit policy with aggregate limits in the amounts of $1,000,000 will be considered equivalent to the required minimum limits shown above. Automotive: Comprehensive automotive liability coverage in the following minimum limits: Bodily Injury: $500,000 each occurrence Property Damage: $100,000 each occurrence or Combined Single Limit: $500,000 each occurrence Professional Liability Professional liability insurance which includes coverage for the professional acts, errors and omissions of Consultant in the amount of at least $1,000,000. ~ COLLLOP OP ID· TP ACORD" CERTIFICATE OF LIABILITY INSURANCE I OATE (MMIOD/YYYY) ~ 02/17/2018 THIS CERTIFICATE IS ISSUED AS A MATIER 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 lNSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER, AND THE CERTIFICATE HOLDER. IMPORTANT: If the certificate holder is an ADDITIONAL INSURED, the pollcy(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 riahts to the certificate holder in lieu of such endorsementtsl. PRODUCE:R 408-395-7900 ~21:ii~cT Julian Rodriguez INB Insurance Services Corp. License #0680989 rAJ8,N~' eJ<tl: 408-395-7900 j f..{t NoJ :408-395-3711 P.O. Box 699 E·MAIL liDDRES:S• Los Gatos, CA 95031 INSURER/SI AFFORDING COVERAGE NAIC# Julian Rodriguez INSURER A, The Hartford 19682 INSURED COLLEEN M. LOPEZ INSURER B: COLLEEN M. LOPEZ INSURERC: 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 FDR 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 . l~J: TYPE OF INSURANCE ~J'J>J-~JI POUCY NUMBER POLICY EFF .f.!:JUCYEXP LIMITS A COMMERCIAL GENERAL LIABILITY I EACH OCCURRENCE s 1,000,000 -D CLAIMS,MADE D OCCUR ~!fGE TO RENTEO 1,000,000 y 57SBABC9349 05/28/2017 05/28/2018 M!SES.{Ea s x Business Owners MED EXP IAnv ona oersonl s 10,000 --PERSONAL & ADV INJURY s 1,000,000 2,000,000 H'L AGGREGATE LIMIT APPLIES PER: GENERAL AGGREGATE $ POLICY O ~~8-f O LOG PRODUCTS -COMP/OP AGG s 2,000,000 nTHER: s A AUTOMOBILE LIABILITY c--- fi,~1~~~.,~~,f INGLE LIMIT $ ANY AUTO 57SBABC9349 05/28/2017 05/28/2018 BODILY INJURY !Per oersonl s -OWNED -SCHEDULED -AUTOS ONLY .__ AUTOS BODILY INJURY IPer accidenll S X ~/WWs ONLY X ~8¥oi"&ir.~ I f ~9~&~d1J.1?AMAGE s -s UMBRELLA LIAB H OCCUR I EACH OCCURRENCE s ,___ EXCESS LIAB CLAIMS -MADE AGGREGATE $ OED I I RETENTION s Is WORKE:RS COMPENSATION I ~~~Tl ITJ: I I .PJH-AND EMPLOYERS ' LIABILITY YIN ANY PROPRIETOR/PARTNER/EXECUTIVE D NIA E.L. EAf-H ACCIDENT s OFFICER/MEMBER EXCLUDED? [Mandalory In NH) E.L. 01SEAS£:: -E.A EMPLOYEE S If yes . describe under DESCRIPTION OF OPERATIONS below E.L. DISEASE· POLICY LIMIT I i PROPERTY 5,900 DESCRIPTION OF OPERATIONS I LOCATIONS I VEHICLES {ACORD 101, Addlllonal Remarks Schodule, may be atrachcd If more space ls n,qulrcdl City of Cupertino its officers, officials, emplodees, agents, servants and volunteers are included as Additional Insure per form SS 00 08 04 05- Business Liability Coverage Form which includes Primary Wording and Waiver of Subrof(ation Except: 0 Days Notice of Cancellation for Non Payment of Premium. CERTIFICATE HOLDER CANCELLATION SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE City of Cupertino Attn Building Dept. 10300 Torre Avenue Cupertino, CA 95014 I ACORD 25 (2016/03) THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS . AUTHORIZED REPRESENTATIVE 4~~ © 1988-2015 ACORD CORPORATION. All rights reserved- The ACORD name and logo are registered marks of ACORD QUICK REFERENCE BUSINESS LIABILITY COVERAGE FORM READ YOUR POLICY CAREFULLY BUSINESS LIABILITY COVERAGE FORM A. COVERAGES Business Liability Medical Expenses Coverage Extension -Supplemenlary Payments 8. EXCLUSIONS C. WHO IS AN INSURED D. LIABILITY AND MEDICAL EXPENSES Beginning on Page 1 1 2 2 3 10 LIMITS OF INSURANCE 14 E. LIABILITY AND MEDICAL EXPENSES GENERAL CONDITIONS 15 1. Bankruptcy 2. Duties In The Event Of Occurrence, Offense, Glaim Or Sult 3. Rnancial Responsibility Laws 4. legal Action Against Us 5. SeparaUon Of Insureds 6. Representations 7. Other Insurance B. Transfer Of Rights Of Recovery Against Others To Us F. OPTIONAL ADDITIONAL INSURED COVERAGES Additional Insureds G. LIABILITY AND MEDICAL EXPENSES DEFINITIONS Form SS 00 DB 04 05 15 15 16 16 16 16 16 17 18 18 20 l BUSINESS LIABILITY COVERAGE FORM Various provisions in this policy restrict coverage. Read the entire policy carefully to determine righls, dulies and what is and Js not covered. Throughout this poltcy lhe wards "you" and "your" refer lo the Named Insured shown in lhe Declaralions. The words "we", "us" and "our" refer to the slack insurance company member ofThe Hartford providing this insurance. The word "lnswed" mec!llS any pe19on or organ!~aUon 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. -Liebillly And Medlcal Expenses Definitions. A. COVERAGES 1. BUSINESS LIABILITY COVERAGE (BODILY INJURY, PROPERTY DAMAGE, PERSONAL AND ADVERTISING INJURY) Insuring Agreement a. We wlll pay those sums that the insured becomes legally obligated lo pay as damages because of "bodily injury", "properly damage" or "personal and advertising injury" to which this insurance applies. We wlll 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 "peraonal and adverUsing 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 resull 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 limlt of Insurance in lhe payment of judgments, set1lements or medical expenses to which this Insurance applies. No other obligation or liability to pay sums or perform acls or services is covered unless expllclUy provided for under Coverage Extension -Supplementary Payments. b. This Insurance applies: (1) To "bodily injury" and "property damage" only If: Form SS 00 08 04 05 (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 periad;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 "bodlly 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 lo lhe policy period. (2) To "personal end advertising Injury" caused by an offense arising out of your business, but only If U,e offense was committed in the "coverage territory" during the policy period. c. "Bodily injury" or "property damage" will be deemed lo have been known to have occurred at lhe 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; Page 1 of 24 © 2005, The Hartford BUSINESS LIABJLITY COVERAGE FORM (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 lo 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 lhe rendering of or failure to render professional health care services as a physician, dentist, nurse, emergency medical technician or paramedic shall be deemed ta be caused by an noccurrence", 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 occupaUon of providing such services. (2) For the purpose of determining the lfmits of Insurance for incidental medical malpracUce, 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 wlll 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; pravfded U,at (1) The accidenL takes place fn the "coverage territory" and during the policy period; (2) The expenses are incurred and reported to us within three years of lhe date of the accident; and (3) The Injured person submits lo Page 2 of 24 examination: at'· our expense, by physicians of our choice as often as we reasonably require. b. We will make these payments regardless of fau!L These payments will not exceed lhe applicable limit of insurance. We will pay reasonable expenses for: (1) First aid administered at the lime of an accident; (2) Necessary medical, surgical, x-ray and dental services, Including prosthetic devices; and {3) Necessary professional services. ambulance, nursing and 3. COVERAGE EXTENSION - SUPPLEMENTARY PAYMENTS hospital, funeral 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 lo $1,000 for the cost of ball bands required because of accidents or traffic law violations arising out of the use of any vehicle to which Business Liablllty Coverage for "bodUy lnjuryn applies. We do not have lo furnish these bonds. (3} The cost of appeal bonds or bands lo release attachments, but only for bond amounts wlU,ln the applfcable limit of Insurance. We do not have lo furnish U,ese bonds. (4) All reasonable expenses Incurred by the Insured at our request lo assist us in the lnvestlgaUon 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 U,e insured on that part of the judgment we pay. If we make an offer lo pay the applicable limit of insurance, we will not pay any prejudgment Interest based on lhat period of time after lhe 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 U,e applicable limit of insurance. Any amounts paid under (1) through (7) above wlll not reduce the limits of insurance. ,;; ··: Form SS 00 08 04 05 b. If we defend an insured against a "suit" and an lndemnilee of the Insured Is also named as a party lo lhe "suil", we will defend that indemnitee If all of lhe following condlllons are mel: (1) The "suit" against the !ndemnitee 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 llabillty assumed by the insured; (3) The obligation to defend, or the cost of the defense of, that indemnltee, · has also been assumed by the insured in the same "Insured contract"; (4) The allegations In the "suit" and lhe 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 lndemnltee against such "suie' and agree that we can assign the same counsel to defend the Insured and the lndemnllee; and (6) The indemnltee: (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 [n connection with the ''.suit"; · (il!) Notify any other Insurer whose coverage is available lo lhe indemnltee; and (Iv) Cooperale with us with respect lo coordinating other applicable insurance available to the indemnltee; and (b) Pmvides us with written authorization to: (i) Obtain records and other Information related la lhe "suit"; and (I!) Conduct and contra[ lhe defense of the indernnitee in such "suit''. Form SS DO OB 04 05 BUSINESS LIABILITY COVERAGE FORM So long as the above conditions are met, attorneys' fees Incurred by us in the defense of lhal indemnitee, necessary litigation expenses incurred by us and necessary litlgatlon expenses incurred by the indemnilee at our 11:quest will be paid as Supplementary Payments. Notwithstanding the provisions of Paragraph 1.b.(b) of Section 8. - Exclusions, such payments wnl not be deemed . to b.e .. darnage.s. Jgr "!JqdOY injury" .and "property damage" and will not reduce the Limits of Insurance. Our obligation to defend an insured's . indemn!tee and to pay for attorneys' fees and necessary litigation expenses as Supplementary Payments ends when: (1} We have used up lhe applicable limit of Insurance in the payment of judgments or setUements; 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) "Bodfly injury" or "property damege" 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 lo protect persons or property; or (2) "Personal and advertising Injury" arising out of an offense committed by, at Ille direction of or with the consent or acquiescence of the Insured wi\h 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 lo pay damages by reason of the assumption of liability in a conlracl or agreemenL This exclusion does nol apply lo liability for damages because of: {a) "Bodily injury", "property damage" or "personal and advertising lnjucy" lhat the insured woulp have · in lhe . absence of the contract or agreement; or Page 3 of 24 BUSINESS LIABILITY COVERAGE FORM (b) "Bodily Injury" or "property damage" assumed in a contract or agreement Uiat is an "Insured contract", provided the "bodily injury" or "property damage" occura subsequent lo U,e execution of the contract or agreement. Solely for the purpose of liability assumed ln an "insured con\racl", reasonable attorneys' fees and necessary llUgation expenses Incurred by or for a party otlief . Uiari ati insured are deemed to be damages because of "bodfly injury" or "property damage" provided: (i) Liability to such party for, or for the cost of, thal party's defense has also been assumed ln the same "Insured contract", and (ll) Such attorneys' fees and llt!gation expenses ara for defense of that party against a civil or alternative dispute resolution proceeding In which damages to which this insurance applies ara 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 alcoholtc beverages lo a person under the legal drinking age or undarthe Influence of alcohol; or (3) Any statute, ordinance or regulation relating to the sale, gift, dlstribullon or use of alcohollc beverages. This exclusion applies only if you are In !he 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 slmllar law. e. Employer's Liability "Bodily injury" to : (1) An "employee" of !he insured arising out of and in lhe course of: · (a) Employment by lhe insured; or Page 4 of24 (b) Perfomilng duties relaled lo U,e conduct of the lnsured's business, or (2) The spouse, ch!ld, paren~ brotller 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 obligallon to share damages with or repay someone _else wlio must pay damages because of the injury. This exclusion does not apply to liability assumed by the Insured· under an "Insured contract". f. Pollution (11 "Bodily injury", "property carnage" or "personal and advertising ·injury" arising out of the actual, alleged or threatened discharge, dispersal, seepage, migration, release or escape of "pollutants": (a) Al or from any premises, slte or location which Is or was at any time awned or occupied by, or rented ar loaned to any Insured. However, this s!.Jbparagraph does not apply to: (l} "Bodily Injury'' if suslained wtthin a bu!ld!ng and caused by smoke, fumes, vapor or soot produced by or originating from equipment that is used lo heal, cool or dehumidify lhe building, or equipment that Is used lo 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 U,e owner or lessee of such premises, sile or location has been added to your policy as an additional insured with mspect to your ongoing operations performad for Uiat 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 !hat additional insured; or Form SS 00 OB 04 05 (iii) "Bodily injury" or "property damage" arising oul of heal, smoke or fumes from a "hostile fire"; (bl Al or from any premises, site or location which is or was at any lime used by or for any insured or others for lhe handling, storage, disposal, processing or treatment ofwas\e; (c) Which are or were at any lime 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 lnsured's behalf are performing operations if lhe "pollutants" are brought on or to the premises, site or location ln connection with such operaUons by such Insured, contractor or subcontractor. However, !his subparagraph does not apply 1o: (i) "Bodlly Injury" or uproperty Form SS 00 OB 04 05 damage" arising out of !he 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 "moblle equipment" or its parts, if such fuels, lubricants or other operating fluids escape from a vehic le part designed to hold, store or receive !hem. This exception does not apply if the "bodlly injury" or "property damage" arises out of the lntentlonal discharge, dlspersal or release of the fuels, lubricants or other operating nuids, or if such fuels, lubricants or other opera\ing fluids are brought on or lo !he premises, site or location with the . intent . that they be discharged, dispersed or BUSINESS LIABILITY COVERAGE FORM released as part of Uie operations being performed by such insured, contraclor or subcontractor; (ii) "Bodily injury" or "pruperty damage" sustained wilhin a building and caused by the release of gases, fumes or vapors from materials brought into that building in cannecUan wtth operations being performed by you or on your behalf by a contractor or subc.ontraclor; or (ill) "Bodlly 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 direcUy or Indirectly on any insured's behalf are perfoITT1ing operations if the operations are lo test for, monitor, clean up, remove, contain, treat detoxify or neutralize, or In any way respond lo, or assess U,e effects of, "pollutants". (2) Any loss, cost or expense arising out of any: (a) Reques~ demand, orderorstatutory or regulatory requirement that any insured or others test for, monitor, clean up, remove, contain, !real, detoxify or neutralize, or in any way respond to, er assess U,e elfects of, "pollutants"; or (b) Claim ar suit by or on behalf of a governmental authority for damages because of !esUng for, monitoring, cleaning up, removing, containing, treating, detoxifying or neutralizing, or in any way responding to, or assessing !he effects of, "pollutants". However, this paragraph does not apply lo ![ability for damages because of "property damage" that the insured would have in !he absence of such request. demand~ order or statulory or regulatory requirement, or such claim or "suit" by or on behalf of a governmental authority. Page 5 of 24 BUSINESS LIABILITY COVERAGE FORM g. Aircraft, Auto Or Watercraft "Bodily Injury" or "property damage" arising oul of the ownership, maintenance, use or entrustmenl to olhers of any aircraft., "auto" or watercraft. owned or operated by or rented or loaned lo any i nsured . Use includes operaUon and "loading or unloading". This exclusion applies even if the claims against any insured allege negligence or other wrongdoing in the supervision, hiring, employmen~·training or monitoring of oU,ers by lhal 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 rs owned or operated by or rented or loaned lo any insured . This e:><cluslon does not app ly to: (1) A wate rcraft while ashore on premises you own or rent; (2) A watercraft you do not own that rs: (a) less than 51 feet longj and (b) Not bei ng used to carry persons for a cha rge; {3} Park[ng an "auto" on, or on the ways next to, premises you own or rent, provided the "auto" ls not owned by or rented or loaned to you or the ins ured; (4) Liablllty assumed under any "insure:tl 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 lhe equipment listed In Paragraph f.(2) or f.(3) of the delinltlon of "mobile equipment''; or (6) An aircraft that is no t owned by any insured and is hired , chartered or loaned with a paid crew. However, lhis e:><cepHon does not apply If the insured has any otlier insurance for such "bodily Injury" or "property damage", whether the oliler insurance ls primary, excess, contingent or on any other basis . h . Mobile Equipment "Bodlly injury" or "property damage" arising out of: (1) The transportation of "mobile equipment" by an "auln" owned or operaled by or rented or loaned to any lnsu~d; or Page 6 of 24 (2) The use of "mobile equipment" in , or while In practice or preparaUon for, a prearranged racing, speed or demoll lion con test or in any stunllng activi ty . i. War "Bodily Injury", "property damage" or "personal and . advertising injury", however caused, arising , directly or ind irectly, out of; {1) ~.%Jnclu~i f!g undeclared Of civil war; (2) Warlike action by a milllary force, including E)clion in . hindering or defending against an actual or expected attack, by any government, sovereign or other authority using · · milllary personnel or other agents; or (3) lnsurrecUon, rebellion, revolution, usurped power, or action taken .by governmental authority In hindering or defending agai nst any of these. j. Professional Services "Bodily injury", "property damage" or "personal and advertising lnJury" arislng out of the rendering of or failure to render any professional service. This Includes but is nol limited to: (1) legal, accounting or advertising services; (2) Preparing, approving, or falling la prepare o r approve maps, shop drawings, opinions, reports, surveys, field orders, change orders, designs or drawings and specifications; (3) Supervisory, Inspection, arch!leclural or engineering activities; (4) fu1~dlcal , surgical, dental, x-ray or nursi'n.9 servlces treatment, advice or instruclloi;>: (5) Any health a/' therapeutic service treatment, advice or lnstr11ct)[ln; (6) Any service, lrealment, adv ice or instruclion 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; Fo r m SS OD 08 04 05 (B) Optomehy or optometric services including but not llmlted to examination of lhe eyes and lhe prsscnblng, preparation, litting,demonstration or dislribulion of ophthalmic lenses and simltar products; (9) Any: (a) Body piercing {not Including ear piercing); (b) Tattooing, including but not limited tci 11ie· hisertfon . of ·µlgmenls inio or under lhe skin; and (c) Similar services_; (10) qervices in the pracUce of pham,acy; 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 lo a person or damage to another's property; (2) Premises you sell, give away or abandon, if lhe "property damage" arises out of any part of those premises; (3) Property loaned t(! you; (4) Personal property in lhf'.! care, custody or control of the Insured; (5) That particular part of real property on which you or any contractors or subcontractors working direcUy 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 lncorreclly performed on il Fann SS 00 08 04 05 BUSINESS LIABILITY COVERAGE FORM Paragraphs (1 ), (3) and (4) of \his exclusion do nol apply kl "property damage" (other than damage by fire) lo premises, including lhe conlalls of such premises, rented lo 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 exclusim 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 eleval015. · Paragraphs (3), (4), (5) and (6) of this exclusion do not apply to liability assumed under a sidetrack agreement. Paragraphs (3) and (4) of lhls exclusion do not apply to "property damage" to borrowed equipment while not being used lo perform operations at a job site. Paragraph (6) of this exclusion does not apply lo "property damage" Included In the "products-completed op~rations hazard". I. 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 or ll and Included In the "producls-rmrnpleted operations hazard". Thls exclusion does not apply if the damaged work or the work out of which lhe damage arises was pe,iormed 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 producf or "your work''; or (2) A delay or failure by you or anyone acllng on your behalf to perform a contract or agreement in accordance with its terms. This exclusion does nol apply lo the toss of use of other property arising out of sudden and accidental physical Injury to "your product'' or "your wcirk" after it has been put lo its Intended use . Page 7 of 24 t::SU!::ilNES5 LIABILITY COVERAGE FORM o, Recall Of Products, Work Dr 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 pttfducr, Work or ·pmperfy is withdrawn or recalled from the market or from use by any person or organizatlon because of a known or suspectea defect, deliciency, inadequacy or dangerous condition in iL p. Personal And Advertis!ng Injury "Personal and advertising injury": (1) Arising out of oral, written or electronic publication of material, !f done by or at the dlrsctlon of the Insured with knowledge ofits falsity; (2) Arising out of oral, written or electronic pubficatlon of n-iaterial whose first publlc:atlon took plcice before the beginning of the policy pe11od; (3) Arising out of a criminal act co,rnmitted by or at the direction of the rnsured; (4) Arising out of any breach of contraci, except an Implied contract lo use another's "advertlsing Idea" in your "advertisement''; (5) Arising oul of the failure of goods, products or services lo conform with any statement of quallly or performance made ln your "advertisement"; (6) Arising out of the wrong descripllon 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 authenucity. Page 8 of 24 However, this exclusion does not apply to infringement, in your "advertisement", of (a) Copyright; (b) Slogan, unless Iha slogan is also a trademark, trade name, servlce mark or olhi:fr designation of origin or authenticity; o~ (c) Tille or any literary or artistlc work; (B) Arising cul of an offense committed by an Insured whose business is: (a} Advertising, broadcasUng, 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 nol appT{ ti:i Paragraphs i. b. and c. under the definition of "personal and advertising Injury" in Section G. - Liability And Medical Experises Definitions. For the purposes of this exclusion, placing an "advertisement" for or !inking to others on your web site, by itself, is not considered the business of advertising, broadcasting, publishing or te!ecaslfng; (9) Arising out of en electronic chat room or bulletin board the Insured hosts, owns, or over which the Insured exercises control; (10) Arising out of U,e unauthorized use of another's name or product In your e-mail address, domain name or melatags, or any other sim!Jar tactics lo mfslead anoU,er's potential customers; (11) Arising out of the violation of a person's right of privacy created by any stale or federal acl However, lhls exclusion does not apply to liability for damages that the lnsured would have ln the absence of such state or federal act; (12) Arising out of: (a) An "advertJsement" 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 slte of others displayed within a frame or border on your web site. Contenl includes Information, code, sounds, text, graphics or images; or (d) Computer code, software or programming used to enable: (!) Your web site; or (ii) The presentation or functionality· of an "advertisement" or other content on your web site; Form SS 00 OB 04 05 (13) Arising out of a violation of any anti- trust Jaw; (14) Arising out of the fluctuation In price or value of any stocks, bonds or other securities; or (15) Arising oul of discrlmlnation or humiliation committed by or at the direction of any "executive officer", director, stockholder, partner or member of the insured. q. Ele·ctrofiic Data Damages arising out of the lass of, loss of use of, damage to, corruption of, Inability to access, or inability to manipulate "electronic. data". r. Employment-Related Practices "Bodliy Injury" or "personal and advertising injury" to: (1) A person arising out of any: (a) Refusal to employ that person; (b) Tennlnation of that person's employment; or (c} Employment-related practices, policies, acts or omissions, such as coercion, demotion, evaluatlon, reassignmen~ discipline, defamation, harassmen~ humliiation or discrimination directed pt that person; or (2} The spouse, chlid, paren~ brother or sister of that person as a consequence of "bodlly 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 advertlslng Injury" arising out of lhe "asbestos hazard". {2} Any damages, Judgments, settlements, loss, costs or expenses that Form SS 00 OB 04 05 BUSINESS LIABILITY COVERAGE FORM (a) May be awarded or incurred by reason of any claim ar suit alleging actual or threatened injury or damage of any nalure or kind lo persons or property which would not have occurred ln whole or in part but for the "asbeslos hazard"; (b) Arise out of any request, demand, order or s!alutory or regulatory requirement lhat any insured or oJb~J.S _ l~~t fo.r,. m QII]lQ[, _ i,lea rum, remove, . encapsulate, contain, treat, detoxify or neutralize or In any way respontj to or assess the effects of an "asbeslos hazard'~ or (c) Arise out of any claim or suit for damages because of testing for, monlloring, cleaning up, removing, encapsulating, containing, trealing, detoxifying or neutralizing or in any way responding to or assessing the effects of an "asbestos hazard". L Violation Of Statutes That Govern E- Malls, Fax, Phone Calls Or Other Methods Of Sending Material · Or Information "Bodily injury", "property damage", or "personal and advertising Injury" arising directly or indirectly out of any action or omission that violates or is alleged to violate: (1) The Telephone Consumer Protection Act (TCPA), Including any amendment of or add!Uon to such Jaw; (2) The CAN-SPAM Act of 2003, including any amendment of or addition to such 11'lw;or (3) Any .atalute, ordinance or regulation, other lhar1 the TCPA or CAN..SPAM Act of 2003, that prohibits or limits lhe sending, lransmllting, communicating or distribution of material or lnfonnatlon. Damage To Premises Rented To You - Exception For Damage By Fire, Lightning or Exploslon Exclusions c. through h. and k. through o. do not apply to damage by fire, lightning or explosion lo premises rented to you or tempqrarily occupied by you wiU1 permission of the owner. A separate Limit of Insurance applies to this coverage as described in Section D. -Liability And Medical Expenses Limits or Insurance. Page 9 of 24 uu,;,1('11 t:~u 1-lr\CJLI J T l.UVl::KAGI:: rDRM 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 p remls.es 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 dlsabllity benefits law or a similar law. e. Athletics Activities To a person injured wh!le practicing, instructing or participating In any physlcal exercises or games, sports or athletic contests. f. Products.Completed Operations Hazard Included with the "products-completed operations hazard". g. Business Uabfllty Exclusions Excluded under Business Liability Coverage. C. WHO IS AN INSURED 1. If you are designated in U,e Declarations as: a. An lndlvfdual, 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 membe1S, your partners, and their spouses are also insureds, but only with respecl to the conduct of your business. c. A limited llability company, you are an insured. Your members are also insureds, but only with respecl 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 Jiabilfty company, you are an insured. Your "executive officers" and directors are Insureds, but only with respect to their dull~ a~ your officers or directors. Your slockholders are also Insureds, but only with respect la their llab!ITty as stockholders. Page 10 of24 e. A trust, you are an insured. Your trustees are also Insureds, but only with respect lo their du lies as trustees. 2. Each of the following ls 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; jointventure or ·limited liabflity company) or your managers (if you are a limited liabillty company), but only far act;; 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" whlle performing duties related to the conduct of your business; (b) To the spouse, child, parent, brother or sister of thal co- "employee" or that "volunteer worker'' as a consequence of Paragraph (1)(a) above; · (c) For which there is any obllgation 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 nol apply lo any nurse, emergency medical lechnician or paramedic employed by you to provide such services. (2) "Property damage"·to p"roperty: (a) Owned, occupied or used by, Form 55 00 08 04 05 (bl Rented lo, 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 actjng as your real estate manager. c. Temporary Custodians Of Your Property Any person or organlzallon having proper temporary custody of your property if you die, but only: (1) With respect to llablllty arising out of lhe 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 dle, but only with respect lo duties as such. That representative wllf 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 oflhls Coverage Part. The insurance afforded herein for any subsidiary not shown tn the Declarations as a named Insured does not apply to injury or damage wllh respect lo 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 limlls 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 lhe voting stock, will qualify as a Named Insured if there is no other simllar insurance available to that organization. However. a. Coverage under this provision is afforded only until the 1 BOth· day after yor.1 acquire or form the organization or the end of the policy period, whichever is earlier; and Form SS 00 OB 04 05 BUSINESS LIABILITY COVERAGE FORM b. Coverage under this provision does not apply lo: (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 lhe organization. 4. Operator Of Mobile Equipment With-respect -lo !'mobile -equipment~-registered -in your name under any molar veh lcle registration law, any person is an Insured while drjving such equipment along a public highway wilh your permission. Any other person or organization responsible for the conduct .of such person ls also an Insured, but only wm, respect lo llablnty arising out of the operation of \he equipment, and only If no other Insurance of eny kind is available to that person or organization for this liabinly. However, no person ororganiz.aUon Is an Insured with respect to: a. "Bodily Injury" to a co -"employee' of the person driving the equipment; or b. "Properly damage" to properly owned by, rented to, In the charge of or occupied by you or Uie employer of any person who ls 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 wllh your permission. Any other person or organization responsible for the conduct of such person Is also an insured, but only wilh respect lo liability arising out of !he operation of the watercraft, and only lf no other insurance of any kind is available to that person or organization for this llability. However, no person or organization is an insured with respect to: a. "Bodily injury" to a co-"ernployee" of the person operating the watercraft, or b. "Property damage" to property awned by, rented to, in the charge of or occupied by you or the employer of any parson who is an insured under this provision. 6. Additional Insureds When Required By Written Contract, Written Agreement Dr Permit The person(s) or organization(s) identified in Paragraphs-a'.-·Uirough·t." b'elow are addltional insureds when you have agreed, In a written Page 11 of 24 BUSINESS LIABILITY COVERAGE FORM contract, written agreement or because of a permil issued by a stale or polilical subdivision, thal such person or organization be added as an addltional insured on your policy, provided the injury or damage occurs subsequent to U,e 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, agrn!;!mml or p.ern1it. However, no such person or organization Is an . addltlonal insured under this provision If such person or organization is included as an addltlonal insured by an .endorsement lssuad by us and made a part of this Coverage Part, includlng alt 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 organlzation(s) [referred lo below as vendor), but only wllh respect lo "bodny injury" or "property damage" arising out of "your praducls" which are distributed or sold in U,e 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 U,e following additional exclusions: Page 12 of24 Thls insurance does not apply ta: (a) "Bodily injury" or "property damagen for which the vendor Is oblfgated to pay damages by reason of the assumption of liability In a contract or agreemenL This exclusion does not apply ta 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 chemlcal change in the product made intentionally by the vendor; (d) Repackaging, except when unpacked so lely for U,e · purpose of inspection, demonstration, testing, or the s.ubstilution of parts .. under .. instructions fi:om .. the manufacturer . and the;· repackag~d · 1n th~ original container; (e) Any failure lo make such Inspections, adjustments, tests or servicing as U,e vendor has agreed lo make or normally undertakes lo make in the usual course of business, in connection with the distribution or sale or the products; {f) Demonstration, !nstallatlon, servicing or repair operations , '?_><_CE!P.l ?uch gg!fill~0'1!:! P-g[f.Qrrn~c! at !he vendor's premises in connection wilh the sale of the produc~ (g) _Pruducls which, aft~r distribution or sale by you, have been labeled or relabeled or used as a container, part or Ingredient or any oU,er U,ing or substance by or for the vendor; or (h) "Bodily Injury" or 1'property damage" arising out of the sols negligence of the vendor for· its own acts or om issions or those of its employees or anyone else acting on its behalf. However, this exclusion does not apply La: (I) The exceptions contained in Subparagraphs (d) or (f); or (il) Such Inspections, adjustments, Lests or servicing as U,e vendor has agreed to make or normally undertakes lo make In the usual course of business, in connection wllh the distribution 1..,"',r sale of the products. {2) This Insurance does not apply lo any insured person o.r or9anlzatian from wham you have acquired sui::h products, or any ingredlen~ part or conifilm~r: entering into , accompanying or canraining such products. b. Lessors Of Equipment (1) Any person or organ ization 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 la you by such person or organization . Form SS 00 OB 04 05 (2} Wilh respect la the insurance afforded to these additional insureds, U,is insurance does nal apply to any "occurrence" which takes place after you cease to lease lhal equlprnenl c. Lessors Of Land Or Premises (1) Any person or organization fram whom you lease land or premises, but only with respect lo liability arising aut of the ownership, maintenance or use of J!:lJ!l. part of .the land . or premises leased lo you. (2) With respect to the insurance afforded to these addiUonal -Insureds, this Insurance does not apply to: (a} Any "occurrence" which lakes place after you cease lo 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 liablllty for "bodily Injury", "properly 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 far you, Includ ing: (a) The . preparing, approving, or failure to prepare or approve, maps, shop drawings, opinions, reports, surveys, field orders, change orders, designs or drawings and specificali~ns; or . (b) Supervisory, lrisp.ection, archltectural or engineering activities . Form SS 00 08 04 05 BUSINESS LIABILITY COVffiAGE FORM e. Pennits Issued By State Or Political Subdivisions (1) Any stale or polilical stixllvision, but only with respect to operations performed by you or on ,our behalf for which the stale or political subdivision has issued a permil (2) With respecl to the insurance afforded ta these additional Insureds, this Insurance does not apply Ill: (a)· "soaily mJury", ·"property · daniagel or "personal and advertis ing injury" arising out of operations performed for the slate or municipality; or (b) "Bodny lnjuf)I" or •property damage" included within the "products- cornpleled operations lmard'. 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 llabllity 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 an your behalf: (a) In the performance of your ongoing operations; (b) ln connection with your premises owned by or rented lo you; or (c) In connection with "your work" and Included within the "products- cornpleted operations hazard", but only If (i) The written contract or written agreement requires you lo provide such coverage lo such additional Insured; and (li) This Coverage Part provides coverage for "bodily injury" or "property damage" included within the . "products- completed operations hazard". (2) With respect lo the insurance afforded lo these additional insureds, this Insurance does not apply lo: "Bodily injury", "property damage" or "personal and advertisfng injury " arising out of the rendering of, or the failure to render, any professional architectural, engineering or surveying services, including: Page 13 of24 BUSINESS LIABILITY COVERAGE FORM (a) The preparing, approving, or failure la prepare or approve, maps, shop drawings, opinions, reports, surveys, field orders, change orders, designs or drawings and specifications; or (b) Supervisory, inspection, archileclural or engineering activll!es. The limits of insurance that apply ta additional insureds are described In ·Section ·-0.:.... Limits Of Insurance. How this Insurance applies when other insurance ls available to an additlanal Insured ls described in the Other Insurance Condition in Section E. -Uability And Medical Expenses General CondlUons. No person or organization Is an Insured with respect lo the conduct of any current or past partnership, joint venture or limited llabil!ty company \hat is not shown as a Named Insured in lhe Declarations. D. LIABILITY AND MEDICAL EXPENSES LIMITS OF INSURANCE 1. The Most We WIii 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-compleled operations hazard" ts the Products-Completed Operations Aggregate Limit shown in the Declaratlons. b. Damages because of all other "bodily injury", "property damage" or "personal and advertising injury", Including medical expenses, ls 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 lols, or premises whose connection is interrupted only by a street, roadway or righl-of-way of a rallroad . Page 14 of 24 This General Aggregate lim!L does not apply to "property damage" ta premises while rented to you or temporarily occupied by you with permission of the owner, arlsing out of fire, lightning or explosion. 3. Each Occurrence Limit Subject to 2.a. or 2.b above, whichever applies, U,e mast we will pay for the sum of all damages because of all "bodily inju,y•, "p'rdpertr claiiiage" . ana iii'eoical" expenses arising out of any one "occurrence" Is the Liability and Medical Expenses Llmit 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 wlll pay for the sum of ail damages because of al\ "personal and advertising injury" sustained .by any one person or organization is the Personal and Advertising Injury Limit shown ln U,e Declarations. 5. Damage To Premises Rented To You Limit The Damage To Premises Rented To You Umlt is the most we wlll pay under Business Liability Coverage for damages because of "property damage" to any one premises, while rented to you, or In the case of damage by fire, lightning or explos!on, while rented to you or temporarlly occupied by you with pennlssion of the owner. In the case of damage by lire, lightning or explosion, the Damage lo Premises Rented To You Limit applies to al! damage proximately caused by the same event, wheU,er such damage results from lire, lightning or explosion or any combination of these. 6. Haw Limits Apply To Additional Insureds The most we wlll pay on behalf of a person or organization who ls 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 polltical subdivision; or b. The Limits of Insurance shown in lhe Declarations . Such amount shall be a part of and not in addition ._to the Limits :of Insurance sh.own in the Declarations and described in this SecLion . Form SS 00 08 04 05 lf more than one llmit of insurance under this policy and any endorsements attached thereto applies to any claim or "suit", the most we w.il! pay under this policy and the endorsements 1s the single highest limit of liability of all coverag~s appficable to such claim or. "suit". However, this paragraph does not apply lo the Medical Expenses limit sel forth In Paragraph 3. above. The Limits of Insurance of this Coverage Part. apply separately to each consecutive annual period and_ to any remaining per! od of le_s~ than 12_ manµ,~, s\artirm willi ·1ne ·begiiiniiiif ci(t}ie policy period ~hown in the Declarations, unless the policy period is exten_ded after issuance for an addilional period of Jess 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 lnsured or of the insured's estate wiJJ not r~lleve us of our obllgaUons under this Coverage Part. 2. Duties In The Event Of Occurren~e. Offense, Claim Or Suit a. Notice Of Occurrence Or Offense You or any additional insured must see to it that we are notlfled as soon as practicable of an "occurrence" or an offense which may result In a claim. To Iha 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 mads or ''suit" is brought against any insured, you or any additlonai insured must (1) Immediately record the specifics oftha claim or "suil" and lhe dale 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 Form SS 00 08 04 05 BUSINESS LIABILITY COVERAGE FORM (1) lmmedtate!y send us copies al any demands, notices, summonses or legal papers received in connection with lhe claim or "suit"; (2) Authorize us to obtain records and olher information; (3) Cooperate with us In the investigation, settlement of the claim or defense against the "suit"; and (4) Assist us, upon our reques~ in the enftli'cement · of any · nghl against' iiriy 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 lnsured's Own Cost No lnsurad wm, except al that insured 's own cost, valuntanly make a payment, assume any obligation, or incur any expense, olher than forfirsta[d, wilhout our consenL e. Additional lnsured's Other Insurance lf we cover a claim or "sull" under this Coverage Part that may aisa be covered by other Insurance avaliable lo an additional Insured, such addltianal insured must submit such claim or •suit" to the other Insurer for defense and indemnity, However, !his provision does not apply lo the extent that you have agreed In a written contract, written agreement or permit thai !his insurance is primary and non-contributory· with the addltlonal insured's own Insurance. f. Knowledge Of An Occurrenc~! Offense, Claim Or Suit Paragraphs a. and b. apply to you or lo any additional insured only when such "occurrence", offense, c;laim or "sull" Is known to: (1) You or any additional insured that ls 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 llab!iily company; (4) Any "executive officer" or Insurance manager, if you or an additional insured is a corporaUon; (5) Any trustee, lf you or an additional insured is a trust; or (6} Any elected or..appoint~d offici_al, if_you or'ti.n '·add!tfonal'insured is a polltical subdivision or public enllty. Page 15 of 24 BUSINESS L\ABlLITY COVERAGE FORM 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 responsibil!Ly for U,e future under the provisions of any motor vehicle financial responsibility law, the insurance provided by the po!lcy for "bodily injury" liability and "property damage" liability w!II comply with \he provisions of the law lo the-extent of-the -coverage-and -limits or insurance required by that law. . b. With respect to "mobile-equipment" lo which th!s insurance applies, we · will provide any liability, uninsured motorists, underlnsured .motorists, no-fault or oU,er coverage required by any motor vehicle law. We wlli provide the required limits for those coverages. 4. Legal Action Against Us Na 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. Ta sue us on U,!s 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 Hable 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 setUement and release of liabllity signed by us, the insured and the claimant or the clalmant's legal representative. 5. Separation Of Insureds Except with respect to the Um its of Insurance, and any rights or duties specincaliy assigned in this policy to the first Named Insured, this insurance applies: a. As if each Named Insured were Lhe only Named Insured; and b. Separately to each insured against whom a claim Is made or "suit" is broughl 6. Representations a. When You Accept This Polley By accepting lhis policy, you agree: {1) The statements in the Declarations are accurate and complete; :._, (2) Those stats·me~ts are based upon represent.aliens you made lo us ; and Page 16 of24 (3) We have issued this polfcy in reliance upon your representations . b. Unintentional Failure To Dfsclose Hazards lf unintentionally you should fail to disclose all hazards relating lo the conduct of your business al lhe inception date of th is Coverage Part, we shall nol deny any coverage under this Coverage Part because of such failure. 7. Other tn·surance If other valid . and collecllble insurance is available for a /ass we cover under this Coverage Part, our obllgatlons are limited as follows: a. Primary Insurance This insurance is primary except when b. below applies. If other Insurance is also primary, we wlll share wllh all that other insurance by the meUiod described in c. below . b. Excess Insurance This insurance is excess over any of the oU,er insurance, whether primary, excess, contingent or on any other basis: (1) YourWork That ls Are, Extended Coverage, Builder's Risk, installation Risk or similar coverage for "your work"; (2) Premises Rented To You That is fire, !ighlnlng or explosion insurance far premises rented to you or temporarily occupied by you with permission of \he owner. {3} Tenant Liability That is Insurance purchased by you to cover your liabillty as a tenant for "property damage" to premises rented lo you or temporarily occupied by you with permission of the owner, (4} Aircraft, Auto Or Watercraft If the lass arises out of the maintenance or use of aircraft, "autos" or watercraft to Lhe extent nol subject to Excluslon 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 or elevators to the extent not subject to Exclusion ·k. of Section · A. - Coverages. Form SS 00 OB 04 05 Insured -State Or Political Subdivision - Permits, but only wllh respect lo operations performed by you or on your behalf for which the slate or political subdivision has issued a permit. b. With respect to the insurance afforded lo these additional insureds, lhe following additional exclusions apply: This insurance does not apply to: (1) "Bodlly injury", "property damage" or "personal and· .. advertislii'(j injury" arising out of operations perfonned for the stale or municfpallly; 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 es an addll!onal Insured the person(s) or organizal!on(s) (referred to below as vendor) shown in the Declarations as an Additional Insured - Vendor, but only with rsspeot lo "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 lo the followlng additional excluslons: (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 llablllty in a contract or agreemenL This exclusion does not apply lo liability for damages !hat the vendor would have fn 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 fur the purpose of inspecUon, demonstration, testing, or lhe substitution of parts under instructions from the manufacturer, and · then repackaged in the original container; Form SS 00 OB 04 05 BUSINESS LIABILITY COVERAGE FORM (e} My failure lo make such inspeclions, adjustments, tests or servicing as the vendor has agroed lo make or normally undertakes to make in U,e usual c(II.Jrse of busfriess, in connection wilh lhe distribution or sale of the products; (f) Demonstration, fnstallatlon, servicing or repair operations, except such operations performed at --the -vendor's .. premises in connection with the sale of the pcoduct; {g) · Products which, after dlstribuUon 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 acUng on its behalf. However, this exclusion does not apply lo; (i) The exceptions contained in Subparagraphs (d) or (f); or (ii) Such lnspecUans, adJustments, tests or servicing as the vendor has agreed to make or normally undertakes !o make In the usual course of business, In connecUon with the dfstriJJulion or sale of \he 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 inlo, accompanying or containing such products. B. Additional Insured -Controlling Interest WHO IS AN INSURED under SecUon 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 liablllty arising out of: a. Their financial control of you; or b. Premises they own, mein!aln or control w~lle you lea.se o.roccup~"these premises . Page 19 of24 BUSINESS LIABILITY COVERAGE FORM This Insurance does not apply to structural alterations, new construction and demolillon 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 lo include as an additional Insured the person{s) or organizalion{s) shown.In the DeclaraUc:ins-as-an -Additional Insured -Owner, Lessees Or Contractors, but only w!th respect to liabll!ty for "bodily Injury", "property damage" or "personal and advertising injury". caused, in whole or ln part, by your acts or omissions or lhe acts or omissions of those acting on your behalf: {1) In the performance of your ongoing operations for the additional lnsured(s); or {2) In connection with "your work" performed for thaf additional insured and included within the "products- comple!ed operations hazard", but only if tills Coverage Pi:i'.rt provides coverage for "bodlly inJu.ry" or "property damage" included within the "products-completed operation§ hazard". b. With respect to the Insurance afforded to these additional Insureds, this insurance does not apply to "bodlly Injury", "property damage" or "personal an advertising Injury" arising out of the rendering of, or the tanura to render, any professional archllectural, 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 acUvities. 10 . Additional Insured -Co-Owner Of Insured Premises WHO IS AN INSURED under Section C. is amended lo lriclude 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"beclarations. Page 20 of 24 The limits of insurance lhat apply lo 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. - Liabiltty And Medical Expenses General Condllions. G. LIABILITY AND MEDICAL EXPENSES D~f!t-{ff!QN§ . 1. "Advertisement" means lhe widespread pub lic . dissemination of information or Images that has the purpose of inducing the sale of goods, products or serviaes thrmmh: a. (1) Radio; (2) Television; (3) Billboard; (4) Magazine; (5) Newspaper; b. The internet, but only that part of a web slte that is about goods, producls or services for the purposes of inducing the sale of goads, products or services; or c, Any other publication that Is given widespread public distribution. However, "advertisement" does not include: a. Toe 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 U,rough a computer network. 2. "Advertisii~.9 idea" means any idea for an "advertiseme1-;>l". 3. "Asbestos hazard" means an exposure or lhreat of exposure ta the actual or alleged properties of asbestos arid includes lhe mere presence of asbestos in any form. 4. "Auto" means a land motor vehicle, trailer or sernl-lraller designed for travel on public roads, including any attached machinery or equiprnenl 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 angt,J_ish o_r death at an_y.,tlme. 6. "Coverage territory" means: Form SS DO OB 04 05 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 lransportallon 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·tenitory describecfln· a. aodve; (2} The activities of a person whose home Is In the territory described in a. · above, but Is away for a short tlme on your-business; or (3) "Personal and advertising Injury" offenses lhat take place through the Internet or simTiar electronic means of communlcatlon provided the insured's responsibility to pay damages Is determined In the United States of America Oncluding its territories and possessions), Puerto Rico or Canada, In a "suit" on lhe merits according to the substantive !aw In such territory, or in a setilernent 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 appllcallons software, hard or nappy disks, CD-ROMS, tapes, drives, cells, data processing devices or any other media which are used with electronically controlled equipmenl B. "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, consUtulion, by-laws or any other similar governing documenl 10. "Hostlle fire" means one which becomes uncontrollable or breaks out from where It was intended to be. 11. "Impaired property" means tangible property, al.her than "your producl'' or "your work", that cannot be used or is less useful because: a. It incorporates "your product" or '.'your work" that ls known or thought to be defective, deficien~ Inadequate or dangerous; or Form SS 00 08 04 05 BUSINESS LIABILITY COVERAGE FORM b. You have failed to fulfill the tenns of a contract or agreement; if such property can be restored lo use by: a. The repair, replacement, adjustment or removal of "your product" or "your work"; or b. Your rutrnling the terms or the contract or agreemenl 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 lo premises while rented to you or temporarily occupied by you with permission of \he owner fs subject to the Damage To Premises Rented To You limit described In Section D. -Uability and Medical Expenses Limits of Insurance. b. A sidetrack agreement; c. Any easement or Jfcense ag·reement, includlng an easement or license agreement in connection with construction or demolition operations on or within 50 feet of a railroad; d. Any oblfgatlon, es required by ordinance, to indemnify a municipality, except in connection with work for a munlclpality; e. An elevator maintenance agreement; or f. That part of any alher contract or agreement pertaining to your business {Including an indemn!ficatlon of a municipality in connection with work performed for a munlclpallty).under which you assume the tort llablllty of another party lo pay for "bodlly injury" or "property damage" lo 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 liabillty means a liability that would be imposed by law in the absence of any contract or agreemenL 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 conlract or agreement Page 21 of 24 BUSINESS LIABILITY COVERAGE FORM (1) Thal indemnifies an architect, engineer or surveyor for injury or damage arising oul 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-falling 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 oul of the insured's rendering or failure lo render professional services, including those i!sted In (1} above and supervisory, lnspecUon, archltectural 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 !t ls accepted for movement Into or onto an aircraft, watercraft or "auto"; b. While it rs in or on an aircraft, watsrcraft or "auton; or c. While lt is being moved from an aircraft, watercraft or "auto" to the place where it ls finally delivered; but "loading or unloading" does not include U,e movement of property by means of a mechanical device, other lhan a hand truck, that Is not attached to U,e 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 publfc 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: Page 22 of 24 (1) Power cranes, shovels, loaders, diggers or drills; or (2) Road construction or resurfacing equipment such as graders, scrapers or rollers; e. Vehicles not described in a., b., c., or d. above lhat are not self-propelled and are maintained primarily lo provide mobility to permanently attached equipment of the following types: {1) Atr · compressors, pumps and generators, · Including spraying, welding, building cleaning, geophysical exploration, fighting and well servicing equipment; or (2) Cherry pickers and slmllar 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 nol construcllon or resurfacing; or (c) Street cleaning; {2} Cherry pickers and similar devices mounted on automobile or . truck chassis and used to raise or lower wa.rkers; and (3) Air co.mpressors, pumps and generators, Including spraying, welding, bu·/!dfng cleaning, geophysical exploratior1, lighting and well servicing equipmenl 16. "Occurrence" means an acctden~ Including continuous or repeated exposure to substantially lhe same general harmful conditions. 17. "Personal and advertising Injury" means injury, including consequential "bodlly injury", arising out of one or more of the following offenses: a. False arrest, detention or imprisonment; b. Mallclous prosecution; Form SS OD OB 04 05 c. The wrongful eviction from, wrongful entry into, or invasion of the right of private occupancy or 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. Qral; written ·or-··electronlc--publicaUon · of material \hat violates a person's right of privacy; f. Copying, ln your "advertisement", a person's or organization's "advertising idea" or style of ''advertisement"; g, Infringement of copyright , slogan, or title of any Hterary or artistic work, in your "advertisement"; or h. Dlscrimlnattan or hurnlllation \hat results in injury to the feeUngs or reputation of a na\ural person. 18. "Pollutants " means any solid, liquid, gaseous or thermal initanl or cont.amlnan~ inc/!lding smoke, vapor, soot, fumes, acids, alkalis, chemicals and waste . Waste Includes malerials lo be recy"(,.ied, reconditioned or reclaimed. 19 . "Products-completed operations hazard"; a. Includes ail "bodily Injury" and "property damage" occurring away from premises you awn or rent and artslng out of "your product'' or "your work" except: (1) Products U,at 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 cornple\ed 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 lo its intended use by any person or oryanlzation other than another contractor or subcon\ractor working on the same projecl Form SS 00 DB 04 05 BUSINESS LIABILITY COVERAGE FORM Work that may need service, maintenance, correction, repair or replacement, but which is otherwise compie\e, 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 renL b. Doss··· ··nat · Tncmae ·"ooalry irijury" or "property· damage" arising out of: (1) The transportation of property, unle?s the injury or damage arises out of a condition in or on a vehicle not ovmed 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, unlnslalied equipment or abandoned or unused materials. 20. ''Property damage" means: a. Physical injury to tangible property, including all resulUng 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 13hall be deemed lo occur at the time of "ocDurrence" that caused lt. As used in !hls definition, "electronic data" is not tangible property. 21. "Su it" means a c{fll proceeding ln which damages because of "ti[ldlly injury", "property damage" or "personal ana' _advertising injury" to which this insurance applfe§ J3re 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 ln 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 la meet seasonal or short-term workload conditions. 23. "Volunteer worker" means a person who: a. Is not your "employee"; Page 23 of24 BUSINESS LIABILITY COVERAGE FORM b. Donates his or her work; c. Acts at the direction of and within the scope of duties determined by you; and d. Is not paid a fee, salary or other compensation by you or anyone else for their work performed for you. 24. "Your product": a. Means: (1) Any goods or products, other than real P!"OY-.~r!Y! ffi?!:'l_u~gt_l,Jf!)tj, .~C?Jc:J, h11rnc!led, 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), equipment with such materials, parts or furnished In connection goods or products. b. Includes: (1) Warranties or representations mads at any time with respect to the fitness, quality, durability, performance or use of "your product"; end Page 24 of 24 (2) The providing of or failure to provide warnings or instructions. c. Does not include vending machines or other property rented to or lm;ated for the use of others but not sold. 25. "Your worl<": a. Means: (1) Work or operations performed by you or on your behalf; and (2) · Materials, parts cir · equipment furnished In connection with such work or operations. b. Includes: (1) Warranties or representations made at any time with respect to the fitness, quallly, durability, performance or use of "your work"; and (2) The providing of or failure to provide warnings or Instructions. Form SS 00 08 04 05 Declaration of Sole Proprietorship DECLARATION AND ADDENDUM TO ALL CONTRACTS ENTERED INTO OR BID A WARDED TO: Col~ lv\. l..opt.:< , hereinafter "Organization" For the purpose of inducing the City of Cupertino ("City") to enter into any contracts with Organization, or to go forward with any contracts awarded to Organization, I declare as follows: I am the authorized representative of Organization, an independent contractor for the purposes of workers' compensation and labor laws in the State of California. This Organization will hire no employees for work required for any bid awarded or any contract entered into with the City. All work required will be performed personally and solely by me. If the Organization hires employees to perform this contract or any portion thereof, the Organization shall obtain workers' compensation insurance and provide proof of such coverage to the City. If the Organization hires a subcontractor to perform this contract or any portion thereof, and the subcontractor has employees, then the Organization shall require its subcontractor to obtain workers' compensation insurance coverage . In the alternative, the Organization shall obtain workers' compensation insurance coverage on behalf of the subcontractor's employees. This document constitutes a declaration by the Organization against its financial interest, relative to any claims that it may assert under the applicable workers' compensation and/or labor laws against the City relating to any bid awarded or contract entered into with this Organization. The Organization shall defend, indemnify and hold harmless the City from any and all liability, claims, demands, causes of action, charges, damages, injuries, fees including attorney fees, costs and expense that may be asserted or established by any person or entity in the event the Organization hires an employee in violation of this addendum. I agree that this declaration shall constitute an addendum to any bid awarded or any contract entered into with this Organization. I declare under penalty of perjury under the laws of the State of California that the foregoing is true and correct. DATE A~Z'?r;R·E~TATIVE Revised, 01 .05 .18 ACORD® CERTIFICATE OF LIABILITY INSURANCE I DA TE (MM/00/YYYY) ~ 01/25/2018 THIS CERTIFICATE IS ISSUED AS A MAITER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER, AND THE CERTIFICATE HOLDER. IMPORTANT: If the certificate holder is an ADDITIONAL INSURED, the policy(ies) must be endorsed. If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy, certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). PRODUCER RENEE HUBER LIC#OG86164 ~~~~~CT Renee Huber ~.9~sxtl· 925-484-2222 I FAX AGENT FOR STATE FARM INSURANCE {A/C Nol : 925-484-1716 312 A ST MARYS STREET ~to';l~ss : renee@reneehubeinsurance.com ~ PLEASANTON , CA 94566 PHONE 925-484-2222 INSURERISI AFFORDING COVERAGE NAIC# INSURER A: State Farm Mutual Automobile In surance Comoanv 2517S INSURED COLLEEN LOPEZ INSURER B : INSURER C: INSURER D : INSURER E: INSURER F: COVERAGES CERTIFICATE NUMBER: REVISION NUMBER: TH IS IS TO CERTIFY THAT THE POLI CIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED . NOTWI THSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WI TH RE SPECT TO WHI CH THIS CERTIFI CAT E MAY BE ISSUED OR MAY PERTAIN, THE INSURAN CE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS , EXC LUSIONS AN D CONDITIONS OF SUCH POLICIES . LIMITS SHOWN MAY HAVE BEEN REDUCED BY PA ID CLAIMS . INSR ADDL SUB R POLICY EFF POLIC Y EXP LTR TYPE OF INSURANCE OhlCD '"',n POLICY NUMBER IMMIDD/YYYY l IMM /00/YYYYl LI MITS GENERAL LIABILITY D D EACH OCCURRENCE $ -UAMA\ot I V KtN I c U COMMERCIAL GENER AL LI AB ILI TY PREMISES !Ea occurrencel $ - >--::::J CLA IMS -M ADE D OCCUR MED EXP (Any one person ) $ PERSONA L & ADV INJURY >--$ GENERAL AGGREGATE $ -GEN'L AGGRE GATE LIMIT APP LIES PER : PRODUCTS · COM P/OP AGG $ rxi POLICY n ':'bw,= nLOC s A AUTOMOBILE LIABILITY D D 01/02/2018 01/02/2019 COMBINED SINGLE LIMIT >--!Ea accident\ s ANY AUTO BODILY IN JURY (Per pers on) s 500 ,0 00 x -ALL OWNED X SCHEDUL ED BODILY INJ URY (Pe r accident) $ 500 ,0 00 AUTOS AUTOS -NON-0\IVNED PROPERTY DAMAG E -HIRED AUTOS -AUTOS IPer accide nt\ $ 100 ,0 00 $ UMBRELLA LIAB H OCCUR :D D EAC H OCCURRENC E $ - EXCESS LIAB CLA IMS-MADE AG GREGATE $ OED I I RETENTION $ $ WORKERS COMPENSATION I WCSTATU-I jOTH - AND EMPLOYERS ' LIABILITY TORY I IMI T<a ER Y/N ANY PRO PRIETOR/PARTNER/EXECUTIVE D D E.L. EACH ACCIDENT $ OFFICE/MEMBER EXC LUDED? N/A (Mandatory in NH) E.L. DISEASE -EA EMPLOYEE $ If yes, describe under E.L. DISEASE -POLICY LIMIT s n~r,r-n,nYl ()I\I ru::: r..ni::nATor"\ .. ,,.. h.ctn.u, ID I D DESCRIPTION OF OPERATIONS/ LOCATIONS/ VEHI CLES (Atta ch ACOR D 101, Additional Remar ks Schedule, if more spac e is required) A DDITIONAL INSURED : C ITY O F CU PERTINO, ITS CITY COUNC IL .OFF ICERS. O FFICIALS .EM PLOYEES, AGENTS, SERVANTS AND VO LUNTEERS ARE TO BE COVER ED AS ADDITION A L INS URED W ITH RESPECT TO LI ABI LITY A R ISING O UT OF WORK OR O PERATIONS PERFORMED BY OR ON BEHALF O F CONTRACTOR IN CLUDIN G MATERIALS, P A RTS OR EQUIPMENT FURNISHED IN CONNECTION WITH SUCH WORK OR OPERATIONS. CERTIFICATE HOLDER CITY OF CUPERTINO 10300 TORRE A VE CUPERTINO, CA 95014 ACORD 25 (2010/05) CANCELLATION SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS . © 1988-2010 ACORD CORPORATION. All rights reserved. The ACORD name and logo are registered marks of ACORD 100 1486 132849.6 11-15-2010 FIRST AMENDMENT TO AGREEMENT BETWEEN THE CITY OF CUPERTINO AND COLLEEN LOPEZ FOR AFFORDABLE HOUSING CONSUL TING SERVICES This First Amendment to the Agreem ent between the City of Cupertino and Co lle en Lopez , for reference dated December 14 , 2016 , is by and bet\veen the CTTY OF CUPERTINO, a municipal co rporation (hereinafter "City") a nd Co ll een Lopez a Cal iforni a individual ("Consultant") whose address is , and is made with reference to the following: RECITALS: A. On May 17 , 2016 , an agreement was entered into by and bet\veen City and Consultant (hereinafter "Agreement") for affordable housing consu lting services. B. City a nd Consu ltant desire to modify the Agreement on the te1111s and conditions set forth herein. NOW , THEREFORE, it is mutually agreed by and between and undersigned parties as follows: 1. Paragraph 1 of the Agreemen t is modified to read as follows: The te1111 of this agreement sha ll commence on May 17 , 2016 and shall terminate on December 31 , 20 17, unless terminated earli er as set forth herein . 2. Paragraph 3 of the Agr eement is modified to read as follows: 3. Con su lt ant sha ll be compensated for services performed pursuant to this Agreement in a total amount not to exceed SIXTY-NONE THOUSAND AND THREE HUNDRED dollars ($69 ,300.00) based on the rates and terms set fort h in Exhibit "C " 2 . The following Ex hibits to the Agreement, are amended and replaced to read as s hown in the attachments to this Amendment: a. Exhibit "A,"-Scope of Services and Compensation 3. Except as express ly modified herein , a ll other te1111s and covenants set forth in the Agreement shall remain the same a nd shal l be in full force and effect. TN WITNESS WHEREOF, the parties hereto have caused this modification of Agreement to be executed . CONSULTANT CTTY OF CUPERTINO A Municipal Corporation J By:~£ ~tlff/'~ Titl ~&s'"T WY //,<lA/.l/~0,-- RECOMMENDED FOR APPROVAL: By ~ ~ 0~'1..,/ Title ~~~ How~o y~ APPROVED AS TO FORM: ,-; Cit/ Atto rn ey A TTEST: ~c~P- c ity Clerk 'L--2..-I 7 EXPENDITURE DISTRIBUTION PO #2016 -555 Account: 265-72-711 700-702 Original Contract: $34,650.00 Amendment #1 A ddition: $34,650.00 Total: $69,300.00 Exhibit A Scope of Services and Compensation 1 Scope of Services: Consullanl s h a ll provide ge n era l affordable h o u si n g co n s ultin g services as req u es ted by the C ity of Cupertino . II. Compensation: City shall compensate Cons ultant for professional services in accordance with the terms a nd conditions of this Agreeme nt based o n th e rates and compensation sch ed ule set forth below. Co mpensatio n s h all be calc ul ated based on th e h o url y r ates set forth below up to th e not to exceed budget amount set forth below . The compensation to be paid to Consultant under this Agreement for all services described under Section 1 of thi s Exhibit sha ll not exceed $69,300 .00 . Any work performed or ex p enses incurred for which payment wou ld result in a total exceeding the maximum amount of compen sation set forth herein s hall be at no cost to the City. fil Rates: Hourly: $105 IV. Invoices In order t o request payment, Consultant sha ll submit monthly invoices to the CITY describing the services performed and the applicable c harges (including a s ummary of work performed during that quarter, personnel who performed the services, hours worked , task(s) for w hich wo rk was performed). V. Reimbursab le Expenses Norma l proj ect related reimbursab le ex p e n ses such as printing, postage, d e livery se rvi ce, lon g distance phone calls, facsimile transmissions, mil eage, a nd s p ec ial project-re lated supp li es. VI. Additional Services Consultant s h all provide additional services o utside of th e services identified in Exhibit A on ly by advance written a uthori za ti on from the City's Project Manager pri or to commen ce m e nt of any additional services . Consultant shall submit, at th e Project Manager's requ est, a detai le d written proposa l including a description of the scope of add itional services, schedule, and proposed maximum compensation. AGREEMENT BETWEEN THE CITY OF CUPERTINO AND COLLEEN LOPEZ FOR GENERAL AFFORDABLE HOUSING CONSULTING SERVICES THIS AGREEMENT, is entered into this 17th day of May, 2016 , by and between the CITY OF CUPERTINO, a California municipal corporation ("City"), and Colleen Lopez , whose address is (hereinafter referred to as "Consultant") (collectively referred to as the "Parties"). RECITALS: A. City is a municipal corporation duly organized and validly existing under the laws of the State of California with the power to carry on its business as it is now being conducted under the Constitution and the statutes of the State of California and the Cupertino Municipal Code. B. Consultant is specially trained , experienced and competent to perform the special services which will be required by this Agreement. C. Consultant possesses the skill , experience, ability, background , ce1iification and knowledge to provide the services described in this Agreement on the terms and conditions described herein. D. City and Consultant desire to enter into an agreement for general affordable housing consulting services upon the terms and conditions herein. NOW , THEREFORE, the Parties mutually agree as follows: 1, TERM The term of this Agreement shall commence on May 17 , 2016, and shall terminate on December 31 , 2016, unless terminated earlier as set forth herein. 2. SERVICES TO BE PERFORMED Consultant shall perform each and every service set forth in Exhibit "A", attached hereto and incorporated herein by this reference. 3. COMPENSATION TO CONSULTANT Consultant shall be compensated for services performed pursuant to this Agreement in a total amount not to exceed THIRTY FOUR THOUSAND, SIX HUNDERED AND FIFY dollars ($34 ,650.00) based on the rates and terms set forth in Exhibit "C," which is attached hereto and incorporated herein by this reference. 4. TIME IS OF THE ESSENCE Consultant and City agree that time is of the essence regarding the performance of this Agreement. 5. ST AND ARD OF CARE Consultant agrees to perform all services required by this Agreement in a manner commensurate with the prevailing standards of like professionals in the San Francisco Bay Area and agrees that all services shall be performed by qualified and experienced personnel who are not employed by the City nor have any contractual relationship with Colleen Lopez , Planning Consultant May 17 , 2016 -Decernber 31 -2016 Pa ge I of 10 City. 6. INDEPENDENT PARTIES City and Consultant intend that the relationship between them created by this Agreement is that of employer-independent contractor. The manner and means of conducting the work are under the control of Consultant, except to the extent they are limited by statute , rule or regulation and the express terms of this Agreement. No civil service status or other right of employment will be acquired by virtue of Consultant's services. None of the benefits provided by City to its employees, including but not limited to , unemployment insurance , workers' compensation plans , vacation and sick leave are available from City to Consultant, its employees or agents. Deductions shall not be made for any state or federal taxes , FICA payments, PERS payments, or other purposes normally associated with an employer-employee relationship from any fees due Consultant. Payments of the above items, if required , are the responsibility of Consultant. 7. IMMIGRATION REFORM AND CONTROL ACT (IRCA) Consultant assumes any and all responsibility for verifying the identity and employment authorization of all of his/her employees performing work hereunder, pursuant to all applicable IRCA or other federal , or state rules and regulations. Consultant shall indemnify and hold City harmles s from and against any loss , damage, liability, costs or expenses arising from any noncompliance of this provision by Consultant. 8. NON-DISCRIMINATION Consistent with City's policy prohibiting harassment and discrimination , Consultant agrees that it shall not harass or discriminate against a job applicant, a City employee, or a citizen by Consultant or Consultant's e mployee or subcontractor on the basis of race, religious creed , color, national origin , ancestry, handicap , disability, marital status , pregnancy, sex, age, sexual orientation , or any other protected class. Consultant agrees that any and all violations of this provision shall constitute a material breach of this Agreement. 9. HOLD HARMLESS IZI Standard Indemnification: Consultant shall , to the fullest extent allowed by law and without limitation of the provisions of this Agreement related to insurance, with respect to all services performed in connection with the Agreement, indemnify, defend , and hold hannless the City and its officers, officials, agents , employees and volunteers from and against any and all liability, claims , actions , causes of action or demands whatsoever against any of them , including any injury to or death of any person or damage to prope11y or other liability of any nature, whether physical , emotional , consequential or otherwise, arising out, pertaining to, or related to the negligent performance of this Agreement by Consultant or Consultant 's employees, officers, officials, agents or independent contractors. Such costs and expenses shall include reasonable attorneys' fees of counsel of City's choice, expert fees and all other costs and fees of litigation. The acceptance of the Services by City shall not operate as a waiver of the right of indemnification . The provisions of this Section surv ive the completion of the Services or termination of this Contract. Colleen Lop ez , Planning Consultant May 17 , 2016-December 31-2016 Page 2 of JO I 0. INSURANCE: A. General Requirements . On or before the commencement of the term of this Agreement, Consultant shall furnish City with certificates showing the type, amount, class of operations covered , effective dates and dates of expiration of insurance coverage in compliance with the requirements listed in Exhibit "D ". Such certificates, which do not limit Consultant's indemnification , shall also contain substantially the following statement: "Should any of the above insurance covered by this certificate be canceled or coverage reduced before the expiration date thereof, the insurer affording coverage shall provide thirty (30) days' advance written notice to the City of Cupertino by certified mail , Attention: City Manager." Consultant shall maintain in force at all times during the performance of this Agreement all appropriate coverage of insurance required by this Agreement with an insurance company that is acceptable to City and licensed to do insurance business in the State of California. Endorsements naming the City as additional insured shall be submitted with the insurance certificates. B. Subrogation Waiver. Consultant agrees that in the event of loss due to any of the perils for which he/she has agreed to provide comprehensive general and automotive liability insurance, Consultant shall look solely to his/her insurance for recovery. Consultant hereby grants to City, on behalf of any insurer providing comprehensive general and automotive liability insurance to either Consultant or City with respect to the services of Consultant herein , a waiver of any right to subrogation which any such insurer of said Consultant may acquire against City b y virtue of the payment of any loss under such insurance. C . Failure to secure or maintain insurance. If Consultant at any time during the term hereof should fail to secure or maintain the foregoing insurance, City shall be permitted to obtain such insurance in the Consultant's name or as an agent of the Consultant and shall be compensated by the Consultant for the costs of the insurance premiums at the maximum rate permitted by law and computed from the date written notice is received that the premiums have not been paid. D . Additional Insured. City, its City Council, boards and commissions, officers, employees and volunteers shall be named as an additional insured under all insurance coverages, except any professional liability insurance, required by this Agreement. The naming of an additional insured shall not affect any recovery to which such additional insured would be entitled under this policy if not named as such additional insured. An additional insured named herein shall not be held liable for any premium , deductible portion of any loss, or expense of any nature on this policy or any extension thereof. Any other insurance held by an additional insured shall not be required to contribute anything toward any loss or expense covered by the insurance provided by this policy . E. Sufficiency of Insurance. The insurance limits required by City are not represented as being sufficient to protect Consultant. Consultant is advised to confer with Consultant's insurance broker to determine adequate coverage for Consultant. F. Maximum Coverage and Limits. It shall be a requirement under this Agreement that any available insurance proceeds broader than or in excess of the specified minimum Insurance coverage requirements and /or limits shall be available to the additional insured City. Furthermore, th e requirements for coverage and limits shall be the minimum coverage and limits specified in this Agreement, or the broader coverage and maximum limits of coverage of any insurance policy or proceeds available to the Colleen Lo p ez , Pl a nning Consultant May 17 , 2016-Dece mber 31 -2016 Page 3of10 named insured , whichever is greater. 11. CONFLICT OF INTEREST Consultant warrants that it presently has no interest, and will not acquire any interest, direct or indirect , financial or otherwise, that would conflict in any way with the performance of this Agreement, and that it will not employ any person having such an interest. Consultant agrees to advise City immediately if any conflict arises and understands that it may be required to fill out a conflict of interest form if the services provided under this Agreement require Consultant to make certain governmental decisions or serve in a staff capacity as defined in Title 2, Division 6, Section 18700 of the California Code of Regulations. 12. PROHIBITION AGAINST TRANSFERS 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 without said consent shall be null and void , and any assignee, sublessee, hypothecate or transferee shall acquire no right or interest by reason of such attempted assignment, hypothecation or transfer. However, claims for money by Consultant from City under this Agreement may be assigned to a bank, trust company or other financial institution without prior written consent. Written notice of such assignment shall be promptly furnished to City by Consultant. The sale, assignment, transfer or other disposition of any of the issued and outstanding capital stock of Consultant, or of the interest of any general partner or joint venturer or syndicate member or cotenant, if Consultant is a paitnership or joint venture or syndicate or cotenancy, which shall result in changing the control of Consultant, shall be construed as an assignment of this Agreement. Control means fifty percent (50%) or more of the voting power of the corporation. 13. SUBCONTRACTOR APPROVAL Unless prior written consent from City is obtained , only those people and subcontractors whose names and resumes are attached to this Agreement shall be used in the performance of this Agreement. In the event that Consultant employs subcontractors, such subcontractors shall be required to furnish proof of workers' compensation insurance and shall also be required to carry general , automobile and professional liability insurance in reasonable conformity to the insurance carried by Consultant. In addition , any work or services subcontracted hereunder shall be subject to each provision of this Agreement. Consultant agrees to include with all subcontractors in their subcontract the same requirements and provisions of this Agreement including the indemnity and insurance requirements to the extent they apply to the scope of the subcontractor 's work. Subcontractors hired by Consultant agree to be bound to Consultant and City in the same manner and to the same extent as Consultant is bound to City under this Agreement. Subcontractor further agrees to include these same provisions with any sub- subcontractor. A copy of the Owner Contract Document Indemnity and Insurance provisions will be furnished to the subcontractor upon request. Consultant shall require all subcontractors to provide a valid certificate of insurance and the required endorsements included in the agreement prior to commencement of any work and will Colleen Lopez , Planning Consultant May 17 , 2016-December 31 -2016 Page 4 of 10 provide proof of compliance to City. 14. PERMITS AND LICENSES Consultant, at his/her sole expense, shall obtain and maintain during the term of this Agreement, all appropriate permits , certificates and licenses including, but not limited to , a City Business License , that may be required in connection with the performance of services hereunder. 15. REPORTS A. Each and every report , draft, work product, map , record and other document, hereinafter collectively referred to as "Report", reproduced , prepared or caused to be prepared by Consultant pursuant to or in connection with this Agreement, shall be the exclusive property of City. Consultant shall not copyright any Report required by this Agreement and shall execute appropriate documents to assign to City the copyright to Reports created pursuant to this Agreement. Any Report, information and data acquired or required by this Agreement shall become the property of City, and all publication rights are reserved to City. Consultant may retain a copy of any repo11 furnished to the City pursuant to this Agreement. B . All Repo11s prepared by Consultant may be used by City in execution or implementation of: (1) The original Project for which Consultant was hired ; (2) Completion of the original Project by others; (3) Subsequent additions to the original project ; and/or ( 4) Other City projects as City deems appropriate. C. Consultant shall , at such time and in such form as City may require , furnish reports concerning the status of services required under this Agreement. D. All Reports required to be provided by this Agreement shall be printed on recycled paper. All Reports shall be copied on both sides of the paper except for one original, which shall be single sided. E. No Report, information or other data given to or prepared or assembled by Consultant pursuant to this Agreement shall be made available to any individual or organization by Consultant without prior approval by City. 16. RECORDS Consultant shall maintain complete and accurate records with respect to sales, costs , expenses, receipts and other such information required by City that relate to the performance of services under this Agreement, in sufficient detail to permit an evaluation of services. All such records shall be maintained in accordance with generally accepted accounting principles and shall be clearly identified and readil y accessible. Consultant shall provide free access to such books and records to the representatives of City or its designees at all proper times , and gives City the right to examine and audit same, and to make transcripts therefrom as necessary, and to allow inspection of all work, data, documents , proceedings and activities related to this Agreement. Such records , together with supporting documents, shall be kept separate from other documents and records and shall be maintained for a period of three (3) years after Consultant receives final payment from City for all services required under thi s agreement. If supplemental examination or audit of the records is necessary due to concerns raised b y City's preliminary examination or audit of records, and the City's supplemental examination or audit of the records discloses a failure to adhere to appropriate internal Colleen Lo pez , Planning Consultant May 17 , 2016-December 31-2016 Pa ge 5of10 financial controls, or other breach of contract or failure to act in good faith , then Consultant shall reimburse City for all reasonable costs and expenses associated with the supplemental examination or audit. 17 . NONAPPROPRIATION This Agreement is subject to the fiscal provisions of the Cupertino Municipal Code and Agreement will terminate without any penalty (a) at the end of any fiscal year in the event that funds are not appropriated for the following fiscal year, or (b) at any time within a fiscal year in the event that funds are only appropriated for a portion of the fiscal year and funds for this Agreement are no longer available. This Section shall take precedence in the event of a conflict with any other covenant, term , condition, or provision of this Agreement. 18. ENVIRONMENTALLY PREFERABLE PURCHASING Consultant shall comply with the City's Environmentally Preferable Procurement Policy whenever practicable in completing any work under this agreement, including but not limited to : • Using paper products made with recycled content and recycled/remanufactured toner and inkjet cartridges ; • Printing with soy or low volatile organic compounds (VOC) inks ; • Using energy-star compliant equipment; • Using cleansers and working with janitorial contractors to meet Green Seal 's Industrial and Institutional Cleaners Standard ; and • Ordering supplies electronically and practicing other internal waste reduction and reuse protocols. 19. NOTICES All notices, demands, requests or approvals to be given under this Agreement shall be given in writing and conclusively shall be deemed served when delivered personally or on the second business day after the deposit thereof in the United States Mail, postage prepaid , registered or certified, addressed as hereinafter provided. All notices , demands, requests , or approvals shall be addressed as follows: TO CITY : City of Cupe1iino 10300 Torre Ave. Cupertino CA 95014 Attention: Aarti Shrivastava, Assistant City Manager TO CONSULTANT: Colleen Lopez 20. TERMINATION ln the event Consultant fails or refuses to perform any of the provisions hereof at the time and in the manner required hereunder, Consultant shall be deemed in default in Colleen Lopez , Planning Consultant May 17 , 2016 -Decernber 31 -2016 Page 6 of JO the performance of this Agreement. If Consultant fails to cure the default within the time specified and according to the requirements set forth in City 's written notice of default, and in addition to any other remedy available to the City by law, the City Manager may terminate the Agreement by giving Consultant written notice thereof, which shall be effective immediately. The City Manager shall also have the option , at its sole discretion and without cause, of terminating this Agreement by giving seven (7) calendar days' prior written notice to Consultant as provided herein. Upon receipt of any notice of termination , Consultant shall immediately discontinue performance. City shall pay Consultant for services satisfactorily performed up to the effective date of termination. If the termination if for cause, City may deduct from such payment the amount of actual damage, if any, sustained by City due to Consultant 's failure to perform its material obligations under this Agreement. Upon termination , Consultant shall immediately deliver to the City any and all copies of studies, sketches, drawings , computations, and other material or products , whether or not completed , prepared by Consultant or given to Consultant, in connection with this Agreement. Such materials shall become the property of City. 21. COMPLIANCE Consultant shall comply with all state or federal laws and all ordinances, rules , policies and regulations enacted or issued by City. 22. CONFLICT OF LAW This Agreement shall be interpreted under, and enforced by the laws of the State of California excepting any choice of law rules which may direct the application of laws of another jurisdiction. 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). Any suits brought pursuant to this Agreement shall be filed with the Superior Court of the County of Santa Clara, State of California. 23. ADVERTISEMENT Consultant shall not post, exhibit, display or allow to be posted , exhibited , displayed any signs , advertising, show bills , lithographs , posters or cards of any kind pertaining to the services perforn1ed under this Agreement unless prior written approval has been secured from City to do otherwise. 24. WAIVER A waiver by City of any breach of any term , covenant, or condition contained herein shall not be deemed to be a waiver of any subsequent breach of the same or any other term , covenant, or condition contained herein , whether of the same or a different character. 25. INTEGRATED CONTRACT This Agreement represents the full and complete understanding of every kind or nature whatsoever between the Parties , and all preliminary negotiations and agreements of whatsoever kind or nature are merged herein. No verbal agreement or implied Colleen Lopez , Planning Consultant May 17 , 2016-December 31-2016 Page 7 of10 covenant shall be held to vary the provisions hereof. An y modification of this Agreement will be effective only by written execution signed by both City and Consultant. 26. AUTHORITY The individual(s) executing this Agreement represent and warrant that they have the legal capacity and authority to do so on behalf of their respective legal entities . 27. INSERTED PROVISIONS Each provision and clause required by law to be inserted into the Agreement shall be deemed to be enacted herein , and the Agreement shall be read and enforced as though each were included herein. If through mistake or otherwise, any such provision is not inserted or is not correctly inserted , the Agreement shall be amended to make such insertion on application by either party . 28. CAPTIONS AND TERMS The captions 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. All unchecked boxes do not apply to this Agreement. JN WITNESS WHEREOF, the parties have caused the Agreement to be executed. CONSULTANT Colleen Lopez ~;,le ~~ Date M c.i 2_o 1 2 0 I V ~ORM ~ uy AttOrneY v '\ ATTEST: ~it City Clerk {g ,...-6-f'Cf Colleen Lopez , Planning Consultant May 17 , 2016 -December 31 -2016 Page 8 of 10 CITY OF CUPERTINO A Municipal Corporation By k &ufllla;. Ti ~~~h'AW~ Date ~!__2{__ D O ver $175,000-Council Approva l Required D Over $45 ,000 -De partm ent Head Approva l Required ~ Up to $45,000-Des ignated Superv isor Approva l Required RECOMMENDED FOR APPROVAL Exhibits: (Check bo x for exhibits that app ly to thi s co ntra ct and attach) ~Exhib it "A "-Scope of Services D Exhibit "B "-Schedule of Performance D Exhibit "C "-Compensation ~ Exhibit "D "-Insurance Requirements and Proof of Insurance D Exhibit "E"-Mandated Reporting Acknowledgement D Exhibit "F"-Background/Fingerprint/TB Declaration D Exhibit "G"-Nondiscrimination-Stat.e/Federal/HUD funded project D Ex hibit "H" -Request for City Manager to Waive Informal Bidding Requirements EXPENDITURE DISTRIBUTION ACCO UNT NUMBER PO #2016-555 265-72-711 700-702 Total: Colleen Lopez , Planning Consultant May 17 , 2016-December 31 -2016 AMOUNT $34,650.00 $34,650.00 Page 9of10 Exhibit A Scope of Services and Compensation 1 Scope of Services: Consultant shall provide general affordable housing consulting services as requested by the City of Cupertino. IL Compensation: City shall compensate Consultant for professional services in accordance with the terms and conditions of this Agreement based on the rates and compensation schedule set forth below. Compensation shall be calculated based on the hourly rates set forth below up to the not to exceed budget amount set forth below. The compensation to be paid to Consultant under this Agreement for all services described under Section 1 of this Exhibit shall not exceed $34,650.00. Any work performed or expenses incurred for which payment would result in a total exceeding the maximum amount of compensation set forth herein shall be at no cost to the City . III. Rates : Hourly: $105 IV. Invoices In order to request payment, Consultant shall submit monthly invoices to the CITY describing the services performed and the applicable charges (including a summary of work performed during that quarter, personnel who performed the services, hours worked, task(s) for which work was performed). V. Reimbursable Expenses Normal project related reimbursable expenses such as printing, postage, delivery service, long distance phone calls, facsimile transmissions, mileage, and special project-related supplies. VI. Additional Services Consultant shall provide additional services outside of the services identified in Exhibit A only by advance written authorization from the City's Project Manager prior to commencement of any additional services. Consultant shall submit, at the Project Manager's request, a detailed written proposal including a description of the scope of additional services, schedule, and proposed maximum compensation. Exhibit D Insurance Requirements and Proof of Insurance Proof of insurance coverage described below is attached to this Exhibit, with City named as additional insured. Consultant shall maintain the following minimum insurance coverage: A. COVERAGE: (1) Workers' Compensation: Statutory coverage as required by the State of California. (2) Liability: Commercial general liability coverage in the following minimum limits: Bodily Injury: $500,000 each occurrence $1 ,000 ,000 aggregate -all other Property Damage : $100 ,000 each occurrence $250 ,000 aggregate If submitted, combined single limit policy with aggregate limits in the amounts of $1 ,000,000 will be considered equivalent to the required minimum limits shown above. (3) Automotive: Comprehensive automotive liability coverage in the following minimum limits : Bodily Injury: $500 ,000 each occurrence Property Damage: $100,000 each occurrence or Combined Single Limit: $500,000 each occurrence (4) Professional Liability Professional liability insurance which includes coverage for the professional acts , errors and omissions of Consultant in the amount of at least $1 ,000,000 . 10